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Page 1: HIRAAUTOMOBILESLIMITED - bseindia.com · S. Isher Singh Director Mrs. Neha Sidhu Whole time Director Mrs ... Name Rahulinder Singh Sidhu Age 34 Brief Resume Working as Director in

HIRA AUTOMOBILES LIMITED

27ANNUAL REPORT2015-16

th

1

S Rahulinder Singh SidhuChairman and Managing Director

S Isher SinghDirector

Mrs Neha SidhuWhole time Director

Mrs Rajbir KaurDirector

Mrs Rupinder KaurDirector

SANDEEP RANA

CFOCFO

PUNJAB NATIONAL BANK

PANKAJ CHUGH amp ASSOCIATESChartered Accountants 11-S Swaran Vihar NearVikas Colony

Rajpura Road Patiala

MARUTI SUZUKI INDIA LIMITEDPALAM-GURGAON ROAD GURGAON

REGISTERED OFFICE- 0598 SECTOR 18-B CHANDIGARH 160018

SHOWROOMS amp WORKSHOSHOWROOM (SALES OUTLETS)- WORKSHOPS1 Rajbaha Road PATIALA 1 13-B Factory Area PATIALA2 Bhai Complex Malout Road MUKTSAR 2 Narwana Road PATRAN (Patiala)3 Patiala Rajpura Road RAJPURA 3 Bhai Complex Malout Road MUKTSAR4 Muktsar Road MALOUT 4 C-20 Focal Point PATIALA5 Radhaswamy Satsang Road NABHA 5 Patiala Rajpura Road RAJPURA6 Patiala Pehowa Road Devigarh 6 Muktsar Road MALOUT7 Bathinda Malout Road Gidderbaha 7 Radhaswamy Satsang Road NABHA8 Nabha Road Bhadson 8 Patiala Pehowa Road Devigarh9 Malout Road Killianwali 9 B-1A Focal Point Patiala10Cheeka Road Samana 10 Bathinda Malout Road Gidderbaha

11 Nabha Road Bhadson

BOARD OF DIRECTORS

CFO

BANKERS

AUDITORS

PRINCIPAL

REGISTERED OFFICE

SHOWROOMS amp WORKSHOPS

HIRA AUTOMOBILES LIMITED1

HIRA AUTOMOBILES LIMITEDRegistered Office- CIN-L50101CH1989PLC009500

Email website Telephone 0175-2209100101102

Notice is hereby given that the 27th Annual General Meeting of the Company will be held on Friday the 30 dayof September 2016 at 0500 pm at the registered office of the company situated at

to transact the following business

1 To consider and adopt the Audited Financial Statements of the Company for the financial year ended 31March 2016 and the Reports of the Board of Directors and the Auditors thereon

2 To appoint a Director in place of Shri Rahulinder Singh Sidhu (DIN-00447452) who retires by rotation andbeing eligible offers himself for reappointment

To consider and if thought fit to pass with or without modification (s) the following resolution as an OrdinaryResolutionldquoRESOLVED THAT appointment of Ms Pankaj Chugh amp Associates Chartered Accountants Patiala whowere appointed to hold office from the conclusion of 25th Annual General Meeting until the conclusion of the 28Annual General Meeting as Statutory Auditors of the Company at such remuneration as may be mutuallyagreed between the Board of Directors of the Company and the auditors be and is hereby ratifiedrdquo

By order of the BoardFor

1 A member entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and vote on a pollinstead of himself herself and the proxy need not be a member of the company The proxy in order to beeffective must be received by the company not less than forty eight hours before the meeting The proxy formand attendance slip are enclosed herewith

2 The Register of Members and the Share Transfer Books of the Company shall remain closed from 29 day ofSeptember 2016 to 30 day of September 2016 (both days inclusive)

3 The Company has appointed Mr Ravinder Kumar Company Secretary in Practice as Scrutinizer toscrutinize the e-voting process in a fair and transparent manner and to declare results4 Pursuant to the provisions of Section 108 of the Companies Act 2013 and Rule 20 of the Companies(Management and Administration) Amendment Rules 2015 and Regulation 44 of SEBI (Listing and DisclosureRequirements) Regulations 2015 the Company is pleased to provide members facility to exercise their votesby electronic means and the business may be transacted through e-voting as per instructions below(a) Date and time of commencement of voting through electronic means Monday September 26 2016 at

900 a m(b) Date and time of end of voting through electronic means beyond which voting will not be allowed ThursdaySeptember 29 2016 at 500 p m(c) Details of Website

0598

0598

Sector 18B Chandigarh 160018

Sector18BChandigarh160018

hiraaccountsgmailcom wwwhiraautomobilescom---------------------------------------------------------------------------------------------------------------------------------------

NOTICEth

st

th

th

th

ORDINARYBUSINESS

3 RATIFICATIONOFAPPOINTMENTOFAUDITORS

2 HIRA AUTOMOBILES LIMITED

(d) Details of persons to be contacted for issues relating to e-voting Mr Puneet Mittal Ms Beetal Financial andComputer ServicesPrivate Limited NewDelhi Tel No011-29961281-283e-mailbeetalrtagmailcom and CDSL at Tel No 18002005533 e-mail helpdeskevotingcdslindiacom

(e) Details of Scrutinizer Mr Ravinder Kumar Company Secretary in PracticeThe e-voting module shall be disabled for voting on Thursday September 29 2016 at 500 p m Once thevote on a resolution is cast by the shareholder the shareholder shall not be allowed to change itsubsequently The voting right of shareholders shall be in proportion to their share in the paid up equity sharecapital of the Company as on the cut off(record date) date as on 23 September 2016

(f) The instructions for shareholdersvoting electronically are asunder(i) The voting period begins on 26 September 2016 and ends on 29 September 2016

During this period shareholdersrsquo of the Company holding shares either in physical form or in dematerializedform as on the cut-off date (record date) on Friday 23 September 2016 may cast their vote electronicallyThe e-voting module shall be disabled byCDSL for voting thereafter

(ii) The shareholders should log on to the e-voting website wwwevotingindiacom during the voting period(iii) Click on ldquoShareholdersrdquo tab(iv) NowEnter your User IDa For CDSL 16 digits beneficiary IDb For NSDL 8 Character DP ID followed by 8 Digits Client IDc Members holding shares in Physical Form should enter Folio Number registered with the Company(v) Next enter the Image Verification as displayed and Clickon Login(vi) If you are holding shares in dematerialised form and had logged on to wwwevotingindiacom and voted

on an earlier voting of any company then your existing password is to be used(vii) If you are a first time user follow the steps given below

(viii) After entering these details appropriately click on ldquoSUBMITrdquo tab(ix) Members holding shares in physical form will then directly reach the Company selection screen However

members holding shares in demat form will now reach lsquoPassword Creationrsquo menu wherein they are requiredto mandatorily enter their login password in the new password field Kindly note that this password is to bealso used by the demat holders for voting for resolutions of any other company on which they are eligible tovote provided that company opts for e-voting through CDSL platform It is strongly recommended not toshare your password with any other person and take utmost care to keep your password confidential

(x) For Members holding shares in physical form the details can be used only for e-voting on the resolutionscontained in this Notice

rd

th th

rd

3

Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for bothdematshareholders aswell asphysical shareholders)

Memberswho have not updated their PAN with the CompanyDepositoryParticipantare requested to use the first two letters of their name and the 8 digits of the sequencenumber in the PAN field

bull In case the sequence number is less than 8 digits enter the applicable number of0rsquos before the number after the first two characters of the name in CAPITAL

lettersE g If your name is Ramesh Kumar with sequence number 1 then enter

bull

For Members holding shares in Demat Form and Physical Form

PAN

DividendBank

Detailsor

DOBDate

of Birth

Enter the Dividend Bank Details or Date of Birth ( ddmmyyyy format ) as recorded in your demataccount or in the company records in order to login

bull If both the details are not recorded with the depository or company please enter themember

HIRA AUTOMOBILES LIMITED

(xi) Click on the EVSN for the on which you choose to vote

(xii) On the voting page you will see and against the same the option ldquoYESNOrdquo

for voting Select the option YES or NO as desired The option YES implies that you assent to theResolution and option NOimplies that you dissent to the Resolution

(xiii) Click on the if you wish to view the entire Resolution details

(xiv) After selecting the resolution you have decided to vote on click on rdquo A confirmation box will be

displayed If you wish to confirm your vote click on else to change your vote click on and

accordingly modify your vote(xv) Once you your vote on the resolution you will not be allowed to modify your vote

(xvi) You can also take out print of the votes cast by clicking on ldquoClick here to printrdquo option on the Voting page(xvii) If Demat account holder has forgotten the login password then Enter the User ID and the image verification

code and click on Forgot Password amp enter the details as prompted by the system

middot Non ndash Individual Shareholders (ie other than Individuals HUF NRI etc) and Custodians are required tolog on to and register themselves as Corporate(s)

middot A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to

middot After receiving the login details they have to create compliance user should be created using the adminlogin and password The Compliance user would be able to link the account(s) for which they wish to voteon

middot The list of accounts linked in the login should be mailed to helpdeskevotingcdslindiacom and onapproval of the accounts they would be able to cast their vote

middot A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour ofthe Custodian if any should be uploaded in PDF format in the system for the scrutinizer to verify the same

(xx) In case you have any queries or issues regarding e-voting you may refer the Frequently Asked Questions(ldquoFAQsrdquo) and e-voting manual available at under help section or write an email to

5 Members are requested to register their e-Mail id with the company or its Registrar or their depositoryparticipant to enable the company to send the notices and other reports through email

6 The Scrutinizer shall within a period of two working days from the conclusion of e-voting period unblockthe votes in presence of at least two witnesses not in employment of the Company and make a report of thevotes cast in favour or against if any forthwith to the Chairman of the Company The results shall bedeclared within two working days from the conclusion of the AGM The results declared along with thereport of Scrutinizer shall be placed on the Companyrsquos website and the website of CDSL andcommunicated to the stock exchanges

7 Details of Directors seeking re-appointmentappointment at the forthcoming Annual General Meetingas required under Secretarial Standards-2 on General Meetings and in pursuance of Regulation 36 (3)of SEBI (Listing Obligations amp Disclosure Requirements) Regulations 2015 are given as annexure

ltHIRAAUTOMOBILESLIMITEDgt

ldquo RESOLUTIONDESCRIPTIONrdquo

ldquo RESOLUTIONSFILELINKrdquoldquo SUBMIT

ldquo OKrdquo ldquo CANCELrdquo

ldquo CONFIRMrdquo

(xix)

(xviii) Shareholders can also cast their vote using CSDLrsquos mobile app m-voting available for androidbased mobiles The m-voting app can be downloaded from the Google play store Apple andWindows phone users can download the app from the App Store and the Windows Phone Storerespectively on or after 30 June 2016 Please follow the instructions as prompted by the mobileapp while voting on your mobile

4 HIRA AUTOMOBILES LIMITED

5

ANNEXURE TO ITEM NO 2 OF NOTICE

Name Rahulinder Singh SidhuAge 34

Brief Resume Working as Director in the company for the last fifteen years

Nature of his expertise in specific functionalareas

Vehicle industry

Date of first appointment on the Board 29092001

Qualifications Graduate

Experience fifteen years

As per Companyrsquos policy on appointment of Board members

Last drawn remuneration if applicable As mentioned in the Corporate Governance Report ( forming partof Annual Report 2015 -16)

Shareholding in the company held eitherhimself or on a beneficial basis for any otherpersons

270000 equity shares of Rs10- each

Relationship with other Directors Managerand other Key Managerial Personnel of thecompany

Related with Smt Neha Sidhu Whole Time Director of theCompany as Husband

The number of Meetings of the Boardattended during the Year

Fifteen ( for details please refer to the Corporate GovernanceReport forming part of Annual Report 2015 -16)

Names of companies in which the personalso holds the directorship and themembershipChairman of Committees ofthe Board

1 Rahul Sidhu Enterprises Private Limited2 Rahul Sidhu Media Private Limited3 Pacific Finlease Private Limited4 RSG Studios Private Limited

Chairmanshipmember of the Committeesof Board of Directors of other Indian PublicCompanies

NIL

Terms and conditions of appointment orre-appointment along with details ofremuneration sought to be paid

HIRA AUTOMOBILES LIMITED

6

PROXY FORM[Pursuant to section 105(6) of the Companies Act 2013 and rule 19(3) of the Companies (Management and Administration) Rules 2014]

Name of the Company Hira Automobiles Limited

CIN L50101CH1989PLC009500

Registered Office- 0598 Sector 18B Chandigarh 160018

Email hiraaccountsgmailcom

website wwwhiraautomobilescom

Tel No 0175-2209100101102

Name of the member (s)

Registered address

E-mail Id

Folio No Client Id

DP ID

IWe being the member (s) of helliphelliphelliphellip shares of the above named company hereby appoint

1 Name

Address

E-mail Id

Signaturehelliphelliphelliphelliphellip or failing him

2 Name helliphelliphelliphelliphelliphelliphelliphellip

Address

E-mail Id

Signature helliphelliphelliphelliphellip or failing him

3 Name helliphelliphelliphelliphelliphelliphelliphellip

Address

E-mail Id

Sig nature helliphelliphelliphelliphellip

as myour proxy to attend and vote (on a poll) for meus and on myour behalf at the 27th Annual General Meeting of the company to be

held on Friday the 30th day of September 2016 at 0500 pm at Registered Office of the Company 0598 Sector 18B Chandigarh

160018 and at any adjournment thereof in respect of such resolutions as are indicated below

Resolution No Resolution Vote

For Against

Ordinary Business

1 Approval of Annual Accounts for the year ended 31032016

2 To appoint a Director in place of Shri Rahulinder Singh Sidhu who retires byrotation

3 Ratification of Appointment of Auditors

Signed thishelliphellip day ofhelliphelliphellip 2016

Signature of shareholder -----------------------Signature of Proxy holder(s) ------------------

Note This form of proxy in order to be effective should be duly completed and deposited at the Registered Office ofthe Company not less than 48 hours before the commencement of the Meeting

Affix

Revenue Stamp

HIRA AUTOMOBILES LIMITED

8

[Pursuant to section 109(5) of the Companies Act 2013 and rule 21(1) (c) of theCompanies (Management and Administration) Rules 2014]

HIRA AUTOMOBILES LIMITED

CIN ndash L50101CH1989PLC009500

Registered Office- 0598 Sector 18B Chandigarh 160018

Email- hiraaccountsgmailcom website- wwwhiraautomobilescom

Tel No 0175-2209100101102

SNO Particulars Details

1 Name of the First Named Shareholder (In block letters)

2 Postal address

3 Registered folio No Client ID No(Applicable to investorsholding shares in dematerialized form)

4 Class of Share

I hereby exercise my vote in respect of Ordinary Special resolution enumerated below by recording my assent or dissent to thesaid resolution in the following manner

No Item No No of sharesheld by me

I assent to theresolution

I dissent from theresolution

Ordinary Business

1 Approval of Annual Accounts for the year ended31032016

2 To appoint a Director in place of Shri Rahulinder SinghSidhu who retires by rotation

3 Ratification of Appointment of Auditors

PlaceDate

(Signature of the Shareholder)

ATTENDANCESLIPName of the Company Hira Automobiles Limited

CIN L50101CH1989PLC009500

Registered Office- 0598 Sector 18B Chandigarh 160018

Email hiraaccountsgmailcom

website wwwhiraautomobilescom

Tel No 0175-2209100101102

(Please complete this attendance slip and hand it over at the entrance of the Hall)

I hereby record my presence at 27th Annual General Meeting of the Company held on Friday the 30th day of September 2016 at

0500 pm at Registered Office of the Company at 0598 Sector 18B Chandigarh 160018

Folio NoDP ID-Client ID

Full Name of the Shareholder in Block Letters

No of Shares Held

Name of Proxy (if any) in Block Letters

Signature of theShareholderProxyRepresentative

Strike out whichever is not applicable

27th ANNUAL GENERAL MEETINGTOBEHELDONFRIDAY THE30th DAYOFSEPTEMBER 2016 AT0500 PMATREGISTEREDOFFFICEOF THECOMPANY0598 SECTOR18B CHANDIGARH 160018

HIRA AUTOMOBILES LIMITED

10 HIRA AUTOMOBILES LIMITED

FINANCIAL HIGHLIGHTS

EXTRACTOFANNUALRETURN

MEETINGSOFTHEBOARDOFDIRECTORS

DIRECTORS RESPONSIBILITYSTATEMENT

The Extract of Annual Return as required under section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 in Form MGT-9 is annexed herewith for your kindperusal and information

During the Financial Year 2015-16 the Company held fifteen Board meetings of the Board of Directors as perSection 173 of Companies Act 2013 which is summarized below The provisions of Companies Act 2013 andlisting agreement were adhered to while considering the time gap between two meetings

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors of the Company confirms that-(a) In the preparation of the annual accounts the applicable accounting standards have been followed along

with proper explanation relating to material departures(b) The directors had 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 thecompanyat the end of the financial year and of the profit and loss of the company for that period

(c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the company and for preventingand detecting fraud and other irregularities

(d) The directors have prepared the annual accounts on a going concern basis and(e) The directors have laid down internal financial controls to be followed by the company and that such internal

financial controls are adequate and were operating effectively(f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws

and that such systems were adequate and operating effectively

11

30042015 30052015 31052015 21072015 31072015 15092015

30092015 31102015 02112015 30112015 02012016 02022016

15022016 22022016 10032016

HIRA AUTOMOBILES LIMITED

AUDITORSANDREPORTTHEREON

LOANS GUARANTEESANDINVESTMENTS

RELATEDPARTYTRANSACTIONS

CONSERVATIONOFENERGY TECHNOLOGYABSORPTIONANDFOREIGNEXCHANGEOUTGO

RISKMANAGEMENT

DIRECTORSANDKMP

DEPOSITS

Ms Pankaj Chugh amp Associates Chartered Accountants Patiala was appointed as Statutory Auditors for a

period of three years in the Annual General Meeting held on 30 September 2014 Their continuance of

appointment and payment of remuneration are to be confirmed and approved in the ensuing Annual General

Meeting There are no qualifications or adverse remarks in the Auditors Report which require any clarification

explanation The Notes on financial statements are self-explanatory and needs no further explanation Further

the Auditors Report for the financial year ended 31st March 2016 is annexed herewith for your kind perusal and

information

There were no loans guarantees or investments made by the Company under Section 186 of the Companies

Act 2013 for third party during the year under review and hence the said provision is not applicable

The Company has entered into various Related Parties Transactions as defined under Section 188 of the

Companies Act 2013 with related parties as defined under Section 2 (76) of the said Act Further all the

necessary details of transaction entered with the related parties are attached herewith in Form NoAOC-2 for

your kind perusal and information

The Information pursuant to Section 134(3) (m) pertaining to Conservation of Energy Technology Absorption

and Foreign Exchange Outgo is provided in annexure herewith

The Company has insurance policy for all the assets of the Company and all the insurance policies are renewed

well in advance

During the current financial year the following changes have occurred in the constitution of Board of Directors

and KMP of the company

The company has not accepted or renewed any deposits during the year and there are no unclaimed or unpaid

deposits at the end of the financial year

th

12

SNo Name Designation AppointmentResign Date of cessation1 Ramesh Kumar Director Resigned 31122015

HIRA AUTOMOBILES LIMITED

CORPORATESOCIALRESPONSIBILITY

RATIOOFREMUNERATIONTOEACHDIRECTOR

ANNUALEVALUATION

CORPORATEGOVERNANCE

INDEPENDENTDIRECTORSANDDECLARATION

The company does not meet the criteria of Section 135 of Companies Act 2013 read with the Companies(Corporate Social Responsibility Policy) Rules 2014 so there is no requirement to constitute Corporate SocialResponsibility Committee

The information required pursuant to Section 134(3) and Section 197(12) read with Rule 5 (1) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employees of the Companyand Directors is attached herewith Further information required under Rule 5 (2) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is nil as no employee of the Company isin receipt of remuneration as stated therein

Pursuant to the provisions of the Companies Act 2013 the Board has carried out an annual performanceevaluation of its own performance the directors individually as well as the evaluation of the working of its AuditNomination amp Remuneration Committee A separate exercise was carried out to evaluate the performance ofindividual Directors including the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgment safeguarding the interest of the Company and itsminority shareholders etc The performance evaluation of the Independent Directors was carried out by theentire Board The performance evaluation of the Chairman and the Non Independent Directors was carried outby the Independent Directors who also reviewed the performance of the Secretarial Department

Report on Corporate Governance along with the Certificate of Ms Pankaj Chugh amp Associates CharteredAccountants Patiala Statutory Auditors of the Company confirming compliance of conditions of CorporateGovernance asstipulated in the Listing Agreement with the Stock Exchanges forms part of the Board ReportThe information under Schedule V Part II Section II point IV is asunder

Shri Isher Singh Smt Rajbir Kaur and SmtRupinder Kaur were appointed as independent directors byshareholders on 30 September 2014 as per Section 149(10) of the Companies Act 2013 for a term of 5consecutive years on the Board of the Company The Board of Directors of the Company hereby confirms that allthe Independent directors duly appointed by the Company have given the declaration and they meet the criteriaof independence as provided under section 149(6) of the Companies Act 2013

a) Theremunerationpackageof thedirectorsareasfollows

13

Salary Rs 96000000 Rs 84000000

Bonus 000 000

Stock Options 000 000

Pension 000 000

HIRA AUTOMOBILES LIMITED

NOMINATIONANDREMUNERATIONCOMMITTEE

REMUNERATIONPOLICY

As per the section 178(1) of the Companies Act 2013 the Companys Nomination and Remuneration Committeecomprises of three Non-executive Directors The table sets out the composition of the Committee as on31032016

The date of meetings of committee and attendance of members is given in report on corporate governanceattached with the report

The Terms of Reference of the Nomination and Remuneration Committee are as under1 To identify persons who are qualified to become Directors and who may be appointed in senior management

in accordance with the criteria laid down recommend to the Board their appointment and removal and shallcarry out evaluation of every Directors performance

2 To formulate the criteria for determining qualifications positive attributes and independence of a Directorand recommend to the Board a policy relating to the remuneration for the Directors Key ManagerialPersonnel and other employees

3 The Nomination and Remuneration Committee shall while formulating the policy ensure thata The level and composition of remuneration is reasonable and sufficient to attract retain and motivate

Directors of the quality required to run the Company successfullyb Relationship of remuneration to performance is clear and meets appropriate performance benchmarks

andc Remuneration to Directors Key Managerial Personnel and senior management involves a balance

between fixed and incentive pay reflecting short and long-term performance objectives appropriate to theworking of the company and its goals

4 Regularly review the Human Resource function of the Company5 Discharge such other function(s) or exercise such power(s) as may be delegated to the Committee by the

Board from time to time6 Make reports to the Board as appropriate7 Review and reassess the adequacy of this charter periodically and recommend any proposed changes to

the Board for approval from time to time8 Any other work and policy related and incidental to the objectives of the committee as per provisions of the

Act and rulesmade there under

The remuneration paid to Executive Directors is recommended by the Nomination and RemunerationCommittee and approved by Board in Board meeting subject to the subsequent approval of the shareholders atthe General Meeting and such other authorities as may be required The remuneration is decided afterconsidering various factors such as qualification experience performance responsibilities shouldered industrystandards aswell as financial position of the Company

The Non Executive Directors have not been paid any Sitting Fees during the year

Termsof Reference

`

RemunerationtoExecutiveDirectors

RemunerationtoNonExecutiveDirectors

14

Isher Singh Chairman Independent Non ExecutiveRupinder Kaur Member Independent Non ExecutiveRajbir Kaur Member Independent Non Executive

HIRA AUTOMOBILES LIMITED

AUDITCOMMITTEE

SECRETARIALAUDITREPORT

VIGILMECHANISM

SHARESa BuyBackofSecurities

b Sweat Equity

c BonusShares

d EmployeesStockOptionPlan

ORDEROFCOURT

DETAILSOFADEQUACYOFINTERNALFINANCIALCONTROLS

SHARESINSUSPENSEACCOUNT

According to Section 177 of the Companies Act 2013 the companys Audit Committee comprised of threedirectors The board has accepted the recommendations of the Audit Committee The table sets out thecomposition of the Committee as on 31032016

The date of meetings of committee and attendance of members is given in report on corporate governanceattached with the report

There are certain observations in the Secretarial Audit Report which require corrective actions and the Board hasgiven necessary instructions in this regard Further the Secretarial Audit Report as provided by Mr RavinderKumar Company Secretary in Practice for the financial year ended 31st March 2016 is annexed herewith foryour kind perusal and information

As per Section 177(9) and (10) of the Companies Act 2013 and as per the Clause 49 of the Listing Agreementthe company has established Vigil Mechanism for directors and employees to report genuine concerns andmade provisions for direct access to the chairperson of the Audit Committee Company has formulated thepresent policy for establishing the vigil mechanism Whistle Blower Policy to safeguard the interest of itsstakeholders Directors and employees to freely communicate and address to the Company their genuineconcerns in relation to any illegal or unethical practice being carried out in the Company

The Company has not bought back any of itssecurities during the year under review

The Company has not issued any Sweat Equity Sharesduring the year under review

No Bonus Shares were issued during the year under review

The Company has not provided any Stock Option Scheme to the employees

There is no significant and material order passed by the regulators or courts or Tribunals impacting the goingconcern status and companys operation in future

Internal Financial Controls are adequate and are in consonance with the size and operations of the Company

i Aggregate number of shareholders and the outstanding shares in the suspense account lying at the

15

Isher Singh Chairman Independent Non ExecutiveRupinder Kaur Member Independent Non ExecutiveRajbir Kaur Member Independent Non Executive

HIRA AUTOMOBILES LIMITED

ii Number of shareholders who approached issuer for transfer of shares fromsuspense account during theyear=nil

iii Number of shareholders to whomshareswere transferred fromsuspense account during the year=niliv Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end

of the year=nil

i Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account atthe beginning of the year=nil

ii Number of shareholders who approached the issuer for transfer of shares from the Unclaimed SuspenseAccount during the year=nil

iii Number of shareholders to whom shares were transferred from the Unclaimed Suspense Account during theyear=nil

iv Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account atthe end of the year=nil

The material variations between the projectionsand the actual utilization are not applicable

The Code of Conduct of Hira Automobiles Limited is attached herewith

Management Discussion and Analysis Report is attached herewith

The Company has in place `Prevention of Sexual Harassment Policy` This Anti-Sexual Harassment policyof the Company is in line with the requirements of The Sexual Harassment of Women at the Workplace(Prevention Prohibition amp Redressal) Act 2013 All employees (permanent contractual temporary andtrainees) are covered under this policy An Internal Complaints Committee (ICC) is in place to redresscomplaints received regarding sexual harassment The following is a summary of sexual harassmentcomplaints received and disposed off during the year - No of complaints received Nil -No of complaintsdisposed off NA

Your Directors wish to express their grateful appreciation to the continued co-operation received from theBanks Government Authorities Customers Vendors and Shareholders during the year under review YourDirectors also wish to place on record their deep sense of appreciation for the committed service of theExecutives staff and Workers of the Company

SHARESINUNCLAIMEDSUSPENSEACCOUNT

MATERIALVARIATIONS

CODEOFCONDUCT

MANAGEMENTDISCUSSIONANDANALYSISREPORT

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION PROHIBITION ampREDRESSAL) ACT 2013

ACKNOWLEDGEMENT

16 HIRA AUTOMOBILES LIMITED

17

FORM NO MGT-9

i CIN L50101CH1989PLC009500

ii Registration Date 06071989

iii Name of the Company Hira Automobiles Limited

iv CategorySub-Category of the Company Indian Non Government Company

v Address of the Registered office and contact details 0598 Sector 18-B Chandigarh 160018Tele - 0175-2209100101102

vi Whether listed company Yes

vii Name Address and Contact details of Registrarand Transfer Agent If any

Ms Beetal Financial amp Computer ServicesPrivate LimitedBeetal House 3rd Floor99 Madangir BehindLocal Shopping Center Near Data HarsukhdasMandir New Delhi-110062 Ph 011-2996128182FAX011-29961284

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 or more of the total turnover of the company shall be stated-

1 Selling of Cars spare parts accessories etc 100NA

III PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

1 NIL NIL NIL NIL NIL

[Pursuant to section 92(3) of theCompanies Act 2013 and rule12(1) of the Companies (Mangementand Administration) Rules 2014]

I REGISTRATION AND OTHERS DETAILS

HIRA AUTOMOBILES LIMITED

18

Demat Physical Total of TotalShares

Demat Physical Total ofTotal

Shares

1) IndianIndividualHUF

2635700 2635700 9572 2635700 2635700 9572

CentralGovtState

Govt(s)Bodies CorpBanks FIAny Other

2635700 2635700 9572 2635700 2635700 9572

NRIs-IndividualsOther-

IndividualsBodies CorpBanks FIAnyOtherhellip

PublicShareholding

MutualFundsBanks FI

i Category-Wise Share Holding

Sub-Total)A)(2)

Central Govt

iv Shareholding Pattern (Equity Share Capital Breakup as percentage of Total Equity)

a) State Govt(s)b)Venture Capital

Funds

c) InsuranceCompanies

HIRA AUTOMOBILES LIMITED

19

d)FIIse)Foreign Venture

Capital Fundsf) Others (specify)

Sub-total(B)(1)

2 Non Institutionsa) Bodies Corp

(i) Indian

(ii) Overseas

500 500 002 500 500 002

(ii) Individual

(i) Individualshareholders

holding nominalshare capital uptoRs 2 lakh

116740 116740 424 116740 116740 424

shareholdersholding nominalshare capital inexcess of Rs 1lakh

c) Others(Specify)-NRI

500 500 002 500 002

Sub-total(B)(2) 117740 117740 428 117740 428TotalPublicShareholding(B)=(B)(1)+(B)(2)

117740 117740 428 117740 428

CShares heldby

CustodianforGDRsampADRsGrandTotal

(A+B+C) 2753440 2753440 100

500

117740

117740

2753440 2753440 100

b) Individuals

HIRA AUTOMOBILES LIMITED

20

Sr

No

Shareholderrsquos

Name

Shareholding at the beginning of the

year

Shareholding at the end of the year

No ofShares

of totalShares ofthecompany

of SharesPledged encumberedto totalshares

No ofShares

1 Rajinder KaurBhattal

826000 3000 000 826000

2 Kuldeep SinghBhattal

272100 988 000 272100

3 RahulinderSingh Sidhu

270000 981 000 270000

4 Simran Bajwa 265000 962 000 2650005 D S Sangha 51600 187 000 516006 Preet Sangha 25400 092 000 254007 Vikram Bajwa 24700 090 000 247008 Manjeet Kaur

Sangha862900 3134 000 862900

9 AmandeepSingh Sangha

21600 078 000 21600

10 Karamjit Singh 15400 056 000 1540011 Neha Sidhu 1000 004 000 1000

of totalShares ofthecompany

of SharesPledged encumberedto totalshares

change inshareholdingduring theyear

3000 000 000

988 000 000

981 000 000

962 000 000187 000 000092 000 000090 000 0003134 000 000

078 000 000

056 000 000004 000 000

No of shares No of shares of total sharesof the company

At the beginning of the year NIL NIL NIL NIL

At the End of the year

ii Shareholding of Promoters

iii Change in Promoters Shareholding (please specify if there is no change)

of total sharesof the company

NIL NIL NIL NIL

NIL NIL NIL NIL

Date wise Increase Decreasein Promoters Share holdingduring the year specifying thereasons for increasedecrease (eg allotmenttransfer bonus sweat equityetc)

HIRA AUTOMOBILES LIMITED

21

Indebtedness at thebeginning of the financialyeari) Principal Amountii) Interest due but not paidiii) Interest accrued but not

142138000 8157035200 8299173200

Total(i+ii+iii) 142138000 8157035200 8299173200Change in Indebtednessduring the financial year- Addition- Reduction (142138000)

2761646100(142138000)

Net Change (142138000) 2761646100 2619508100

Indebtedness at theend of the financial yeari) Principal Amountii) Interest due but not paidiii) Interest accrued but notdue

- 10918681300 10918681300

Total (i+ii+iii) - 10918681300 10918681300

iii INDEBTEDNESSIndebtedness of the Company including interest outstandingaccrued but not due for payment

2761646100

HIRA AUTOMOBILES LIMITED

22

Stock Option 000 000 000

Sweat Equity 000 000 000

Commission- as of profit- others specify

000 000 000

Others please specify 000 000 000

Total(A) 84000000 96000000 180000000

Ceiling as per the Act

REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A Remuneration to Managing Director Whole-Time Directors andor Manager

NEHA SIDHU RAHULINDERSINGH SIDHU

(b)Value of perquisites us17(2) Income-tax Act1961

( )17 3 Income- taxAct1961 000 000

Gross salary(a)Salary as per provisions contained

1961

84000000 96000000 180000000

(c)Profits inlieu of salary under section

000

000

000 000

in section17(1) of the Income-tax Act

HIRA AUTOMOBILES LIMITED

23

Independent DirectorsmiddotFee for attending board committee meetings

middotCommission

middotOthers please specify

NIL NIL NIL NIL NIL

Total(1) NIL NIL NIL NIL NILOther Non-Executive Directors

middotFee for attending board committee meetingsmiddotCommissionmiddotOthers please specify

NIL NIL NIL NIL NIL

Total(2) NIL NIL NIL NIL NIL

Total(B)=(1+2) NIL NIL NIL NIL NIL

Total Managerial Remuneration NIL NIL NIL NIL NIL

Over all Ceiling as per the Act NIL NIL NIL NIL NIL

CEO Company CFO TotalSecretary

Gross salary(a)Salary as per provisionscontained in section17(1)of

the Income tax Act 1961

000 000 285487 285487

000 000 000 000

Sweat Equity 000 000 000 000

- (b)Value of perquisites us

17(2)Income-taxAct1961

000

000

000

000

000

000

000

000

Commission- as of profit-others specifyhellip

000 000 000 000

Others please specify 000 000 000 000

Total 000 000 285487 285487

C Remuneration to Key Managerial Personal Other Than MDManagerWTD

(C)Profits inlieu of salary undersection 17(3) Income-taxAct 1961

Sweat EquityStock Option

IV PENALTIESPUNISHMENTCOMPOUNDINGOFOFFENCES--------------------------------------------NIL---------------------------------------

HIRA AUTOMOBILES LIMITED

B Remuneration to other directors

24

Parti culars Details

A Name(s) of the related party and nature of relationship Rahul Sidhu Enterprises Pvt Ltd

B Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not SpecifiedD Salient terms of the contracts or arrangements or transactions

including the value if anyAt bank rate of Interest

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the Board 30042015G Amount paid as advances if any 226620-

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

2 Details of contracts or arrangements or transactions not at arms length basis

Par t i cul ars Details

A Name(s) of the related party and nature of relationship RSG Studios Pvt Ltd

B Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not Specified

D Salient terms of the contracts or arrangements or transactionsincluding the value if any

At bank rate of Interest

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the Board 30042015

G Amount paid as advances if any 971927-

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

HIRA AUTOMOBILES LIMITED

NA

NA

CONSERVATIONOFENERGY TECHNOLOGYABSORPTIONANDFOREIGNEXCHANGEOUTGO

(A) Conservationof energy

(B) Technologyabsorption

(C) ForeignexchangeearningsandOutgo

Steps taken impact on conservation of energy with special reference to the following(i) Steps taken by the company for utilizing alternate sources of energy including waste generated - NIL(ii) Capital investment on energy conservation equipment - NIL

1 Efforts in brief made towards technology absorption - NIL2 Benefits derived as a result of the above efforts eg product improvement cost reduction product

development import substitution etc - NIL3 In case of imported technology (imported during the last 3 years reckoned from the beginning of the

financial year) following information may be furnished(a) Details of technology imported - NIL(b) Year of import - NIL(c) Whether the technologybeen fully absorbed- NIL(d) If not fully absorbed areaswhere absorption hasnot taken place and the reasons therefore- NIL

4 Expenditure incurred on Research and Development

25

Earnings NIL

Outgo NIL

including the value if any

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the BoardG Amount paid as advances if any Nil

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

A Name(s) of the related party and nature of relationship Pacific Finlease Pvt LtdB Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not Specified

D Salient terms of the contracts or arrangements or transactions At bank rate of Interest

NA

HIRA AUTOMOBILES LIMITED

26

RATIOOF REMUNERATION

(i) the ratio of the remuneration of each director to the median remun--eration of the employees of the company for the financial year

4701

(ii) the percentage increase in remuneration of each director Chief FinancialOfficer Chief Executive Officer Company Secretary or Manager if anyin the financial year

Nil

(iii) the percentage increase in the median remuneration of employees inthe financial year

Nil

(iv) the number of permanent employees on the rolls of company 866(v) the explanation on the relationship between average increase inremuneration and company performance

NA

(vi) comparison of the remuneration of the Key Managerial Personnelagainst the performance of the company

As per individual performance

Nil

(viii) average percentile increase already made in the salaries of employeesother than the managerial personnel in the last financial year and itscomparison with the percentile increase in the managerial remunerationand justification thereof and point out if there are any exceptionalcircumstances for increase in the managerial remuneration

Nil

(ix) comparison of the each remuneration of the Key Managerial Personnelagainst the performance of the company

As per individual performance

(x) the key parameters for any variable component of remuneraavailed by the directors

tion Nil

(xi) the ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess ofthe highest paid director during the year

Nil

(xii) Affirmation that the remuneration is as per the remuneration policyof the company

Yes

Vii) Variations in the capitalisation of the company price earningsratio as at the closing date of the current financial year and previousfinancial year and percentage increase over in the marketquotations of the shares of the company in comparison to the rate atwhich the company came out with last public offer incase of listecompanies and in case of unlisted companies the variations in the networth of the company as at the close of the current financial year andprevious financial year

HIRA AUTOMOBILES LIMITED

27 HIRA AUTOMOBILES LIMITED

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee StockPurchase Scheme) Guidelines 1999

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)

Regulations 1993 regarding the Companies Act and dealing with client(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009 and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998

(vi) Factories Act 1948 The Punjab Shops and Commercial Establishments Act 1958 The Payment of WagesAct 1936 The Minimum Wages Act 1948 Employees State Insurance Act 1948 The EmployeesProvident Fund amp Miscellaneous Provisions Act 1952 Payment of Bonus Act 1965 The Payment ofGratuity Act 1972 The Industrial Employment (Standing Orders) Act 1946 The Employment Exchange(Compulsory Notification of Vacancies) Act 1956 The Environment (Protection) Act 1986 The HazardousWastes (Management Handling amp Trans boundary Movement) Rules 2008 The Water (Prevention ampControl of Pollution) Act 1974 The Air (Prevention amp Control of Pollution) Act 1981 and The Punjab LabourWelfare Fund Act 1965

I have also examined compliance with the applicable clauses of the following

(i) Secretarial Standards issued by The Institute of Company Secretaries of India(ii) The Listing Agreement entered into by the Companywith BSE Limited

During the period under review the Company has complied with the provisions of the Act RulesRegulations Guidelines Standards etc mentioned above except to the extent as mentioned below

1 That Company has not complied with Regulation 38 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 relating to maintaining of minimum publicshareholding by a listed Company

2 That Company Secretary of the Company has resigned and new Company Secretary is to be appointed asrequired under Section 203 of The Companies Act 2013

3 That Company has not deducted and deposited labour welfare fund as required under The Punjab LabourWelfare Fund Act 1965

4 That Statutory bonus as required under Payment of Bonus Act 1965 has not been paid by the Companyduring the year

5 That there are related party transactions which are not in ordinary course of business and which are not atarms length basis

6 That there is carry forward of loans given to parties which are covered under section 185 of the CompaniesAct 2013

7 That the Company has 14 locations and some locations need to get registration under The Punjab Shopsand Commercial Establishments Act 1958 and some locations require factory license under Factories Act1948 whereas some locations require consent authorization for operation of a facility under pollution lawsand The Hazardous Wastes (Management Handling amp Trans boundary Movement) Rules 2008

8 That the periodical returns required to be filed under The Employment Exchange (Compulsory Notificationof Vacancies) Act 1956 has not been filed and are pending

I further report thatThe Board of Directors of the Company is duly constituted with proper balance of Executive Directors NonExecutive Directors and Independent Directors The changes in the composition of the Board of Directors thattook place during the period under review were carried out in compliance with the provisions of the Act

-

28 HIRA AUTOMOBILES LIMITED

Adequate notice is given to all directors to schedule the Board Meetings agenda and detailed notes on agendawere sent at least seven days in advance and a system exists for seeking and obtaining further information andclarifications on the agenda items before the meeting and for meaningful participation at the meeting

Majority decision is carried through while the dissenting members views are captured and recorded as part ofthe minutes

I further report that there are adequate systems and processes in the company commensurate with the size andoperations of the company to monitor and ensure compliance with applicable laws rules regulations andguidelines

This report is to be read with our letter of even date which is annexed as and forms an integralpart of this report

29 HIRA AUTOMOBILES LIMITED

30 HIRA AUTOMOBILES LIMITED

HIRA AUTOMOBILES LIMITEDCODEOF CONDUCT

PERSONTOWHOMTHECODEISAPPLICABLE

( ) GENERALSTANDARDOFCONDUCT

( ) APPLICABLELAWS

( ) CONFLICTOFINTEREST

( ) PROTECTINGCONFIDENTIALINFORMATION

This code is applicable to the following persons (hereinafter referred to as Officers of the company)-All the Board Members-The entire Core group Members of the Companyand heads of the department

1 Officers are expected to exercise good judgment to ensure the safety and welfare of employees consumerscustomers suppliers shareholders lenders and other stakeholders and to maintain a co-operativeefficient positive harmonious and productive work environment practice integrity in inter-personalrelationships work on the principal of mutual trust transparencyand teamwork

2 Officers are expected to acquire and maintain professional competence3 Officers are expected to observe discipline and conduct themselves both on and off-duty in a manner to

uphold the high image of the company4 Officers are expected to assist the company in identifying controlling mitigating and managing business

risks within the companys risk management policy framework5 Officers are expected to assist the company in providing to its employees a work environment free of

harassment and free of discrimination based on race religion creed color physical or mental disability agesex etc

6 Officers should not engage in selling or distribution or be in possession of or use narcoticspsychotropicdrugs or be under influence of alcohol while on duty

7 As Officers represent the Company before the public and various authorities they are expected to dressneatly and appropriately in a manner consistent with the nature of their work and the image of the company

8 Officers should not claim from the company unauthorized personal expenses9 Customersupplierinvestor Relationships- Officers who need to deal with customers suppliers and investors

should understand that they are dealing and therefore should uphold the image and goodwill generated andbuilt-up by the Companyover the year

Officers must acquire adequate Knowledge of all the applicable laws rules regulations order and notificationsunder regulatory framework as applicable to their functions and duties and should follow and comply with thesame and avoid violation breach or infringement thereof

Officers of the Company will avoid conflict of interest Conflict of interest is said to exit when personal interest mayhave a potential conflict with the interest of the company at large Where any transaction involves conflict ofinterest prior approval of the Managing Directors Executive Director and in case of a Director of the Boardshould be obtained

The Companys confidential information is a vita and asset It may relate to product product formula processproduct plans and road maps cost and financial information information as to customers suppliers dealers andemployees business arrangements and agreements as well as to patents trademarks copyrights and tradesecrets For the purpose of this Code confidential information would also include the information obtained by theCompany from a third party under a Non Disclosure Agreement Such confidential information should beprotected and safeguarded against unauthorized personal use and should not be disclosed to any one expect (i)with prior authorization (ii) in the ordinary course of carrying on the business of the Company In the course ofconducting the Companys Business Officers may come in possession of confidential information about itsemployees customers suppliers etc Officers should handle the same with utmost responsibility and prevent itsmisuse

I

II

III

IV

31 HIRA AUTOMOBILES LIMITED

( ) PREVENTIONOFINSIDERTRADING

( ) COMPANYSASSETS

( ) NONCOMPLIANCE

( ) ANYAMENDMENTSORMODIFICATIONTOTHECODEOFCONDUCT

( )ACKNOWLEDGEMENTOFRECEIPTOFCODEOFCONDUCTANDETHICS

1 COMPANY PHILOSOPHY ONCODEOF GOVERNANCE

2 BOARDOF DIRECTORS

V

VI

VII

VIII

IX

Officers are privy to price sensitive inside information and should not use it to make personal gains TheCompany has framed Code of Conduct for prevention of insider trading in the Securities of the CompanyOfficers should follow the same in letter and spirit

Protecting and safeguarding the Companys assets and properties and preventing their unauthorized usepersonal use is one of the key and prime responsibility of Officers Officers are personally responsible of theCompanys funds under their control Officers should use electronic communication facilities like e-mail Internetetc in a legal ethical and appropriate manner and not expose the Company to liability resulting from the illegalunauthorized or unethical use thereof

In case of non-compliance of any of the provisions of this Code of conduct the same shall be reported to theChairman of the Board of Directors of the Company

This Code of Conduct is subject to modification The Board of Directors has the requisite power and the authorityto update and amend the Code of Conduct from time to time

I have received and read the Companys Code of Conduct and Ethics and have understood the standards andpolicies contained therein I agree to comply with the Companys Code of Conduct and Ethics I hereby affirm tothe Company compliance with the Code Conduct and Ethics on an annual basis and also undertake to renewsuch affirmation in the first weekof April every year

Pursuant to Regulation 34 read with Schedule V to the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 a Report on Corporate Governance is givenbelow

The report on Corporate Governance is requirement under Listing Agreement entered into with stockExchange and forms part of the report of the Board of Directors to the shareholders of the Company Thisreport gives an insight into the organizational structure of the Company The vision of the company is to be afinancially sound profitable growth oriented company committed to building and maximizing sustainablevalue for all the shareholders In its endeavor to attain the goal visualized the company is laying maximumemphasis on the effective system of Corporate Governance

(a) CompositionThe present strength of Board of Directors of the Company is five comprising of two Promoter Directors and threeIndependent Directors having diversified professional experience Out of total strength of five Directors two areexecutive and three are Non-Executive The composition of Board of Directors as on 31 March 2016 is asunder

REPORT OF THEBOARDOFDIRECTORS ONCORPORATEGOVERNANCE

st

32 HIRA AUTOMOBILES LIMITED

SN Name DIN Designation Nature of Directorship

1 Rahul Inder SinghSidhu

00447452Chairman and ManagingDirector

Promoter Executive

2 Neha Sidhu 00460875 Whole-time director Promoter Executive

3 Isher Singh 02990779 Director Independent Non Executive4 Rajbir Kaur 06397998 Director Independent Non Executive

5 Rupinder Kaur 06403845 Director Independent Non Executive

6 Ramesh Kumar 00126036 Director Independent Non Executive

Sh Ramesh Kumar has resigned on 31122015 from the office of Director(b) Attendance of each Director at the Board Meetings held during the year 2015-16 and last Annual General

Meeting and number of other Boards or Board Committees in which heshe is a member is as under-

The detail of number of shares and convertible instruments held by non ndash executive directors is given asbelow

Shri Rahulinder Singh Sidhu Managing Director of the Company and Smt Neha Sidhu Whole Time Director on theBoard of Directors are related to each other as husband and wife

(c) During the year fifteen meetings of the Board ofDirectors were held on the following dates-

The familiarization programme imparted to independent directors is disclosed on weblinkof the Company

wwwhiraautomobilescom

33

30042015 30052015 31052015 21072015 31072015 15092015

30092015 31102015 02112015 30112015 02012016 0202201615022016 22022016 10032016

SN Name of non ndash executive Director No of Equity Shares Held No of convertibleinstruments Held

1 Rajbir Kaur Nil NA

2 Rupinder Kaur Nil NA3 Isher Singh Nil NA

Total Nil NA

SN

Name of Director No of BoardMeeting attended

No of otherDirectorship

Membershipin other

Committees

Attendance atlast AGM

1 Rahulinder Singh Sidhu 15 4 - Yes

2 Neha Sidhu 12 4 - Yes

3 Isher Singh 12 - 3 -

4 Rajbir Kaur 6 - 3 -

5 Rupinder Kaur 6 - 3 -

6 Ramesh Kumar 1 4 - -

HIRA AUTOMOBILES LIMITED

34

3 AUDITCOMMITTEE

4NOMINATIONANDREMUNERATIONCOMMITTEE

Remunerationpolicy

The terms of reference of the audit committee include all the matters as provided under Section 177 (4) of TheCompanies Act 2013 and the rules made there under and SEBI (LODR) Regulations 2015

As on 31 March 2016 In compliance with the provisions of Section 177(2) of the Companies Act 2013 AuditCommittee comprises of three Non-Executive Independent Directors five meetings of Audit Committee wereheld during the year under consideration on following dates

The details of members of the audit committee and their attendance is as under-

The terms of reference of Nomination and Remuneration Committee covers all the matters provided under theCompanies Act 2013 and the rules made there under and SEBI (LODR) Regulations 2015

As on 31 March 2016 in compliance with the provisions of Section 178(1) of the Companies Act 2013Nomination and Remuneration Committee comprises of three Non-Executive Independent Directors Twomeetings of Nomination and Remuneration Committee were held during the year under consideration on 30May 2015 and 10 March 2016The details of members of the audit committee and their attendance is as under-

Remuneration policy ensures that the level and composition of remuneration is reasonable and sufficient toattract retain and motivate directors of the quality required to run the company successfully and that relationshipof remuneration to performance is clear and meets appropriate performance benchmarks and that remunerationto directors key managerial personnel and senior management involves a balance between fixed and incentivepay reflecting short and long-term performance objectives appropriate to the working of the company and itsgoals

CompositionandMeetings

CompositionandMeetings

st

st

th

th

30052015 31072015 31102015 15022016 28032016

Name of Directors Position held in theCommittee

Category MEETINGSHeld Attended

Isher Singh Chairman Independent NonExecutive

Five Five

Rupinder Kaur Member Independent NonExecutive

Three Three

Rajbir Kaur Member Independent NonExecutive

Three Three

Name of Directors Position held in theCommittee

Category MEETINGS

Held Attended

Isher Singh Chairman Independent NonExecutive

Two Two

Rupinder Kaur Member Independent Non

Executive

Two Two

Rajbir Kaur Member Independent NonExecutive

Two Two

HIRA AUTOMOBILES LIMITED

35

5 REMUNERATIONOFDIRECTORS

6 STAKEHOLDERS GRIEVANCECOMMITTEE

7 GENERALBODYMEETINGS

There is no pecuniary relationship or transaction of the company with its independent directors other thanpayment of sitting fee to them for attending Board and Committee meetings Following Executive Directors werepaid as per detail given below

and no commission on profits is paid to any of the Directors No stock option has been given to any of theDirectors including Executive Directors

As on 31 March 2016 in compliance with the requirement of Section 178(5) of The Companies Act 2013Stakeholder Relationship Committee comprises of three Non-Executive Independent Directors to consider andresolve the grievances of security holders of the companyper detail given below

Sh Rahul Inder Singh Sidhu Managing Director has been appointed as Compliance officer for the purpose ofcomplying with various provisions of the Guidelines Regulations issued by Securities and Exchange Board ofIndia Listing Agreement with Stock Exchanges

The Company has not received any complaint during the year from the shareholders and there is no pendingcomplaint with the Company

(i) Location and time where last three Annual General Meetings were held is given below-

(i) Compositionst

(ii) ComplianceOfficer

(iii) Complaints

SN

NAME OFDIRECTOR

DESIGNATION SALARY Rs BENEFITS BONUS STOCKOPTIONS

PENSION

1 RahulinderSingh Sidhu

ManagingDirector

960000- - - - -

2 Neha Sidhu Whole TimeDirector

840000- - - - -

Name Category Designation

Isher Singh Independent Non Executive Chairman

Rupinder Kaur Independent Non Executive Member

Rajbir Kaur Independent Non Executive Member

Financial Year Date Time Venue

2012-13 30092013 1100 A M 20 Sector 8A Chandigarh 1100022013-14 30092014 500 PM 20 Sector 8A Chandigarh 110002

2014-15 30092015 500 PM 20 Sector 8A Chandigarh 110002

HIRA AUTOMOBILES LIMITED

36

(ii) Following Special Resolutions were passed in the previous 3 Annual General Meeting

(iii) No special resolution has been passed last year through postal ballot and no special resolution isproposed to be conducted through postal ballot

Quarterly results are normally published in the newspapers and also sent to BSE Limited Physical copy ofannual report which inter alia includes the Directors Report Corporate governance report Audited AccountsCash Flow Statements etc was sent to shareholders by post and also to BSE Limited The quarterly results andannual report isalso available on companys website at under investors section

Date 30092016 Time 0500 PM Day Friday and Venue Registered Office of the Company at 0598 Sector18B Chandigarh 160018

The companys Financial Year starts from 1 April every year and conclude on 31 March next year

The Register of Members and the Share Transfer Books of the Company shall remain closed from 29 day ofSeptember 2016 to 30 day of September 2016 (both days inclusive)

No dividend has been recommended by the Board this year and therefore information under this sub clause is nil

The shares of the Company are listed at BSE Limited only as other regional stock exchanges viz Delhi StockExchange Association Limited Ludhiana Stock Exchange Association Limited and Ahmedabad StockExchange Limited had been de-recoganised in the process of de-recoganition by Securities and ExchangeBoard of India The Company haspaid listing fee to BSE Limited

The Stock Code of the Company on BSE Limited is 531743

There was no trading of shares of the Company and no market price data is available Further Securities of theCompany were not suspended from trading by BSE Limited during last year

The Company has appointed Ms Beetal Financial amp Computer Services Private Ltd New Delhi as CommonAgency (RTA) for Share Transfer work in both modes physical as well as electronically Detail of RTA is as underMs Beetal Financial amp Computer Services Private LimitedBeetal House 3 Floor99 Madangir Behind Local Shopping Center Near Data Harsukhdas MandirNewDelhi- 110062 Ph 011-2996128182 Fax 011-29961284

The companys shares in dematerialized form transferable through depository system and Shares in physicalform are processed by Ms Beetal Financial amp Computer Services Private Limited The Board has authorised ShRahulinder Singh Sidhu Managing Director of the company to approve share transfers and matter relatedtherewith

8 MEANSOFCOMMUNICATION

9 GENERALSHAREHOLDERINFORMATIONAnnual General Meeting

Financial Year

BookClosure

Dividend

Listing

StockCode

StockMarket Data

Registrar andShareTransfer Agents

ShareTransfer System

wwwhiraautomobilescom

st st

th

th

rd

30092013 Nil

30092014 1 Approval for Borrowing Money in excess of the aggregate of the paid up share capital andfree reserves of the Company 2 Amendments in Articles of Association

30092015 Nil

HIRA AUTOMOBILES LIMITED

37

ReconciliationofShareCapital Audit

Distribution of shareholding

Dematerializationof sharesandliquidity

GDRsADRs

Mr Ravinder Kumar Practising Company Secretary carries out the Reconciliation of Share Capital Audit asmandated by SEBI and reports on the reconciliation of total issued and listed Capital with that of total sharecapital admitted held in dematerialized form with NSDL and CDSL and those held in physical form This audit iscarried out on quarterly basis and the report thereof is submitted to the Stock Exchanges

Detail of distribution of share holding of equity share of the Company by size and ownership class as on31032016 is given as under

The Shares of the company have not been traded on stock exchange during the period under review TheCompany has not been allotted ISIN and number of shares held in dematerialized formis nil

The Company has not issued any GDRsADRsWarrants or any Convertible instruments

UP TO 5000 129 6293 38840 38840000 14106

5001 TO 10000 49 2390 44500 44500000 16162

10001 TO 20000 7 341 10000 10000000 0363220001 TO 30000 4 195 9000 9000000 03269

30001 TO 40000 2 098 6800 6800000 02470

40001 TO 50000 1 049 4400 4400000 01598

50001 TO 100000 1 049 5200 5200000 01889

100001 AND ABOVE 10 585 2634700 2634700000 956876

Indian Promoter-IndividualHUF 11 2635700 9572

Non Resident Individual 1 500 002

Bodies Corporate 1 500 002

Resident Individuals-HUF 190 116740 424

HIRA AUTOMOBILES LIMITED

38

Plant ShowroomLocationsShowroom Locations

Address for correspondence

Related Party Transactions

Compliance

Vigil Mechanism

WhistleBlower Policy

Mandatory Requirements

1 Hira Automobiles Limited Rajbaha Road Patiala Ph No 0175-22091002 Hira Automobiles Limited Malout Road Muktsar Ph No 01633-2620203 Hira Automobiles Limited Village Bhadak Rajpura Ph No 01762-2448814 Hira Automobiles Limited Radha Swami Satsang Road Nabha PhNo 01765-5059595 Hira Automobiles Limited Muktsar Road Malout Ph No01637-2637246 Hira Automobiles Limited Patiala Pehowa Road DevigarhPh No0175-26311527 Hira Automobiles Limited Bathinda Malout Road Gidderbaha8 Hira Automobiles Limited Nabha Road Bhadson9 Hira Automobiles Limited Cheeka road Samana

10 Hira Automobiles Limited Malout Road Killianwali

Following is the address for correspondenceRegistered Office ndash Hira Automobiles Limited 0598 Sector 18-B Chandigarh 160018

There are no materially significant related party transactions that may have potential conflict with the interests ofcompany at large There were transactions with related parties at market price at arms length basis which aredisclosed in Form AOC ndash 2 attached herewith The policy on dealing with related party transactions is availableon web link of the Company

The Company has complied with all the provisions of listing agreement and that no penalties and or strictureshas been imposed on the company by Stock Exchange or SEBI or any statutory authority on any matter relatedto capital markets during the last three years

Detail of Vigil Mechanismis provided in the same heading in Directors Report

Company has formulated the Whistle Blower Policy to safeguard the interest of its stakeholders Directors andemployees to freely communicate and address to the Company their genuine concerns in relation to any illegalor unethical practice being carried out in the Company and that no personnel has been denied access to the auditcommittee

The Company has complied with all the mandatory requirements as stipulated in SEBI (Listing and DisclosureRequirements) Regulations 2015

10 OTHERDISCLOSURES

wwwhiraautomobilescom

HIRA AUTOMOBILES LIMITED

39

MANAGEMENTDISCUSSIONANDANALYSIS REPORT

1 Industrystructureanddevelopment

2 Opportunitiesandthreats

3 Segmentwiseor product wiseperformance

4 Outlook

5 Risksandconcern

6 Internal control systemsandtheir adequacy

HIRA AUTOMOBILES LIMITED

40

7 Discussiononfinancial performancewithrespect tooperational performanceDue to overall recessionary economy and internal competition with the new dealer there has been minoradverse impact on the financial stability of the company with respect to operational performance as the workingcapital limits of the company has increased substantially where as there is no growth in sales In comparison tominor growth in operational performance Profitability of the company has been decreasing during the yearinspite of higher burden of interest expenditure salary and wages and other admistrative expenses

8 HumanRecourses

9 Management of theCompany

Human Resource is considered to be the most prized assetof the company by the management Hence the work-forceis being looked after well and ensured that they remain motivated The 360 degree appraisal system ensures theirsatisfaction and brings out their concerns and bikerings which are addressed by the management immediately Thisimproves the employee-management relationship and makes themwork for the better future of the company

As Company has a large network of branches spread over 14 locations in two district of Patiala and Muktsar eachlocation is being managed by a rich experienced deemed CEO who is also known deemed key managerial personnelAll the branches key Managerial Personnel are reporting directly to CMD sitting at Patiala corporate office of thecompany

HIRA AUTOMOBILES LIMITED

41

COMPLIANCECERTIFICATEBYCHIEFEXECUTIVEOFFICERANDCHIEFFINANCIALOFFICER

We Rahulinder Singh Sidhu Managing Director and Sandeep Rana Chief Financial Officer of the Companyhereby certify thatA We have reviewed financial statements and the cash flow for the year ended 31 March 2016 and that to thebest of our knowledge and belief(1) These statements do not contain any materially untrue statement or omit any material fact or containstatements that might be misleading(2) These statements together present a true and fair view of the company affairs and are in compliance withexisting accounting standards applicable laws and regulationsB There are to the best of our knowledge and belief no transactions entered into by the Company during theyear that are fraudulent illegal or volatile to the companyscode of conductC We accept responsibility for establishing and maintaining internal controls for financial Reporting and that wehave evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting andwe have disclosed to the auditors and the audit committee deficiencies in the design or operation of such internalcontrols if any of which they are aware and the steps they have taken or propose to take to rectify thesedeficienciesD We have indicated to the auditorsand the Audit committee(1) Significant changes in internal control over financial reporting during the year(2) Significant changes in accounting policies during the year and that the same have been disclosed in thenotes to the financial statements and(3) There were no instances of fraud of which they have become aware and the involvement therein of themanagement or an employee having a significant role in the companys internal control system over financialreporting

I Rahulinder Singh Sidhu Managing Director of the Company hereby declare that all Board Members andSenior Management Personnel have affirmed compliance with the code of conduct for the Directors and SeniorManagement Personnel as approved by the Board for the Financial Year ended 31 March 2016

For

st

st

HIRA AUTOMOBILES LIMITED

42

AUDITORS CERTIFICATEONCORPORATEGOVERNANCE

The Board of DirectorsHira Automobiles LimitedChandigarh

We have examined the compliance of conditions of Corporate Governance by Hira Automobiles Limited for thefinancial year ended March 31 2016 as stipulated in the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015

The compliance of conditions of Corporate Governance is the responsibility of the management Ourexamination was limited to procedures and implementation thereof adopted by the company for ensuring thecompliance of the conditions of the Corporate Governance It is neither an audit nor an expression of opinion onthe financial statements of the company

In our opinion and to the best of our information and according to the explanations given to us we certify that thecompany has complied with the conditions of Corporate Governance as stipulated in the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015

We further state that such compliance is neither an assurance as to the future viability of the company nor theefficiency of effectiveness with which the management has conducted the affairs of the company

HIRA AUTOMOBILES LIMITED

43 HIRA AUTOMOBILES LIMITED

4

5

OPINION

REPORTONOTHERLEGALANDREGULATORYREQUIREMENTS

44 HIRA AUTOMOBILES LIMITED

Annexureldquo Ardquoto the Independent Auditors Report on the Standalone Financial Statements of Hira Automobiles Limited(Referred to in paragraph 1 (f) under Report on Other Legal and Regulatory Requirements of our report of evendate)

REPORT ON THE INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING UNDER CLAUSE (i)OF SUBSECTION3 OF SECTION 143 OF THE COMPANIES ACT 2013 (ldquoTHE ACTrdquo)

We have audited the internal financial controls over financial reporting of hira automobiles LIMITED (ldquotheCompanyrdquo) as of March 31 2016 in conjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

The Companys management is responsible for establishing and maintaining internal financial controlsbased onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the ldquoGuidance Noterdquo) issued by the Institute of Chartered Accountants of India These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherence to Companyspolicies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financial information as requiredunder the Companies Act 2013

Our responsibility is to express an opinion on the Companys internal financial controls over financial reportingbased on our audit We conducted our audit in accordance with the Guidance Note and the Standards onAuditing prescribed under Section 143(10) of the Companies Act 2013 to the extent applicable to an audit ofinternal financial controls Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if such controls operatedeffectively in all material respects Our audit involves performing procedures to obtain audit evidence about theadequacy of the internal financial controls system over financial reporting and their operating effectiveness Ouraudit of internal financial controls over financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditors judgement including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internalfinancial controlssystem over financial reporting

MANAGEMENTSRESPONSIBILITYFORINTERNALFINANCIALCONTROLS

AUDITORS RESPONSIBILITY

45 HIRA AUTOMOBILES LIMITED

MEANINGOFINTERNALFINANCIALCONTROLSOVERFINANCIALREPORTING

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVERFINANCIAL REPORTING

OPINION

A companys internal financial control over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles A companys internal financial controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of thecompany (2) provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and that receipts andpayments of the company are being made only in accordance with authorisation of management and directors ofthe company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the companys assets that could have a material effect on the financialstatements

Because of the inherent limitations of internal financial controls over financial reporting including thepossibility of collusion or improper management override of controls material misstatements due to error orfraud may occur and not be detected Also projections of any evaluation of the internal financial controlsover financial reporting to future periods are subject to the risk that the internal financial control over financialreporting may become inadequate because of changes in conditions or that the degree of compliance withthe policies or procedures may deteriorate

in our opinion to the best of our information and according to the explanations given to us the Companyhas in all material respects an adequate internal financial controls system over financial reporting and suchinternal financial controls over financial reporting were operating effectively as at March 31 2016 based onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note

46 HIRA AUTOMOBILES LIMITED

Annexure B To Auditors ReportAnnexure referred to in paragraph 3 of our report of even date

1 (a) The Company has maintained proper records showing full particulars including quantitativedetailsand situation of fixed assets at Corporate Office and in the process of maintaining at outlets

(b) We have been informed that the fixed assets of the company have been physically verified by themanagement at reasonable intervals and no material discrepancies were noticed on such verification

2 (a) As informed to us physical verification of inventory of the company has been conducted by themanagement at reasonable intervals (b) In our opinion and according to the explanations givento us the procedures of Physical verification of inventory followed by the management arereasonable and adequate in relation to the size of the company and the nature of its business

(c) In our opinion and according to the explanations given to us the Company is maintainingproper records of inventory We have been informed that no material discrepancies have been noticedon physical verification as compared to records

3 (a) According to the information and explanation given to us the Company has advanced inter corporatedeposits to three companies covered in the register maintained under section 189 of the CompaniesAct2013 and there is no stipulation as to the time period for recovery of principal and interest amount ofunsecured loan given

(b) Further as there is no stipulation as to the time period for recovery of principal amount ofunsecured loan given we are unable to comment on the overdue amount in respect of thesaid loan

4 In our opinion and according to the information and explanations given to us the Company has compliedwith the provisions of Sections 185 and 186 of the CompaniesAct 2013 in respect of grant of loans makinginvestments and providing guarantees and securities

5 According to the information and explanation given to us the Company has not accepted deposits frompublic Advances from customers for sale of vehicles and against sale promotion schemes run by theCompany to promote its sale are received and paid in the ordinary course of business

6 The maintenance of cost records under section 148(1) of the CompaniesAct 2013 has not been prescribedby the Central government for the Companysince it is not manufacturing Company

7 (a) According to the information and explanations given to us the company is generally regular indepositing all statutory dues including provident fund investor education and protection fundemployees state insurance income tax sales tax wealth tax custom duty excise duty cess and anyother statutory due with appropriate authority during the year

(b) According to the information and explanations given to us there are no disputed amount payables inrespect of provident fund investor education and protection fund employees state insurance incometax sales tax wealth tax customduty excise duty cess by the Company

(c ) No amount was lying with the company which was required to be transferred to investor education andprotection fund in accordance with the relevant provisions of the CompaniesAct 1956 (1 of 1956) andrulesmade there under

8 As informed to us the companyhas not defaulted in repayment of dues to financial institutions or banks

9 As informed to us the company has not given any guarantee for loans taken by others from bank orfinancial institutions

47 HIRA AUTOMOBILES LIMITED

10 As informed to us the proceeds of the term loans taken by the company are applied for the purpose forwhich the loans were obtained

11 Based on the audit procedures performed for the purpose of reporting the true and fair view of the financialstatements and as per the information and explanation given by the management we report that no fraudby the company has been noticed or reported during the course of our audit

48 HIRA AUTOMOBILES LIMITED

49

Particulars Note No As at As atMarch 312016 March 312015

I EQUITY AND LIABILITIES(1) Shareholders funds

(a) Share capital 2 2753440000 2753440000(b) Reserves and Surplus 3 6240053700 5676970200

(2) Non-current liabilities(a) Long term borrowings 4 10202167800 9006585600(b) Deferred tax liabilities (net) 5 1662638300 1542080600(c) Other long-term liabilities 6 5734992800 5067035200

(d) Long-term provisions 7 1339912400 1244415300(3) Current liabilities

(a) Short term Borrowings 8 49363423500 59501393100(b) Trade payables 9 1502741100 6123301200(c) Other current liabilities 10 3671194600 4679162300(d) Short term provisions 11 823155600 789863800

Total 83293719800 96384247300ASSETS

(1) Non-Current assets(a) Fixed assets

(i) Tangible assts 12 16817879700 16711642800(ii) Intangible assets 13 - -

(b) Non-current investments 14 1120000 1120000(d) Long-term loans and advances 15 2618538200 2251312400

(2) Current assets(a) Inventories 16 41208502100 40489156300(b) Trade Receivables 17 14372057700 13922503000(d) Cash and Cash equivalents 18 3697504100 11556587000(e) Short-term Loans and Advances 19 4497240800 11399114400(f) Other Current assets 20 80877200 52811400

Total 83293719800 96384247300

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

(IN RUPEES)

Chairman and Managing Director

Balance Sheet

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies 1

50

Particulars Note No Year Ended Year EndedMarch 312016 March 312015

I Revenue from operations 21 310372896800 323733670200II Other income 22 136994600 525412000III Total Revenue(I+II) 310509891400 324259082200IV Expenses

a Cost of Material Consumed 23 1357073500 1293751900b Purchase of Stock-in-Trade 24 281848216100 294479334400c Changes in Inventories of Finished Goods 25 (719345800) (186205700)d Employee Benefits Expenses 26 12664754100 12944732800e Finance Costs 27 5604834800 4157234900f Depreciation and Amortization expense 12 1358225700 1559476600g Other Expenses 28 7395406500 8383136200

Total Expenses 309509164900 322631461100V Profit before tax (III-IV) 1000726500 1627621100

VI Tax expense(a)Current tax 275985000 473844400(b)Deferred tax 120557700 -

VII Profit for the Year(V-VI) 604183800 1153776700VIII Prior period tax expenses 41100300 75346500IX Earnings per Equity Share(in Rupees) 563083500 1078430200

Basic 219 392Diluted 219 392

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

Profit amp Loss Account

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies

51

Particulars As at March 312016 As at March 312015A Cash Flow from Operating Activities

Net Profit before Tax 1627621100Adjustment forDepreciation 1559476600Interest expenses 4157234900Loss Profit on Sale of Fixed Assets -

Operating ProfitLoss before Working Capital Changes 7344332600Adjustment for(Increase)Decrease in Trade amp Other receivables 940107800(Increase)Decrease in Inventory (186205700)Increase(Decrease) in Trade Payables amp other provisions (4054306400)(Increase)Decrease in Other Loans amp Advances (4635970800)Cash generated from operations (592042500)Taxes Paid (549190900)Previous Year Taxes (Net) -Net Cash from Operating Activities (A) (1141233400)

B Cash Flow from Investing Activities(Purchase) of FixedCapital Expenditure (2227931100)Sale of Fixed Assets 883140700Sale(Purchase) of Investment (315826300)

Net Cash used in Investing Activities (B) (1660616700)C Cash Flow from Finance Activities

Proceeds from Long Term Borrowing (Net) (4869873700)Secured Loan 18024550800Unsecured Loan - 991878400Interest paid (4157234900)Net Cash from Financing Activities (C ) 9989320600

Net increase in Cash and Equivalents (A+B+C) 7187470500Opening Balance of Cash and Cash Equivalents 4369116500

Closing Balance of Cash and Cash Equivalents

1000726500

13582257005604834800

69725800

8033512800

(449554700)(719345800)

(5595236000)68738078008143184100(275985000)

(41100300)7826098800

(1622365700)88177300

(367225800)

(1901414200)

1959036900(10137969600)

(5604834800)(13783767500)

(7859082900)11556587000

3697504100 11556587000

Notes1 Figures in brackets indicate cash outflow2 The above Cash Flow Statement has been prepared under the indirect method set out in AS 3-Cash

Flow Statement as prescribed by Companies (Accouning Stanadards)Rules2006

This is the Cash Flow Statement referred to our report of even date

Cash Flow Statement

HIRA AUTOMOBILES LIMITED

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

For the Year Ended 31 March 2016st

52

Notes to Accounts2 SHARE CAPITAL

As at March 31 2016 As at March 312015(1)AUTHORISED6000000 Equity shares of Rs10-each 6000000000 6000000000

FULLY PAID UP

ISSUEDSUBSCRIBED -2753440 Equity shares of Rs10 each

6000000000 6000000000

2753440000 2753440000

2753440000 2753440000

Shares at the beginning of the accounting Period2753440 Equity shares of Rs10- each 2753440000 2753440000Additions during the year - -Shares outstanding at the end of year 2753440000 2753440000Total 2753440000 2753440000

(a) Rights Preferences and Restrictions Attached to sharesEquity Shares The Company has only one class of equity shares having a par value of Rs 10 per shareEach Shareholder is entitled to one vote per share In the event of liquidation of the company the holder ofequity shares will be entitled to receive any of the remaining of the Company after distribution of allpreferential amounts However no such preferential amount exist currently The distribution will be inproportion to the number of equity shares held by the equity shareholders(b) Detail of Shares held by Shareholders holding more than 5 of the Aggregate Shares in theCompany

Name of Shareholders No of Shares Shareholding as at March31 2016

Rajinder Kaur Bhattal 826000 3000Kuldeep Singh Bhattal 272100 988Rahul Sidhu 270000 981Simran Bajwa 265000 962Manjeet Kaur Sangha 862900 3134

3 RESERVES AND SURPLUSAs at March 312016 As at March 312015

General reserveAt the beginning of the accounting period 723675000

-

-

-

-

723675000Additions during the yearAt the end of the accounting period 723675000 723675000Surplus in Statement of Profit and LossAt the beginning of the accounting period 4953295200 3874865000Additions during the year 563083500 1078430200(balance in statement of profit amp loss ac)prior period expenses written offtransfer tofrom reservesAt the end of the accounting period 5516378700 4953295200

Total 6240053700 56769702004 LONG TERM BORROWINGS

As at March 312016 As at March 312015SECUREDTerm loan(Secured against hypof car and guaranteed bythe directors of the co)

(Secured against Focal Point Properties andguaranteed by directors)

-

5018479300

142138000

5774447600

UNSECUREDLoans from directors 5183688500 3090000000Loans from shareholders and public - -Total 10202167800 9006585600

Term loan

HIRA AUTOMOBILES LIMITED

53

5 DEFERRED TAX LIABILITIES (NET)As at March 312016 As at March 312015

Deferred tax liabilities 1662638300 1542080600Total 1662638300 1542080600

6 OTHER LONG TERM LIABILITIESAs at March 312016 As at March 312015

Sales promotion scheme- Customeradvances

5046479000 4415090000

Security from Employees 688513800 651945200Total 5734992800 5067035200

7 LONG TERM PROVISIONSAs at March 312016 As at March 312015

Gratuity provision 1339912400 1244415300Total 1339912400 1244415300

10 OTHER CURRENT LIABILITIESAs at March 312015

Current maturities of long term debts 880473400 1674618400Interest accrued and due on borrowings - -Value added tax and CST 2185026500 2517359600TDS payable 111535600 157798400Current year taxes payable(net of advance tax) - -

Other payables 494159100 329385900Total 3671194600 4679162300

11 SHORT TERM PROVISIONS

(a) Provisions for employee benefits 823155600 789863800

8 SHORT TERM BORROWINGSAs at March 312016 As at March 312015

Secured loans from banksPunjab National Bank -(secured against hypothecation of stockand book-debts)Gur Mandi Patiala 30680878500 29077205300Gagan Chowk Rajpura 1863121400 1705992300New Grain Market Muktsar and Malout 842363700 757042200Inventory funding 15977059900 27961153300(secured against hypothecation of stockand book-debts)Total 49363423500 59501393100

9 TRADE PAYABLESAs at March 312016 As at March 312015

Sundry Creditors 357269200 2822407500Advance from Parties-Interest free 1145471900 3300893700Total 1502741100 6123301200

HIRA AUTOMOBILES LIMITED

As at March 312016 As at March 312015

Total 823155600 789863800

As at March 312016

54 HIRA AUTOMOBILES LIMITED

14 NON CURRENT INVESTMENTAs at March 312016 As at March 312015

Investment in Shares 1120000 1120000Investment in Mutual Funds - -

Total 1120000 1120000

15 LONG TERM LOANS AND ADVANCESAs at March 312016 As at March 312015

Security Deposits 366283000 337485500(Unsecured considered good unlessOtherwise Stated)Intercorporate Deposits 2252255200 1913826900Total 2618538200 2251312400

16 INVENTORIESAs at March 312016 As at March 312015

(As taken valued amp certified by the management)

Stock in Trade (in respect of goodsacquired for trading )

38093012700 37213584000

Stores Spares amp Loose tools 3115489400 3275572300

Total 41208502100 40489156300

17 TRADE RECEIVABLESAs at March 312016 As at March 312015

(unsecured considered good unlessotherwise stated)(1)Debts outstanding for a period exceeding

six months from the date they are due 513584600 623548900(2)Other debts 13858473100 13298954100Total 14372057700 13922503000

55

18 CASH amp CASH EQUIVALENTS As at March 312016 As at March 312015

(a) Balance with BanksFixed deposits 1260950600 812770600(Earmarked balances with banksheld as margin moneyagainst borrowingsand other commitments)Current accounts 1243916600 6403274200Gold Coins 29547200 29547200(b) Cheques Draft on HandCheques in HandCash in hand

202088500961001200

30714258001239569200

Total 3697504100 11556587000

19 SHORT TERM LOANS amp ADVANCESAs at March 312016 As at March 312015

(Unsecured considered good unlessotherwise stated)advances recoverable in cash orin kind for the value to be received(1)Advance to parties 2541662700 9294257800(2) Receivable from revenue authorities 551783000 569108700(3)Current years taxes recoverable(net ofliability)

332615600 380504500

(4) Other advances 1071179500 1155243400Total 4497240800 11399114400

HIRA AUTOMOBILES LIMITED

56

20 OTHER CURRENT ASSETSAs at March 312016 As at March 312015

Prepaid Expenses 80877200 52811400

Total 52811400

21 REVENUE FROM OPERATIONSAs at March 312016 As at March 312015

Sale of products 290733945600 301324413800Sale of services 9681919400 10435033800

Other operating revenues 9957031800 11974222600310372896800 323733670200

Less Excise duty - -Total 310372896800 323733670200

22 OTHER INCOMEAs at March 312016 As at March 312015

Interest income 87335400 279807100Other Non-operating income 49659200 245604900Total 136994600 525412000

23 COST OF MATERIAL CONSUMEDAs at March 312016 As at March 312015

Purchases Raw-Materials and PackingMaterials

1357073500 1293751900

Add Opening balance of stock - -1357073500 1293751900

Less Closing balance of stock - -Total 1357073500 1293751900

80877200

24 PURCHASE OF STOCK IN TRADEAs at March 312016 As at March 312015

Purchases of Traded goods 281848216100 294479334400

Total 281848216100 294479334400

25 CHANGES IN INVENTORIESAs at March 312016 As at March 312015

Finished Goodsat the beginning of the accounting period - -at the end of the accounting period - -Stock-in-Tradeat the beginning of the accounting period 40489156300 40302950600at the end of the accounting period 41208502100 40489156300Total (719345800) (186205700)

26 EMPLOYEE BENEFIT EXPENSESAs at March 312016 As at March 312015

Salary and Wages 8156996000 9654096800HRA Expenses and other allowance 2733336200 1148756100Contribution to Provident fund 587123100 490338400Contribution to Employees state Insurance fund 157923000 161030000Workers and Staff Welfare 299823200 269213600Gratuity Expenses 95497100 64570600Bonus 420931500 903597900Employees Training and Uniform expenses 213124000 253129400Total 12664754100 12944732800

HIRA AUTOMOBILES LIMITED

57

27 FINANCE COSTSAs at March 312016 As at March 312015

Interest ExpenseInterest to Banks 4309580000 3483884100Interest on Unsecured loans 1196279800 577607600Interest to Customers (36290200) (95330900)Interest to MSIL (121679800) (50429300)Interest to Bank on Vehicle loan 29667800 43272600Bank Charges 227277200 198230800

Total 5604834800 4157234900

28 OTHER EXPENSESAs at March 312016 As at March 312015

Accessories Expenses 9551600 18313400Festival Expenses 30357200 8141000Donation 13123500 9144500Freight Inward 23896900 26399000Power amp Fuel 913761800 911434100Software Usage Charges 91413600 86473500Entertainment Exp 19129900 29106000Rent Rates amp Taxes 701191800 671145200General Expenses 162725500 138611000Godown Rent 57600000 48125000Insurance 161551400 173705300Legal expenses 43474400 60436900Misc Expenses 7073900 3598300News Paper amp Periodicals 9374100 7947200Outside Labour Expenses 284322400 102072700Payment to the Auditors 48313400 15000000Postage amp Courier Expenses 10683600 13298800Professional Charges 147965200 1006744000Printing amp Stationery 165125400 223093400Repair to Buildings and fixed assets 309177500 427256800MDS Expenses 21264900 35806500Telephone Expenses 326712100 525640000Workshop Expenses 325704400 579373600Vehicle Running Expenses 182200200 225090800Other expenses 18263600 405070100Advertisement ExpensesDiscounts

99310800745200400

118382500821623000

Customer welfare 146224200 161357500Demo Expenses amp PDI Expenses 372510300 437441500Sales Promotion 696744200 773152400Sale Commission amp Incentives 160190000 35180000Pool Cancellation and lifting charges 202092600 166694500Marketing Staff Tour expensesTrue Value Expenses

531070200358105500

581622300442725000

Total 7395406500 8383136200

HIRA AUTOMOBILES LIMITED

58 HIRA AUTOMOBILES LIMITED

Post-Employment BenefitsDefined Contribution PlansA defined contribution plan is a post-employment benefit plan under which the Company pays specifiedContributions to a separate entity The Company makes specified monthly contributions towards ProvidentFund Superannuation Fund and Pension Scheme The Companys contribution is recognized as an expense inthe Profit and Loss Statement during the period in which the employee renders the related service

The Company does not deal with Foreign Currency hence AS-11 ldquoEffect of changes in Foreign Exchangesissued bythe Institute of Chartered Accountantsof India isnot applicable

Cash Flow Statements has been prepared following the indirect method set out in the Accounting Standard-3 on ldquoCash Statements ldquoissued by the Institute of Chartered Accountants of India

(i) Income tax expenses for the period comprise of Current Tax amp Deffered Tax(ii) Current tax is measured at the amount expected to be paid to the tax authorities using the applicable tax

Rates of the Income TaxAct 1961(iii) Deferred Tax is calculated on the timing differences being the difference between accounting income and

taxable income which originates in one period and are capable of reversal in one or more subsequentaccounting periods in accordance with the provisions of Accounting Standard -22 on ldquoAccounting forTaxeson Incomerdquo issued by the Institute of Chartered Accountants of IndiaDeferred tax assets are recognized only to the extent that there is a reasonable certainty that sufficientfuture income will be available except that deferred tax assets in case there are unabsorbed depreciationor losses are recognized if there is virtual certainty that sufficient future taxable income will be available torealize the same

Depreciation on Fixed Assets is provided on the basis of Straight Line Method (SLM) Depreciation isprovided based on useful life of the assets as prescribed in Schedule II to the Companies Act 2013

Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and itis probable that an outflow of resources will be required to settle the obligation and a reliable estimate canbe made Provisions are not discounted to their present value and are determined based on the bestestimate required to settle the obligation at the reporting date These estimates are reviewed at eachreporting date and adjusted to reflect the current best estimatesContingent liabilities are disclosed unless the possibility of outflow of resources is remoteContingent assets are neither recognized nor disclosed in the financial statements

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value Animpairment loss is charged to the Profit and Loss Statement in the year in which an asset is identified asimpaired The impairment loss recognized in prior accounting period is reversed if there has been a changein the estimate of recoverable amount

G) ForeignCurrencyTransaction

H) CashFlowStatements

J) Depreciation

K) ProvisionsandContingent liabilities

L) Impairment ofAssets

I) TaxesonIncome

59 HIRA AUTOMOBILES LIMITED

M) EarningsPer Share

N) Segment Reporting

has been made in accordance with the requirement of Accounting Standard (AS) -20 on Earnings PerShare issued by the Institute of Chartered Accountants of India Diluted Earning per share is the same asBasic Earning per share because there is no potential equity shares which would have dilutive effect onearning per shares to equity shareholders

The Company is Authorized Dealer of Maruti Suzuki India Limited (MSIL) and hence is engaged in thebusiness of sale amp service of MSIL vehicles As the basic nature of sale of variants of vehicles is governedby the same set of risk amp returns these have been grouped as single segment as per AccountingStandard(AS-17) on segment reporting issued by the Institute of Chartered Accountants of India

2 Detail in respect of Opening Stock Sales and Closing Stock as follows

3 (a) During the year the company has recognized the following amounts as Defined Contribution Pan in theProfit and Loss Account

i) Employers Contribution to Provident Fund - Rs 5871 Lacsii) Employers Contribution to Employee State Insurance - Rs 1579 Lacs

The calculation of Earnings Per Share (EPS) as disclosed in the Balance Sheet Abstract

(b) During the year the Company has made provision for Gratuity in books asdesigned benefit plan

4 Subsequent to Accounting Standards -22 Accounting for Taxes on Income Issued by the Institute ofCharteredAccountants of India Deferred Tax Expenses of Rs 120557700 for the periods is recognized inthe profit and LossAmount

Calculation of Deferred TaxLiability is as followsWritten down value of Fixed Assets as on 31032016 (As per Company Act) 168178793Written down value of Fixed Assets as on 31032016 (As per Income Tax Act) 114371729bull Timing Difference 53807064bull Tax 3090 16626383bull Deferred Tax Liability as on 31032016 16626383bull Deferred Tax Liability as on 31042015 15420806bull Deferred Tax Liability to be provided for 1205577

5 Legal amp Professional Fees includes Payments to Auditors comprising as follows-i) Statutory Audit fee Rs 10000000ii) Tax audit and Vat audit Fee Rs 5000000

6 Related Party Disclosure in accordance with Accounting Standard-18

Pacific Finlease Pvt LtdRahul Sidhu Enterprises Pvt LtdRSG Studios Pvt Ltd

(a) Enterprises owned or Significantly Influenced by Directors and their Relatives

60 HIRA AUTOMOBILES LIMITED

Particulars Opening Stock Sales Closing StockQty

825VehiclesSpares ampAccessory

Amount(Rs In Lacs)

37213632756

Qty

5627

Amount(Rs In Lacs)2647068260272

Qty

1131

Amount(Rs In Lacs)

38093031155

b)

Pacific Finlease Pvt Ltd

Rahul Sidhu Enterprises Pvt Ltd

RSGStudios Pvt Ltd

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 1915Interest Recovered during the financial year 207

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 14379Interest Recovered during the financial year 035

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 6229Interest Recovered during the financial year 618

7 Calculation of Earning Per Share is as follows Profit after Tax as per Profit amp Loss Account as on 3132016 5630835

For Basic Earning Per share 2753440For Diluted Earning Per Share 2753440

Basic 219Diluted 219

8 Balance confirmation letters have been obtained from some of the parties on test check basis9 Figures of Previous year have been re-grouped and re classified wherever necessary in order to

conform to the current years presentation

As per our report of even date

No of Equity Share (Face value Rs 10- each)

Detail of transaction for the financial year 2015-16

Earning Per Share

61 HIRA AUTOMOBILES LIMITED

Page 2: HIRAAUTOMOBILESLIMITED - bseindia.com · S. Isher Singh Director Mrs. Neha Sidhu Whole time Director Mrs ... Name Rahulinder Singh Sidhu Age 34 Brief Resume Working as Director in

1

S Rahulinder Singh SidhuChairman and Managing Director

S Isher SinghDirector

Mrs Neha SidhuWhole time Director

Mrs Rajbir KaurDirector

Mrs Rupinder KaurDirector

SANDEEP RANA

CFOCFO

PUNJAB NATIONAL BANK

PANKAJ CHUGH amp ASSOCIATESChartered Accountants 11-S Swaran Vihar NearVikas Colony

Rajpura Road Patiala

MARUTI SUZUKI INDIA LIMITEDPALAM-GURGAON ROAD GURGAON

REGISTERED OFFICE- 0598 SECTOR 18-B CHANDIGARH 160018

SHOWROOMS amp WORKSHOSHOWROOM (SALES OUTLETS)- WORKSHOPS1 Rajbaha Road PATIALA 1 13-B Factory Area PATIALA2 Bhai Complex Malout Road MUKTSAR 2 Narwana Road PATRAN (Patiala)3 Patiala Rajpura Road RAJPURA 3 Bhai Complex Malout Road MUKTSAR4 Muktsar Road MALOUT 4 C-20 Focal Point PATIALA5 Radhaswamy Satsang Road NABHA 5 Patiala Rajpura Road RAJPURA6 Patiala Pehowa Road Devigarh 6 Muktsar Road MALOUT7 Bathinda Malout Road Gidderbaha 7 Radhaswamy Satsang Road NABHA8 Nabha Road Bhadson 8 Patiala Pehowa Road Devigarh9 Malout Road Killianwali 9 B-1A Focal Point Patiala10Cheeka Road Samana 10 Bathinda Malout Road Gidderbaha

11 Nabha Road Bhadson

BOARD OF DIRECTORS

CFO

BANKERS

AUDITORS

PRINCIPAL

REGISTERED OFFICE

SHOWROOMS amp WORKSHOPS

HIRA AUTOMOBILES LIMITED1

HIRA AUTOMOBILES LIMITEDRegistered Office- CIN-L50101CH1989PLC009500

Email website Telephone 0175-2209100101102

Notice is hereby given that the 27th Annual General Meeting of the Company will be held on Friday the 30 dayof September 2016 at 0500 pm at the registered office of the company situated at

to transact the following business

1 To consider and adopt the Audited Financial Statements of the Company for the financial year ended 31March 2016 and the Reports of the Board of Directors and the Auditors thereon

2 To appoint a Director in place of Shri Rahulinder Singh Sidhu (DIN-00447452) who retires by rotation andbeing eligible offers himself for reappointment

To consider and if thought fit to pass with or without modification (s) the following resolution as an OrdinaryResolutionldquoRESOLVED THAT appointment of Ms Pankaj Chugh amp Associates Chartered Accountants Patiala whowere appointed to hold office from the conclusion of 25th Annual General Meeting until the conclusion of the 28Annual General Meeting as Statutory Auditors of the Company at such remuneration as may be mutuallyagreed between the Board of Directors of the Company and the auditors be and is hereby ratifiedrdquo

By order of the BoardFor

1 A member entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and vote on a pollinstead of himself herself and the proxy need not be a member of the company The proxy in order to beeffective must be received by the company not less than forty eight hours before the meeting The proxy formand attendance slip are enclosed herewith

2 The Register of Members and the Share Transfer Books of the Company shall remain closed from 29 day ofSeptember 2016 to 30 day of September 2016 (both days inclusive)

3 The Company has appointed Mr Ravinder Kumar Company Secretary in Practice as Scrutinizer toscrutinize the e-voting process in a fair and transparent manner and to declare results4 Pursuant to the provisions of Section 108 of the Companies Act 2013 and Rule 20 of the Companies(Management and Administration) Amendment Rules 2015 and Regulation 44 of SEBI (Listing and DisclosureRequirements) Regulations 2015 the Company is pleased to provide members facility to exercise their votesby electronic means and the business may be transacted through e-voting as per instructions below(a) Date and time of commencement of voting through electronic means Monday September 26 2016 at

900 a m(b) Date and time of end of voting through electronic means beyond which voting will not be allowed ThursdaySeptember 29 2016 at 500 p m(c) Details of Website

0598

0598

Sector 18B Chandigarh 160018

Sector18BChandigarh160018

hiraaccountsgmailcom wwwhiraautomobilescom---------------------------------------------------------------------------------------------------------------------------------------

NOTICEth

st

th

th

th

ORDINARYBUSINESS

3 RATIFICATIONOFAPPOINTMENTOFAUDITORS

2 HIRA AUTOMOBILES LIMITED

(d) Details of persons to be contacted for issues relating to e-voting Mr Puneet Mittal Ms Beetal Financial andComputer ServicesPrivate Limited NewDelhi Tel No011-29961281-283e-mailbeetalrtagmailcom and CDSL at Tel No 18002005533 e-mail helpdeskevotingcdslindiacom

(e) Details of Scrutinizer Mr Ravinder Kumar Company Secretary in PracticeThe e-voting module shall be disabled for voting on Thursday September 29 2016 at 500 p m Once thevote on a resolution is cast by the shareholder the shareholder shall not be allowed to change itsubsequently The voting right of shareholders shall be in proportion to their share in the paid up equity sharecapital of the Company as on the cut off(record date) date as on 23 September 2016

(f) The instructions for shareholdersvoting electronically are asunder(i) The voting period begins on 26 September 2016 and ends on 29 September 2016

During this period shareholdersrsquo of the Company holding shares either in physical form or in dematerializedform as on the cut-off date (record date) on Friday 23 September 2016 may cast their vote electronicallyThe e-voting module shall be disabled byCDSL for voting thereafter

(ii) The shareholders should log on to the e-voting website wwwevotingindiacom during the voting period(iii) Click on ldquoShareholdersrdquo tab(iv) NowEnter your User IDa For CDSL 16 digits beneficiary IDb For NSDL 8 Character DP ID followed by 8 Digits Client IDc Members holding shares in Physical Form should enter Folio Number registered with the Company(v) Next enter the Image Verification as displayed and Clickon Login(vi) If you are holding shares in dematerialised form and had logged on to wwwevotingindiacom and voted

on an earlier voting of any company then your existing password is to be used(vii) If you are a first time user follow the steps given below

(viii) After entering these details appropriately click on ldquoSUBMITrdquo tab(ix) Members holding shares in physical form will then directly reach the Company selection screen However

members holding shares in demat form will now reach lsquoPassword Creationrsquo menu wherein they are requiredto mandatorily enter their login password in the new password field Kindly note that this password is to bealso used by the demat holders for voting for resolutions of any other company on which they are eligible tovote provided that company opts for e-voting through CDSL platform It is strongly recommended not toshare your password with any other person and take utmost care to keep your password confidential

(x) For Members holding shares in physical form the details can be used only for e-voting on the resolutionscontained in this Notice

rd

th th

rd

3

Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for bothdematshareholders aswell asphysical shareholders)

Memberswho have not updated their PAN with the CompanyDepositoryParticipantare requested to use the first two letters of their name and the 8 digits of the sequencenumber in the PAN field

bull In case the sequence number is less than 8 digits enter the applicable number of0rsquos before the number after the first two characters of the name in CAPITAL

lettersE g If your name is Ramesh Kumar with sequence number 1 then enter

bull

For Members holding shares in Demat Form and Physical Form

PAN

DividendBank

Detailsor

DOBDate

of Birth

Enter the Dividend Bank Details or Date of Birth ( ddmmyyyy format ) as recorded in your demataccount or in the company records in order to login

bull If both the details are not recorded with the depository or company please enter themember

HIRA AUTOMOBILES LIMITED

(xi) Click on the EVSN for the on which you choose to vote

(xii) On the voting page you will see and against the same the option ldquoYESNOrdquo

for voting Select the option YES or NO as desired The option YES implies that you assent to theResolution and option NOimplies that you dissent to the Resolution

(xiii) Click on the if you wish to view the entire Resolution details

(xiv) After selecting the resolution you have decided to vote on click on rdquo A confirmation box will be

displayed If you wish to confirm your vote click on else to change your vote click on and

accordingly modify your vote(xv) Once you your vote on the resolution you will not be allowed to modify your vote

(xvi) You can also take out print of the votes cast by clicking on ldquoClick here to printrdquo option on the Voting page(xvii) If Demat account holder has forgotten the login password then Enter the User ID and the image verification

code and click on Forgot Password amp enter the details as prompted by the system

middot Non ndash Individual Shareholders (ie other than Individuals HUF NRI etc) and Custodians are required tolog on to and register themselves as Corporate(s)

middot A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to

middot After receiving the login details they have to create compliance user should be created using the adminlogin and password The Compliance user would be able to link the account(s) for which they wish to voteon

middot The list of accounts linked in the login should be mailed to helpdeskevotingcdslindiacom and onapproval of the accounts they would be able to cast their vote

middot A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour ofthe Custodian if any should be uploaded in PDF format in the system for the scrutinizer to verify the same

(xx) In case you have any queries or issues regarding e-voting you may refer the Frequently Asked Questions(ldquoFAQsrdquo) and e-voting manual available at under help section or write an email to

5 Members are requested to register their e-Mail id with the company or its Registrar or their depositoryparticipant to enable the company to send the notices and other reports through email

6 The Scrutinizer shall within a period of two working days from the conclusion of e-voting period unblockthe votes in presence of at least two witnesses not in employment of the Company and make a report of thevotes cast in favour or against if any forthwith to the Chairman of the Company The results shall bedeclared within two working days from the conclusion of the AGM The results declared along with thereport of Scrutinizer shall be placed on the Companyrsquos website and the website of CDSL andcommunicated to the stock exchanges

7 Details of Directors seeking re-appointmentappointment at the forthcoming Annual General Meetingas required under Secretarial Standards-2 on General Meetings and in pursuance of Regulation 36 (3)of SEBI (Listing Obligations amp Disclosure Requirements) Regulations 2015 are given as annexure

ltHIRAAUTOMOBILESLIMITEDgt

ldquo RESOLUTIONDESCRIPTIONrdquo

ldquo RESOLUTIONSFILELINKrdquoldquo SUBMIT

ldquo OKrdquo ldquo CANCELrdquo

ldquo CONFIRMrdquo

(xix)

(xviii) Shareholders can also cast their vote using CSDLrsquos mobile app m-voting available for androidbased mobiles The m-voting app can be downloaded from the Google play store Apple andWindows phone users can download the app from the App Store and the Windows Phone Storerespectively on or after 30 June 2016 Please follow the instructions as prompted by the mobileapp while voting on your mobile

4 HIRA AUTOMOBILES LIMITED

5

ANNEXURE TO ITEM NO 2 OF NOTICE

Name Rahulinder Singh SidhuAge 34

Brief Resume Working as Director in the company for the last fifteen years

Nature of his expertise in specific functionalareas

Vehicle industry

Date of first appointment on the Board 29092001

Qualifications Graduate

Experience fifteen years

As per Companyrsquos policy on appointment of Board members

Last drawn remuneration if applicable As mentioned in the Corporate Governance Report ( forming partof Annual Report 2015 -16)

Shareholding in the company held eitherhimself or on a beneficial basis for any otherpersons

270000 equity shares of Rs10- each

Relationship with other Directors Managerand other Key Managerial Personnel of thecompany

Related with Smt Neha Sidhu Whole Time Director of theCompany as Husband

The number of Meetings of the Boardattended during the Year

Fifteen ( for details please refer to the Corporate GovernanceReport forming part of Annual Report 2015 -16)

Names of companies in which the personalso holds the directorship and themembershipChairman of Committees ofthe Board

1 Rahul Sidhu Enterprises Private Limited2 Rahul Sidhu Media Private Limited3 Pacific Finlease Private Limited4 RSG Studios Private Limited

Chairmanshipmember of the Committeesof Board of Directors of other Indian PublicCompanies

NIL

Terms and conditions of appointment orre-appointment along with details ofremuneration sought to be paid

HIRA AUTOMOBILES LIMITED

6

PROXY FORM[Pursuant to section 105(6) of the Companies Act 2013 and rule 19(3) of the Companies (Management and Administration) Rules 2014]

Name of the Company Hira Automobiles Limited

CIN L50101CH1989PLC009500

Registered Office- 0598 Sector 18B Chandigarh 160018

Email hiraaccountsgmailcom

website wwwhiraautomobilescom

Tel No 0175-2209100101102

Name of the member (s)

Registered address

E-mail Id

Folio No Client Id

DP ID

IWe being the member (s) of helliphelliphelliphellip shares of the above named company hereby appoint

1 Name

Address

E-mail Id

Signaturehelliphelliphelliphelliphellip or failing him

2 Name helliphelliphelliphelliphelliphelliphelliphellip

Address

E-mail Id

Signature helliphelliphelliphelliphellip or failing him

3 Name helliphelliphelliphelliphelliphelliphelliphellip

Address

E-mail Id

Sig nature helliphelliphelliphelliphellip

as myour proxy to attend and vote (on a poll) for meus and on myour behalf at the 27th Annual General Meeting of the company to be

held on Friday the 30th day of September 2016 at 0500 pm at Registered Office of the Company 0598 Sector 18B Chandigarh

160018 and at any adjournment thereof in respect of such resolutions as are indicated below

Resolution No Resolution Vote

For Against

Ordinary Business

1 Approval of Annual Accounts for the year ended 31032016

2 To appoint a Director in place of Shri Rahulinder Singh Sidhu who retires byrotation

3 Ratification of Appointment of Auditors

Signed thishelliphellip day ofhelliphelliphellip 2016

Signature of shareholder -----------------------Signature of Proxy holder(s) ------------------

Note This form of proxy in order to be effective should be duly completed and deposited at the Registered Office ofthe Company not less than 48 hours before the commencement of the Meeting

Affix

Revenue Stamp

HIRA AUTOMOBILES LIMITED

8

[Pursuant to section 109(5) of the Companies Act 2013 and rule 21(1) (c) of theCompanies (Management and Administration) Rules 2014]

HIRA AUTOMOBILES LIMITED

CIN ndash L50101CH1989PLC009500

Registered Office- 0598 Sector 18B Chandigarh 160018

Email- hiraaccountsgmailcom website- wwwhiraautomobilescom

Tel No 0175-2209100101102

SNO Particulars Details

1 Name of the First Named Shareholder (In block letters)

2 Postal address

3 Registered folio No Client ID No(Applicable to investorsholding shares in dematerialized form)

4 Class of Share

I hereby exercise my vote in respect of Ordinary Special resolution enumerated below by recording my assent or dissent to thesaid resolution in the following manner

No Item No No of sharesheld by me

I assent to theresolution

I dissent from theresolution

Ordinary Business

1 Approval of Annual Accounts for the year ended31032016

2 To appoint a Director in place of Shri Rahulinder SinghSidhu who retires by rotation

3 Ratification of Appointment of Auditors

PlaceDate

(Signature of the Shareholder)

ATTENDANCESLIPName of the Company Hira Automobiles Limited

CIN L50101CH1989PLC009500

Registered Office- 0598 Sector 18B Chandigarh 160018

Email hiraaccountsgmailcom

website wwwhiraautomobilescom

Tel No 0175-2209100101102

(Please complete this attendance slip and hand it over at the entrance of the Hall)

I hereby record my presence at 27th Annual General Meeting of the Company held on Friday the 30th day of September 2016 at

0500 pm at Registered Office of the Company at 0598 Sector 18B Chandigarh 160018

Folio NoDP ID-Client ID

Full Name of the Shareholder in Block Letters

No of Shares Held

Name of Proxy (if any) in Block Letters

Signature of theShareholderProxyRepresentative

Strike out whichever is not applicable

27th ANNUAL GENERAL MEETINGTOBEHELDONFRIDAY THE30th DAYOFSEPTEMBER 2016 AT0500 PMATREGISTEREDOFFFICEOF THECOMPANY0598 SECTOR18B CHANDIGARH 160018

HIRA AUTOMOBILES LIMITED

10 HIRA AUTOMOBILES LIMITED

FINANCIAL HIGHLIGHTS

EXTRACTOFANNUALRETURN

MEETINGSOFTHEBOARDOFDIRECTORS

DIRECTORS RESPONSIBILITYSTATEMENT

The Extract of Annual Return as required under section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 in Form MGT-9 is annexed herewith for your kindperusal and information

During the Financial Year 2015-16 the Company held fifteen Board meetings of the Board of Directors as perSection 173 of Companies Act 2013 which is summarized below The provisions of Companies Act 2013 andlisting agreement were adhered to while considering the time gap between two meetings

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors of the Company confirms that-(a) In the preparation of the annual accounts the applicable accounting standards have been followed along

with proper explanation relating to material departures(b) The directors had 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 thecompanyat the end of the financial year and of the profit and loss of the company for that period

(c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the company and for preventingand detecting fraud and other irregularities

(d) The directors have prepared the annual accounts on a going concern basis and(e) The directors have laid down internal financial controls to be followed by the company and that such internal

financial controls are adequate and were operating effectively(f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws

and that such systems were adequate and operating effectively

11

30042015 30052015 31052015 21072015 31072015 15092015

30092015 31102015 02112015 30112015 02012016 02022016

15022016 22022016 10032016

HIRA AUTOMOBILES LIMITED

AUDITORSANDREPORTTHEREON

LOANS GUARANTEESANDINVESTMENTS

RELATEDPARTYTRANSACTIONS

CONSERVATIONOFENERGY TECHNOLOGYABSORPTIONANDFOREIGNEXCHANGEOUTGO

RISKMANAGEMENT

DIRECTORSANDKMP

DEPOSITS

Ms Pankaj Chugh amp Associates Chartered Accountants Patiala was appointed as Statutory Auditors for a

period of three years in the Annual General Meeting held on 30 September 2014 Their continuance of

appointment and payment of remuneration are to be confirmed and approved in the ensuing Annual General

Meeting There are no qualifications or adverse remarks in the Auditors Report which require any clarification

explanation The Notes on financial statements are self-explanatory and needs no further explanation Further

the Auditors Report for the financial year ended 31st March 2016 is annexed herewith for your kind perusal and

information

There were no loans guarantees or investments made by the Company under Section 186 of the Companies

Act 2013 for third party during the year under review and hence the said provision is not applicable

The Company has entered into various Related Parties Transactions as defined under Section 188 of the

Companies Act 2013 with related parties as defined under Section 2 (76) of the said Act Further all the

necessary details of transaction entered with the related parties are attached herewith in Form NoAOC-2 for

your kind perusal and information

The Information pursuant to Section 134(3) (m) pertaining to Conservation of Energy Technology Absorption

and Foreign Exchange Outgo is provided in annexure herewith

The Company has insurance policy for all the assets of the Company and all the insurance policies are renewed

well in advance

During the current financial year the following changes have occurred in the constitution of Board of Directors

and KMP of the company

The company has not accepted or renewed any deposits during the year and there are no unclaimed or unpaid

deposits at the end of the financial year

th

12

SNo Name Designation AppointmentResign Date of cessation1 Ramesh Kumar Director Resigned 31122015

HIRA AUTOMOBILES LIMITED

CORPORATESOCIALRESPONSIBILITY

RATIOOFREMUNERATIONTOEACHDIRECTOR

ANNUALEVALUATION

CORPORATEGOVERNANCE

INDEPENDENTDIRECTORSANDDECLARATION

The company does not meet the criteria of Section 135 of Companies Act 2013 read with the Companies(Corporate Social Responsibility Policy) Rules 2014 so there is no requirement to constitute Corporate SocialResponsibility Committee

The information required pursuant to Section 134(3) and Section 197(12) read with Rule 5 (1) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employees of the Companyand Directors is attached herewith Further information required under Rule 5 (2) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is nil as no employee of the Company isin receipt of remuneration as stated therein

Pursuant to the provisions of the Companies Act 2013 the Board has carried out an annual performanceevaluation of its own performance the directors individually as well as the evaluation of the working of its AuditNomination amp Remuneration Committee A separate exercise was carried out to evaluate the performance ofindividual Directors including the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgment safeguarding the interest of the Company and itsminority shareholders etc The performance evaluation of the Independent Directors was carried out by theentire Board The performance evaluation of the Chairman and the Non Independent Directors was carried outby the Independent Directors who also reviewed the performance of the Secretarial Department

Report on Corporate Governance along with the Certificate of Ms Pankaj Chugh amp Associates CharteredAccountants Patiala Statutory Auditors of the Company confirming compliance of conditions of CorporateGovernance asstipulated in the Listing Agreement with the Stock Exchanges forms part of the Board ReportThe information under Schedule V Part II Section II point IV is asunder

Shri Isher Singh Smt Rajbir Kaur and SmtRupinder Kaur were appointed as independent directors byshareholders on 30 September 2014 as per Section 149(10) of the Companies Act 2013 for a term of 5consecutive years on the Board of the Company The Board of Directors of the Company hereby confirms that allthe Independent directors duly appointed by the Company have given the declaration and they meet the criteriaof independence as provided under section 149(6) of the Companies Act 2013

a) Theremunerationpackageof thedirectorsareasfollows

13

Salary Rs 96000000 Rs 84000000

Bonus 000 000

Stock Options 000 000

Pension 000 000

HIRA AUTOMOBILES LIMITED

NOMINATIONANDREMUNERATIONCOMMITTEE

REMUNERATIONPOLICY

As per the section 178(1) of the Companies Act 2013 the Companys Nomination and Remuneration Committeecomprises of three Non-executive Directors The table sets out the composition of the Committee as on31032016

The date of meetings of committee and attendance of members is given in report on corporate governanceattached with the report

The Terms of Reference of the Nomination and Remuneration Committee are as under1 To identify persons who are qualified to become Directors and who may be appointed in senior management

in accordance with the criteria laid down recommend to the Board their appointment and removal and shallcarry out evaluation of every Directors performance

2 To formulate the criteria for determining qualifications positive attributes and independence of a Directorand recommend to the Board a policy relating to the remuneration for the Directors Key ManagerialPersonnel and other employees

3 The Nomination and Remuneration Committee shall while formulating the policy ensure thata The level and composition of remuneration is reasonable and sufficient to attract retain and motivate

Directors of the quality required to run the Company successfullyb Relationship of remuneration to performance is clear and meets appropriate performance benchmarks

andc Remuneration to Directors Key Managerial Personnel and senior management involves a balance

between fixed and incentive pay reflecting short and long-term performance objectives appropriate to theworking of the company and its goals

4 Regularly review the Human Resource function of the Company5 Discharge such other function(s) or exercise such power(s) as may be delegated to the Committee by the

Board from time to time6 Make reports to the Board as appropriate7 Review and reassess the adequacy of this charter periodically and recommend any proposed changes to

the Board for approval from time to time8 Any other work and policy related and incidental to the objectives of the committee as per provisions of the

Act and rulesmade there under

The remuneration paid to Executive Directors is recommended by the Nomination and RemunerationCommittee and approved by Board in Board meeting subject to the subsequent approval of the shareholders atthe General Meeting and such other authorities as may be required The remuneration is decided afterconsidering various factors such as qualification experience performance responsibilities shouldered industrystandards aswell as financial position of the Company

The Non Executive Directors have not been paid any Sitting Fees during the year

Termsof Reference

`

RemunerationtoExecutiveDirectors

RemunerationtoNonExecutiveDirectors

14

Isher Singh Chairman Independent Non ExecutiveRupinder Kaur Member Independent Non ExecutiveRajbir Kaur Member Independent Non Executive

HIRA AUTOMOBILES LIMITED

AUDITCOMMITTEE

SECRETARIALAUDITREPORT

VIGILMECHANISM

SHARESa BuyBackofSecurities

b Sweat Equity

c BonusShares

d EmployeesStockOptionPlan

ORDEROFCOURT

DETAILSOFADEQUACYOFINTERNALFINANCIALCONTROLS

SHARESINSUSPENSEACCOUNT

According to Section 177 of the Companies Act 2013 the companys Audit Committee comprised of threedirectors The board has accepted the recommendations of the Audit Committee The table sets out thecomposition of the Committee as on 31032016

The date of meetings of committee and attendance of members is given in report on corporate governanceattached with the report

There are certain observations in the Secretarial Audit Report which require corrective actions and the Board hasgiven necessary instructions in this regard Further the Secretarial Audit Report as provided by Mr RavinderKumar Company Secretary in Practice for the financial year ended 31st March 2016 is annexed herewith foryour kind perusal and information

As per Section 177(9) and (10) of the Companies Act 2013 and as per the Clause 49 of the Listing Agreementthe company has established Vigil Mechanism for directors and employees to report genuine concerns andmade provisions for direct access to the chairperson of the Audit Committee Company has formulated thepresent policy for establishing the vigil mechanism Whistle Blower Policy to safeguard the interest of itsstakeholders Directors and employees to freely communicate and address to the Company their genuineconcerns in relation to any illegal or unethical practice being carried out in the Company

The Company has not bought back any of itssecurities during the year under review

The Company has not issued any Sweat Equity Sharesduring the year under review

No Bonus Shares were issued during the year under review

The Company has not provided any Stock Option Scheme to the employees

There is no significant and material order passed by the regulators or courts or Tribunals impacting the goingconcern status and companys operation in future

Internal Financial Controls are adequate and are in consonance with the size and operations of the Company

i Aggregate number of shareholders and the outstanding shares in the suspense account lying at the

15

Isher Singh Chairman Independent Non ExecutiveRupinder Kaur Member Independent Non ExecutiveRajbir Kaur Member Independent Non Executive

HIRA AUTOMOBILES LIMITED

ii Number of shareholders who approached issuer for transfer of shares fromsuspense account during theyear=nil

iii Number of shareholders to whomshareswere transferred fromsuspense account during the year=niliv Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end

of the year=nil

i Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account atthe beginning of the year=nil

ii Number of shareholders who approached the issuer for transfer of shares from the Unclaimed SuspenseAccount during the year=nil

iii Number of shareholders to whom shares were transferred from the Unclaimed Suspense Account during theyear=nil

iv Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account atthe end of the year=nil

The material variations between the projectionsand the actual utilization are not applicable

The Code of Conduct of Hira Automobiles Limited is attached herewith

Management Discussion and Analysis Report is attached herewith

The Company has in place `Prevention of Sexual Harassment Policy` This Anti-Sexual Harassment policyof the Company is in line with the requirements of The Sexual Harassment of Women at the Workplace(Prevention Prohibition amp Redressal) Act 2013 All employees (permanent contractual temporary andtrainees) are covered under this policy An Internal Complaints Committee (ICC) is in place to redresscomplaints received regarding sexual harassment The following is a summary of sexual harassmentcomplaints received and disposed off during the year - No of complaints received Nil -No of complaintsdisposed off NA

Your Directors wish to express their grateful appreciation to the continued co-operation received from theBanks Government Authorities Customers Vendors and Shareholders during the year under review YourDirectors also wish to place on record their deep sense of appreciation for the committed service of theExecutives staff and Workers of the Company

SHARESINUNCLAIMEDSUSPENSEACCOUNT

MATERIALVARIATIONS

CODEOFCONDUCT

MANAGEMENTDISCUSSIONANDANALYSISREPORT

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION PROHIBITION ampREDRESSAL) ACT 2013

ACKNOWLEDGEMENT

16 HIRA AUTOMOBILES LIMITED

17

FORM NO MGT-9

i CIN L50101CH1989PLC009500

ii Registration Date 06071989

iii Name of the Company Hira Automobiles Limited

iv CategorySub-Category of the Company Indian Non Government Company

v Address of the Registered office and contact details 0598 Sector 18-B Chandigarh 160018Tele - 0175-2209100101102

vi Whether listed company Yes

vii Name Address and Contact details of Registrarand Transfer Agent If any

Ms Beetal Financial amp Computer ServicesPrivate LimitedBeetal House 3rd Floor99 Madangir BehindLocal Shopping Center Near Data HarsukhdasMandir New Delhi-110062 Ph 011-2996128182FAX011-29961284

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 or more of the total turnover of the company shall be stated-

1 Selling of Cars spare parts accessories etc 100NA

III PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

1 NIL NIL NIL NIL NIL

[Pursuant to section 92(3) of theCompanies Act 2013 and rule12(1) of the Companies (Mangementand Administration) Rules 2014]

I REGISTRATION AND OTHERS DETAILS

HIRA AUTOMOBILES LIMITED

18

Demat Physical Total of TotalShares

Demat Physical Total ofTotal

Shares

1) IndianIndividualHUF

2635700 2635700 9572 2635700 2635700 9572

CentralGovtState

Govt(s)Bodies CorpBanks FIAny Other

2635700 2635700 9572 2635700 2635700 9572

NRIs-IndividualsOther-

IndividualsBodies CorpBanks FIAnyOtherhellip

PublicShareholding

MutualFundsBanks FI

i Category-Wise Share Holding

Sub-Total)A)(2)

Central Govt

iv Shareholding Pattern (Equity Share Capital Breakup as percentage of Total Equity)

a) State Govt(s)b)Venture Capital

Funds

c) InsuranceCompanies

HIRA AUTOMOBILES LIMITED

19

d)FIIse)Foreign Venture

Capital Fundsf) Others (specify)

Sub-total(B)(1)

2 Non Institutionsa) Bodies Corp

(i) Indian

(ii) Overseas

500 500 002 500 500 002

(ii) Individual

(i) Individualshareholders

holding nominalshare capital uptoRs 2 lakh

116740 116740 424 116740 116740 424

shareholdersholding nominalshare capital inexcess of Rs 1lakh

c) Others(Specify)-NRI

500 500 002 500 002

Sub-total(B)(2) 117740 117740 428 117740 428TotalPublicShareholding(B)=(B)(1)+(B)(2)

117740 117740 428 117740 428

CShares heldby

CustodianforGDRsampADRsGrandTotal

(A+B+C) 2753440 2753440 100

500

117740

117740

2753440 2753440 100

b) Individuals

HIRA AUTOMOBILES LIMITED

20

Sr

No

Shareholderrsquos

Name

Shareholding at the beginning of the

year

Shareholding at the end of the year

No ofShares

of totalShares ofthecompany

of SharesPledged encumberedto totalshares

No ofShares

1 Rajinder KaurBhattal

826000 3000 000 826000

2 Kuldeep SinghBhattal

272100 988 000 272100

3 RahulinderSingh Sidhu

270000 981 000 270000

4 Simran Bajwa 265000 962 000 2650005 D S Sangha 51600 187 000 516006 Preet Sangha 25400 092 000 254007 Vikram Bajwa 24700 090 000 247008 Manjeet Kaur

Sangha862900 3134 000 862900

9 AmandeepSingh Sangha

21600 078 000 21600

10 Karamjit Singh 15400 056 000 1540011 Neha Sidhu 1000 004 000 1000

of totalShares ofthecompany

of SharesPledged encumberedto totalshares

change inshareholdingduring theyear

3000 000 000

988 000 000

981 000 000

962 000 000187 000 000092 000 000090 000 0003134 000 000

078 000 000

056 000 000004 000 000

No of shares No of shares of total sharesof the company

At the beginning of the year NIL NIL NIL NIL

At the End of the year

ii Shareholding of Promoters

iii Change in Promoters Shareholding (please specify if there is no change)

of total sharesof the company

NIL NIL NIL NIL

NIL NIL NIL NIL

Date wise Increase Decreasein Promoters Share holdingduring the year specifying thereasons for increasedecrease (eg allotmenttransfer bonus sweat equityetc)

HIRA AUTOMOBILES LIMITED

21

Indebtedness at thebeginning of the financialyeari) Principal Amountii) Interest due but not paidiii) Interest accrued but not

142138000 8157035200 8299173200

Total(i+ii+iii) 142138000 8157035200 8299173200Change in Indebtednessduring the financial year- Addition- Reduction (142138000)

2761646100(142138000)

Net Change (142138000) 2761646100 2619508100

Indebtedness at theend of the financial yeari) Principal Amountii) Interest due but not paidiii) Interest accrued but notdue

- 10918681300 10918681300

Total (i+ii+iii) - 10918681300 10918681300

iii INDEBTEDNESSIndebtedness of the Company including interest outstandingaccrued but not due for payment

2761646100

HIRA AUTOMOBILES LIMITED

22

Stock Option 000 000 000

Sweat Equity 000 000 000

Commission- as of profit- others specify

000 000 000

Others please specify 000 000 000

Total(A) 84000000 96000000 180000000

Ceiling as per the Act

REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A Remuneration to Managing Director Whole-Time Directors andor Manager

NEHA SIDHU RAHULINDERSINGH SIDHU

(b)Value of perquisites us17(2) Income-tax Act1961

( )17 3 Income- taxAct1961 000 000

Gross salary(a)Salary as per provisions contained

1961

84000000 96000000 180000000

(c)Profits inlieu of salary under section

000

000

000 000

in section17(1) of the Income-tax Act

HIRA AUTOMOBILES LIMITED

23

Independent DirectorsmiddotFee for attending board committee meetings

middotCommission

middotOthers please specify

NIL NIL NIL NIL NIL

Total(1) NIL NIL NIL NIL NILOther Non-Executive Directors

middotFee for attending board committee meetingsmiddotCommissionmiddotOthers please specify

NIL NIL NIL NIL NIL

Total(2) NIL NIL NIL NIL NIL

Total(B)=(1+2) NIL NIL NIL NIL NIL

Total Managerial Remuneration NIL NIL NIL NIL NIL

Over all Ceiling as per the Act NIL NIL NIL NIL NIL

CEO Company CFO TotalSecretary

Gross salary(a)Salary as per provisionscontained in section17(1)of

the Income tax Act 1961

000 000 285487 285487

000 000 000 000

Sweat Equity 000 000 000 000

- (b)Value of perquisites us

17(2)Income-taxAct1961

000

000

000

000

000

000

000

000

Commission- as of profit-others specifyhellip

000 000 000 000

Others please specify 000 000 000 000

Total 000 000 285487 285487

C Remuneration to Key Managerial Personal Other Than MDManagerWTD

(C)Profits inlieu of salary undersection 17(3) Income-taxAct 1961

Sweat EquityStock Option

IV PENALTIESPUNISHMENTCOMPOUNDINGOFOFFENCES--------------------------------------------NIL---------------------------------------

HIRA AUTOMOBILES LIMITED

B Remuneration to other directors

24

Parti culars Details

A Name(s) of the related party and nature of relationship Rahul Sidhu Enterprises Pvt Ltd

B Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not SpecifiedD Salient terms of the contracts or arrangements or transactions

including the value if anyAt bank rate of Interest

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the Board 30042015G Amount paid as advances if any 226620-

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

2 Details of contracts or arrangements or transactions not at arms length basis

Par t i cul ars Details

A Name(s) of the related party and nature of relationship RSG Studios Pvt Ltd

B Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not Specified

D Salient terms of the contracts or arrangements or transactionsincluding the value if any

At bank rate of Interest

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the Board 30042015

G Amount paid as advances if any 971927-

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

HIRA AUTOMOBILES LIMITED

NA

NA

CONSERVATIONOFENERGY TECHNOLOGYABSORPTIONANDFOREIGNEXCHANGEOUTGO

(A) Conservationof energy

(B) Technologyabsorption

(C) ForeignexchangeearningsandOutgo

Steps taken impact on conservation of energy with special reference to the following(i) Steps taken by the company for utilizing alternate sources of energy including waste generated - NIL(ii) Capital investment on energy conservation equipment - NIL

1 Efforts in brief made towards technology absorption - NIL2 Benefits derived as a result of the above efforts eg product improvement cost reduction product

development import substitution etc - NIL3 In case of imported technology (imported during the last 3 years reckoned from the beginning of the

financial year) following information may be furnished(a) Details of technology imported - NIL(b) Year of import - NIL(c) Whether the technologybeen fully absorbed- NIL(d) If not fully absorbed areaswhere absorption hasnot taken place and the reasons therefore- NIL

4 Expenditure incurred on Research and Development

25

Earnings NIL

Outgo NIL

including the value if any

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the BoardG Amount paid as advances if any Nil

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

A Name(s) of the related party and nature of relationship Pacific Finlease Pvt LtdB Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not Specified

D Salient terms of the contracts or arrangements or transactions At bank rate of Interest

NA

HIRA AUTOMOBILES LIMITED

26

RATIOOF REMUNERATION

(i) the ratio of the remuneration of each director to the median remun--eration of the employees of the company for the financial year

4701

(ii) the percentage increase in remuneration of each director Chief FinancialOfficer Chief Executive Officer Company Secretary or Manager if anyin the financial year

Nil

(iii) the percentage increase in the median remuneration of employees inthe financial year

Nil

(iv) the number of permanent employees on the rolls of company 866(v) the explanation on the relationship between average increase inremuneration and company performance

NA

(vi) comparison of the remuneration of the Key Managerial Personnelagainst the performance of the company

As per individual performance

Nil

(viii) average percentile increase already made in the salaries of employeesother than the managerial personnel in the last financial year and itscomparison with the percentile increase in the managerial remunerationand justification thereof and point out if there are any exceptionalcircumstances for increase in the managerial remuneration

Nil

(ix) comparison of the each remuneration of the Key Managerial Personnelagainst the performance of the company

As per individual performance

(x) the key parameters for any variable component of remuneraavailed by the directors

tion Nil

(xi) the ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess ofthe highest paid director during the year

Nil

(xii) Affirmation that the remuneration is as per the remuneration policyof the company

Yes

Vii) Variations in the capitalisation of the company price earningsratio as at the closing date of the current financial year and previousfinancial year and percentage increase over in the marketquotations of the shares of the company in comparison to the rate atwhich the company came out with last public offer incase of listecompanies and in case of unlisted companies the variations in the networth of the company as at the close of the current financial year andprevious financial year

HIRA AUTOMOBILES LIMITED

27 HIRA AUTOMOBILES LIMITED

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee StockPurchase Scheme) Guidelines 1999

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)

Regulations 1993 regarding the Companies Act and dealing with client(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009 and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998

(vi) Factories Act 1948 The Punjab Shops and Commercial Establishments Act 1958 The Payment of WagesAct 1936 The Minimum Wages Act 1948 Employees State Insurance Act 1948 The EmployeesProvident Fund amp Miscellaneous Provisions Act 1952 Payment of Bonus Act 1965 The Payment ofGratuity Act 1972 The Industrial Employment (Standing Orders) Act 1946 The Employment Exchange(Compulsory Notification of Vacancies) Act 1956 The Environment (Protection) Act 1986 The HazardousWastes (Management Handling amp Trans boundary Movement) Rules 2008 The Water (Prevention ampControl of Pollution) Act 1974 The Air (Prevention amp Control of Pollution) Act 1981 and The Punjab LabourWelfare Fund Act 1965

I have also examined compliance with the applicable clauses of the following

(i) Secretarial Standards issued by The Institute of Company Secretaries of India(ii) The Listing Agreement entered into by the Companywith BSE Limited

During the period under review the Company has complied with the provisions of the Act RulesRegulations Guidelines Standards etc mentioned above except to the extent as mentioned below

1 That Company has not complied with Regulation 38 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 relating to maintaining of minimum publicshareholding by a listed Company

2 That Company Secretary of the Company has resigned and new Company Secretary is to be appointed asrequired under Section 203 of The Companies Act 2013

3 That Company has not deducted and deposited labour welfare fund as required under The Punjab LabourWelfare Fund Act 1965

4 That Statutory bonus as required under Payment of Bonus Act 1965 has not been paid by the Companyduring the year

5 That there are related party transactions which are not in ordinary course of business and which are not atarms length basis

6 That there is carry forward of loans given to parties which are covered under section 185 of the CompaniesAct 2013

7 That the Company has 14 locations and some locations need to get registration under The Punjab Shopsand Commercial Establishments Act 1958 and some locations require factory license under Factories Act1948 whereas some locations require consent authorization for operation of a facility under pollution lawsand The Hazardous Wastes (Management Handling amp Trans boundary Movement) Rules 2008

8 That the periodical returns required to be filed under The Employment Exchange (Compulsory Notificationof Vacancies) Act 1956 has not been filed and are pending

I further report thatThe Board of Directors of the Company is duly constituted with proper balance of Executive Directors NonExecutive Directors and Independent Directors The changes in the composition of the Board of Directors thattook place during the period under review were carried out in compliance with the provisions of the Act

-

28 HIRA AUTOMOBILES LIMITED

Adequate notice is given to all directors to schedule the Board Meetings agenda and detailed notes on agendawere sent at least seven days in advance and a system exists for seeking and obtaining further information andclarifications on the agenda items before the meeting and for meaningful participation at the meeting

Majority decision is carried through while the dissenting members views are captured and recorded as part ofthe minutes

I further report that there are adequate systems and processes in the company commensurate with the size andoperations of the company to monitor and ensure compliance with applicable laws rules regulations andguidelines

This report is to be read with our letter of even date which is annexed as and forms an integralpart of this report

29 HIRA AUTOMOBILES LIMITED

30 HIRA AUTOMOBILES LIMITED

HIRA AUTOMOBILES LIMITEDCODEOF CONDUCT

PERSONTOWHOMTHECODEISAPPLICABLE

( ) GENERALSTANDARDOFCONDUCT

( ) APPLICABLELAWS

( ) CONFLICTOFINTEREST

( ) PROTECTINGCONFIDENTIALINFORMATION

This code is applicable to the following persons (hereinafter referred to as Officers of the company)-All the Board Members-The entire Core group Members of the Companyand heads of the department

1 Officers are expected to exercise good judgment to ensure the safety and welfare of employees consumerscustomers suppliers shareholders lenders and other stakeholders and to maintain a co-operativeefficient positive harmonious and productive work environment practice integrity in inter-personalrelationships work on the principal of mutual trust transparencyand teamwork

2 Officers are expected to acquire and maintain professional competence3 Officers are expected to observe discipline and conduct themselves both on and off-duty in a manner to

uphold the high image of the company4 Officers are expected to assist the company in identifying controlling mitigating and managing business

risks within the companys risk management policy framework5 Officers are expected to assist the company in providing to its employees a work environment free of

harassment and free of discrimination based on race religion creed color physical or mental disability agesex etc

6 Officers should not engage in selling or distribution or be in possession of or use narcoticspsychotropicdrugs or be under influence of alcohol while on duty

7 As Officers represent the Company before the public and various authorities they are expected to dressneatly and appropriately in a manner consistent with the nature of their work and the image of the company

8 Officers should not claim from the company unauthorized personal expenses9 Customersupplierinvestor Relationships- Officers who need to deal with customers suppliers and investors

should understand that they are dealing and therefore should uphold the image and goodwill generated andbuilt-up by the Companyover the year

Officers must acquire adequate Knowledge of all the applicable laws rules regulations order and notificationsunder regulatory framework as applicable to their functions and duties and should follow and comply with thesame and avoid violation breach or infringement thereof

Officers of the Company will avoid conflict of interest Conflict of interest is said to exit when personal interest mayhave a potential conflict with the interest of the company at large Where any transaction involves conflict ofinterest prior approval of the Managing Directors Executive Director and in case of a Director of the Boardshould be obtained

The Companys confidential information is a vita and asset It may relate to product product formula processproduct plans and road maps cost and financial information information as to customers suppliers dealers andemployees business arrangements and agreements as well as to patents trademarks copyrights and tradesecrets For the purpose of this Code confidential information would also include the information obtained by theCompany from a third party under a Non Disclosure Agreement Such confidential information should beprotected and safeguarded against unauthorized personal use and should not be disclosed to any one expect (i)with prior authorization (ii) in the ordinary course of carrying on the business of the Company In the course ofconducting the Companys Business Officers may come in possession of confidential information about itsemployees customers suppliers etc Officers should handle the same with utmost responsibility and prevent itsmisuse

I

II

III

IV

31 HIRA AUTOMOBILES LIMITED

( ) PREVENTIONOFINSIDERTRADING

( ) COMPANYSASSETS

( ) NONCOMPLIANCE

( ) ANYAMENDMENTSORMODIFICATIONTOTHECODEOFCONDUCT

( )ACKNOWLEDGEMENTOFRECEIPTOFCODEOFCONDUCTANDETHICS

1 COMPANY PHILOSOPHY ONCODEOF GOVERNANCE

2 BOARDOF DIRECTORS

V

VI

VII

VIII

IX

Officers are privy to price sensitive inside information and should not use it to make personal gains TheCompany has framed Code of Conduct for prevention of insider trading in the Securities of the CompanyOfficers should follow the same in letter and spirit

Protecting and safeguarding the Companys assets and properties and preventing their unauthorized usepersonal use is one of the key and prime responsibility of Officers Officers are personally responsible of theCompanys funds under their control Officers should use electronic communication facilities like e-mail Internetetc in a legal ethical and appropriate manner and not expose the Company to liability resulting from the illegalunauthorized or unethical use thereof

In case of non-compliance of any of the provisions of this Code of conduct the same shall be reported to theChairman of the Board of Directors of the Company

This Code of Conduct is subject to modification The Board of Directors has the requisite power and the authorityto update and amend the Code of Conduct from time to time

I have received and read the Companys Code of Conduct and Ethics and have understood the standards andpolicies contained therein I agree to comply with the Companys Code of Conduct and Ethics I hereby affirm tothe Company compliance with the Code Conduct and Ethics on an annual basis and also undertake to renewsuch affirmation in the first weekof April every year

Pursuant to Regulation 34 read with Schedule V to the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 a Report on Corporate Governance is givenbelow

The report on Corporate Governance is requirement under Listing Agreement entered into with stockExchange and forms part of the report of the Board of Directors to the shareholders of the Company Thisreport gives an insight into the organizational structure of the Company The vision of the company is to be afinancially sound profitable growth oriented company committed to building and maximizing sustainablevalue for all the shareholders In its endeavor to attain the goal visualized the company is laying maximumemphasis on the effective system of Corporate Governance

(a) CompositionThe present strength of Board of Directors of the Company is five comprising of two Promoter Directors and threeIndependent Directors having diversified professional experience Out of total strength of five Directors two areexecutive and three are Non-Executive The composition of Board of Directors as on 31 March 2016 is asunder

REPORT OF THEBOARDOFDIRECTORS ONCORPORATEGOVERNANCE

st

32 HIRA AUTOMOBILES LIMITED

SN Name DIN Designation Nature of Directorship

1 Rahul Inder SinghSidhu

00447452Chairman and ManagingDirector

Promoter Executive

2 Neha Sidhu 00460875 Whole-time director Promoter Executive

3 Isher Singh 02990779 Director Independent Non Executive4 Rajbir Kaur 06397998 Director Independent Non Executive

5 Rupinder Kaur 06403845 Director Independent Non Executive

6 Ramesh Kumar 00126036 Director Independent Non Executive

Sh Ramesh Kumar has resigned on 31122015 from the office of Director(b) Attendance of each Director at the Board Meetings held during the year 2015-16 and last Annual General

Meeting and number of other Boards or Board Committees in which heshe is a member is as under-

The detail of number of shares and convertible instruments held by non ndash executive directors is given asbelow

Shri Rahulinder Singh Sidhu Managing Director of the Company and Smt Neha Sidhu Whole Time Director on theBoard of Directors are related to each other as husband and wife

(c) During the year fifteen meetings of the Board ofDirectors were held on the following dates-

The familiarization programme imparted to independent directors is disclosed on weblinkof the Company

wwwhiraautomobilescom

33

30042015 30052015 31052015 21072015 31072015 15092015

30092015 31102015 02112015 30112015 02012016 0202201615022016 22022016 10032016

SN Name of non ndash executive Director No of Equity Shares Held No of convertibleinstruments Held

1 Rajbir Kaur Nil NA

2 Rupinder Kaur Nil NA3 Isher Singh Nil NA

Total Nil NA

SN

Name of Director No of BoardMeeting attended

No of otherDirectorship

Membershipin other

Committees

Attendance atlast AGM

1 Rahulinder Singh Sidhu 15 4 - Yes

2 Neha Sidhu 12 4 - Yes

3 Isher Singh 12 - 3 -

4 Rajbir Kaur 6 - 3 -

5 Rupinder Kaur 6 - 3 -

6 Ramesh Kumar 1 4 - -

HIRA AUTOMOBILES LIMITED

34

3 AUDITCOMMITTEE

4NOMINATIONANDREMUNERATIONCOMMITTEE

Remunerationpolicy

The terms of reference of the audit committee include all the matters as provided under Section 177 (4) of TheCompanies Act 2013 and the rules made there under and SEBI (LODR) Regulations 2015

As on 31 March 2016 In compliance with the provisions of Section 177(2) of the Companies Act 2013 AuditCommittee comprises of three Non-Executive Independent Directors five meetings of Audit Committee wereheld during the year under consideration on following dates

The details of members of the audit committee and their attendance is as under-

The terms of reference of Nomination and Remuneration Committee covers all the matters provided under theCompanies Act 2013 and the rules made there under and SEBI (LODR) Regulations 2015

As on 31 March 2016 in compliance with the provisions of Section 178(1) of the Companies Act 2013Nomination and Remuneration Committee comprises of three Non-Executive Independent Directors Twomeetings of Nomination and Remuneration Committee were held during the year under consideration on 30May 2015 and 10 March 2016The details of members of the audit committee and their attendance is as under-

Remuneration policy ensures that the level and composition of remuneration is reasonable and sufficient toattract retain and motivate directors of the quality required to run the company successfully and that relationshipof remuneration to performance is clear and meets appropriate performance benchmarks and that remunerationto directors key managerial personnel and senior management involves a balance between fixed and incentivepay reflecting short and long-term performance objectives appropriate to the working of the company and itsgoals

CompositionandMeetings

CompositionandMeetings

st

st

th

th

30052015 31072015 31102015 15022016 28032016

Name of Directors Position held in theCommittee

Category MEETINGSHeld Attended

Isher Singh Chairman Independent NonExecutive

Five Five

Rupinder Kaur Member Independent NonExecutive

Three Three

Rajbir Kaur Member Independent NonExecutive

Three Three

Name of Directors Position held in theCommittee

Category MEETINGS

Held Attended

Isher Singh Chairman Independent NonExecutive

Two Two

Rupinder Kaur Member Independent Non

Executive

Two Two

Rajbir Kaur Member Independent NonExecutive

Two Two

HIRA AUTOMOBILES LIMITED

35

5 REMUNERATIONOFDIRECTORS

6 STAKEHOLDERS GRIEVANCECOMMITTEE

7 GENERALBODYMEETINGS

There is no pecuniary relationship or transaction of the company with its independent directors other thanpayment of sitting fee to them for attending Board and Committee meetings Following Executive Directors werepaid as per detail given below

and no commission on profits is paid to any of the Directors No stock option has been given to any of theDirectors including Executive Directors

As on 31 March 2016 in compliance with the requirement of Section 178(5) of The Companies Act 2013Stakeholder Relationship Committee comprises of three Non-Executive Independent Directors to consider andresolve the grievances of security holders of the companyper detail given below

Sh Rahul Inder Singh Sidhu Managing Director has been appointed as Compliance officer for the purpose ofcomplying with various provisions of the Guidelines Regulations issued by Securities and Exchange Board ofIndia Listing Agreement with Stock Exchanges

The Company has not received any complaint during the year from the shareholders and there is no pendingcomplaint with the Company

(i) Location and time where last three Annual General Meetings were held is given below-

(i) Compositionst

(ii) ComplianceOfficer

(iii) Complaints

SN

NAME OFDIRECTOR

DESIGNATION SALARY Rs BENEFITS BONUS STOCKOPTIONS

PENSION

1 RahulinderSingh Sidhu

ManagingDirector

960000- - - - -

2 Neha Sidhu Whole TimeDirector

840000- - - - -

Name Category Designation

Isher Singh Independent Non Executive Chairman

Rupinder Kaur Independent Non Executive Member

Rajbir Kaur Independent Non Executive Member

Financial Year Date Time Venue

2012-13 30092013 1100 A M 20 Sector 8A Chandigarh 1100022013-14 30092014 500 PM 20 Sector 8A Chandigarh 110002

2014-15 30092015 500 PM 20 Sector 8A Chandigarh 110002

HIRA AUTOMOBILES LIMITED

36

(ii) Following Special Resolutions were passed in the previous 3 Annual General Meeting

(iii) No special resolution has been passed last year through postal ballot and no special resolution isproposed to be conducted through postal ballot

Quarterly results are normally published in the newspapers and also sent to BSE Limited Physical copy ofannual report which inter alia includes the Directors Report Corporate governance report Audited AccountsCash Flow Statements etc was sent to shareholders by post and also to BSE Limited The quarterly results andannual report isalso available on companys website at under investors section

Date 30092016 Time 0500 PM Day Friday and Venue Registered Office of the Company at 0598 Sector18B Chandigarh 160018

The companys Financial Year starts from 1 April every year and conclude on 31 March next year

The Register of Members and the Share Transfer Books of the Company shall remain closed from 29 day ofSeptember 2016 to 30 day of September 2016 (both days inclusive)

No dividend has been recommended by the Board this year and therefore information under this sub clause is nil

The shares of the Company are listed at BSE Limited only as other regional stock exchanges viz Delhi StockExchange Association Limited Ludhiana Stock Exchange Association Limited and Ahmedabad StockExchange Limited had been de-recoganised in the process of de-recoganition by Securities and ExchangeBoard of India The Company haspaid listing fee to BSE Limited

The Stock Code of the Company on BSE Limited is 531743

There was no trading of shares of the Company and no market price data is available Further Securities of theCompany were not suspended from trading by BSE Limited during last year

The Company has appointed Ms Beetal Financial amp Computer Services Private Ltd New Delhi as CommonAgency (RTA) for Share Transfer work in both modes physical as well as electronically Detail of RTA is as underMs Beetal Financial amp Computer Services Private LimitedBeetal House 3 Floor99 Madangir Behind Local Shopping Center Near Data Harsukhdas MandirNewDelhi- 110062 Ph 011-2996128182 Fax 011-29961284

The companys shares in dematerialized form transferable through depository system and Shares in physicalform are processed by Ms Beetal Financial amp Computer Services Private Limited The Board has authorised ShRahulinder Singh Sidhu Managing Director of the company to approve share transfers and matter relatedtherewith

8 MEANSOFCOMMUNICATION

9 GENERALSHAREHOLDERINFORMATIONAnnual General Meeting

Financial Year

BookClosure

Dividend

Listing

StockCode

StockMarket Data

Registrar andShareTransfer Agents

ShareTransfer System

wwwhiraautomobilescom

st st

th

th

rd

30092013 Nil

30092014 1 Approval for Borrowing Money in excess of the aggregate of the paid up share capital andfree reserves of the Company 2 Amendments in Articles of Association

30092015 Nil

HIRA AUTOMOBILES LIMITED

37

ReconciliationofShareCapital Audit

Distribution of shareholding

Dematerializationof sharesandliquidity

GDRsADRs

Mr Ravinder Kumar Practising Company Secretary carries out the Reconciliation of Share Capital Audit asmandated by SEBI and reports on the reconciliation of total issued and listed Capital with that of total sharecapital admitted held in dematerialized form with NSDL and CDSL and those held in physical form This audit iscarried out on quarterly basis and the report thereof is submitted to the Stock Exchanges

Detail of distribution of share holding of equity share of the Company by size and ownership class as on31032016 is given as under

The Shares of the company have not been traded on stock exchange during the period under review TheCompany has not been allotted ISIN and number of shares held in dematerialized formis nil

The Company has not issued any GDRsADRsWarrants or any Convertible instruments

UP TO 5000 129 6293 38840 38840000 14106

5001 TO 10000 49 2390 44500 44500000 16162

10001 TO 20000 7 341 10000 10000000 0363220001 TO 30000 4 195 9000 9000000 03269

30001 TO 40000 2 098 6800 6800000 02470

40001 TO 50000 1 049 4400 4400000 01598

50001 TO 100000 1 049 5200 5200000 01889

100001 AND ABOVE 10 585 2634700 2634700000 956876

Indian Promoter-IndividualHUF 11 2635700 9572

Non Resident Individual 1 500 002

Bodies Corporate 1 500 002

Resident Individuals-HUF 190 116740 424

HIRA AUTOMOBILES LIMITED

38

Plant ShowroomLocationsShowroom Locations

Address for correspondence

Related Party Transactions

Compliance

Vigil Mechanism

WhistleBlower Policy

Mandatory Requirements

1 Hira Automobiles Limited Rajbaha Road Patiala Ph No 0175-22091002 Hira Automobiles Limited Malout Road Muktsar Ph No 01633-2620203 Hira Automobiles Limited Village Bhadak Rajpura Ph No 01762-2448814 Hira Automobiles Limited Radha Swami Satsang Road Nabha PhNo 01765-5059595 Hira Automobiles Limited Muktsar Road Malout Ph No01637-2637246 Hira Automobiles Limited Patiala Pehowa Road DevigarhPh No0175-26311527 Hira Automobiles Limited Bathinda Malout Road Gidderbaha8 Hira Automobiles Limited Nabha Road Bhadson9 Hira Automobiles Limited Cheeka road Samana

10 Hira Automobiles Limited Malout Road Killianwali

Following is the address for correspondenceRegistered Office ndash Hira Automobiles Limited 0598 Sector 18-B Chandigarh 160018

There are no materially significant related party transactions that may have potential conflict with the interests ofcompany at large There were transactions with related parties at market price at arms length basis which aredisclosed in Form AOC ndash 2 attached herewith The policy on dealing with related party transactions is availableon web link of the Company

The Company has complied with all the provisions of listing agreement and that no penalties and or strictureshas been imposed on the company by Stock Exchange or SEBI or any statutory authority on any matter relatedto capital markets during the last three years

Detail of Vigil Mechanismis provided in the same heading in Directors Report

Company has formulated the Whistle Blower Policy to safeguard the interest of its stakeholders Directors andemployees to freely communicate and address to the Company their genuine concerns in relation to any illegalor unethical practice being carried out in the Company and that no personnel has been denied access to the auditcommittee

The Company has complied with all the mandatory requirements as stipulated in SEBI (Listing and DisclosureRequirements) Regulations 2015

10 OTHERDISCLOSURES

wwwhiraautomobilescom

HIRA AUTOMOBILES LIMITED

39

MANAGEMENTDISCUSSIONANDANALYSIS REPORT

1 Industrystructureanddevelopment

2 Opportunitiesandthreats

3 Segmentwiseor product wiseperformance

4 Outlook

5 Risksandconcern

6 Internal control systemsandtheir adequacy

HIRA AUTOMOBILES LIMITED

40

7 Discussiononfinancial performancewithrespect tooperational performanceDue to overall recessionary economy and internal competition with the new dealer there has been minoradverse impact on the financial stability of the company with respect to operational performance as the workingcapital limits of the company has increased substantially where as there is no growth in sales In comparison tominor growth in operational performance Profitability of the company has been decreasing during the yearinspite of higher burden of interest expenditure salary and wages and other admistrative expenses

8 HumanRecourses

9 Management of theCompany

Human Resource is considered to be the most prized assetof the company by the management Hence the work-forceis being looked after well and ensured that they remain motivated The 360 degree appraisal system ensures theirsatisfaction and brings out their concerns and bikerings which are addressed by the management immediately Thisimproves the employee-management relationship and makes themwork for the better future of the company

As Company has a large network of branches spread over 14 locations in two district of Patiala and Muktsar eachlocation is being managed by a rich experienced deemed CEO who is also known deemed key managerial personnelAll the branches key Managerial Personnel are reporting directly to CMD sitting at Patiala corporate office of thecompany

HIRA AUTOMOBILES LIMITED

41

COMPLIANCECERTIFICATEBYCHIEFEXECUTIVEOFFICERANDCHIEFFINANCIALOFFICER

We Rahulinder Singh Sidhu Managing Director and Sandeep Rana Chief Financial Officer of the Companyhereby certify thatA We have reviewed financial statements and the cash flow for the year ended 31 March 2016 and that to thebest of our knowledge and belief(1) These statements do not contain any materially untrue statement or omit any material fact or containstatements that might be misleading(2) These statements together present a true and fair view of the company affairs and are in compliance withexisting accounting standards applicable laws and regulationsB There are to the best of our knowledge and belief no transactions entered into by the Company during theyear that are fraudulent illegal or volatile to the companyscode of conductC We accept responsibility for establishing and maintaining internal controls for financial Reporting and that wehave evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting andwe have disclosed to the auditors and the audit committee deficiencies in the design or operation of such internalcontrols if any of which they are aware and the steps they have taken or propose to take to rectify thesedeficienciesD We have indicated to the auditorsand the Audit committee(1) Significant changes in internal control over financial reporting during the year(2) Significant changes in accounting policies during the year and that the same have been disclosed in thenotes to the financial statements and(3) There were no instances of fraud of which they have become aware and the involvement therein of themanagement or an employee having a significant role in the companys internal control system over financialreporting

I Rahulinder Singh Sidhu Managing Director of the Company hereby declare that all Board Members andSenior Management Personnel have affirmed compliance with the code of conduct for the Directors and SeniorManagement Personnel as approved by the Board for the Financial Year ended 31 March 2016

For

st

st

HIRA AUTOMOBILES LIMITED

42

AUDITORS CERTIFICATEONCORPORATEGOVERNANCE

The Board of DirectorsHira Automobiles LimitedChandigarh

We have examined the compliance of conditions of Corporate Governance by Hira Automobiles Limited for thefinancial year ended March 31 2016 as stipulated in the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015

The compliance of conditions of Corporate Governance is the responsibility of the management Ourexamination was limited to procedures and implementation thereof adopted by the company for ensuring thecompliance of the conditions of the Corporate Governance It is neither an audit nor an expression of opinion onthe financial statements of the company

In our opinion and to the best of our information and according to the explanations given to us we certify that thecompany has complied with the conditions of Corporate Governance as stipulated in the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015

We further state that such compliance is neither an assurance as to the future viability of the company nor theefficiency of effectiveness with which the management has conducted the affairs of the company

HIRA AUTOMOBILES LIMITED

43 HIRA AUTOMOBILES LIMITED

4

5

OPINION

REPORTONOTHERLEGALANDREGULATORYREQUIREMENTS

44 HIRA AUTOMOBILES LIMITED

Annexureldquo Ardquoto the Independent Auditors Report on the Standalone Financial Statements of Hira Automobiles Limited(Referred to in paragraph 1 (f) under Report on Other Legal and Regulatory Requirements of our report of evendate)

REPORT ON THE INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING UNDER CLAUSE (i)OF SUBSECTION3 OF SECTION 143 OF THE COMPANIES ACT 2013 (ldquoTHE ACTrdquo)

We have audited the internal financial controls over financial reporting of hira automobiles LIMITED (ldquotheCompanyrdquo) as of March 31 2016 in conjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

The Companys management is responsible for establishing and maintaining internal financial controlsbased onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the ldquoGuidance Noterdquo) issued by the Institute of Chartered Accountants of India These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherence to Companyspolicies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financial information as requiredunder the Companies Act 2013

Our responsibility is to express an opinion on the Companys internal financial controls over financial reportingbased on our audit We conducted our audit in accordance with the Guidance Note and the Standards onAuditing prescribed under Section 143(10) of the Companies Act 2013 to the extent applicable to an audit ofinternal financial controls Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if such controls operatedeffectively in all material respects Our audit involves performing procedures to obtain audit evidence about theadequacy of the internal financial controls system over financial reporting and their operating effectiveness Ouraudit of internal financial controls over financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditors judgement including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internalfinancial controlssystem over financial reporting

MANAGEMENTSRESPONSIBILITYFORINTERNALFINANCIALCONTROLS

AUDITORS RESPONSIBILITY

45 HIRA AUTOMOBILES LIMITED

MEANINGOFINTERNALFINANCIALCONTROLSOVERFINANCIALREPORTING

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVERFINANCIAL REPORTING

OPINION

A companys internal financial control over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles A companys internal financial controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of thecompany (2) provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and that receipts andpayments of the company are being made only in accordance with authorisation of management and directors ofthe company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the companys assets that could have a material effect on the financialstatements

Because of the inherent limitations of internal financial controls over financial reporting including thepossibility of collusion or improper management override of controls material misstatements due to error orfraud may occur and not be detected Also projections of any evaluation of the internal financial controlsover financial reporting to future periods are subject to the risk that the internal financial control over financialreporting may become inadequate because of changes in conditions or that the degree of compliance withthe policies or procedures may deteriorate

in our opinion to the best of our information and according to the explanations given to us the Companyhas in all material respects an adequate internal financial controls system over financial reporting and suchinternal financial controls over financial reporting were operating effectively as at March 31 2016 based onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note

46 HIRA AUTOMOBILES LIMITED

Annexure B To Auditors ReportAnnexure referred to in paragraph 3 of our report of even date

1 (a) The Company has maintained proper records showing full particulars including quantitativedetailsand situation of fixed assets at Corporate Office and in the process of maintaining at outlets

(b) We have been informed that the fixed assets of the company have been physically verified by themanagement at reasonable intervals and no material discrepancies were noticed on such verification

2 (a) As informed to us physical verification of inventory of the company has been conducted by themanagement at reasonable intervals (b) In our opinion and according to the explanations givento us the procedures of Physical verification of inventory followed by the management arereasonable and adequate in relation to the size of the company and the nature of its business

(c) In our opinion and according to the explanations given to us the Company is maintainingproper records of inventory We have been informed that no material discrepancies have been noticedon physical verification as compared to records

3 (a) According to the information and explanation given to us the Company has advanced inter corporatedeposits to three companies covered in the register maintained under section 189 of the CompaniesAct2013 and there is no stipulation as to the time period for recovery of principal and interest amount ofunsecured loan given

(b) Further as there is no stipulation as to the time period for recovery of principal amount ofunsecured loan given we are unable to comment on the overdue amount in respect of thesaid loan

4 In our opinion and according to the information and explanations given to us the Company has compliedwith the provisions of Sections 185 and 186 of the CompaniesAct 2013 in respect of grant of loans makinginvestments and providing guarantees and securities

5 According to the information and explanation given to us the Company has not accepted deposits frompublic Advances from customers for sale of vehicles and against sale promotion schemes run by theCompany to promote its sale are received and paid in the ordinary course of business

6 The maintenance of cost records under section 148(1) of the CompaniesAct 2013 has not been prescribedby the Central government for the Companysince it is not manufacturing Company

7 (a) According to the information and explanations given to us the company is generally regular indepositing all statutory dues including provident fund investor education and protection fundemployees state insurance income tax sales tax wealth tax custom duty excise duty cess and anyother statutory due with appropriate authority during the year

(b) According to the information and explanations given to us there are no disputed amount payables inrespect of provident fund investor education and protection fund employees state insurance incometax sales tax wealth tax customduty excise duty cess by the Company

(c ) No amount was lying with the company which was required to be transferred to investor education andprotection fund in accordance with the relevant provisions of the CompaniesAct 1956 (1 of 1956) andrulesmade there under

8 As informed to us the companyhas not defaulted in repayment of dues to financial institutions or banks

9 As informed to us the company has not given any guarantee for loans taken by others from bank orfinancial institutions

47 HIRA AUTOMOBILES LIMITED

10 As informed to us the proceeds of the term loans taken by the company are applied for the purpose forwhich the loans were obtained

11 Based on the audit procedures performed for the purpose of reporting the true and fair view of the financialstatements and as per the information and explanation given by the management we report that no fraudby the company has been noticed or reported during the course of our audit

48 HIRA AUTOMOBILES LIMITED

49

Particulars Note No As at As atMarch 312016 March 312015

I EQUITY AND LIABILITIES(1) Shareholders funds

(a) Share capital 2 2753440000 2753440000(b) Reserves and Surplus 3 6240053700 5676970200

(2) Non-current liabilities(a) Long term borrowings 4 10202167800 9006585600(b) Deferred tax liabilities (net) 5 1662638300 1542080600(c) Other long-term liabilities 6 5734992800 5067035200

(d) Long-term provisions 7 1339912400 1244415300(3) Current liabilities

(a) Short term Borrowings 8 49363423500 59501393100(b) Trade payables 9 1502741100 6123301200(c) Other current liabilities 10 3671194600 4679162300(d) Short term provisions 11 823155600 789863800

Total 83293719800 96384247300ASSETS

(1) Non-Current assets(a) Fixed assets

(i) Tangible assts 12 16817879700 16711642800(ii) Intangible assets 13 - -

(b) Non-current investments 14 1120000 1120000(d) Long-term loans and advances 15 2618538200 2251312400

(2) Current assets(a) Inventories 16 41208502100 40489156300(b) Trade Receivables 17 14372057700 13922503000(d) Cash and Cash equivalents 18 3697504100 11556587000(e) Short-term Loans and Advances 19 4497240800 11399114400(f) Other Current assets 20 80877200 52811400

Total 83293719800 96384247300

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

(IN RUPEES)

Chairman and Managing Director

Balance Sheet

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies 1

50

Particulars Note No Year Ended Year EndedMarch 312016 March 312015

I Revenue from operations 21 310372896800 323733670200II Other income 22 136994600 525412000III Total Revenue(I+II) 310509891400 324259082200IV Expenses

a Cost of Material Consumed 23 1357073500 1293751900b Purchase of Stock-in-Trade 24 281848216100 294479334400c Changes in Inventories of Finished Goods 25 (719345800) (186205700)d Employee Benefits Expenses 26 12664754100 12944732800e Finance Costs 27 5604834800 4157234900f Depreciation and Amortization expense 12 1358225700 1559476600g Other Expenses 28 7395406500 8383136200

Total Expenses 309509164900 322631461100V Profit before tax (III-IV) 1000726500 1627621100

VI Tax expense(a)Current tax 275985000 473844400(b)Deferred tax 120557700 -

VII Profit for the Year(V-VI) 604183800 1153776700VIII Prior period tax expenses 41100300 75346500IX Earnings per Equity Share(in Rupees) 563083500 1078430200

Basic 219 392Diluted 219 392

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

Profit amp Loss Account

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies

51

Particulars As at March 312016 As at March 312015A Cash Flow from Operating Activities

Net Profit before Tax 1627621100Adjustment forDepreciation 1559476600Interest expenses 4157234900Loss Profit on Sale of Fixed Assets -

Operating ProfitLoss before Working Capital Changes 7344332600Adjustment for(Increase)Decrease in Trade amp Other receivables 940107800(Increase)Decrease in Inventory (186205700)Increase(Decrease) in Trade Payables amp other provisions (4054306400)(Increase)Decrease in Other Loans amp Advances (4635970800)Cash generated from operations (592042500)Taxes Paid (549190900)Previous Year Taxes (Net) -Net Cash from Operating Activities (A) (1141233400)

B Cash Flow from Investing Activities(Purchase) of FixedCapital Expenditure (2227931100)Sale of Fixed Assets 883140700Sale(Purchase) of Investment (315826300)

Net Cash used in Investing Activities (B) (1660616700)C Cash Flow from Finance Activities

Proceeds from Long Term Borrowing (Net) (4869873700)Secured Loan 18024550800Unsecured Loan - 991878400Interest paid (4157234900)Net Cash from Financing Activities (C ) 9989320600

Net increase in Cash and Equivalents (A+B+C) 7187470500Opening Balance of Cash and Cash Equivalents 4369116500

Closing Balance of Cash and Cash Equivalents

1000726500

13582257005604834800

69725800

8033512800

(449554700)(719345800)

(5595236000)68738078008143184100(275985000)

(41100300)7826098800

(1622365700)88177300

(367225800)

(1901414200)

1959036900(10137969600)

(5604834800)(13783767500)

(7859082900)11556587000

3697504100 11556587000

Notes1 Figures in brackets indicate cash outflow2 The above Cash Flow Statement has been prepared under the indirect method set out in AS 3-Cash

Flow Statement as prescribed by Companies (Accouning Stanadards)Rules2006

This is the Cash Flow Statement referred to our report of even date

Cash Flow Statement

HIRA AUTOMOBILES LIMITED

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

For the Year Ended 31 March 2016st

52

Notes to Accounts2 SHARE CAPITAL

As at March 31 2016 As at March 312015(1)AUTHORISED6000000 Equity shares of Rs10-each 6000000000 6000000000

FULLY PAID UP

ISSUEDSUBSCRIBED -2753440 Equity shares of Rs10 each

6000000000 6000000000

2753440000 2753440000

2753440000 2753440000

Shares at the beginning of the accounting Period2753440 Equity shares of Rs10- each 2753440000 2753440000Additions during the year - -Shares outstanding at the end of year 2753440000 2753440000Total 2753440000 2753440000

(a) Rights Preferences and Restrictions Attached to sharesEquity Shares The Company has only one class of equity shares having a par value of Rs 10 per shareEach Shareholder is entitled to one vote per share In the event of liquidation of the company the holder ofequity shares will be entitled to receive any of the remaining of the Company after distribution of allpreferential amounts However no such preferential amount exist currently The distribution will be inproportion to the number of equity shares held by the equity shareholders(b) Detail of Shares held by Shareholders holding more than 5 of the Aggregate Shares in theCompany

Name of Shareholders No of Shares Shareholding as at March31 2016

Rajinder Kaur Bhattal 826000 3000Kuldeep Singh Bhattal 272100 988Rahul Sidhu 270000 981Simran Bajwa 265000 962Manjeet Kaur Sangha 862900 3134

3 RESERVES AND SURPLUSAs at March 312016 As at March 312015

General reserveAt the beginning of the accounting period 723675000

-

-

-

-

723675000Additions during the yearAt the end of the accounting period 723675000 723675000Surplus in Statement of Profit and LossAt the beginning of the accounting period 4953295200 3874865000Additions during the year 563083500 1078430200(balance in statement of profit amp loss ac)prior period expenses written offtransfer tofrom reservesAt the end of the accounting period 5516378700 4953295200

Total 6240053700 56769702004 LONG TERM BORROWINGS

As at March 312016 As at March 312015SECUREDTerm loan(Secured against hypof car and guaranteed bythe directors of the co)

(Secured against Focal Point Properties andguaranteed by directors)

-

5018479300

142138000

5774447600

UNSECUREDLoans from directors 5183688500 3090000000Loans from shareholders and public - -Total 10202167800 9006585600

Term loan

HIRA AUTOMOBILES LIMITED

53

5 DEFERRED TAX LIABILITIES (NET)As at March 312016 As at March 312015

Deferred tax liabilities 1662638300 1542080600Total 1662638300 1542080600

6 OTHER LONG TERM LIABILITIESAs at March 312016 As at March 312015

Sales promotion scheme- Customeradvances

5046479000 4415090000

Security from Employees 688513800 651945200Total 5734992800 5067035200

7 LONG TERM PROVISIONSAs at March 312016 As at March 312015

Gratuity provision 1339912400 1244415300Total 1339912400 1244415300

10 OTHER CURRENT LIABILITIESAs at March 312015

Current maturities of long term debts 880473400 1674618400Interest accrued and due on borrowings - -Value added tax and CST 2185026500 2517359600TDS payable 111535600 157798400Current year taxes payable(net of advance tax) - -

Other payables 494159100 329385900Total 3671194600 4679162300

11 SHORT TERM PROVISIONS

(a) Provisions for employee benefits 823155600 789863800

8 SHORT TERM BORROWINGSAs at March 312016 As at March 312015

Secured loans from banksPunjab National Bank -(secured against hypothecation of stockand book-debts)Gur Mandi Patiala 30680878500 29077205300Gagan Chowk Rajpura 1863121400 1705992300New Grain Market Muktsar and Malout 842363700 757042200Inventory funding 15977059900 27961153300(secured against hypothecation of stockand book-debts)Total 49363423500 59501393100

9 TRADE PAYABLESAs at March 312016 As at March 312015

Sundry Creditors 357269200 2822407500Advance from Parties-Interest free 1145471900 3300893700Total 1502741100 6123301200

HIRA AUTOMOBILES LIMITED

As at March 312016 As at March 312015

Total 823155600 789863800

As at March 312016

54 HIRA AUTOMOBILES LIMITED

14 NON CURRENT INVESTMENTAs at March 312016 As at March 312015

Investment in Shares 1120000 1120000Investment in Mutual Funds - -

Total 1120000 1120000

15 LONG TERM LOANS AND ADVANCESAs at March 312016 As at March 312015

Security Deposits 366283000 337485500(Unsecured considered good unlessOtherwise Stated)Intercorporate Deposits 2252255200 1913826900Total 2618538200 2251312400

16 INVENTORIESAs at March 312016 As at March 312015

(As taken valued amp certified by the management)

Stock in Trade (in respect of goodsacquired for trading )

38093012700 37213584000

Stores Spares amp Loose tools 3115489400 3275572300

Total 41208502100 40489156300

17 TRADE RECEIVABLESAs at March 312016 As at March 312015

(unsecured considered good unlessotherwise stated)(1)Debts outstanding for a period exceeding

six months from the date they are due 513584600 623548900(2)Other debts 13858473100 13298954100Total 14372057700 13922503000

55

18 CASH amp CASH EQUIVALENTS As at March 312016 As at March 312015

(a) Balance with BanksFixed deposits 1260950600 812770600(Earmarked balances with banksheld as margin moneyagainst borrowingsand other commitments)Current accounts 1243916600 6403274200Gold Coins 29547200 29547200(b) Cheques Draft on HandCheques in HandCash in hand

202088500961001200

30714258001239569200

Total 3697504100 11556587000

19 SHORT TERM LOANS amp ADVANCESAs at March 312016 As at March 312015

(Unsecured considered good unlessotherwise stated)advances recoverable in cash orin kind for the value to be received(1)Advance to parties 2541662700 9294257800(2) Receivable from revenue authorities 551783000 569108700(3)Current years taxes recoverable(net ofliability)

332615600 380504500

(4) Other advances 1071179500 1155243400Total 4497240800 11399114400

HIRA AUTOMOBILES LIMITED

56

20 OTHER CURRENT ASSETSAs at March 312016 As at March 312015

Prepaid Expenses 80877200 52811400

Total 52811400

21 REVENUE FROM OPERATIONSAs at March 312016 As at March 312015

Sale of products 290733945600 301324413800Sale of services 9681919400 10435033800

Other operating revenues 9957031800 11974222600310372896800 323733670200

Less Excise duty - -Total 310372896800 323733670200

22 OTHER INCOMEAs at March 312016 As at March 312015

Interest income 87335400 279807100Other Non-operating income 49659200 245604900Total 136994600 525412000

23 COST OF MATERIAL CONSUMEDAs at March 312016 As at March 312015

Purchases Raw-Materials and PackingMaterials

1357073500 1293751900

Add Opening balance of stock - -1357073500 1293751900

Less Closing balance of stock - -Total 1357073500 1293751900

80877200

24 PURCHASE OF STOCK IN TRADEAs at March 312016 As at March 312015

Purchases of Traded goods 281848216100 294479334400

Total 281848216100 294479334400

25 CHANGES IN INVENTORIESAs at March 312016 As at March 312015

Finished Goodsat the beginning of the accounting period - -at the end of the accounting period - -Stock-in-Tradeat the beginning of the accounting period 40489156300 40302950600at the end of the accounting period 41208502100 40489156300Total (719345800) (186205700)

26 EMPLOYEE BENEFIT EXPENSESAs at March 312016 As at March 312015

Salary and Wages 8156996000 9654096800HRA Expenses and other allowance 2733336200 1148756100Contribution to Provident fund 587123100 490338400Contribution to Employees state Insurance fund 157923000 161030000Workers and Staff Welfare 299823200 269213600Gratuity Expenses 95497100 64570600Bonus 420931500 903597900Employees Training and Uniform expenses 213124000 253129400Total 12664754100 12944732800

HIRA AUTOMOBILES LIMITED

57

27 FINANCE COSTSAs at March 312016 As at March 312015

Interest ExpenseInterest to Banks 4309580000 3483884100Interest on Unsecured loans 1196279800 577607600Interest to Customers (36290200) (95330900)Interest to MSIL (121679800) (50429300)Interest to Bank on Vehicle loan 29667800 43272600Bank Charges 227277200 198230800

Total 5604834800 4157234900

28 OTHER EXPENSESAs at March 312016 As at March 312015

Accessories Expenses 9551600 18313400Festival Expenses 30357200 8141000Donation 13123500 9144500Freight Inward 23896900 26399000Power amp Fuel 913761800 911434100Software Usage Charges 91413600 86473500Entertainment Exp 19129900 29106000Rent Rates amp Taxes 701191800 671145200General Expenses 162725500 138611000Godown Rent 57600000 48125000Insurance 161551400 173705300Legal expenses 43474400 60436900Misc Expenses 7073900 3598300News Paper amp Periodicals 9374100 7947200Outside Labour Expenses 284322400 102072700Payment to the Auditors 48313400 15000000Postage amp Courier Expenses 10683600 13298800Professional Charges 147965200 1006744000Printing amp Stationery 165125400 223093400Repair to Buildings and fixed assets 309177500 427256800MDS Expenses 21264900 35806500Telephone Expenses 326712100 525640000Workshop Expenses 325704400 579373600Vehicle Running Expenses 182200200 225090800Other expenses 18263600 405070100Advertisement ExpensesDiscounts

99310800745200400

118382500821623000

Customer welfare 146224200 161357500Demo Expenses amp PDI Expenses 372510300 437441500Sales Promotion 696744200 773152400Sale Commission amp Incentives 160190000 35180000Pool Cancellation and lifting charges 202092600 166694500Marketing Staff Tour expensesTrue Value Expenses

531070200358105500

581622300442725000

Total 7395406500 8383136200

HIRA AUTOMOBILES LIMITED

58 HIRA AUTOMOBILES LIMITED

Post-Employment BenefitsDefined Contribution PlansA defined contribution plan is a post-employment benefit plan under which the Company pays specifiedContributions to a separate entity The Company makes specified monthly contributions towards ProvidentFund Superannuation Fund and Pension Scheme The Companys contribution is recognized as an expense inthe Profit and Loss Statement during the period in which the employee renders the related service

The Company does not deal with Foreign Currency hence AS-11 ldquoEffect of changes in Foreign Exchangesissued bythe Institute of Chartered Accountantsof India isnot applicable

Cash Flow Statements has been prepared following the indirect method set out in the Accounting Standard-3 on ldquoCash Statements ldquoissued by the Institute of Chartered Accountants of India

(i) Income tax expenses for the period comprise of Current Tax amp Deffered Tax(ii) Current tax is measured at the amount expected to be paid to the tax authorities using the applicable tax

Rates of the Income TaxAct 1961(iii) Deferred Tax is calculated on the timing differences being the difference between accounting income and

taxable income which originates in one period and are capable of reversal in one or more subsequentaccounting periods in accordance with the provisions of Accounting Standard -22 on ldquoAccounting forTaxeson Incomerdquo issued by the Institute of Chartered Accountants of IndiaDeferred tax assets are recognized only to the extent that there is a reasonable certainty that sufficientfuture income will be available except that deferred tax assets in case there are unabsorbed depreciationor losses are recognized if there is virtual certainty that sufficient future taxable income will be available torealize the same

Depreciation on Fixed Assets is provided on the basis of Straight Line Method (SLM) Depreciation isprovided based on useful life of the assets as prescribed in Schedule II to the Companies Act 2013

Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and itis probable that an outflow of resources will be required to settle the obligation and a reliable estimate canbe made Provisions are not discounted to their present value and are determined based on the bestestimate required to settle the obligation at the reporting date These estimates are reviewed at eachreporting date and adjusted to reflect the current best estimatesContingent liabilities are disclosed unless the possibility of outflow of resources is remoteContingent assets are neither recognized nor disclosed in the financial statements

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value Animpairment loss is charged to the Profit and Loss Statement in the year in which an asset is identified asimpaired The impairment loss recognized in prior accounting period is reversed if there has been a changein the estimate of recoverable amount

G) ForeignCurrencyTransaction

H) CashFlowStatements

J) Depreciation

K) ProvisionsandContingent liabilities

L) Impairment ofAssets

I) TaxesonIncome

59 HIRA AUTOMOBILES LIMITED

M) EarningsPer Share

N) Segment Reporting

has been made in accordance with the requirement of Accounting Standard (AS) -20 on Earnings PerShare issued by the Institute of Chartered Accountants of India Diluted Earning per share is the same asBasic Earning per share because there is no potential equity shares which would have dilutive effect onearning per shares to equity shareholders

The Company is Authorized Dealer of Maruti Suzuki India Limited (MSIL) and hence is engaged in thebusiness of sale amp service of MSIL vehicles As the basic nature of sale of variants of vehicles is governedby the same set of risk amp returns these have been grouped as single segment as per AccountingStandard(AS-17) on segment reporting issued by the Institute of Chartered Accountants of India

2 Detail in respect of Opening Stock Sales and Closing Stock as follows

3 (a) During the year the company has recognized the following amounts as Defined Contribution Pan in theProfit and Loss Account

i) Employers Contribution to Provident Fund - Rs 5871 Lacsii) Employers Contribution to Employee State Insurance - Rs 1579 Lacs

The calculation of Earnings Per Share (EPS) as disclosed in the Balance Sheet Abstract

(b) During the year the Company has made provision for Gratuity in books asdesigned benefit plan

4 Subsequent to Accounting Standards -22 Accounting for Taxes on Income Issued by the Institute ofCharteredAccountants of India Deferred Tax Expenses of Rs 120557700 for the periods is recognized inthe profit and LossAmount

Calculation of Deferred TaxLiability is as followsWritten down value of Fixed Assets as on 31032016 (As per Company Act) 168178793Written down value of Fixed Assets as on 31032016 (As per Income Tax Act) 114371729bull Timing Difference 53807064bull Tax 3090 16626383bull Deferred Tax Liability as on 31032016 16626383bull Deferred Tax Liability as on 31042015 15420806bull Deferred Tax Liability to be provided for 1205577

5 Legal amp Professional Fees includes Payments to Auditors comprising as follows-i) Statutory Audit fee Rs 10000000ii) Tax audit and Vat audit Fee Rs 5000000

6 Related Party Disclosure in accordance with Accounting Standard-18

Pacific Finlease Pvt LtdRahul Sidhu Enterprises Pvt LtdRSG Studios Pvt Ltd

(a) Enterprises owned or Significantly Influenced by Directors and their Relatives

60 HIRA AUTOMOBILES LIMITED

Particulars Opening Stock Sales Closing StockQty

825VehiclesSpares ampAccessory

Amount(Rs In Lacs)

37213632756

Qty

5627

Amount(Rs In Lacs)2647068260272

Qty

1131

Amount(Rs In Lacs)

38093031155

b)

Pacific Finlease Pvt Ltd

Rahul Sidhu Enterprises Pvt Ltd

RSGStudios Pvt Ltd

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 1915Interest Recovered during the financial year 207

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 14379Interest Recovered during the financial year 035

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 6229Interest Recovered during the financial year 618

7 Calculation of Earning Per Share is as follows Profit after Tax as per Profit amp Loss Account as on 3132016 5630835

For Basic Earning Per share 2753440For Diluted Earning Per Share 2753440

Basic 219Diluted 219

8 Balance confirmation letters have been obtained from some of the parties on test check basis9 Figures of Previous year have been re-grouped and re classified wherever necessary in order to

conform to the current years presentation

As per our report of even date

No of Equity Share (Face value Rs 10- each)

Detail of transaction for the financial year 2015-16

Earning Per Share

61 HIRA AUTOMOBILES LIMITED

Page 3: HIRAAUTOMOBILESLIMITED - bseindia.com · S. Isher Singh Director Mrs. Neha Sidhu Whole time Director Mrs ... Name Rahulinder Singh Sidhu Age 34 Brief Resume Working as Director in

HIRA AUTOMOBILES LIMITEDRegistered Office- CIN-L50101CH1989PLC009500

Email website Telephone 0175-2209100101102

Notice is hereby given that the 27th Annual General Meeting of the Company will be held on Friday the 30 dayof September 2016 at 0500 pm at the registered office of the company situated at

to transact the following business

1 To consider and adopt the Audited Financial Statements of the Company for the financial year ended 31March 2016 and the Reports of the Board of Directors and the Auditors thereon

2 To appoint a Director in place of Shri Rahulinder Singh Sidhu (DIN-00447452) who retires by rotation andbeing eligible offers himself for reappointment

To consider and if thought fit to pass with or without modification (s) the following resolution as an OrdinaryResolutionldquoRESOLVED THAT appointment of Ms Pankaj Chugh amp Associates Chartered Accountants Patiala whowere appointed to hold office from the conclusion of 25th Annual General Meeting until the conclusion of the 28Annual General Meeting as Statutory Auditors of the Company at such remuneration as may be mutuallyagreed between the Board of Directors of the Company and the auditors be and is hereby ratifiedrdquo

By order of the BoardFor

1 A member entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and vote on a pollinstead of himself herself and the proxy need not be a member of the company The proxy in order to beeffective must be received by the company not less than forty eight hours before the meeting The proxy formand attendance slip are enclosed herewith

2 The Register of Members and the Share Transfer Books of the Company shall remain closed from 29 day ofSeptember 2016 to 30 day of September 2016 (both days inclusive)

3 The Company has appointed Mr Ravinder Kumar Company Secretary in Practice as Scrutinizer toscrutinize the e-voting process in a fair and transparent manner and to declare results4 Pursuant to the provisions of Section 108 of the Companies Act 2013 and Rule 20 of the Companies(Management and Administration) Amendment Rules 2015 and Regulation 44 of SEBI (Listing and DisclosureRequirements) Regulations 2015 the Company is pleased to provide members facility to exercise their votesby electronic means and the business may be transacted through e-voting as per instructions below(a) Date and time of commencement of voting through electronic means Monday September 26 2016 at

900 a m(b) Date and time of end of voting through electronic means beyond which voting will not be allowed ThursdaySeptember 29 2016 at 500 p m(c) Details of Website

0598

0598

Sector 18B Chandigarh 160018

Sector18BChandigarh160018

hiraaccountsgmailcom wwwhiraautomobilescom---------------------------------------------------------------------------------------------------------------------------------------

NOTICEth

st

th

th

th

ORDINARYBUSINESS

3 RATIFICATIONOFAPPOINTMENTOFAUDITORS

2 HIRA AUTOMOBILES LIMITED

(d) Details of persons to be contacted for issues relating to e-voting Mr Puneet Mittal Ms Beetal Financial andComputer ServicesPrivate Limited NewDelhi Tel No011-29961281-283e-mailbeetalrtagmailcom and CDSL at Tel No 18002005533 e-mail helpdeskevotingcdslindiacom

(e) Details of Scrutinizer Mr Ravinder Kumar Company Secretary in PracticeThe e-voting module shall be disabled for voting on Thursday September 29 2016 at 500 p m Once thevote on a resolution is cast by the shareholder the shareholder shall not be allowed to change itsubsequently The voting right of shareholders shall be in proportion to their share in the paid up equity sharecapital of the Company as on the cut off(record date) date as on 23 September 2016

(f) The instructions for shareholdersvoting electronically are asunder(i) The voting period begins on 26 September 2016 and ends on 29 September 2016

During this period shareholdersrsquo of the Company holding shares either in physical form or in dematerializedform as on the cut-off date (record date) on Friday 23 September 2016 may cast their vote electronicallyThe e-voting module shall be disabled byCDSL for voting thereafter

(ii) The shareholders should log on to the e-voting website wwwevotingindiacom during the voting period(iii) Click on ldquoShareholdersrdquo tab(iv) NowEnter your User IDa For CDSL 16 digits beneficiary IDb For NSDL 8 Character DP ID followed by 8 Digits Client IDc Members holding shares in Physical Form should enter Folio Number registered with the Company(v) Next enter the Image Verification as displayed and Clickon Login(vi) If you are holding shares in dematerialised form and had logged on to wwwevotingindiacom and voted

on an earlier voting of any company then your existing password is to be used(vii) If you are a first time user follow the steps given below

(viii) After entering these details appropriately click on ldquoSUBMITrdquo tab(ix) Members holding shares in physical form will then directly reach the Company selection screen However

members holding shares in demat form will now reach lsquoPassword Creationrsquo menu wherein they are requiredto mandatorily enter their login password in the new password field Kindly note that this password is to bealso used by the demat holders for voting for resolutions of any other company on which they are eligible tovote provided that company opts for e-voting through CDSL platform It is strongly recommended not toshare your password with any other person and take utmost care to keep your password confidential

(x) For Members holding shares in physical form the details can be used only for e-voting on the resolutionscontained in this Notice

rd

th th

rd

3

Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for bothdematshareholders aswell asphysical shareholders)

Memberswho have not updated their PAN with the CompanyDepositoryParticipantare requested to use the first two letters of their name and the 8 digits of the sequencenumber in the PAN field

bull In case the sequence number is less than 8 digits enter the applicable number of0rsquos before the number after the first two characters of the name in CAPITAL

lettersE g If your name is Ramesh Kumar with sequence number 1 then enter

bull

For Members holding shares in Demat Form and Physical Form

PAN

DividendBank

Detailsor

DOBDate

of Birth

Enter the Dividend Bank Details or Date of Birth ( ddmmyyyy format ) as recorded in your demataccount or in the company records in order to login

bull If both the details are not recorded with the depository or company please enter themember

HIRA AUTOMOBILES LIMITED

(xi) Click on the EVSN for the on which you choose to vote

(xii) On the voting page you will see and against the same the option ldquoYESNOrdquo

for voting Select the option YES or NO as desired The option YES implies that you assent to theResolution and option NOimplies that you dissent to the Resolution

(xiii) Click on the if you wish to view the entire Resolution details

(xiv) After selecting the resolution you have decided to vote on click on rdquo A confirmation box will be

displayed If you wish to confirm your vote click on else to change your vote click on and

accordingly modify your vote(xv) Once you your vote on the resolution you will not be allowed to modify your vote

(xvi) You can also take out print of the votes cast by clicking on ldquoClick here to printrdquo option on the Voting page(xvii) If Demat account holder has forgotten the login password then Enter the User ID and the image verification

code and click on Forgot Password amp enter the details as prompted by the system

middot Non ndash Individual Shareholders (ie other than Individuals HUF NRI etc) and Custodians are required tolog on to and register themselves as Corporate(s)

middot A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to

middot After receiving the login details they have to create compliance user should be created using the adminlogin and password The Compliance user would be able to link the account(s) for which they wish to voteon

middot The list of accounts linked in the login should be mailed to helpdeskevotingcdslindiacom and onapproval of the accounts they would be able to cast their vote

middot A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour ofthe Custodian if any should be uploaded in PDF format in the system for the scrutinizer to verify the same

(xx) In case you have any queries or issues regarding e-voting you may refer the Frequently Asked Questions(ldquoFAQsrdquo) and e-voting manual available at under help section or write an email to

5 Members are requested to register their e-Mail id with the company or its Registrar or their depositoryparticipant to enable the company to send the notices and other reports through email

6 The Scrutinizer shall within a period of two working days from the conclusion of e-voting period unblockthe votes in presence of at least two witnesses not in employment of the Company and make a report of thevotes cast in favour or against if any forthwith to the Chairman of the Company The results shall bedeclared within two working days from the conclusion of the AGM The results declared along with thereport of Scrutinizer shall be placed on the Companyrsquos website and the website of CDSL andcommunicated to the stock exchanges

7 Details of Directors seeking re-appointmentappointment at the forthcoming Annual General Meetingas required under Secretarial Standards-2 on General Meetings and in pursuance of Regulation 36 (3)of SEBI (Listing Obligations amp Disclosure Requirements) Regulations 2015 are given as annexure

ltHIRAAUTOMOBILESLIMITEDgt

ldquo RESOLUTIONDESCRIPTIONrdquo

ldquo RESOLUTIONSFILELINKrdquoldquo SUBMIT

ldquo OKrdquo ldquo CANCELrdquo

ldquo CONFIRMrdquo

(xix)

(xviii) Shareholders can also cast their vote using CSDLrsquos mobile app m-voting available for androidbased mobiles The m-voting app can be downloaded from the Google play store Apple andWindows phone users can download the app from the App Store and the Windows Phone Storerespectively on or after 30 June 2016 Please follow the instructions as prompted by the mobileapp while voting on your mobile

4 HIRA AUTOMOBILES LIMITED

5

ANNEXURE TO ITEM NO 2 OF NOTICE

Name Rahulinder Singh SidhuAge 34

Brief Resume Working as Director in the company for the last fifteen years

Nature of his expertise in specific functionalareas

Vehicle industry

Date of first appointment on the Board 29092001

Qualifications Graduate

Experience fifteen years

As per Companyrsquos policy on appointment of Board members

Last drawn remuneration if applicable As mentioned in the Corporate Governance Report ( forming partof Annual Report 2015 -16)

Shareholding in the company held eitherhimself or on a beneficial basis for any otherpersons

270000 equity shares of Rs10- each

Relationship with other Directors Managerand other Key Managerial Personnel of thecompany

Related with Smt Neha Sidhu Whole Time Director of theCompany as Husband

The number of Meetings of the Boardattended during the Year

Fifteen ( for details please refer to the Corporate GovernanceReport forming part of Annual Report 2015 -16)

Names of companies in which the personalso holds the directorship and themembershipChairman of Committees ofthe Board

1 Rahul Sidhu Enterprises Private Limited2 Rahul Sidhu Media Private Limited3 Pacific Finlease Private Limited4 RSG Studios Private Limited

Chairmanshipmember of the Committeesof Board of Directors of other Indian PublicCompanies

NIL

Terms and conditions of appointment orre-appointment along with details ofremuneration sought to be paid

HIRA AUTOMOBILES LIMITED

6

PROXY FORM[Pursuant to section 105(6) of the Companies Act 2013 and rule 19(3) of the Companies (Management and Administration) Rules 2014]

Name of the Company Hira Automobiles Limited

CIN L50101CH1989PLC009500

Registered Office- 0598 Sector 18B Chandigarh 160018

Email hiraaccountsgmailcom

website wwwhiraautomobilescom

Tel No 0175-2209100101102

Name of the member (s)

Registered address

E-mail Id

Folio No Client Id

DP ID

IWe being the member (s) of helliphelliphelliphellip shares of the above named company hereby appoint

1 Name

Address

E-mail Id

Signaturehelliphelliphelliphelliphellip or failing him

2 Name helliphelliphelliphelliphelliphelliphelliphellip

Address

E-mail Id

Signature helliphelliphelliphelliphellip or failing him

3 Name helliphelliphelliphelliphelliphelliphelliphellip

Address

E-mail Id

Sig nature helliphelliphelliphelliphellip

as myour proxy to attend and vote (on a poll) for meus and on myour behalf at the 27th Annual General Meeting of the company to be

held on Friday the 30th day of September 2016 at 0500 pm at Registered Office of the Company 0598 Sector 18B Chandigarh

160018 and at any adjournment thereof in respect of such resolutions as are indicated below

Resolution No Resolution Vote

For Against

Ordinary Business

1 Approval of Annual Accounts for the year ended 31032016

2 To appoint a Director in place of Shri Rahulinder Singh Sidhu who retires byrotation

3 Ratification of Appointment of Auditors

Signed thishelliphellip day ofhelliphelliphellip 2016

Signature of shareholder -----------------------Signature of Proxy holder(s) ------------------

Note This form of proxy in order to be effective should be duly completed and deposited at the Registered Office ofthe Company not less than 48 hours before the commencement of the Meeting

Affix

Revenue Stamp

HIRA AUTOMOBILES LIMITED

8

[Pursuant to section 109(5) of the Companies Act 2013 and rule 21(1) (c) of theCompanies (Management and Administration) Rules 2014]

HIRA AUTOMOBILES LIMITED

CIN ndash L50101CH1989PLC009500

Registered Office- 0598 Sector 18B Chandigarh 160018

Email- hiraaccountsgmailcom website- wwwhiraautomobilescom

Tel No 0175-2209100101102

SNO Particulars Details

1 Name of the First Named Shareholder (In block letters)

2 Postal address

3 Registered folio No Client ID No(Applicable to investorsholding shares in dematerialized form)

4 Class of Share

I hereby exercise my vote in respect of Ordinary Special resolution enumerated below by recording my assent or dissent to thesaid resolution in the following manner

No Item No No of sharesheld by me

I assent to theresolution

I dissent from theresolution

Ordinary Business

1 Approval of Annual Accounts for the year ended31032016

2 To appoint a Director in place of Shri Rahulinder SinghSidhu who retires by rotation

3 Ratification of Appointment of Auditors

PlaceDate

(Signature of the Shareholder)

ATTENDANCESLIPName of the Company Hira Automobiles Limited

CIN L50101CH1989PLC009500

Registered Office- 0598 Sector 18B Chandigarh 160018

Email hiraaccountsgmailcom

website wwwhiraautomobilescom

Tel No 0175-2209100101102

(Please complete this attendance slip and hand it over at the entrance of the Hall)

I hereby record my presence at 27th Annual General Meeting of the Company held on Friday the 30th day of September 2016 at

0500 pm at Registered Office of the Company at 0598 Sector 18B Chandigarh 160018

Folio NoDP ID-Client ID

Full Name of the Shareholder in Block Letters

No of Shares Held

Name of Proxy (if any) in Block Letters

Signature of theShareholderProxyRepresentative

Strike out whichever is not applicable

27th ANNUAL GENERAL MEETINGTOBEHELDONFRIDAY THE30th DAYOFSEPTEMBER 2016 AT0500 PMATREGISTEREDOFFFICEOF THECOMPANY0598 SECTOR18B CHANDIGARH 160018

HIRA AUTOMOBILES LIMITED

10 HIRA AUTOMOBILES LIMITED

FINANCIAL HIGHLIGHTS

EXTRACTOFANNUALRETURN

MEETINGSOFTHEBOARDOFDIRECTORS

DIRECTORS RESPONSIBILITYSTATEMENT

The Extract of Annual Return as required under section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 in Form MGT-9 is annexed herewith for your kindperusal and information

During the Financial Year 2015-16 the Company held fifteen Board meetings of the Board of Directors as perSection 173 of Companies Act 2013 which is summarized below The provisions of Companies Act 2013 andlisting agreement were adhered to while considering the time gap between two meetings

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors of the Company confirms that-(a) In the preparation of the annual accounts the applicable accounting standards have been followed along

with proper explanation relating to material departures(b) The directors had 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 thecompanyat the end of the financial year and of the profit and loss of the company for that period

(c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the company and for preventingand detecting fraud and other irregularities

(d) The directors have prepared the annual accounts on a going concern basis and(e) The directors have laid down internal financial controls to be followed by the company and that such internal

financial controls are adequate and were operating effectively(f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws

and that such systems were adequate and operating effectively

11

30042015 30052015 31052015 21072015 31072015 15092015

30092015 31102015 02112015 30112015 02012016 02022016

15022016 22022016 10032016

HIRA AUTOMOBILES LIMITED

AUDITORSANDREPORTTHEREON

LOANS GUARANTEESANDINVESTMENTS

RELATEDPARTYTRANSACTIONS

CONSERVATIONOFENERGY TECHNOLOGYABSORPTIONANDFOREIGNEXCHANGEOUTGO

RISKMANAGEMENT

DIRECTORSANDKMP

DEPOSITS

Ms Pankaj Chugh amp Associates Chartered Accountants Patiala was appointed as Statutory Auditors for a

period of three years in the Annual General Meeting held on 30 September 2014 Their continuance of

appointment and payment of remuneration are to be confirmed and approved in the ensuing Annual General

Meeting There are no qualifications or adverse remarks in the Auditors Report which require any clarification

explanation The Notes on financial statements are self-explanatory and needs no further explanation Further

the Auditors Report for the financial year ended 31st March 2016 is annexed herewith for your kind perusal and

information

There were no loans guarantees or investments made by the Company under Section 186 of the Companies

Act 2013 for third party during the year under review and hence the said provision is not applicable

The Company has entered into various Related Parties Transactions as defined under Section 188 of the

Companies Act 2013 with related parties as defined under Section 2 (76) of the said Act Further all the

necessary details of transaction entered with the related parties are attached herewith in Form NoAOC-2 for

your kind perusal and information

The Information pursuant to Section 134(3) (m) pertaining to Conservation of Energy Technology Absorption

and Foreign Exchange Outgo is provided in annexure herewith

The Company has insurance policy for all the assets of the Company and all the insurance policies are renewed

well in advance

During the current financial year the following changes have occurred in the constitution of Board of Directors

and KMP of the company

The company has not accepted or renewed any deposits during the year and there are no unclaimed or unpaid

deposits at the end of the financial year

th

12

SNo Name Designation AppointmentResign Date of cessation1 Ramesh Kumar Director Resigned 31122015

HIRA AUTOMOBILES LIMITED

CORPORATESOCIALRESPONSIBILITY

RATIOOFREMUNERATIONTOEACHDIRECTOR

ANNUALEVALUATION

CORPORATEGOVERNANCE

INDEPENDENTDIRECTORSANDDECLARATION

The company does not meet the criteria of Section 135 of Companies Act 2013 read with the Companies(Corporate Social Responsibility Policy) Rules 2014 so there is no requirement to constitute Corporate SocialResponsibility Committee

The information required pursuant to Section 134(3) and Section 197(12) read with Rule 5 (1) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employees of the Companyand Directors is attached herewith Further information required under Rule 5 (2) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is nil as no employee of the Company isin receipt of remuneration as stated therein

Pursuant to the provisions of the Companies Act 2013 the Board has carried out an annual performanceevaluation of its own performance the directors individually as well as the evaluation of the working of its AuditNomination amp Remuneration Committee A separate exercise was carried out to evaluate the performance ofindividual Directors including the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgment safeguarding the interest of the Company and itsminority shareholders etc The performance evaluation of the Independent Directors was carried out by theentire Board The performance evaluation of the Chairman and the Non Independent Directors was carried outby the Independent Directors who also reviewed the performance of the Secretarial Department

Report on Corporate Governance along with the Certificate of Ms Pankaj Chugh amp Associates CharteredAccountants Patiala Statutory Auditors of the Company confirming compliance of conditions of CorporateGovernance asstipulated in the Listing Agreement with the Stock Exchanges forms part of the Board ReportThe information under Schedule V Part II Section II point IV is asunder

Shri Isher Singh Smt Rajbir Kaur and SmtRupinder Kaur were appointed as independent directors byshareholders on 30 September 2014 as per Section 149(10) of the Companies Act 2013 for a term of 5consecutive years on the Board of the Company The Board of Directors of the Company hereby confirms that allthe Independent directors duly appointed by the Company have given the declaration and they meet the criteriaof independence as provided under section 149(6) of the Companies Act 2013

a) Theremunerationpackageof thedirectorsareasfollows

13

Salary Rs 96000000 Rs 84000000

Bonus 000 000

Stock Options 000 000

Pension 000 000

HIRA AUTOMOBILES LIMITED

NOMINATIONANDREMUNERATIONCOMMITTEE

REMUNERATIONPOLICY

As per the section 178(1) of the Companies Act 2013 the Companys Nomination and Remuneration Committeecomprises of three Non-executive Directors The table sets out the composition of the Committee as on31032016

The date of meetings of committee and attendance of members is given in report on corporate governanceattached with the report

The Terms of Reference of the Nomination and Remuneration Committee are as under1 To identify persons who are qualified to become Directors and who may be appointed in senior management

in accordance with the criteria laid down recommend to the Board their appointment and removal and shallcarry out evaluation of every Directors performance

2 To formulate the criteria for determining qualifications positive attributes and independence of a Directorand recommend to the Board a policy relating to the remuneration for the Directors Key ManagerialPersonnel and other employees

3 The Nomination and Remuneration Committee shall while formulating the policy ensure thata The level and composition of remuneration is reasonable and sufficient to attract retain and motivate

Directors of the quality required to run the Company successfullyb Relationship of remuneration to performance is clear and meets appropriate performance benchmarks

andc Remuneration to Directors Key Managerial Personnel and senior management involves a balance

between fixed and incentive pay reflecting short and long-term performance objectives appropriate to theworking of the company and its goals

4 Regularly review the Human Resource function of the Company5 Discharge such other function(s) or exercise such power(s) as may be delegated to the Committee by the

Board from time to time6 Make reports to the Board as appropriate7 Review and reassess the adequacy of this charter periodically and recommend any proposed changes to

the Board for approval from time to time8 Any other work and policy related and incidental to the objectives of the committee as per provisions of the

Act and rulesmade there under

The remuneration paid to Executive Directors is recommended by the Nomination and RemunerationCommittee and approved by Board in Board meeting subject to the subsequent approval of the shareholders atthe General Meeting and such other authorities as may be required The remuneration is decided afterconsidering various factors such as qualification experience performance responsibilities shouldered industrystandards aswell as financial position of the Company

The Non Executive Directors have not been paid any Sitting Fees during the year

Termsof Reference

`

RemunerationtoExecutiveDirectors

RemunerationtoNonExecutiveDirectors

14

Isher Singh Chairman Independent Non ExecutiveRupinder Kaur Member Independent Non ExecutiveRajbir Kaur Member Independent Non Executive

HIRA AUTOMOBILES LIMITED

AUDITCOMMITTEE

SECRETARIALAUDITREPORT

VIGILMECHANISM

SHARESa BuyBackofSecurities

b Sweat Equity

c BonusShares

d EmployeesStockOptionPlan

ORDEROFCOURT

DETAILSOFADEQUACYOFINTERNALFINANCIALCONTROLS

SHARESINSUSPENSEACCOUNT

According to Section 177 of the Companies Act 2013 the companys Audit Committee comprised of threedirectors The board has accepted the recommendations of the Audit Committee The table sets out thecomposition of the Committee as on 31032016

The date of meetings of committee and attendance of members is given in report on corporate governanceattached with the report

There are certain observations in the Secretarial Audit Report which require corrective actions and the Board hasgiven necessary instructions in this regard Further the Secretarial Audit Report as provided by Mr RavinderKumar Company Secretary in Practice for the financial year ended 31st March 2016 is annexed herewith foryour kind perusal and information

As per Section 177(9) and (10) of the Companies Act 2013 and as per the Clause 49 of the Listing Agreementthe company has established Vigil Mechanism for directors and employees to report genuine concerns andmade provisions for direct access to the chairperson of the Audit Committee Company has formulated thepresent policy for establishing the vigil mechanism Whistle Blower Policy to safeguard the interest of itsstakeholders Directors and employees to freely communicate and address to the Company their genuineconcerns in relation to any illegal or unethical practice being carried out in the Company

The Company has not bought back any of itssecurities during the year under review

The Company has not issued any Sweat Equity Sharesduring the year under review

No Bonus Shares were issued during the year under review

The Company has not provided any Stock Option Scheme to the employees

There is no significant and material order passed by the regulators or courts or Tribunals impacting the goingconcern status and companys operation in future

Internal Financial Controls are adequate and are in consonance with the size and operations of the Company

i Aggregate number of shareholders and the outstanding shares in the suspense account lying at the

15

Isher Singh Chairman Independent Non ExecutiveRupinder Kaur Member Independent Non ExecutiveRajbir Kaur Member Independent Non Executive

HIRA AUTOMOBILES LIMITED

ii Number of shareholders who approached issuer for transfer of shares fromsuspense account during theyear=nil

iii Number of shareholders to whomshareswere transferred fromsuspense account during the year=niliv Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end

of the year=nil

i Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account atthe beginning of the year=nil

ii Number of shareholders who approached the issuer for transfer of shares from the Unclaimed SuspenseAccount during the year=nil

iii Number of shareholders to whom shares were transferred from the Unclaimed Suspense Account during theyear=nil

iv Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account atthe end of the year=nil

The material variations between the projectionsand the actual utilization are not applicable

The Code of Conduct of Hira Automobiles Limited is attached herewith

Management Discussion and Analysis Report is attached herewith

The Company has in place `Prevention of Sexual Harassment Policy` This Anti-Sexual Harassment policyof the Company is in line with the requirements of The Sexual Harassment of Women at the Workplace(Prevention Prohibition amp Redressal) Act 2013 All employees (permanent contractual temporary andtrainees) are covered under this policy An Internal Complaints Committee (ICC) is in place to redresscomplaints received regarding sexual harassment The following is a summary of sexual harassmentcomplaints received and disposed off during the year - No of complaints received Nil -No of complaintsdisposed off NA

Your Directors wish to express their grateful appreciation to the continued co-operation received from theBanks Government Authorities Customers Vendors and Shareholders during the year under review YourDirectors also wish to place on record their deep sense of appreciation for the committed service of theExecutives staff and Workers of the Company

SHARESINUNCLAIMEDSUSPENSEACCOUNT

MATERIALVARIATIONS

CODEOFCONDUCT

MANAGEMENTDISCUSSIONANDANALYSISREPORT

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION PROHIBITION ampREDRESSAL) ACT 2013

ACKNOWLEDGEMENT

16 HIRA AUTOMOBILES LIMITED

17

FORM NO MGT-9

i CIN L50101CH1989PLC009500

ii Registration Date 06071989

iii Name of the Company Hira Automobiles Limited

iv CategorySub-Category of the Company Indian Non Government Company

v Address of the Registered office and contact details 0598 Sector 18-B Chandigarh 160018Tele - 0175-2209100101102

vi Whether listed company Yes

vii Name Address and Contact details of Registrarand Transfer Agent If any

Ms Beetal Financial amp Computer ServicesPrivate LimitedBeetal House 3rd Floor99 Madangir BehindLocal Shopping Center Near Data HarsukhdasMandir New Delhi-110062 Ph 011-2996128182FAX011-29961284

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 or more of the total turnover of the company shall be stated-

1 Selling of Cars spare parts accessories etc 100NA

III PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

1 NIL NIL NIL NIL NIL

[Pursuant to section 92(3) of theCompanies Act 2013 and rule12(1) of the Companies (Mangementand Administration) Rules 2014]

I REGISTRATION AND OTHERS DETAILS

HIRA AUTOMOBILES LIMITED

18

Demat Physical Total of TotalShares

Demat Physical Total ofTotal

Shares

1) IndianIndividualHUF

2635700 2635700 9572 2635700 2635700 9572

CentralGovtState

Govt(s)Bodies CorpBanks FIAny Other

2635700 2635700 9572 2635700 2635700 9572

NRIs-IndividualsOther-

IndividualsBodies CorpBanks FIAnyOtherhellip

PublicShareholding

MutualFundsBanks FI

i Category-Wise Share Holding

Sub-Total)A)(2)

Central Govt

iv Shareholding Pattern (Equity Share Capital Breakup as percentage of Total Equity)

a) State Govt(s)b)Venture Capital

Funds

c) InsuranceCompanies

HIRA AUTOMOBILES LIMITED

19

d)FIIse)Foreign Venture

Capital Fundsf) Others (specify)

Sub-total(B)(1)

2 Non Institutionsa) Bodies Corp

(i) Indian

(ii) Overseas

500 500 002 500 500 002

(ii) Individual

(i) Individualshareholders

holding nominalshare capital uptoRs 2 lakh

116740 116740 424 116740 116740 424

shareholdersholding nominalshare capital inexcess of Rs 1lakh

c) Others(Specify)-NRI

500 500 002 500 002

Sub-total(B)(2) 117740 117740 428 117740 428TotalPublicShareholding(B)=(B)(1)+(B)(2)

117740 117740 428 117740 428

CShares heldby

CustodianforGDRsampADRsGrandTotal

(A+B+C) 2753440 2753440 100

500

117740

117740

2753440 2753440 100

b) Individuals

HIRA AUTOMOBILES LIMITED

20

Sr

No

Shareholderrsquos

Name

Shareholding at the beginning of the

year

Shareholding at the end of the year

No ofShares

of totalShares ofthecompany

of SharesPledged encumberedto totalshares

No ofShares

1 Rajinder KaurBhattal

826000 3000 000 826000

2 Kuldeep SinghBhattal

272100 988 000 272100

3 RahulinderSingh Sidhu

270000 981 000 270000

4 Simran Bajwa 265000 962 000 2650005 D S Sangha 51600 187 000 516006 Preet Sangha 25400 092 000 254007 Vikram Bajwa 24700 090 000 247008 Manjeet Kaur

Sangha862900 3134 000 862900

9 AmandeepSingh Sangha

21600 078 000 21600

10 Karamjit Singh 15400 056 000 1540011 Neha Sidhu 1000 004 000 1000

of totalShares ofthecompany

of SharesPledged encumberedto totalshares

change inshareholdingduring theyear

3000 000 000

988 000 000

981 000 000

962 000 000187 000 000092 000 000090 000 0003134 000 000

078 000 000

056 000 000004 000 000

No of shares No of shares of total sharesof the company

At the beginning of the year NIL NIL NIL NIL

At the End of the year

ii Shareholding of Promoters

iii Change in Promoters Shareholding (please specify if there is no change)

of total sharesof the company

NIL NIL NIL NIL

NIL NIL NIL NIL

Date wise Increase Decreasein Promoters Share holdingduring the year specifying thereasons for increasedecrease (eg allotmenttransfer bonus sweat equityetc)

HIRA AUTOMOBILES LIMITED

21

Indebtedness at thebeginning of the financialyeari) Principal Amountii) Interest due but not paidiii) Interest accrued but not

142138000 8157035200 8299173200

Total(i+ii+iii) 142138000 8157035200 8299173200Change in Indebtednessduring the financial year- Addition- Reduction (142138000)

2761646100(142138000)

Net Change (142138000) 2761646100 2619508100

Indebtedness at theend of the financial yeari) Principal Amountii) Interest due but not paidiii) Interest accrued but notdue

- 10918681300 10918681300

Total (i+ii+iii) - 10918681300 10918681300

iii INDEBTEDNESSIndebtedness of the Company including interest outstandingaccrued but not due for payment

2761646100

HIRA AUTOMOBILES LIMITED

22

Stock Option 000 000 000

Sweat Equity 000 000 000

Commission- as of profit- others specify

000 000 000

Others please specify 000 000 000

Total(A) 84000000 96000000 180000000

Ceiling as per the Act

REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A Remuneration to Managing Director Whole-Time Directors andor Manager

NEHA SIDHU RAHULINDERSINGH SIDHU

(b)Value of perquisites us17(2) Income-tax Act1961

( )17 3 Income- taxAct1961 000 000

Gross salary(a)Salary as per provisions contained

1961

84000000 96000000 180000000

(c)Profits inlieu of salary under section

000

000

000 000

in section17(1) of the Income-tax Act

HIRA AUTOMOBILES LIMITED

23

Independent DirectorsmiddotFee for attending board committee meetings

middotCommission

middotOthers please specify

NIL NIL NIL NIL NIL

Total(1) NIL NIL NIL NIL NILOther Non-Executive Directors

middotFee for attending board committee meetingsmiddotCommissionmiddotOthers please specify

NIL NIL NIL NIL NIL

Total(2) NIL NIL NIL NIL NIL

Total(B)=(1+2) NIL NIL NIL NIL NIL

Total Managerial Remuneration NIL NIL NIL NIL NIL

Over all Ceiling as per the Act NIL NIL NIL NIL NIL

CEO Company CFO TotalSecretary

Gross salary(a)Salary as per provisionscontained in section17(1)of

the Income tax Act 1961

000 000 285487 285487

000 000 000 000

Sweat Equity 000 000 000 000

- (b)Value of perquisites us

17(2)Income-taxAct1961

000

000

000

000

000

000

000

000

Commission- as of profit-others specifyhellip

000 000 000 000

Others please specify 000 000 000 000

Total 000 000 285487 285487

C Remuneration to Key Managerial Personal Other Than MDManagerWTD

(C)Profits inlieu of salary undersection 17(3) Income-taxAct 1961

Sweat EquityStock Option

IV PENALTIESPUNISHMENTCOMPOUNDINGOFOFFENCES--------------------------------------------NIL---------------------------------------

HIRA AUTOMOBILES LIMITED

B Remuneration to other directors

24

Parti culars Details

A Name(s) of the related party and nature of relationship Rahul Sidhu Enterprises Pvt Ltd

B Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not SpecifiedD Salient terms of the contracts or arrangements or transactions

including the value if anyAt bank rate of Interest

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the Board 30042015G Amount paid as advances if any 226620-

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

2 Details of contracts or arrangements or transactions not at arms length basis

Par t i cul ars Details

A Name(s) of the related party and nature of relationship RSG Studios Pvt Ltd

B Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not Specified

D Salient terms of the contracts or arrangements or transactionsincluding the value if any

At bank rate of Interest

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the Board 30042015

G Amount paid as advances if any 971927-

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

HIRA AUTOMOBILES LIMITED

NA

NA

CONSERVATIONOFENERGY TECHNOLOGYABSORPTIONANDFOREIGNEXCHANGEOUTGO

(A) Conservationof energy

(B) Technologyabsorption

(C) ForeignexchangeearningsandOutgo

Steps taken impact on conservation of energy with special reference to the following(i) Steps taken by the company for utilizing alternate sources of energy including waste generated - NIL(ii) Capital investment on energy conservation equipment - NIL

1 Efforts in brief made towards technology absorption - NIL2 Benefits derived as a result of the above efforts eg product improvement cost reduction product

development import substitution etc - NIL3 In case of imported technology (imported during the last 3 years reckoned from the beginning of the

financial year) following information may be furnished(a) Details of technology imported - NIL(b) Year of import - NIL(c) Whether the technologybeen fully absorbed- NIL(d) If not fully absorbed areaswhere absorption hasnot taken place and the reasons therefore- NIL

4 Expenditure incurred on Research and Development

25

Earnings NIL

Outgo NIL

including the value if any

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the BoardG Amount paid as advances if any Nil

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

A Name(s) of the related party and nature of relationship Pacific Finlease Pvt LtdB Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not Specified

D Salient terms of the contracts or arrangements or transactions At bank rate of Interest

NA

HIRA AUTOMOBILES LIMITED

26

RATIOOF REMUNERATION

(i) the ratio of the remuneration of each director to the median remun--eration of the employees of the company for the financial year

4701

(ii) the percentage increase in remuneration of each director Chief FinancialOfficer Chief Executive Officer Company Secretary or Manager if anyin the financial year

Nil

(iii) the percentage increase in the median remuneration of employees inthe financial year

Nil

(iv) the number of permanent employees on the rolls of company 866(v) the explanation on the relationship between average increase inremuneration and company performance

NA

(vi) comparison of the remuneration of the Key Managerial Personnelagainst the performance of the company

As per individual performance

Nil

(viii) average percentile increase already made in the salaries of employeesother than the managerial personnel in the last financial year and itscomparison with the percentile increase in the managerial remunerationand justification thereof and point out if there are any exceptionalcircumstances for increase in the managerial remuneration

Nil

(ix) comparison of the each remuneration of the Key Managerial Personnelagainst the performance of the company

As per individual performance

(x) the key parameters for any variable component of remuneraavailed by the directors

tion Nil

(xi) the ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess ofthe highest paid director during the year

Nil

(xii) Affirmation that the remuneration is as per the remuneration policyof the company

Yes

Vii) Variations in the capitalisation of the company price earningsratio as at the closing date of the current financial year and previousfinancial year and percentage increase over in the marketquotations of the shares of the company in comparison to the rate atwhich the company came out with last public offer incase of listecompanies and in case of unlisted companies the variations in the networth of the company as at the close of the current financial year andprevious financial year

HIRA AUTOMOBILES LIMITED

27 HIRA AUTOMOBILES LIMITED

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee StockPurchase Scheme) Guidelines 1999

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)

Regulations 1993 regarding the Companies Act and dealing with client(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009 and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998

(vi) Factories Act 1948 The Punjab Shops and Commercial Establishments Act 1958 The Payment of WagesAct 1936 The Minimum Wages Act 1948 Employees State Insurance Act 1948 The EmployeesProvident Fund amp Miscellaneous Provisions Act 1952 Payment of Bonus Act 1965 The Payment ofGratuity Act 1972 The Industrial Employment (Standing Orders) Act 1946 The Employment Exchange(Compulsory Notification of Vacancies) Act 1956 The Environment (Protection) Act 1986 The HazardousWastes (Management Handling amp Trans boundary Movement) Rules 2008 The Water (Prevention ampControl of Pollution) Act 1974 The Air (Prevention amp Control of Pollution) Act 1981 and The Punjab LabourWelfare Fund Act 1965

I have also examined compliance with the applicable clauses of the following

(i) Secretarial Standards issued by The Institute of Company Secretaries of India(ii) The Listing Agreement entered into by the Companywith BSE Limited

During the period under review the Company has complied with the provisions of the Act RulesRegulations Guidelines Standards etc mentioned above except to the extent as mentioned below

1 That Company has not complied with Regulation 38 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 relating to maintaining of minimum publicshareholding by a listed Company

2 That Company Secretary of the Company has resigned and new Company Secretary is to be appointed asrequired under Section 203 of The Companies Act 2013

3 That Company has not deducted and deposited labour welfare fund as required under The Punjab LabourWelfare Fund Act 1965

4 That Statutory bonus as required under Payment of Bonus Act 1965 has not been paid by the Companyduring the year

5 That there are related party transactions which are not in ordinary course of business and which are not atarms length basis

6 That there is carry forward of loans given to parties which are covered under section 185 of the CompaniesAct 2013

7 That the Company has 14 locations and some locations need to get registration under The Punjab Shopsand Commercial Establishments Act 1958 and some locations require factory license under Factories Act1948 whereas some locations require consent authorization for operation of a facility under pollution lawsand The Hazardous Wastes (Management Handling amp Trans boundary Movement) Rules 2008

8 That the periodical returns required to be filed under The Employment Exchange (Compulsory Notificationof Vacancies) Act 1956 has not been filed and are pending

I further report thatThe Board of Directors of the Company is duly constituted with proper balance of Executive Directors NonExecutive Directors and Independent Directors The changes in the composition of the Board of Directors thattook place during the period under review were carried out in compliance with the provisions of the Act

-

28 HIRA AUTOMOBILES LIMITED

Adequate notice is given to all directors to schedule the Board Meetings agenda and detailed notes on agendawere sent at least seven days in advance and a system exists for seeking and obtaining further information andclarifications on the agenda items before the meeting and for meaningful participation at the meeting

Majority decision is carried through while the dissenting members views are captured and recorded as part ofthe minutes

I further report that there are adequate systems and processes in the company commensurate with the size andoperations of the company to monitor and ensure compliance with applicable laws rules regulations andguidelines

This report is to be read with our letter of even date which is annexed as and forms an integralpart of this report

29 HIRA AUTOMOBILES LIMITED

30 HIRA AUTOMOBILES LIMITED

HIRA AUTOMOBILES LIMITEDCODEOF CONDUCT

PERSONTOWHOMTHECODEISAPPLICABLE

( ) GENERALSTANDARDOFCONDUCT

( ) APPLICABLELAWS

( ) CONFLICTOFINTEREST

( ) PROTECTINGCONFIDENTIALINFORMATION

This code is applicable to the following persons (hereinafter referred to as Officers of the company)-All the Board Members-The entire Core group Members of the Companyand heads of the department

1 Officers are expected to exercise good judgment to ensure the safety and welfare of employees consumerscustomers suppliers shareholders lenders and other stakeholders and to maintain a co-operativeefficient positive harmonious and productive work environment practice integrity in inter-personalrelationships work on the principal of mutual trust transparencyand teamwork

2 Officers are expected to acquire and maintain professional competence3 Officers are expected to observe discipline and conduct themselves both on and off-duty in a manner to

uphold the high image of the company4 Officers are expected to assist the company in identifying controlling mitigating and managing business

risks within the companys risk management policy framework5 Officers are expected to assist the company in providing to its employees a work environment free of

harassment and free of discrimination based on race religion creed color physical or mental disability agesex etc

6 Officers should not engage in selling or distribution or be in possession of or use narcoticspsychotropicdrugs or be under influence of alcohol while on duty

7 As Officers represent the Company before the public and various authorities they are expected to dressneatly and appropriately in a manner consistent with the nature of their work and the image of the company

8 Officers should not claim from the company unauthorized personal expenses9 Customersupplierinvestor Relationships- Officers who need to deal with customers suppliers and investors

should understand that they are dealing and therefore should uphold the image and goodwill generated andbuilt-up by the Companyover the year

Officers must acquire adequate Knowledge of all the applicable laws rules regulations order and notificationsunder regulatory framework as applicable to their functions and duties and should follow and comply with thesame and avoid violation breach or infringement thereof

Officers of the Company will avoid conflict of interest Conflict of interest is said to exit when personal interest mayhave a potential conflict with the interest of the company at large Where any transaction involves conflict ofinterest prior approval of the Managing Directors Executive Director and in case of a Director of the Boardshould be obtained

The Companys confidential information is a vita and asset It may relate to product product formula processproduct plans and road maps cost and financial information information as to customers suppliers dealers andemployees business arrangements and agreements as well as to patents trademarks copyrights and tradesecrets For the purpose of this Code confidential information would also include the information obtained by theCompany from a third party under a Non Disclosure Agreement Such confidential information should beprotected and safeguarded against unauthorized personal use and should not be disclosed to any one expect (i)with prior authorization (ii) in the ordinary course of carrying on the business of the Company In the course ofconducting the Companys Business Officers may come in possession of confidential information about itsemployees customers suppliers etc Officers should handle the same with utmost responsibility and prevent itsmisuse

I

II

III

IV

31 HIRA AUTOMOBILES LIMITED

( ) PREVENTIONOFINSIDERTRADING

( ) COMPANYSASSETS

( ) NONCOMPLIANCE

( ) ANYAMENDMENTSORMODIFICATIONTOTHECODEOFCONDUCT

( )ACKNOWLEDGEMENTOFRECEIPTOFCODEOFCONDUCTANDETHICS

1 COMPANY PHILOSOPHY ONCODEOF GOVERNANCE

2 BOARDOF DIRECTORS

V

VI

VII

VIII

IX

Officers are privy to price sensitive inside information and should not use it to make personal gains TheCompany has framed Code of Conduct for prevention of insider trading in the Securities of the CompanyOfficers should follow the same in letter and spirit

Protecting and safeguarding the Companys assets and properties and preventing their unauthorized usepersonal use is one of the key and prime responsibility of Officers Officers are personally responsible of theCompanys funds under their control Officers should use electronic communication facilities like e-mail Internetetc in a legal ethical and appropriate manner and not expose the Company to liability resulting from the illegalunauthorized or unethical use thereof

In case of non-compliance of any of the provisions of this Code of conduct the same shall be reported to theChairman of the Board of Directors of the Company

This Code of Conduct is subject to modification The Board of Directors has the requisite power and the authorityto update and amend the Code of Conduct from time to time

I have received and read the Companys Code of Conduct and Ethics and have understood the standards andpolicies contained therein I agree to comply with the Companys Code of Conduct and Ethics I hereby affirm tothe Company compliance with the Code Conduct and Ethics on an annual basis and also undertake to renewsuch affirmation in the first weekof April every year

Pursuant to Regulation 34 read with Schedule V to the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 a Report on Corporate Governance is givenbelow

The report on Corporate Governance is requirement under Listing Agreement entered into with stockExchange and forms part of the report of the Board of Directors to the shareholders of the Company Thisreport gives an insight into the organizational structure of the Company The vision of the company is to be afinancially sound profitable growth oriented company committed to building and maximizing sustainablevalue for all the shareholders In its endeavor to attain the goal visualized the company is laying maximumemphasis on the effective system of Corporate Governance

(a) CompositionThe present strength of Board of Directors of the Company is five comprising of two Promoter Directors and threeIndependent Directors having diversified professional experience Out of total strength of five Directors two areexecutive and three are Non-Executive The composition of Board of Directors as on 31 March 2016 is asunder

REPORT OF THEBOARDOFDIRECTORS ONCORPORATEGOVERNANCE

st

32 HIRA AUTOMOBILES LIMITED

SN Name DIN Designation Nature of Directorship

1 Rahul Inder SinghSidhu

00447452Chairman and ManagingDirector

Promoter Executive

2 Neha Sidhu 00460875 Whole-time director Promoter Executive

3 Isher Singh 02990779 Director Independent Non Executive4 Rajbir Kaur 06397998 Director Independent Non Executive

5 Rupinder Kaur 06403845 Director Independent Non Executive

6 Ramesh Kumar 00126036 Director Independent Non Executive

Sh Ramesh Kumar has resigned on 31122015 from the office of Director(b) Attendance of each Director at the Board Meetings held during the year 2015-16 and last Annual General

Meeting and number of other Boards or Board Committees in which heshe is a member is as under-

The detail of number of shares and convertible instruments held by non ndash executive directors is given asbelow

Shri Rahulinder Singh Sidhu Managing Director of the Company and Smt Neha Sidhu Whole Time Director on theBoard of Directors are related to each other as husband and wife

(c) During the year fifteen meetings of the Board ofDirectors were held on the following dates-

The familiarization programme imparted to independent directors is disclosed on weblinkof the Company

wwwhiraautomobilescom

33

30042015 30052015 31052015 21072015 31072015 15092015

30092015 31102015 02112015 30112015 02012016 0202201615022016 22022016 10032016

SN Name of non ndash executive Director No of Equity Shares Held No of convertibleinstruments Held

1 Rajbir Kaur Nil NA

2 Rupinder Kaur Nil NA3 Isher Singh Nil NA

Total Nil NA

SN

Name of Director No of BoardMeeting attended

No of otherDirectorship

Membershipin other

Committees

Attendance atlast AGM

1 Rahulinder Singh Sidhu 15 4 - Yes

2 Neha Sidhu 12 4 - Yes

3 Isher Singh 12 - 3 -

4 Rajbir Kaur 6 - 3 -

5 Rupinder Kaur 6 - 3 -

6 Ramesh Kumar 1 4 - -

HIRA AUTOMOBILES LIMITED

34

3 AUDITCOMMITTEE

4NOMINATIONANDREMUNERATIONCOMMITTEE

Remunerationpolicy

The terms of reference of the audit committee include all the matters as provided under Section 177 (4) of TheCompanies Act 2013 and the rules made there under and SEBI (LODR) Regulations 2015

As on 31 March 2016 In compliance with the provisions of Section 177(2) of the Companies Act 2013 AuditCommittee comprises of three Non-Executive Independent Directors five meetings of Audit Committee wereheld during the year under consideration on following dates

The details of members of the audit committee and their attendance is as under-

The terms of reference of Nomination and Remuneration Committee covers all the matters provided under theCompanies Act 2013 and the rules made there under and SEBI (LODR) Regulations 2015

As on 31 March 2016 in compliance with the provisions of Section 178(1) of the Companies Act 2013Nomination and Remuneration Committee comprises of three Non-Executive Independent Directors Twomeetings of Nomination and Remuneration Committee were held during the year under consideration on 30May 2015 and 10 March 2016The details of members of the audit committee and their attendance is as under-

Remuneration policy ensures that the level and composition of remuneration is reasonable and sufficient toattract retain and motivate directors of the quality required to run the company successfully and that relationshipof remuneration to performance is clear and meets appropriate performance benchmarks and that remunerationto directors key managerial personnel and senior management involves a balance between fixed and incentivepay reflecting short and long-term performance objectives appropriate to the working of the company and itsgoals

CompositionandMeetings

CompositionandMeetings

st

st

th

th

30052015 31072015 31102015 15022016 28032016

Name of Directors Position held in theCommittee

Category MEETINGSHeld Attended

Isher Singh Chairman Independent NonExecutive

Five Five

Rupinder Kaur Member Independent NonExecutive

Three Three

Rajbir Kaur Member Independent NonExecutive

Three Three

Name of Directors Position held in theCommittee

Category MEETINGS

Held Attended

Isher Singh Chairman Independent NonExecutive

Two Two

Rupinder Kaur Member Independent Non

Executive

Two Two

Rajbir Kaur Member Independent NonExecutive

Two Two

HIRA AUTOMOBILES LIMITED

35

5 REMUNERATIONOFDIRECTORS

6 STAKEHOLDERS GRIEVANCECOMMITTEE

7 GENERALBODYMEETINGS

There is no pecuniary relationship or transaction of the company with its independent directors other thanpayment of sitting fee to them for attending Board and Committee meetings Following Executive Directors werepaid as per detail given below

and no commission on profits is paid to any of the Directors No stock option has been given to any of theDirectors including Executive Directors

As on 31 March 2016 in compliance with the requirement of Section 178(5) of The Companies Act 2013Stakeholder Relationship Committee comprises of three Non-Executive Independent Directors to consider andresolve the grievances of security holders of the companyper detail given below

Sh Rahul Inder Singh Sidhu Managing Director has been appointed as Compliance officer for the purpose ofcomplying with various provisions of the Guidelines Regulations issued by Securities and Exchange Board ofIndia Listing Agreement with Stock Exchanges

The Company has not received any complaint during the year from the shareholders and there is no pendingcomplaint with the Company

(i) Location and time where last three Annual General Meetings were held is given below-

(i) Compositionst

(ii) ComplianceOfficer

(iii) Complaints

SN

NAME OFDIRECTOR

DESIGNATION SALARY Rs BENEFITS BONUS STOCKOPTIONS

PENSION

1 RahulinderSingh Sidhu

ManagingDirector

960000- - - - -

2 Neha Sidhu Whole TimeDirector

840000- - - - -

Name Category Designation

Isher Singh Independent Non Executive Chairman

Rupinder Kaur Independent Non Executive Member

Rajbir Kaur Independent Non Executive Member

Financial Year Date Time Venue

2012-13 30092013 1100 A M 20 Sector 8A Chandigarh 1100022013-14 30092014 500 PM 20 Sector 8A Chandigarh 110002

2014-15 30092015 500 PM 20 Sector 8A Chandigarh 110002

HIRA AUTOMOBILES LIMITED

36

(ii) Following Special Resolutions were passed in the previous 3 Annual General Meeting

(iii) No special resolution has been passed last year through postal ballot and no special resolution isproposed to be conducted through postal ballot

Quarterly results are normally published in the newspapers and also sent to BSE Limited Physical copy ofannual report which inter alia includes the Directors Report Corporate governance report Audited AccountsCash Flow Statements etc was sent to shareholders by post and also to BSE Limited The quarterly results andannual report isalso available on companys website at under investors section

Date 30092016 Time 0500 PM Day Friday and Venue Registered Office of the Company at 0598 Sector18B Chandigarh 160018

The companys Financial Year starts from 1 April every year and conclude on 31 March next year

The Register of Members and the Share Transfer Books of the Company shall remain closed from 29 day ofSeptember 2016 to 30 day of September 2016 (both days inclusive)

No dividend has been recommended by the Board this year and therefore information under this sub clause is nil

The shares of the Company are listed at BSE Limited only as other regional stock exchanges viz Delhi StockExchange Association Limited Ludhiana Stock Exchange Association Limited and Ahmedabad StockExchange Limited had been de-recoganised in the process of de-recoganition by Securities and ExchangeBoard of India The Company haspaid listing fee to BSE Limited

The Stock Code of the Company on BSE Limited is 531743

There was no trading of shares of the Company and no market price data is available Further Securities of theCompany were not suspended from trading by BSE Limited during last year

The Company has appointed Ms Beetal Financial amp Computer Services Private Ltd New Delhi as CommonAgency (RTA) for Share Transfer work in both modes physical as well as electronically Detail of RTA is as underMs Beetal Financial amp Computer Services Private LimitedBeetal House 3 Floor99 Madangir Behind Local Shopping Center Near Data Harsukhdas MandirNewDelhi- 110062 Ph 011-2996128182 Fax 011-29961284

The companys shares in dematerialized form transferable through depository system and Shares in physicalform are processed by Ms Beetal Financial amp Computer Services Private Limited The Board has authorised ShRahulinder Singh Sidhu Managing Director of the company to approve share transfers and matter relatedtherewith

8 MEANSOFCOMMUNICATION

9 GENERALSHAREHOLDERINFORMATIONAnnual General Meeting

Financial Year

BookClosure

Dividend

Listing

StockCode

StockMarket Data

Registrar andShareTransfer Agents

ShareTransfer System

wwwhiraautomobilescom

st st

th

th

rd

30092013 Nil

30092014 1 Approval for Borrowing Money in excess of the aggregate of the paid up share capital andfree reserves of the Company 2 Amendments in Articles of Association

30092015 Nil

HIRA AUTOMOBILES LIMITED

37

ReconciliationofShareCapital Audit

Distribution of shareholding

Dematerializationof sharesandliquidity

GDRsADRs

Mr Ravinder Kumar Practising Company Secretary carries out the Reconciliation of Share Capital Audit asmandated by SEBI and reports on the reconciliation of total issued and listed Capital with that of total sharecapital admitted held in dematerialized form with NSDL and CDSL and those held in physical form This audit iscarried out on quarterly basis and the report thereof is submitted to the Stock Exchanges

Detail of distribution of share holding of equity share of the Company by size and ownership class as on31032016 is given as under

The Shares of the company have not been traded on stock exchange during the period under review TheCompany has not been allotted ISIN and number of shares held in dematerialized formis nil

The Company has not issued any GDRsADRsWarrants or any Convertible instruments

UP TO 5000 129 6293 38840 38840000 14106

5001 TO 10000 49 2390 44500 44500000 16162

10001 TO 20000 7 341 10000 10000000 0363220001 TO 30000 4 195 9000 9000000 03269

30001 TO 40000 2 098 6800 6800000 02470

40001 TO 50000 1 049 4400 4400000 01598

50001 TO 100000 1 049 5200 5200000 01889

100001 AND ABOVE 10 585 2634700 2634700000 956876

Indian Promoter-IndividualHUF 11 2635700 9572

Non Resident Individual 1 500 002

Bodies Corporate 1 500 002

Resident Individuals-HUF 190 116740 424

HIRA AUTOMOBILES LIMITED

38

Plant ShowroomLocationsShowroom Locations

Address for correspondence

Related Party Transactions

Compliance

Vigil Mechanism

WhistleBlower Policy

Mandatory Requirements

1 Hira Automobiles Limited Rajbaha Road Patiala Ph No 0175-22091002 Hira Automobiles Limited Malout Road Muktsar Ph No 01633-2620203 Hira Automobiles Limited Village Bhadak Rajpura Ph No 01762-2448814 Hira Automobiles Limited Radha Swami Satsang Road Nabha PhNo 01765-5059595 Hira Automobiles Limited Muktsar Road Malout Ph No01637-2637246 Hira Automobiles Limited Patiala Pehowa Road DevigarhPh No0175-26311527 Hira Automobiles Limited Bathinda Malout Road Gidderbaha8 Hira Automobiles Limited Nabha Road Bhadson9 Hira Automobiles Limited Cheeka road Samana

10 Hira Automobiles Limited Malout Road Killianwali

Following is the address for correspondenceRegistered Office ndash Hira Automobiles Limited 0598 Sector 18-B Chandigarh 160018

There are no materially significant related party transactions that may have potential conflict with the interests ofcompany at large There were transactions with related parties at market price at arms length basis which aredisclosed in Form AOC ndash 2 attached herewith The policy on dealing with related party transactions is availableon web link of the Company

The Company has complied with all the provisions of listing agreement and that no penalties and or strictureshas been imposed on the company by Stock Exchange or SEBI or any statutory authority on any matter relatedto capital markets during the last three years

Detail of Vigil Mechanismis provided in the same heading in Directors Report

Company has formulated the Whistle Blower Policy to safeguard the interest of its stakeholders Directors andemployees to freely communicate and address to the Company their genuine concerns in relation to any illegalor unethical practice being carried out in the Company and that no personnel has been denied access to the auditcommittee

The Company has complied with all the mandatory requirements as stipulated in SEBI (Listing and DisclosureRequirements) Regulations 2015

10 OTHERDISCLOSURES

wwwhiraautomobilescom

HIRA AUTOMOBILES LIMITED

39

MANAGEMENTDISCUSSIONANDANALYSIS REPORT

1 Industrystructureanddevelopment

2 Opportunitiesandthreats

3 Segmentwiseor product wiseperformance

4 Outlook

5 Risksandconcern

6 Internal control systemsandtheir adequacy

HIRA AUTOMOBILES LIMITED

40

7 Discussiononfinancial performancewithrespect tooperational performanceDue to overall recessionary economy and internal competition with the new dealer there has been minoradverse impact on the financial stability of the company with respect to operational performance as the workingcapital limits of the company has increased substantially where as there is no growth in sales In comparison tominor growth in operational performance Profitability of the company has been decreasing during the yearinspite of higher burden of interest expenditure salary and wages and other admistrative expenses

8 HumanRecourses

9 Management of theCompany

Human Resource is considered to be the most prized assetof the company by the management Hence the work-forceis being looked after well and ensured that they remain motivated The 360 degree appraisal system ensures theirsatisfaction and brings out their concerns and bikerings which are addressed by the management immediately Thisimproves the employee-management relationship and makes themwork for the better future of the company

As Company has a large network of branches spread over 14 locations in two district of Patiala and Muktsar eachlocation is being managed by a rich experienced deemed CEO who is also known deemed key managerial personnelAll the branches key Managerial Personnel are reporting directly to CMD sitting at Patiala corporate office of thecompany

HIRA AUTOMOBILES LIMITED

41

COMPLIANCECERTIFICATEBYCHIEFEXECUTIVEOFFICERANDCHIEFFINANCIALOFFICER

We Rahulinder Singh Sidhu Managing Director and Sandeep Rana Chief Financial Officer of the Companyhereby certify thatA We have reviewed financial statements and the cash flow for the year ended 31 March 2016 and that to thebest of our knowledge and belief(1) These statements do not contain any materially untrue statement or omit any material fact or containstatements that might be misleading(2) These statements together present a true and fair view of the company affairs and are in compliance withexisting accounting standards applicable laws and regulationsB There are to the best of our knowledge and belief no transactions entered into by the Company during theyear that are fraudulent illegal or volatile to the companyscode of conductC We accept responsibility for establishing and maintaining internal controls for financial Reporting and that wehave evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting andwe have disclosed to the auditors and the audit committee deficiencies in the design or operation of such internalcontrols if any of which they are aware and the steps they have taken or propose to take to rectify thesedeficienciesD We have indicated to the auditorsand the Audit committee(1) Significant changes in internal control over financial reporting during the year(2) Significant changes in accounting policies during the year and that the same have been disclosed in thenotes to the financial statements and(3) There were no instances of fraud of which they have become aware and the involvement therein of themanagement or an employee having a significant role in the companys internal control system over financialreporting

I Rahulinder Singh Sidhu Managing Director of the Company hereby declare that all Board Members andSenior Management Personnel have affirmed compliance with the code of conduct for the Directors and SeniorManagement Personnel as approved by the Board for the Financial Year ended 31 March 2016

For

st

st

HIRA AUTOMOBILES LIMITED

42

AUDITORS CERTIFICATEONCORPORATEGOVERNANCE

The Board of DirectorsHira Automobiles LimitedChandigarh

We have examined the compliance of conditions of Corporate Governance by Hira Automobiles Limited for thefinancial year ended March 31 2016 as stipulated in the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015

The compliance of conditions of Corporate Governance is the responsibility of the management Ourexamination was limited to procedures and implementation thereof adopted by the company for ensuring thecompliance of the conditions of the Corporate Governance It is neither an audit nor an expression of opinion onthe financial statements of the company

In our opinion and to the best of our information and according to the explanations given to us we certify that thecompany has complied with the conditions of Corporate Governance as stipulated in the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015

We further state that such compliance is neither an assurance as to the future viability of the company nor theefficiency of effectiveness with which the management has conducted the affairs of the company

HIRA AUTOMOBILES LIMITED

43 HIRA AUTOMOBILES LIMITED

4

5

OPINION

REPORTONOTHERLEGALANDREGULATORYREQUIREMENTS

44 HIRA AUTOMOBILES LIMITED

Annexureldquo Ardquoto the Independent Auditors Report on the Standalone Financial Statements of Hira Automobiles Limited(Referred to in paragraph 1 (f) under Report on Other Legal and Regulatory Requirements of our report of evendate)

REPORT ON THE INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING UNDER CLAUSE (i)OF SUBSECTION3 OF SECTION 143 OF THE COMPANIES ACT 2013 (ldquoTHE ACTrdquo)

We have audited the internal financial controls over financial reporting of hira automobiles LIMITED (ldquotheCompanyrdquo) as of March 31 2016 in conjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

The Companys management is responsible for establishing and maintaining internal financial controlsbased onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the ldquoGuidance Noterdquo) issued by the Institute of Chartered Accountants of India These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherence to Companyspolicies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financial information as requiredunder the Companies Act 2013

Our responsibility is to express an opinion on the Companys internal financial controls over financial reportingbased on our audit We conducted our audit in accordance with the Guidance Note and the Standards onAuditing prescribed under Section 143(10) of the Companies Act 2013 to the extent applicable to an audit ofinternal financial controls Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if such controls operatedeffectively in all material respects Our audit involves performing procedures to obtain audit evidence about theadequacy of the internal financial controls system over financial reporting and their operating effectiveness Ouraudit of internal financial controls over financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditors judgement including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internalfinancial controlssystem over financial reporting

MANAGEMENTSRESPONSIBILITYFORINTERNALFINANCIALCONTROLS

AUDITORS RESPONSIBILITY

45 HIRA AUTOMOBILES LIMITED

MEANINGOFINTERNALFINANCIALCONTROLSOVERFINANCIALREPORTING

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVERFINANCIAL REPORTING

OPINION

A companys internal financial control over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles A companys internal financial controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of thecompany (2) provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and that receipts andpayments of the company are being made only in accordance with authorisation of management and directors ofthe company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the companys assets that could have a material effect on the financialstatements

Because of the inherent limitations of internal financial controls over financial reporting including thepossibility of collusion or improper management override of controls material misstatements due to error orfraud may occur and not be detected Also projections of any evaluation of the internal financial controlsover financial reporting to future periods are subject to the risk that the internal financial control over financialreporting may become inadequate because of changes in conditions or that the degree of compliance withthe policies or procedures may deteriorate

in our opinion to the best of our information and according to the explanations given to us the Companyhas in all material respects an adequate internal financial controls system over financial reporting and suchinternal financial controls over financial reporting were operating effectively as at March 31 2016 based onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note

46 HIRA AUTOMOBILES LIMITED

Annexure B To Auditors ReportAnnexure referred to in paragraph 3 of our report of even date

1 (a) The Company has maintained proper records showing full particulars including quantitativedetailsand situation of fixed assets at Corporate Office and in the process of maintaining at outlets

(b) We have been informed that the fixed assets of the company have been physically verified by themanagement at reasonable intervals and no material discrepancies were noticed on such verification

2 (a) As informed to us physical verification of inventory of the company has been conducted by themanagement at reasonable intervals (b) In our opinion and according to the explanations givento us the procedures of Physical verification of inventory followed by the management arereasonable and adequate in relation to the size of the company and the nature of its business

(c) In our opinion and according to the explanations given to us the Company is maintainingproper records of inventory We have been informed that no material discrepancies have been noticedon physical verification as compared to records

3 (a) According to the information and explanation given to us the Company has advanced inter corporatedeposits to three companies covered in the register maintained under section 189 of the CompaniesAct2013 and there is no stipulation as to the time period for recovery of principal and interest amount ofunsecured loan given

(b) Further as there is no stipulation as to the time period for recovery of principal amount ofunsecured loan given we are unable to comment on the overdue amount in respect of thesaid loan

4 In our opinion and according to the information and explanations given to us the Company has compliedwith the provisions of Sections 185 and 186 of the CompaniesAct 2013 in respect of grant of loans makinginvestments and providing guarantees and securities

5 According to the information and explanation given to us the Company has not accepted deposits frompublic Advances from customers for sale of vehicles and against sale promotion schemes run by theCompany to promote its sale are received and paid in the ordinary course of business

6 The maintenance of cost records under section 148(1) of the CompaniesAct 2013 has not been prescribedby the Central government for the Companysince it is not manufacturing Company

7 (a) According to the information and explanations given to us the company is generally regular indepositing all statutory dues including provident fund investor education and protection fundemployees state insurance income tax sales tax wealth tax custom duty excise duty cess and anyother statutory due with appropriate authority during the year

(b) According to the information and explanations given to us there are no disputed amount payables inrespect of provident fund investor education and protection fund employees state insurance incometax sales tax wealth tax customduty excise duty cess by the Company

(c ) No amount was lying with the company which was required to be transferred to investor education andprotection fund in accordance with the relevant provisions of the CompaniesAct 1956 (1 of 1956) andrulesmade there under

8 As informed to us the companyhas not defaulted in repayment of dues to financial institutions or banks

9 As informed to us the company has not given any guarantee for loans taken by others from bank orfinancial institutions

47 HIRA AUTOMOBILES LIMITED

10 As informed to us the proceeds of the term loans taken by the company are applied for the purpose forwhich the loans were obtained

11 Based on the audit procedures performed for the purpose of reporting the true and fair view of the financialstatements and as per the information and explanation given by the management we report that no fraudby the company has been noticed or reported during the course of our audit

48 HIRA AUTOMOBILES LIMITED

49

Particulars Note No As at As atMarch 312016 March 312015

I EQUITY AND LIABILITIES(1) Shareholders funds

(a) Share capital 2 2753440000 2753440000(b) Reserves and Surplus 3 6240053700 5676970200

(2) Non-current liabilities(a) Long term borrowings 4 10202167800 9006585600(b) Deferred tax liabilities (net) 5 1662638300 1542080600(c) Other long-term liabilities 6 5734992800 5067035200

(d) Long-term provisions 7 1339912400 1244415300(3) Current liabilities

(a) Short term Borrowings 8 49363423500 59501393100(b) Trade payables 9 1502741100 6123301200(c) Other current liabilities 10 3671194600 4679162300(d) Short term provisions 11 823155600 789863800

Total 83293719800 96384247300ASSETS

(1) Non-Current assets(a) Fixed assets

(i) Tangible assts 12 16817879700 16711642800(ii) Intangible assets 13 - -

(b) Non-current investments 14 1120000 1120000(d) Long-term loans and advances 15 2618538200 2251312400

(2) Current assets(a) Inventories 16 41208502100 40489156300(b) Trade Receivables 17 14372057700 13922503000(d) Cash and Cash equivalents 18 3697504100 11556587000(e) Short-term Loans and Advances 19 4497240800 11399114400(f) Other Current assets 20 80877200 52811400

Total 83293719800 96384247300

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

(IN RUPEES)

Chairman and Managing Director

Balance Sheet

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies 1

50

Particulars Note No Year Ended Year EndedMarch 312016 March 312015

I Revenue from operations 21 310372896800 323733670200II Other income 22 136994600 525412000III Total Revenue(I+II) 310509891400 324259082200IV Expenses

a Cost of Material Consumed 23 1357073500 1293751900b Purchase of Stock-in-Trade 24 281848216100 294479334400c Changes in Inventories of Finished Goods 25 (719345800) (186205700)d Employee Benefits Expenses 26 12664754100 12944732800e Finance Costs 27 5604834800 4157234900f Depreciation and Amortization expense 12 1358225700 1559476600g Other Expenses 28 7395406500 8383136200

Total Expenses 309509164900 322631461100V Profit before tax (III-IV) 1000726500 1627621100

VI Tax expense(a)Current tax 275985000 473844400(b)Deferred tax 120557700 -

VII Profit for the Year(V-VI) 604183800 1153776700VIII Prior period tax expenses 41100300 75346500IX Earnings per Equity Share(in Rupees) 563083500 1078430200

Basic 219 392Diluted 219 392

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

Profit amp Loss Account

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies

51

Particulars As at March 312016 As at March 312015A Cash Flow from Operating Activities

Net Profit before Tax 1627621100Adjustment forDepreciation 1559476600Interest expenses 4157234900Loss Profit on Sale of Fixed Assets -

Operating ProfitLoss before Working Capital Changes 7344332600Adjustment for(Increase)Decrease in Trade amp Other receivables 940107800(Increase)Decrease in Inventory (186205700)Increase(Decrease) in Trade Payables amp other provisions (4054306400)(Increase)Decrease in Other Loans amp Advances (4635970800)Cash generated from operations (592042500)Taxes Paid (549190900)Previous Year Taxes (Net) -Net Cash from Operating Activities (A) (1141233400)

B Cash Flow from Investing Activities(Purchase) of FixedCapital Expenditure (2227931100)Sale of Fixed Assets 883140700Sale(Purchase) of Investment (315826300)

Net Cash used in Investing Activities (B) (1660616700)C Cash Flow from Finance Activities

Proceeds from Long Term Borrowing (Net) (4869873700)Secured Loan 18024550800Unsecured Loan - 991878400Interest paid (4157234900)Net Cash from Financing Activities (C ) 9989320600

Net increase in Cash and Equivalents (A+B+C) 7187470500Opening Balance of Cash and Cash Equivalents 4369116500

Closing Balance of Cash and Cash Equivalents

1000726500

13582257005604834800

69725800

8033512800

(449554700)(719345800)

(5595236000)68738078008143184100(275985000)

(41100300)7826098800

(1622365700)88177300

(367225800)

(1901414200)

1959036900(10137969600)

(5604834800)(13783767500)

(7859082900)11556587000

3697504100 11556587000

Notes1 Figures in brackets indicate cash outflow2 The above Cash Flow Statement has been prepared under the indirect method set out in AS 3-Cash

Flow Statement as prescribed by Companies (Accouning Stanadards)Rules2006

This is the Cash Flow Statement referred to our report of even date

Cash Flow Statement

HIRA AUTOMOBILES LIMITED

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

For the Year Ended 31 March 2016st

52

Notes to Accounts2 SHARE CAPITAL

As at March 31 2016 As at March 312015(1)AUTHORISED6000000 Equity shares of Rs10-each 6000000000 6000000000

FULLY PAID UP

ISSUEDSUBSCRIBED -2753440 Equity shares of Rs10 each

6000000000 6000000000

2753440000 2753440000

2753440000 2753440000

Shares at the beginning of the accounting Period2753440 Equity shares of Rs10- each 2753440000 2753440000Additions during the year - -Shares outstanding at the end of year 2753440000 2753440000Total 2753440000 2753440000

(a) Rights Preferences and Restrictions Attached to sharesEquity Shares The Company has only one class of equity shares having a par value of Rs 10 per shareEach Shareholder is entitled to one vote per share In the event of liquidation of the company the holder ofequity shares will be entitled to receive any of the remaining of the Company after distribution of allpreferential amounts However no such preferential amount exist currently The distribution will be inproportion to the number of equity shares held by the equity shareholders(b) Detail of Shares held by Shareholders holding more than 5 of the Aggregate Shares in theCompany

Name of Shareholders No of Shares Shareholding as at March31 2016

Rajinder Kaur Bhattal 826000 3000Kuldeep Singh Bhattal 272100 988Rahul Sidhu 270000 981Simran Bajwa 265000 962Manjeet Kaur Sangha 862900 3134

3 RESERVES AND SURPLUSAs at March 312016 As at March 312015

General reserveAt the beginning of the accounting period 723675000

-

-

-

-

723675000Additions during the yearAt the end of the accounting period 723675000 723675000Surplus in Statement of Profit and LossAt the beginning of the accounting period 4953295200 3874865000Additions during the year 563083500 1078430200(balance in statement of profit amp loss ac)prior period expenses written offtransfer tofrom reservesAt the end of the accounting period 5516378700 4953295200

Total 6240053700 56769702004 LONG TERM BORROWINGS

As at March 312016 As at March 312015SECUREDTerm loan(Secured against hypof car and guaranteed bythe directors of the co)

(Secured against Focal Point Properties andguaranteed by directors)

-

5018479300

142138000

5774447600

UNSECUREDLoans from directors 5183688500 3090000000Loans from shareholders and public - -Total 10202167800 9006585600

Term loan

HIRA AUTOMOBILES LIMITED

53

5 DEFERRED TAX LIABILITIES (NET)As at March 312016 As at March 312015

Deferred tax liabilities 1662638300 1542080600Total 1662638300 1542080600

6 OTHER LONG TERM LIABILITIESAs at March 312016 As at March 312015

Sales promotion scheme- Customeradvances

5046479000 4415090000

Security from Employees 688513800 651945200Total 5734992800 5067035200

7 LONG TERM PROVISIONSAs at March 312016 As at March 312015

Gratuity provision 1339912400 1244415300Total 1339912400 1244415300

10 OTHER CURRENT LIABILITIESAs at March 312015

Current maturities of long term debts 880473400 1674618400Interest accrued and due on borrowings - -Value added tax and CST 2185026500 2517359600TDS payable 111535600 157798400Current year taxes payable(net of advance tax) - -

Other payables 494159100 329385900Total 3671194600 4679162300

11 SHORT TERM PROVISIONS

(a) Provisions for employee benefits 823155600 789863800

8 SHORT TERM BORROWINGSAs at March 312016 As at March 312015

Secured loans from banksPunjab National Bank -(secured against hypothecation of stockand book-debts)Gur Mandi Patiala 30680878500 29077205300Gagan Chowk Rajpura 1863121400 1705992300New Grain Market Muktsar and Malout 842363700 757042200Inventory funding 15977059900 27961153300(secured against hypothecation of stockand book-debts)Total 49363423500 59501393100

9 TRADE PAYABLESAs at March 312016 As at March 312015

Sundry Creditors 357269200 2822407500Advance from Parties-Interest free 1145471900 3300893700Total 1502741100 6123301200

HIRA AUTOMOBILES LIMITED

As at March 312016 As at March 312015

Total 823155600 789863800

As at March 312016

54 HIRA AUTOMOBILES LIMITED

14 NON CURRENT INVESTMENTAs at March 312016 As at March 312015

Investment in Shares 1120000 1120000Investment in Mutual Funds - -

Total 1120000 1120000

15 LONG TERM LOANS AND ADVANCESAs at March 312016 As at March 312015

Security Deposits 366283000 337485500(Unsecured considered good unlessOtherwise Stated)Intercorporate Deposits 2252255200 1913826900Total 2618538200 2251312400

16 INVENTORIESAs at March 312016 As at March 312015

(As taken valued amp certified by the management)

Stock in Trade (in respect of goodsacquired for trading )

38093012700 37213584000

Stores Spares amp Loose tools 3115489400 3275572300

Total 41208502100 40489156300

17 TRADE RECEIVABLESAs at March 312016 As at March 312015

(unsecured considered good unlessotherwise stated)(1)Debts outstanding for a period exceeding

six months from the date they are due 513584600 623548900(2)Other debts 13858473100 13298954100Total 14372057700 13922503000

55

18 CASH amp CASH EQUIVALENTS As at March 312016 As at March 312015

(a) Balance with BanksFixed deposits 1260950600 812770600(Earmarked balances with banksheld as margin moneyagainst borrowingsand other commitments)Current accounts 1243916600 6403274200Gold Coins 29547200 29547200(b) Cheques Draft on HandCheques in HandCash in hand

202088500961001200

30714258001239569200

Total 3697504100 11556587000

19 SHORT TERM LOANS amp ADVANCESAs at March 312016 As at March 312015

(Unsecured considered good unlessotherwise stated)advances recoverable in cash orin kind for the value to be received(1)Advance to parties 2541662700 9294257800(2) Receivable from revenue authorities 551783000 569108700(3)Current years taxes recoverable(net ofliability)

332615600 380504500

(4) Other advances 1071179500 1155243400Total 4497240800 11399114400

HIRA AUTOMOBILES LIMITED

56

20 OTHER CURRENT ASSETSAs at March 312016 As at March 312015

Prepaid Expenses 80877200 52811400

Total 52811400

21 REVENUE FROM OPERATIONSAs at March 312016 As at March 312015

Sale of products 290733945600 301324413800Sale of services 9681919400 10435033800

Other operating revenues 9957031800 11974222600310372896800 323733670200

Less Excise duty - -Total 310372896800 323733670200

22 OTHER INCOMEAs at March 312016 As at March 312015

Interest income 87335400 279807100Other Non-operating income 49659200 245604900Total 136994600 525412000

23 COST OF MATERIAL CONSUMEDAs at March 312016 As at March 312015

Purchases Raw-Materials and PackingMaterials

1357073500 1293751900

Add Opening balance of stock - -1357073500 1293751900

Less Closing balance of stock - -Total 1357073500 1293751900

80877200

24 PURCHASE OF STOCK IN TRADEAs at March 312016 As at March 312015

Purchases of Traded goods 281848216100 294479334400

Total 281848216100 294479334400

25 CHANGES IN INVENTORIESAs at March 312016 As at March 312015

Finished Goodsat the beginning of the accounting period - -at the end of the accounting period - -Stock-in-Tradeat the beginning of the accounting period 40489156300 40302950600at the end of the accounting period 41208502100 40489156300Total (719345800) (186205700)

26 EMPLOYEE BENEFIT EXPENSESAs at March 312016 As at March 312015

Salary and Wages 8156996000 9654096800HRA Expenses and other allowance 2733336200 1148756100Contribution to Provident fund 587123100 490338400Contribution to Employees state Insurance fund 157923000 161030000Workers and Staff Welfare 299823200 269213600Gratuity Expenses 95497100 64570600Bonus 420931500 903597900Employees Training and Uniform expenses 213124000 253129400Total 12664754100 12944732800

HIRA AUTOMOBILES LIMITED

57

27 FINANCE COSTSAs at March 312016 As at March 312015

Interest ExpenseInterest to Banks 4309580000 3483884100Interest on Unsecured loans 1196279800 577607600Interest to Customers (36290200) (95330900)Interest to MSIL (121679800) (50429300)Interest to Bank on Vehicle loan 29667800 43272600Bank Charges 227277200 198230800

Total 5604834800 4157234900

28 OTHER EXPENSESAs at March 312016 As at March 312015

Accessories Expenses 9551600 18313400Festival Expenses 30357200 8141000Donation 13123500 9144500Freight Inward 23896900 26399000Power amp Fuel 913761800 911434100Software Usage Charges 91413600 86473500Entertainment Exp 19129900 29106000Rent Rates amp Taxes 701191800 671145200General Expenses 162725500 138611000Godown Rent 57600000 48125000Insurance 161551400 173705300Legal expenses 43474400 60436900Misc Expenses 7073900 3598300News Paper amp Periodicals 9374100 7947200Outside Labour Expenses 284322400 102072700Payment to the Auditors 48313400 15000000Postage amp Courier Expenses 10683600 13298800Professional Charges 147965200 1006744000Printing amp Stationery 165125400 223093400Repair to Buildings and fixed assets 309177500 427256800MDS Expenses 21264900 35806500Telephone Expenses 326712100 525640000Workshop Expenses 325704400 579373600Vehicle Running Expenses 182200200 225090800Other expenses 18263600 405070100Advertisement ExpensesDiscounts

99310800745200400

118382500821623000

Customer welfare 146224200 161357500Demo Expenses amp PDI Expenses 372510300 437441500Sales Promotion 696744200 773152400Sale Commission amp Incentives 160190000 35180000Pool Cancellation and lifting charges 202092600 166694500Marketing Staff Tour expensesTrue Value Expenses

531070200358105500

581622300442725000

Total 7395406500 8383136200

HIRA AUTOMOBILES LIMITED

58 HIRA AUTOMOBILES LIMITED

Post-Employment BenefitsDefined Contribution PlansA defined contribution plan is a post-employment benefit plan under which the Company pays specifiedContributions to a separate entity The Company makes specified monthly contributions towards ProvidentFund Superannuation Fund and Pension Scheme The Companys contribution is recognized as an expense inthe Profit and Loss Statement during the period in which the employee renders the related service

The Company does not deal with Foreign Currency hence AS-11 ldquoEffect of changes in Foreign Exchangesissued bythe Institute of Chartered Accountantsof India isnot applicable

Cash Flow Statements has been prepared following the indirect method set out in the Accounting Standard-3 on ldquoCash Statements ldquoissued by the Institute of Chartered Accountants of India

(i) Income tax expenses for the period comprise of Current Tax amp Deffered Tax(ii) Current tax is measured at the amount expected to be paid to the tax authorities using the applicable tax

Rates of the Income TaxAct 1961(iii) Deferred Tax is calculated on the timing differences being the difference between accounting income and

taxable income which originates in one period and are capable of reversal in one or more subsequentaccounting periods in accordance with the provisions of Accounting Standard -22 on ldquoAccounting forTaxeson Incomerdquo issued by the Institute of Chartered Accountants of IndiaDeferred tax assets are recognized only to the extent that there is a reasonable certainty that sufficientfuture income will be available except that deferred tax assets in case there are unabsorbed depreciationor losses are recognized if there is virtual certainty that sufficient future taxable income will be available torealize the same

Depreciation on Fixed Assets is provided on the basis of Straight Line Method (SLM) Depreciation isprovided based on useful life of the assets as prescribed in Schedule II to the Companies Act 2013

Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and itis probable that an outflow of resources will be required to settle the obligation and a reliable estimate canbe made Provisions are not discounted to their present value and are determined based on the bestestimate required to settle the obligation at the reporting date These estimates are reviewed at eachreporting date and adjusted to reflect the current best estimatesContingent liabilities are disclosed unless the possibility of outflow of resources is remoteContingent assets are neither recognized nor disclosed in the financial statements

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value Animpairment loss is charged to the Profit and Loss Statement in the year in which an asset is identified asimpaired The impairment loss recognized in prior accounting period is reversed if there has been a changein the estimate of recoverable amount

G) ForeignCurrencyTransaction

H) CashFlowStatements

J) Depreciation

K) ProvisionsandContingent liabilities

L) Impairment ofAssets

I) TaxesonIncome

59 HIRA AUTOMOBILES LIMITED

M) EarningsPer Share

N) Segment Reporting

has been made in accordance with the requirement of Accounting Standard (AS) -20 on Earnings PerShare issued by the Institute of Chartered Accountants of India Diluted Earning per share is the same asBasic Earning per share because there is no potential equity shares which would have dilutive effect onearning per shares to equity shareholders

The Company is Authorized Dealer of Maruti Suzuki India Limited (MSIL) and hence is engaged in thebusiness of sale amp service of MSIL vehicles As the basic nature of sale of variants of vehicles is governedby the same set of risk amp returns these have been grouped as single segment as per AccountingStandard(AS-17) on segment reporting issued by the Institute of Chartered Accountants of India

2 Detail in respect of Opening Stock Sales and Closing Stock as follows

3 (a) During the year the company has recognized the following amounts as Defined Contribution Pan in theProfit and Loss Account

i) Employers Contribution to Provident Fund - Rs 5871 Lacsii) Employers Contribution to Employee State Insurance - Rs 1579 Lacs

The calculation of Earnings Per Share (EPS) as disclosed in the Balance Sheet Abstract

(b) During the year the Company has made provision for Gratuity in books asdesigned benefit plan

4 Subsequent to Accounting Standards -22 Accounting for Taxes on Income Issued by the Institute ofCharteredAccountants of India Deferred Tax Expenses of Rs 120557700 for the periods is recognized inthe profit and LossAmount

Calculation of Deferred TaxLiability is as followsWritten down value of Fixed Assets as on 31032016 (As per Company Act) 168178793Written down value of Fixed Assets as on 31032016 (As per Income Tax Act) 114371729bull Timing Difference 53807064bull Tax 3090 16626383bull Deferred Tax Liability as on 31032016 16626383bull Deferred Tax Liability as on 31042015 15420806bull Deferred Tax Liability to be provided for 1205577

5 Legal amp Professional Fees includes Payments to Auditors comprising as follows-i) Statutory Audit fee Rs 10000000ii) Tax audit and Vat audit Fee Rs 5000000

6 Related Party Disclosure in accordance with Accounting Standard-18

Pacific Finlease Pvt LtdRahul Sidhu Enterprises Pvt LtdRSG Studios Pvt Ltd

(a) Enterprises owned or Significantly Influenced by Directors and their Relatives

60 HIRA AUTOMOBILES LIMITED

Particulars Opening Stock Sales Closing StockQty

825VehiclesSpares ampAccessory

Amount(Rs In Lacs)

37213632756

Qty

5627

Amount(Rs In Lacs)2647068260272

Qty

1131

Amount(Rs In Lacs)

38093031155

b)

Pacific Finlease Pvt Ltd

Rahul Sidhu Enterprises Pvt Ltd

RSGStudios Pvt Ltd

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 1915Interest Recovered during the financial year 207

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 14379Interest Recovered during the financial year 035

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 6229Interest Recovered during the financial year 618

7 Calculation of Earning Per Share is as follows Profit after Tax as per Profit amp Loss Account as on 3132016 5630835

For Basic Earning Per share 2753440For Diluted Earning Per Share 2753440

Basic 219Diluted 219

8 Balance confirmation letters have been obtained from some of the parties on test check basis9 Figures of Previous year have been re-grouped and re classified wherever necessary in order to

conform to the current years presentation

As per our report of even date

No of Equity Share (Face value Rs 10- each)

Detail of transaction for the financial year 2015-16

Earning Per Share

61 HIRA AUTOMOBILES LIMITED

Page 4: HIRAAUTOMOBILESLIMITED - bseindia.com · S. Isher Singh Director Mrs. Neha Sidhu Whole time Director Mrs ... Name Rahulinder Singh Sidhu Age 34 Brief Resume Working as Director in

(d) Details of persons to be contacted for issues relating to e-voting Mr Puneet Mittal Ms Beetal Financial andComputer ServicesPrivate Limited NewDelhi Tel No011-29961281-283e-mailbeetalrtagmailcom and CDSL at Tel No 18002005533 e-mail helpdeskevotingcdslindiacom

(e) Details of Scrutinizer Mr Ravinder Kumar Company Secretary in PracticeThe e-voting module shall be disabled for voting on Thursday September 29 2016 at 500 p m Once thevote on a resolution is cast by the shareholder the shareholder shall not be allowed to change itsubsequently The voting right of shareholders shall be in proportion to their share in the paid up equity sharecapital of the Company as on the cut off(record date) date as on 23 September 2016

(f) The instructions for shareholdersvoting electronically are asunder(i) The voting period begins on 26 September 2016 and ends on 29 September 2016

During this period shareholdersrsquo of the Company holding shares either in physical form or in dematerializedform as on the cut-off date (record date) on Friday 23 September 2016 may cast their vote electronicallyThe e-voting module shall be disabled byCDSL for voting thereafter

(ii) The shareholders should log on to the e-voting website wwwevotingindiacom during the voting period(iii) Click on ldquoShareholdersrdquo tab(iv) NowEnter your User IDa For CDSL 16 digits beneficiary IDb For NSDL 8 Character DP ID followed by 8 Digits Client IDc Members holding shares in Physical Form should enter Folio Number registered with the Company(v) Next enter the Image Verification as displayed and Clickon Login(vi) If you are holding shares in dematerialised form and had logged on to wwwevotingindiacom and voted

on an earlier voting of any company then your existing password is to be used(vii) If you are a first time user follow the steps given below

(viii) After entering these details appropriately click on ldquoSUBMITrdquo tab(ix) Members holding shares in physical form will then directly reach the Company selection screen However

members holding shares in demat form will now reach lsquoPassword Creationrsquo menu wherein they are requiredto mandatorily enter their login password in the new password field Kindly note that this password is to bealso used by the demat holders for voting for resolutions of any other company on which they are eligible tovote provided that company opts for e-voting through CDSL platform It is strongly recommended not toshare your password with any other person and take utmost care to keep your password confidential

(x) For Members holding shares in physical form the details can be used only for e-voting on the resolutionscontained in this Notice

rd

th th

rd

3

Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for bothdematshareholders aswell asphysical shareholders)

Memberswho have not updated their PAN with the CompanyDepositoryParticipantare requested to use the first two letters of their name and the 8 digits of the sequencenumber in the PAN field

bull In case the sequence number is less than 8 digits enter the applicable number of0rsquos before the number after the first two characters of the name in CAPITAL

lettersE g If your name is Ramesh Kumar with sequence number 1 then enter

bull

For Members holding shares in Demat Form and Physical Form

PAN

DividendBank

Detailsor

DOBDate

of Birth

Enter the Dividend Bank Details or Date of Birth ( ddmmyyyy format ) as recorded in your demataccount or in the company records in order to login

bull If both the details are not recorded with the depository or company please enter themember

HIRA AUTOMOBILES LIMITED

(xi) Click on the EVSN for the on which you choose to vote

(xii) On the voting page you will see and against the same the option ldquoYESNOrdquo

for voting Select the option YES or NO as desired The option YES implies that you assent to theResolution and option NOimplies that you dissent to the Resolution

(xiii) Click on the if you wish to view the entire Resolution details

(xiv) After selecting the resolution you have decided to vote on click on rdquo A confirmation box will be

displayed If you wish to confirm your vote click on else to change your vote click on and

accordingly modify your vote(xv) Once you your vote on the resolution you will not be allowed to modify your vote

(xvi) You can also take out print of the votes cast by clicking on ldquoClick here to printrdquo option on the Voting page(xvii) If Demat account holder has forgotten the login password then Enter the User ID and the image verification

code and click on Forgot Password amp enter the details as prompted by the system

middot Non ndash Individual Shareholders (ie other than Individuals HUF NRI etc) and Custodians are required tolog on to and register themselves as Corporate(s)

middot A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to

middot After receiving the login details they have to create compliance user should be created using the adminlogin and password The Compliance user would be able to link the account(s) for which they wish to voteon

middot The list of accounts linked in the login should be mailed to helpdeskevotingcdslindiacom and onapproval of the accounts they would be able to cast their vote

middot A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour ofthe Custodian if any should be uploaded in PDF format in the system for the scrutinizer to verify the same

(xx) In case you have any queries or issues regarding e-voting you may refer the Frequently Asked Questions(ldquoFAQsrdquo) and e-voting manual available at under help section or write an email to

5 Members are requested to register their e-Mail id with the company or its Registrar or their depositoryparticipant to enable the company to send the notices and other reports through email

6 The Scrutinizer shall within a period of two working days from the conclusion of e-voting period unblockthe votes in presence of at least two witnesses not in employment of the Company and make a report of thevotes cast in favour or against if any forthwith to the Chairman of the Company The results shall bedeclared within two working days from the conclusion of the AGM The results declared along with thereport of Scrutinizer shall be placed on the Companyrsquos website and the website of CDSL andcommunicated to the stock exchanges

7 Details of Directors seeking re-appointmentappointment at the forthcoming Annual General Meetingas required under Secretarial Standards-2 on General Meetings and in pursuance of Regulation 36 (3)of SEBI (Listing Obligations amp Disclosure Requirements) Regulations 2015 are given as annexure

ltHIRAAUTOMOBILESLIMITEDgt

ldquo RESOLUTIONDESCRIPTIONrdquo

ldquo RESOLUTIONSFILELINKrdquoldquo SUBMIT

ldquo OKrdquo ldquo CANCELrdquo

ldquo CONFIRMrdquo

(xix)

(xviii) Shareholders can also cast their vote using CSDLrsquos mobile app m-voting available for androidbased mobiles The m-voting app can be downloaded from the Google play store Apple andWindows phone users can download the app from the App Store and the Windows Phone Storerespectively on or after 30 June 2016 Please follow the instructions as prompted by the mobileapp while voting on your mobile

4 HIRA AUTOMOBILES LIMITED

5

ANNEXURE TO ITEM NO 2 OF NOTICE

Name Rahulinder Singh SidhuAge 34

Brief Resume Working as Director in the company for the last fifteen years

Nature of his expertise in specific functionalareas

Vehicle industry

Date of first appointment on the Board 29092001

Qualifications Graduate

Experience fifteen years

As per Companyrsquos policy on appointment of Board members

Last drawn remuneration if applicable As mentioned in the Corporate Governance Report ( forming partof Annual Report 2015 -16)

Shareholding in the company held eitherhimself or on a beneficial basis for any otherpersons

270000 equity shares of Rs10- each

Relationship with other Directors Managerand other Key Managerial Personnel of thecompany

Related with Smt Neha Sidhu Whole Time Director of theCompany as Husband

The number of Meetings of the Boardattended during the Year

Fifteen ( for details please refer to the Corporate GovernanceReport forming part of Annual Report 2015 -16)

Names of companies in which the personalso holds the directorship and themembershipChairman of Committees ofthe Board

1 Rahul Sidhu Enterprises Private Limited2 Rahul Sidhu Media Private Limited3 Pacific Finlease Private Limited4 RSG Studios Private Limited

Chairmanshipmember of the Committeesof Board of Directors of other Indian PublicCompanies

NIL

Terms and conditions of appointment orre-appointment along with details ofremuneration sought to be paid

HIRA AUTOMOBILES LIMITED

6

PROXY FORM[Pursuant to section 105(6) of the Companies Act 2013 and rule 19(3) of the Companies (Management and Administration) Rules 2014]

Name of the Company Hira Automobiles Limited

CIN L50101CH1989PLC009500

Registered Office- 0598 Sector 18B Chandigarh 160018

Email hiraaccountsgmailcom

website wwwhiraautomobilescom

Tel No 0175-2209100101102

Name of the member (s)

Registered address

E-mail Id

Folio No Client Id

DP ID

IWe being the member (s) of helliphelliphelliphellip shares of the above named company hereby appoint

1 Name

Address

E-mail Id

Signaturehelliphelliphelliphelliphellip or failing him

2 Name helliphelliphelliphelliphelliphelliphelliphellip

Address

E-mail Id

Signature helliphelliphelliphelliphellip or failing him

3 Name helliphelliphelliphelliphelliphelliphelliphellip

Address

E-mail Id

Sig nature helliphelliphelliphelliphellip

as myour proxy to attend and vote (on a poll) for meus and on myour behalf at the 27th Annual General Meeting of the company to be

held on Friday the 30th day of September 2016 at 0500 pm at Registered Office of the Company 0598 Sector 18B Chandigarh

160018 and at any adjournment thereof in respect of such resolutions as are indicated below

Resolution No Resolution Vote

For Against

Ordinary Business

1 Approval of Annual Accounts for the year ended 31032016

2 To appoint a Director in place of Shri Rahulinder Singh Sidhu who retires byrotation

3 Ratification of Appointment of Auditors

Signed thishelliphellip day ofhelliphelliphellip 2016

Signature of shareholder -----------------------Signature of Proxy holder(s) ------------------

Note This form of proxy in order to be effective should be duly completed and deposited at the Registered Office ofthe Company not less than 48 hours before the commencement of the Meeting

Affix

Revenue Stamp

HIRA AUTOMOBILES LIMITED

8

[Pursuant to section 109(5) of the Companies Act 2013 and rule 21(1) (c) of theCompanies (Management and Administration) Rules 2014]

HIRA AUTOMOBILES LIMITED

CIN ndash L50101CH1989PLC009500

Registered Office- 0598 Sector 18B Chandigarh 160018

Email- hiraaccountsgmailcom website- wwwhiraautomobilescom

Tel No 0175-2209100101102

SNO Particulars Details

1 Name of the First Named Shareholder (In block letters)

2 Postal address

3 Registered folio No Client ID No(Applicable to investorsholding shares in dematerialized form)

4 Class of Share

I hereby exercise my vote in respect of Ordinary Special resolution enumerated below by recording my assent or dissent to thesaid resolution in the following manner

No Item No No of sharesheld by me

I assent to theresolution

I dissent from theresolution

Ordinary Business

1 Approval of Annual Accounts for the year ended31032016

2 To appoint a Director in place of Shri Rahulinder SinghSidhu who retires by rotation

3 Ratification of Appointment of Auditors

PlaceDate

(Signature of the Shareholder)

ATTENDANCESLIPName of the Company Hira Automobiles Limited

CIN L50101CH1989PLC009500

Registered Office- 0598 Sector 18B Chandigarh 160018

Email hiraaccountsgmailcom

website wwwhiraautomobilescom

Tel No 0175-2209100101102

(Please complete this attendance slip and hand it over at the entrance of the Hall)

I hereby record my presence at 27th Annual General Meeting of the Company held on Friday the 30th day of September 2016 at

0500 pm at Registered Office of the Company at 0598 Sector 18B Chandigarh 160018

Folio NoDP ID-Client ID

Full Name of the Shareholder in Block Letters

No of Shares Held

Name of Proxy (if any) in Block Letters

Signature of theShareholderProxyRepresentative

Strike out whichever is not applicable

27th ANNUAL GENERAL MEETINGTOBEHELDONFRIDAY THE30th DAYOFSEPTEMBER 2016 AT0500 PMATREGISTEREDOFFFICEOF THECOMPANY0598 SECTOR18B CHANDIGARH 160018

HIRA AUTOMOBILES LIMITED

10 HIRA AUTOMOBILES LIMITED

FINANCIAL HIGHLIGHTS

EXTRACTOFANNUALRETURN

MEETINGSOFTHEBOARDOFDIRECTORS

DIRECTORS RESPONSIBILITYSTATEMENT

The Extract of Annual Return as required under section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 in Form MGT-9 is annexed herewith for your kindperusal and information

During the Financial Year 2015-16 the Company held fifteen Board meetings of the Board of Directors as perSection 173 of Companies Act 2013 which is summarized below The provisions of Companies Act 2013 andlisting agreement were adhered to while considering the time gap between two meetings

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors of the Company confirms that-(a) In the preparation of the annual accounts the applicable accounting standards have been followed along

with proper explanation relating to material departures(b) The directors had 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 thecompanyat the end of the financial year and of the profit and loss of the company for that period

(c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the company and for preventingand detecting fraud and other irregularities

(d) The directors have prepared the annual accounts on a going concern basis and(e) The directors have laid down internal financial controls to be followed by the company and that such internal

financial controls are adequate and were operating effectively(f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws

and that such systems were adequate and operating effectively

11

30042015 30052015 31052015 21072015 31072015 15092015

30092015 31102015 02112015 30112015 02012016 02022016

15022016 22022016 10032016

HIRA AUTOMOBILES LIMITED

AUDITORSANDREPORTTHEREON

LOANS GUARANTEESANDINVESTMENTS

RELATEDPARTYTRANSACTIONS

CONSERVATIONOFENERGY TECHNOLOGYABSORPTIONANDFOREIGNEXCHANGEOUTGO

RISKMANAGEMENT

DIRECTORSANDKMP

DEPOSITS

Ms Pankaj Chugh amp Associates Chartered Accountants Patiala was appointed as Statutory Auditors for a

period of three years in the Annual General Meeting held on 30 September 2014 Their continuance of

appointment and payment of remuneration are to be confirmed and approved in the ensuing Annual General

Meeting There are no qualifications or adverse remarks in the Auditors Report which require any clarification

explanation The Notes on financial statements are self-explanatory and needs no further explanation Further

the Auditors Report for the financial year ended 31st March 2016 is annexed herewith for your kind perusal and

information

There were no loans guarantees or investments made by the Company under Section 186 of the Companies

Act 2013 for third party during the year under review and hence the said provision is not applicable

The Company has entered into various Related Parties Transactions as defined under Section 188 of the

Companies Act 2013 with related parties as defined under Section 2 (76) of the said Act Further all the

necessary details of transaction entered with the related parties are attached herewith in Form NoAOC-2 for

your kind perusal and information

The Information pursuant to Section 134(3) (m) pertaining to Conservation of Energy Technology Absorption

and Foreign Exchange Outgo is provided in annexure herewith

The Company has insurance policy for all the assets of the Company and all the insurance policies are renewed

well in advance

During the current financial year the following changes have occurred in the constitution of Board of Directors

and KMP of the company

The company has not accepted or renewed any deposits during the year and there are no unclaimed or unpaid

deposits at the end of the financial year

th

12

SNo Name Designation AppointmentResign Date of cessation1 Ramesh Kumar Director Resigned 31122015

HIRA AUTOMOBILES LIMITED

CORPORATESOCIALRESPONSIBILITY

RATIOOFREMUNERATIONTOEACHDIRECTOR

ANNUALEVALUATION

CORPORATEGOVERNANCE

INDEPENDENTDIRECTORSANDDECLARATION

The company does not meet the criteria of Section 135 of Companies Act 2013 read with the Companies(Corporate Social Responsibility Policy) Rules 2014 so there is no requirement to constitute Corporate SocialResponsibility Committee

The information required pursuant to Section 134(3) and Section 197(12) read with Rule 5 (1) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employees of the Companyand Directors is attached herewith Further information required under Rule 5 (2) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is nil as no employee of the Company isin receipt of remuneration as stated therein

Pursuant to the provisions of the Companies Act 2013 the Board has carried out an annual performanceevaluation of its own performance the directors individually as well as the evaluation of the working of its AuditNomination amp Remuneration Committee A separate exercise was carried out to evaluate the performance ofindividual Directors including the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgment safeguarding the interest of the Company and itsminority shareholders etc The performance evaluation of the Independent Directors was carried out by theentire Board The performance evaluation of the Chairman and the Non Independent Directors was carried outby the Independent Directors who also reviewed the performance of the Secretarial Department

Report on Corporate Governance along with the Certificate of Ms Pankaj Chugh amp Associates CharteredAccountants Patiala Statutory Auditors of the Company confirming compliance of conditions of CorporateGovernance asstipulated in the Listing Agreement with the Stock Exchanges forms part of the Board ReportThe information under Schedule V Part II Section II point IV is asunder

Shri Isher Singh Smt Rajbir Kaur and SmtRupinder Kaur were appointed as independent directors byshareholders on 30 September 2014 as per Section 149(10) of the Companies Act 2013 for a term of 5consecutive years on the Board of the Company The Board of Directors of the Company hereby confirms that allthe Independent directors duly appointed by the Company have given the declaration and they meet the criteriaof independence as provided under section 149(6) of the Companies Act 2013

a) Theremunerationpackageof thedirectorsareasfollows

13

Salary Rs 96000000 Rs 84000000

Bonus 000 000

Stock Options 000 000

Pension 000 000

HIRA AUTOMOBILES LIMITED

NOMINATIONANDREMUNERATIONCOMMITTEE

REMUNERATIONPOLICY

As per the section 178(1) of the Companies Act 2013 the Companys Nomination and Remuneration Committeecomprises of three Non-executive Directors The table sets out the composition of the Committee as on31032016

The date of meetings of committee and attendance of members is given in report on corporate governanceattached with the report

The Terms of Reference of the Nomination and Remuneration Committee are as under1 To identify persons who are qualified to become Directors and who may be appointed in senior management

in accordance with the criteria laid down recommend to the Board their appointment and removal and shallcarry out evaluation of every Directors performance

2 To formulate the criteria for determining qualifications positive attributes and independence of a Directorand recommend to the Board a policy relating to the remuneration for the Directors Key ManagerialPersonnel and other employees

3 The Nomination and Remuneration Committee shall while formulating the policy ensure thata The level and composition of remuneration is reasonable and sufficient to attract retain and motivate

Directors of the quality required to run the Company successfullyb Relationship of remuneration to performance is clear and meets appropriate performance benchmarks

andc Remuneration to Directors Key Managerial Personnel and senior management involves a balance

between fixed and incentive pay reflecting short and long-term performance objectives appropriate to theworking of the company and its goals

4 Regularly review the Human Resource function of the Company5 Discharge such other function(s) or exercise such power(s) as may be delegated to the Committee by the

Board from time to time6 Make reports to the Board as appropriate7 Review and reassess the adequacy of this charter periodically and recommend any proposed changes to

the Board for approval from time to time8 Any other work and policy related and incidental to the objectives of the committee as per provisions of the

Act and rulesmade there under

The remuneration paid to Executive Directors is recommended by the Nomination and RemunerationCommittee and approved by Board in Board meeting subject to the subsequent approval of the shareholders atthe General Meeting and such other authorities as may be required The remuneration is decided afterconsidering various factors such as qualification experience performance responsibilities shouldered industrystandards aswell as financial position of the Company

The Non Executive Directors have not been paid any Sitting Fees during the year

Termsof Reference

`

RemunerationtoExecutiveDirectors

RemunerationtoNonExecutiveDirectors

14

Isher Singh Chairman Independent Non ExecutiveRupinder Kaur Member Independent Non ExecutiveRajbir Kaur Member Independent Non Executive

HIRA AUTOMOBILES LIMITED

AUDITCOMMITTEE

SECRETARIALAUDITREPORT

VIGILMECHANISM

SHARESa BuyBackofSecurities

b Sweat Equity

c BonusShares

d EmployeesStockOptionPlan

ORDEROFCOURT

DETAILSOFADEQUACYOFINTERNALFINANCIALCONTROLS

SHARESINSUSPENSEACCOUNT

According to Section 177 of the Companies Act 2013 the companys Audit Committee comprised of threedirectors The board has accepted the recommendations of the Audit Committee The table sets out thecomposition of the Committee as on 31032016

The date of meetings of committee and attendance of members is given in report on corporate governanceattached with the report

There are certain observations in the Secretarial Audit Report which require corrective actions and the Board hasgiven necessary instructions in this regard Further the Secretarial Audit Report as provided by Mr RavinderKumar Company Secretary in Practice for the financial year ended 31st March 2016 is annexed herewith foryour kind perusal and information

As per Section 177(9) and (10) of the Companies Act 2013 and as per the Clause 49 of the Listing Agreementthe company has established Vigil Mechanism for directors and employees to report genuine concerns andmade provisions for direct access to the chairperson of the Audit Committee Company has formulated thepresent policy for establishing the vigil mechanism Whistle Blower Policy to safeguard the interest of itsstakeholders Directors and employees to freely communicate and address to the Company their genuineconcerns in relation to any illegal or unethical practice being carried out in the Company

The Company has not bought back any of itssecurities during the year under review

The Company has not issued any Sweat Equity Sharesduring the year under review

No Bonus Shares were issued during the year under review

The Company has not provided any Stock Option Scheme to the employees

There is no significant and material order passed by the regulators or courts or Tribunals impacting the goingconcern status and companys operation in future

Internal Financial Controls are adequate and are in consonance with the size and operations of the Company

i Aggregate number of shareholders and the outstanding shares in the suspense account lying at the

15

Isher Singh Chairman Independent Non ExecutiveRupinder Kaur Member Independent Non ExecutiveRajbir Kaur Member Independent Non Executive

HIRA AUTOMOBILES LIMITED

ii Number of shareholders who approached issuer for transfer of shares fromsuspense account during theyear=nil

iii Number of shareholders to whomshareswere transferred fromsuspense account during the year=niliv Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end

of the year=nil

i Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account atthe beginning of the year=nil

ii Number of shareholders who approached the issuer for transfer of shares from the Unclaimed SuspenseAccount during the year=nil

iii Number of shareholders to whom shares were transferred from the Unclaimed Suspense Account during theyear=nil

iv Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account atthe end of the year=nil

The material variations between the projectionsand the actual utilization are not applicable

The Code of Conduct of Hira Automobiles Limited is attached herewith

Management Discussion and Analysis Report is attached herewith

The Company has in place `Prevention of Sexual Harassment Policy` This Anti-Sexual Harassment policyof the Company is in line with the requirements of The Sexual Harassment of Women at the Workplace(Prevention Prohibition amp Redressal) Act 2013 All employees (permanent contractual temporary andtrainees) are covered under this policy An Internal Complaints Committee (ICC) is in place to redresscomplaints received regarding sexual harassment The following is a summary of sexual harassmentcomplaints received and disposed off during the year - No of complaints received Nil -No of complaintsdisposed off NA

Your Directors wish to express their grateful appreciation to the continued co-operation received from theBanks Government Authorities Customers Vendors and Shareholders during the year under review YourDirectors also wish to place on record their deep sense of appreciation for the committed service of theExecutives staff and Workers of the Company

SHARESINUNCLAIMEDSUSPENSEACCOUNT

MATERIALVARIATIONS

CODEOFCONDUCT

MANAGEMENTDISCUSSIONANDANALYSISREPORT

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION PROHIBITION ampREDRESSAL) ACT 2013

ACKNOWLEDGEMENT

16 HIRA AUTOMOBILES LIMITED

17

FORM NO MGT-9

i CIN L50101CH1989PLC009500

ii Registration Date 06071989

iii Name of the Company Hira Automobiles Limited

iv CategorySub-Category of the Company Indian Non Government Company

v Address of the Registered office and contact details 0598 Sector 18-B Chandigarh 160018Tele - 0175-2209100101102

vi Whether listed company Yes

vii Name Address and Contact details of Registrarand Transfer Agent If any

Ms Beetal Financial amp Computer ServicesPrivate LimitedBeetal House 3rd Floor99 Madangir BehindLocal Shopping Center Near Data HarsukhdasMandir New Delhi-110062 Ph 011-2996128182FAX011-29961284

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 or more of the total turnover of the company shall be stated-

1 Selling of Cars spare parts accessories etc 100NA

III PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

1 NIL NIL NIL NIL NIL

[Pursuant to section 92(3) of theCompanies Act 2013 and rule12(1) of the Companies (Mangementand Administration) Rules 2014]

I REGISTRATION AND OTHERS DETAILS

HIRA AUTOMOBILES LIMITED

18

Demat Physical Total of TotalShares

Demat Physical Total ofTotal

Shares

1) IndianIndividualHUF

2635700 2635700 9572 2635700 2635700 9572

CentralGovtState

Govt(s)Bodies CorpBanks FIAny Other

2635700 2635700 9572 2635700 2635700 9572

NRIs-IndividualsOther-

IndividualsBodies CorpBanks FIAnyOtherhellip

PublicShareholding

MutualFundsBanks FI

i Category-Wise Share Holding

Sub-Total)A)(2)

Central Govt

iv Shareholding Pattern (Equity Share Capital Breakup as percentage of Total Equity)

a) State Govt(s)b)Venture Capital

Funds

c) InsuranceCompanies

HIRA AUTOMOBILES LIMITED

19

d)FIIse)Foreign Venture

Capital Fundsf) Others (specify)

Sub-total(B)(1)

2 Non Institutionsa) Bodies Corp

(i) Indian

(ii) Overseas

500 500 002 500 500 002

(ii) Individual

(i) Individualshareholders

holding nominalshare capital uptoRs 2 lakh

116740 116740 424 116740 116740 424

shareholdersholding nominalshare capital inexcess of Rs 1lakh

c) Others(Specify)-NRI

500 500 002 500 002

Sub-total(B)(2) 117740 117740 428 117740 428TotalPublicShareholding(B)=(B)(1)+(B)(2)

117740 117740 428 117740 428

CShares heldby

CustodianforGDRsampADRsGrandTotal

(A+B+C) 2753440 2753440 100

500

117740

117740

2753440 2753440 100

b) Individuals

HIRA AUTOMOBILES LIMITED

20

Sr

No

Shareholderrsquos

Name

Shareholding at the beginning of the

year

Shareholding at the end of the year

No ofShares

of totalShares ofthecompany

of SharesPledged encumberedto totalshares

No ofShares

1 Rajinder KaurBhattal

826000 3000 000 826000

2 Kuldeep SinghBhattal

272100 988 000 272100

3 RahulinderSingh Sidhu

270000 981 000 270000

4 Simran Bajwa 265000 962 000 2650005 D S Sangha 51600 187 000 516006 Preet Sangha 25400 092 000 254007 Vikram Bajwa 24700 090 000 247008 Manjeet Kaur

Sangha862900 3134 000 862900

9 AmandeepSingh Sangha

21600 078 000 21600

10 Karamjit Singh 15400 056 000 1540011 Neha Sidhu 1000 004 000 1000

of totalShares ofthecompany

of SharesPledged encumberedto totalshares

change inshareholdingduring theyear

3000 000 000

988 000 000

981 000 000

962 000 000187 000 000092 000 000090 000 0003134 000 000

078 000 000

056 000 000004 000 000

No of shares No of shares of total sharesof the company

At the beginning of the year NIL NIL NIL NIL

At the End of the year

ii Shareholding of Promoters

iii Change in Promoters Shareholding (please specify if there is no change)

of total sharesof the company

NIL NIL NIL NIL

NIL NIL NIL NIL

Date wise Increase Decreasein Promoters Share holdingduring the year specifying thereasons for increasedecrease (eg allotmenttransfer bonus sweat equityetc)

HIRA AUTOMOBILES LIMITED

21

Indebtedness at thebeginning of the financialyeari) Principal Amountii) Interest due but not paidiii) Interest accrued but not

142138000 8157035200 8299173200

Total(i+ii+iii) 142138000 8157035200 8299173200Change in Indebtednessduring the financial year- Addition- Reduction (142138000)

2761646100(142138000)

Net Change (142138000) 2761646100 2619508100

Indebtedness at theend of the financial yeari) Principal Amountii) Interest due but not paidiii) Interest accrued but notdue

- 10918681300 10918681300

Total (i+ii+iii) - 10918681300 10918681300

iii INDEBTEDNESSIndebtedness of the Company including interest outstandingaccrued but not due for payment

2761646100

HIRA AUTOMOBILES LIMITED

22

Stock Option 000 000 000

Sweat Equity 000 000 000

Commission- as of profit- others specify

000 000 000

Others please specify 000 000 000

Total(A) 84000000 96000000 180000000

Ceiling as per the Act

REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A Remuneration to Managing Director Whole-Time Directors andor Manager

NEHA SIDHU RAHULINDERSINGH SIDHU

(b)Value of perquisites us17(2) Income-tax Act1961

( )17 3 Income- taxAct1961 000 000

Gross salary(a)Salary as per provisions contained

1961

84000000 96000000 180000000

(c)Profits inlieu of salary under section

000

000

000 000

in section17(1) of the Income-tax Act

HIRA AUTOMOBILES LIMITED

23

Independent DirectorsmiddotFee for attending board committee meetings

middotCommission

middotOthers please specify

NIL NIL NIL NIL NIL

Total(1) NIL NIL NIL NIL NILOther Non-Executive Directors

middotFee for attending board committee meetingsmiddotCommissionmiddotOthers please specify

NIL NIL NIL NIL NIL

Total(2) NIL NIL NIL NIL NIL

Total(B)=(1+2) NIL NIL NIL NIL NIL

Total Managerial Remuneration NIL NIL NIL NIL NIL

Over all Ceiling as per the Act NIL NIL NIL NIL NIL

CEO Company CFO TotalSecretary

Gross salary(a)Salary as per provisionscontained in section17(1)of

the Income tax Act 1961

000 000 285487 285487

000 000 000 000

Sweat Equity 000 000 000 000

- (b)Value of perquisites us

17(2)Income-taxAct1961

000

000

000

000

000

000

000

000

Commission- as of profit-others specifyhellip

000 000 000 000

Others please specify 000 000 000 000

Total 000 000 285487 285487

C Remuneration to Key Managerial Personal Other Than MDManagerWTD

(C)Profits inlieu of salary undersection 17(3) Income-taxAct 1961

Sweat EquityStock Option

IV PENALTIESPUNISHMENTCOMPOUNDINGOFOFFENCES--------------------------------------------NIL---------------------------------------

HIRA AUTOMOBILES LIMITED

B Remuneration to other directors

24

Parti culars Details

A Name(s) of the related party and nature of relationship Rahul Sidhu Enterprises Pvt Ltd

B Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not SpecifiedD Salient terms of the contracts or arrangements or transactions

including the value if anyAt bank rate of Interest

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the Board 30042015G Amount paid as advances if any 226620-

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

2 Details of contracts or arrangements or transactions not at arms length basis

Par t i cul ars Details

A Name(s) of the related party and nature of relationship RSG Studios Pvt Ltd

B Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not Specified

D Salient terms of the contracts or arrangements or transactionsincluding the value if any

At bank rate of Interest

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the Board 30042015

G Amount paid as advances if any 971927-

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

HIRA AUTOMOBILES LIMITED

NA

NA

CONSERVATIONOFENERGY TECHNOLOGYABSORPTIONANDFOREIGNEXCHANGEOUTGO

(A) Conservationof energy

(B) Technologyabsorption

(C) ForeignexchangeearningsandOutgo

Steps taken impact on conservation of energy with special reference to the following(i) Steps taken by the company for utilizing alternate sources of energy including waste generated - NIL(ii) Capital investment on energy conservation equipment - NIL

1 Efforts in brief made towards technology absorption - NIL2 Benefits derived as a result of the above efforts eg product improvement cost reduction product

development import substitution etc - NIL3 In case of imported technology (imported during the last 3 years reckoned from the beginning of the

financial year) following information may be furnished(a) Details of technology imported - NIL(b) Year of import - NIL(c) Whether the technologybeen fully absorbed- NIL(d) If not fully absorbed areaswhere absorption hasnot taken place and the reasons therefore- NIL

4 Expenditure incurred on Research and Development

25

Earnings NIL

Outgo NIL

including the value if any

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the BoardG Amount paid as advances if any Nil

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

A Name(s) of the related party and nature of relationship Pacific Finlease Pvt LtdB Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not Specified

D Salient terms of the contracts or arrangements or transactions At bank rate of Interest

NA

HIRA AUTOMOBILES LIMITED

26

RATIOOF REMUNERATION

(i) the ratio of the remuneration of each director to the median remun--eration of the employees of the company for the financial year

4701

(ii) the percentage increase in remuneration of each director Chief FinancialOfficer Chief Executive Officer Company Secretary or Manager if anyin the financial year

Nil

(iii) the percentage increase in the median remuneration of employees inthe financial year

Nil

(iv) the number of permanent employees on the rolls of company 866(v) the explanation on the relationship between average increase inremuneration and company performance

NA

(vi) comparison of the remuneration of the Key Managerial Personnelagainst the performance of the company

As per individual performance

Nil

(viii) average percentile increase already made in the salaries of employeesother than the managerial personnel in the last financial year and itscomparison with the percentile increase in the managerial remunerationand justification thereof and point out if there are any exceptionalcircumstances for increase in the managerial remuneration

Nil

(ix) comparison of the each remuneration of the Key Managerial Personnelagainst the performance of the company

As per individual performance

(x) the key parameters for any variable component of remuneraavailed by the directors

tion Nil

(xi) the ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess ofthe highest paid director during the year

Nil

(xii) Affirmation that the remuneration is as per the remuneration policyof the company

Yes

Vii) Variations in the capitalisation of the company price earningsratio as at the closing date of the current financial year and previousfinancial year and percentage increase over in the marketquotations of the shares of the company in comparison to the rate atwhich the company came out with last public offer incase of listecompanies and in case of unlisted companies the variations in the networth of the company as at the close of the current financial year andprevious financial year

HIRA AUTOMOBILES LIMITED

27 HIRA AUTOMOBILES LIMITED

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee StockPurchase Scheme) Guidelines 1999

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)

Regulations 1993 regarding the Companies Act and dealing with client(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009 and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998

(vi) Factories Act 1948 The Punjab Shops and Commercial Establishments Act 1958 The Payment of WagesAct 1936 The Minimum Wages Act 1948 Employees State Insurance Act 1948 The EmployeesProvident Fund amp Miscellaneous Provisions Act 1952 Payment of Bonus Act 1965 The Payment ofGratuity Act 1972 The Industrial Employment (Standing Orders) Act 1946 The Employment Exchange(Compulsory Notification of Vacancies) Act 1956 The Environment (Protection) Act 1986 The HazardousWastes (Management Handling amp Trans boundary Movement) Rules 2008 The Water (Prevention ampControl of Pollution) Act 1974 The Air (Prevention amp Control of Pollution) Act 1981 and The Punjab LabourWelfare Fund Act 1965

I have also examined compliance with the applicable clauses of the following

(i) Secretarial Standards issued by The Institute of Company Secretaries of India(ii) The Listing Agreement entered into by the Companywith BSE Limited

During the period under review the Company has complied with the provisions of the Act RulesRegulations Guidelines Standards etc mentioned above except to the extent as mentioned below

1 That Company has not complied with Regulation 38 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 relating to maintaining of minimum publicshareholding by a listed Company

2 That Company Secretary of the Company has resigned and new Company Secretary is to be appointed asrequired under Section 203 of The Companies Act 2013

3 That Company has not deducted and deposited labour welfare fund as required under The Punjab LabourWelfare Fund Act 1965

4 That Statutory bonus as required under Payment of Bonus Act 1965 has not been paid by the Companyduring the year

5 That there are related party transactions which are not in ordinary course of business and which are not atarms length basis

6 That there is carry forward of loans given to parties which are covered under section 185 of the CompaniesAct 2013

7 That the Company has 14 locations and some locations need to get registration under The Punjab Shopsand Commercial Establishments Act 1958 and some locations require factory license under Factories Act1948 whereas some locations require consent authorization for operation of a facility under pollution lawsand The Hazardous Wastes (Management Handling amp Trans boundary Movement) Rules 2008

8 That the periodical returns required to be filed under The Employment Exchange (Compulsory Notificationof Vacancies) Act 1956 has not been filed and are pending

I further report thatThe Board of Directors of the Company is duly constituted with proper balance of Executive Directors NonExecutive Directors and Independent Directors The changes in the composition of the Board of Directors thattook place during the period under review were carried out in compliance with the provisions of the Act

-

28 HIRA AUTOMOBILES LIMITED

Adequate notice is given to all directors to schedule the Board Meetings agenda and detailed notes on agendawere sent at least seven days in advance and a system exists for seeking and obtaining further information andclarifications on the agenda items before the meeting and for meaningful participation at the meeting

Majority decision is carried through while the dissenting members views are captured and recorded as part ofthe minutes

I further report that there are adequate systems and processes in the company commensurate with the size andoperations of the company to monitor and ensure compliance with applicable laws rules regulations andguidelines

This report is to be read with our letter of even date which is annexed as and forms an integralpart of this report

29 HIRA AUTOMOBILES LIMITED

30 HIRA AUTOMOBILES LIMITED

HIRA AUTOMOBILES LIMITEDCODEOF CONDUCT

PERSONTOWHOMTHECODEISAPPLICABLE

( ) GENERALSTANDARDOFCONDUCT

( ) APPLICABLELAWS

( ) CONFLICTOFINTEREST

( ) PROTECTINGCONFIDENTIALINFORMATION

This code is applicable to the following persons (hereinafter referred to as Officers of the company)-All the Board Members-The entire Core group Members of the Companyand heads of the department

1 Officers are expected to exercise good judgment to ensure the safety and welfare of employees consumerscustomers suppliers shareholders lenders and other stakeholders and to maintain a co-operativeefficient positive harmonious and productive work environment practice integrity in inter-personalrelationships work on the principal of mutual trust transparencyand teamwork

2 Officers are expected to acquire and maintain professional competence3 Officers are expected to observe discipline and conduct themselves both on and off-duty in a manner to

uphold the high image of the company4 Officers are expected to assist the company in identifying controlling mitigating and managing business

risks within the companys risk management policy framework5 Officers are expected to assist the company in providing to its employees a work environment free of

harassment and free of discrimination based on race religion creed color physical or mental disability agesex etc

6 Officers should not engage in selling or distribution or be in possession of or use narcoticspsychotropicdrugs or be under influence of alcohol while on duty

7 As Officers represent the Company before the public and various authorities they are expected to dressneatly and appropriately in a manner consistent with the nature of their work and the image of the company

8 Officers should not claim from the company unauthorized personal expenses9 Customersupplierinvestor Relationships- Officers who need to deal with customers suppliers and investors

should understand that they are dealing and therefore should uphold the image and goodwill generated andbuilt-up by the Companyover the year

Officers must acquire adequate Knowledge of all the applicable laws rules regulations order and notificationsunder regulatory framework as applicable to their functions and duties and should follow and comply with thesame and avoid violation breach or infringement thereof

Officers of the Company will avoid conflict of interest Conflict of interest is said to exit when personal interest mayhave a potential conflict with the interest of the company at large Where any transaction involves conflict ofinterest prior approval of the Managing Directors Executive Director and in case of a Director of the Boardshould be obtained

The Companys confidential information is a vita and asset It may relate to product product formula processproduct plans and road maps cost and financial information information as to customers suppliers dealers andemployees business arrangements and agreements as well as to patents trademarks copyrights and tradesecrets For the purpose of this Code confidential information would also include the information obtained by theCompany from a third party under a Non Disclosure Agreement Such confidential information should beprotected and safeguarded against unauthorized personal use and should not be disclosed to any one expect (i)with prior authorization (ii) in the ordinary course of carrying on the business of the Company In the course ofconducting the Companys Business Officers may come in possession of confidential information about itsemployees customers suppliers etc Officers should handle the same with utmost responsibility and prevent itsmisuse

I

II

III

IV

31 HIRA AUTOMOBILES LIMITED

( ) PREVENTIONOFINSIDERTRADING

( ) COMPANYSASSETS

( ) NONCOMPLIANCE

( ) ANYAMENDMENTSORMODIFICATIONTOTHECODEOFCONDUCT

( )ACKNOWLEDGEMENTOFRECEIPTOFCODEOFCONDUCTANDETHICS

1 COMPANY PHILOSOPHY ONCODEOF GOVERNANCE

2 BOARDOF DIRECTORS

V

VI

VII

VIII

IX

Officers are privy to price sensitive inside information and should not use it to make personal gains TheCompany has framed Code of Conduct for prevention of insider trading in the Securities of the CompanyOfficers should follow the same in letter and spirit

Protecting and safeguarding the Companys assets and properties and preventing their unauthorized usepersonal use is one of the key and prime responsibility of Officers Officers are personally responsible of theCompanys funds under their control Officers should use electronic communication facilities like e-mail Internetetc in a legal ethical and appropriate manner and not expose the Company to liability resulting from the illegalunauthorized or unethical use thereof

In case of non-compliance of any of the provisions of this Code of conduct the same shall be reported to theChairman of the Board of Directors of the Company

This Code of Conduct is subject to modification The Board of Directors has the requisite power and the authorityto update and amend the Code of Conduct from time to time

I have received and read the Companys Code of Conduct and Ethics and have understood the standards andpolicies contained therein I agree to comply with the Companys Code of Conduct and Ethics I hereby affirm tothe Company compliance with the Code Conduct and Ethics on an annual basis and also undertake to renewsuch affirmation in the first weekof April every year

Pursuant to Regulation 34 read with Schedule V to the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 a Report on Corporate Governance is givenbelow

The report on Corporate Governance is requirement under Listing Agreement entered into with stockExchange and forms part of the report of the Board of Directors to the shareholders of the Company Thisreport gives an insight into the organizational structure of the Company The vision of the company is to be afinancially sound profitable growth oriented company committed to building and maximizing sustainablevalue for all the shareholders In its endeavor to attain the goal visualized the company is laying maximumemphasis on the effective system of Corporate Governance

(a) CompositionThe present strength of Board of Directors of the Company is five comprising of two Promoter Directors and threeIndependent Directors having diversified professional experience Out of total strength of five Directors two areexecutive and three are Non-Executive The composition of Board of Directors as on 31 March 2016 is asunder

REPORT OF THEBOARDOFDIRECTORS ONCORPORATEGOVERNANCE

st

32 HIRA AUTOMOBILES LIMITED

SN Name DIN Designation Nature of Directorship

1 Rahul Inder SinghSidhu

00447452Chairman and ManagingDirector

Promoter Executive

2 Neha Sidhu 00460875 Whole-time director Promoter Executive

3 Isher Singh 02990779 Director Independent Non Executive4 Rajbir Kaur 06397998 Director Independent Non Executive

5 Rupinder Kaur 06403845 Director Independent Non Executive

6 Ramesh Kumar 00126036 Director Independent Non Executive

Sh Ramesh Kumar has resigned on 31122015 from the office of Director(b) Attendance of each Director at the Board Meetings held during the year 2015-16 and last Annual General

Meeting and number of other Boards or Board Committees in which heshe is a member is as under-

The detail of number of shares and convertible instruments held by non ndash executive directors is given asbelow

Shri Rahulinder Singh Sidhu Managing Director of the Company and Smt Neha Sidhu Whole Time Director on theBoard of Directors are related to each other as husband and wife

(c) During the year fifteen meetings of the Board ofDirectors were held on the following dates-

The familiarization programme imparted to independent directors is disclosed on weblinkof the Company

wwwhiraautomobilescom

33

30042015 30052015 31052015 21072015 31072015 15092015

30092015 31102015 02112015 30112015 02012016 0202201615022016 22022016 10032016

SN Name of non ndash executive Director No of Equity Shares Held No of convertibleinstruments Held

1 Rajbir Kaur Nil NA

2 Rupinder Kaur Nil NA3 Isher Singh Nil NA

Total Nil NA

SN

Name of Director No of BoardMeeting attended

No of otherDirectorship

Membershipin other

Committees

Attendance atlast AGM

1 Rahulinder Singh Sidhu 15 4 - Yes

2 Neha Sidhu 12 4 - Yes

3 Isher Singh 12 - 3 -

4 Rajbir Kaur 6 - 3 -

5 Rupinder Kaur 6 - 3 -

6 Ramesh Kumar 1 4 - -

HIRA AUTOMOBILES LIMITED

34

3 AUDITCOMMITTEE

4NOMINATIONANDREMUNERATIONCOMMITTEE

Remunerationpolicy

The terms of reference of the audit committee include all the matters as provided under Section 177 (4) of TheCompanies Act 2013 and the rules made there under and SEBI (LODR) Regulations 2015

As on 31 March 2016 In compliance with the provisions of Section 177(2) of the Companies Act 2013 AuditCommittee comprises of three Non-Executive Independent Directors five meetings of Audit Committee wereheld during the year under consideration on following dates

The details of members of the audit committee and their attendance is as under-

The terms of reference of Nomination and Remuneration Committee covers all the matters provided under theCompanies Act 2013 and the rules made there under and SEBI (LODR) Regulations 2015

As on 31 March 2016 in compliance with the provisions of Section 178(1) of the Companies Act 2013Nomination and Remuneration Committee comprises of three Non-Executive Independent Directors Twomeetings of Nomination and Remuneration Committee were held during the year under consideration on 30May 2015 and 10 March 2016The details of members of the audit committee and their attendance is as under-

Remuneration policy ensures that the level and composition of remuneration is reasonable and sufficient toattract retain and motivate directors of the quality required to run the company successfully and that relationshipof remuneration to performance is clear and meets appropriate performance benchmarks and that remunerationto directors key managerial personnel and senior management involves a balance between fixed and incentivepay reflecting short and long-term performance objectives appropriate to the working of the company and itsgoals

CompositionandMeetings

CompositionandMeetings

st

st

th

th

30052015 31072015 31102015 15022016 28032016

Name of Directors Position held in theCommittee

Category MEETINGSHeld Attended

Isher Singh Chairman Independent NonExecutive

Five Five

Rupinder Kaur Member Independent NonExecutive

Three Three

Rajbir Kaur Member Independent NonExecutive

Three Three

Name of Directors Position held in theCommittee

Category MEETINGS

Held Attended

Isher Singh Chairman Independent NonExecutive

Two Two

Rupinder Kaur Member Independent Non

Executive

Two Two

Rajbir Kaur Member Independent NonExecutive

Two Two

HIRA AUTOMOBILES LIMITED

35

5 REMUNERATIONOFDIRECTORS

6 STAKEHOLDERS GRIEVANCECOMMITTEE

7 GENERALBODYMEETINGS

There is no pecuniary relationship or transaction of the company with its independent directors other thanpayment of sitting fee to them for attending Board and Committee meetings Following Executive Directors werepaid as per detail given below

and no commission on profits is paid to any of the Directors No stock option has been given to any of theDirectors including Executive Directors

As on 31 March 2016 in compliance with the requirement of Section 178(5) of The Companies Act 2013Stakeholder Relationship Committee comprises of three Non-Executive Independent Directors to consider andresolve the grievances of security holders of the companyper detail given below

Sh Rahul Inder Singh Sidhu Managing Director has been appointed as Compliance officer for the purpose ofcomplying with various provisions of the Guidelines Regulations issued by Securities and Exchange Board ofIndia Listing Agreement with Stock Exchanges

The Company has not received any complaint during the year from the shareholders and there is no pendingcomplaint with the Company

(i) Location and time where last three Annual General Meetings were held is given below-

(i) Compositionst

(ii) ComplianceOfficer

(iii) Complaints

SN

NAME OFDIRECTOR

DESIGNATION SALARY Rs BENEFITS BONUS STOCKOPTIONS

PENSION

1 RahulinderSingh Sidhu

ManagingDirector

960000- - - - -

2 Neha Sidhu Whole TimeDirector

840000- - - - -

Name Category Designation

Isher Singh Independent Non Executive Chairman

Rupinder Kaur Independent Non Executive Member

Rajbir Kaur Independent Non Executive Member

Financial Year Date Time Venue

2012-13 30092013 1100 A M 20 Sector 8A Chandigarh 1100022013-14 30092014 500 PM 20 Sector 8A Chandigarh 110002

2014-15 30092015 500 PM 20 Sector 8A Chandigarh 110002

HIRA AUTOMOBILES LIMITED

36

(ii) Following Special Resolutions were passed in the previous 3 Annual General Meeting

(iii) No special resolution has been passed last year through postal ballot and no special resolution isproposed to be conducted through postal ballot

Quarterly results are normally published in the newspapers and also sent to BSE Limited Physical copy ofannual report which inter alia includes the Directors Report Corporate governance report Audited AccountsCash Flow Statements etc was sent to shareholders by post and also to BSE Limited The quarterly results andannual report isalso available on companys website at under investors section

Date 30092016 Time 0500 PM Day Friday and Venue Registered Office of the Company at 0598 Sector18B Chandigarh 160018

The companys Financial Year starts from 1 April every year and conclude on 31 March next year

The Register of Members and the Share Transfer Books of the Company shall remain closed from 29 day ofSeptember 2016 to 30 day of September 2016 (both days inclusive)

No dividend has been recommended by the Board this year and therefore information under this sub clause is nil

The shares of the Company are listed at BSE Limited only as other regional stock exchanges viz Delhi StockExchange Association Limited Ludhiana Stock Exchange Association Limited and Ahmedabad StockExchange Limited had been de-recoganised in the process of de-recoganition by Securities and ExchangeBoard of India The Company haspaid listing fee to BSE Limited

The Stock Code of the Company on BSE Limited is 531743

There was no trading of shares of the Company and no market price data is available Further Securities of theCompany were not suspended from trading by BSE Limited during last year

The Company has appointed Ms Beetal Financial amp Computer Services Private Ltd New Delhi as CommonAgency (RTA) for Share Transfer work in both modes physical as well as electronically Detail of RTA is as underMs Beetal Financial amp Computer Services Private LimitedBeetal House 3 Floor99 Madangir Behind Local Shopping Center Near Data Harsukhdas MandirNewDelhi- 110062 Ph 011-2996128182 Fax 011-29961284

The companys shares in dematerialized form transferable through depository system and Shares in physicalform are processed by Ms Beetal Financial amp Computer Services Private Limited The Board has authorised ShRahulinder Singh Sidhu Managing Director of the company to approve share transfers and matter relatedtherewith

8 MEANSOFCOMMUNICATION

9 GENERALSHAREHOLDERINFORMATIONAnnual General Meeting

Financial Year

BookClosure

Dividend

Listing

StockCode

StockMarket Data

Registrar andShareTransfer Agents

ShareTransfer System

wwwhiraautomobilescom

st st

th

th

rd

30092013 Nil

30092014 1 Approval for Borrowing Money in excess of the aggregate of the paid up share capital andfree reserves of the Company 2 Amendments in Articles of Association

30092015 Nil

HIRA AUTOMOBILES LIMITED

37

ReconciliationofShareCapital Audit

Distribution of shareholding

Dematerializationof sharesandliquidity

GDRsADRs

Mr Ravinder Kumar Practising Company Secretary carries out the Reconciliation of Share Capital Audit asmandated by SEBI and reports on the reconciliation of total issued and listed Capital with that of total sharecapital admitted held in dematerialized form with NSDL and CDSL and those held in physical form This audit iscarried out on quarterly basis and the report thereof is submitted to the Stock Exchanges

Detail of distribution of share holding of equity share of the Company by size and ownership class as on31032016 is given as under

The Shares of the company have not been traded on stock exchange during the period under review TheCompany has not been allotted ISIN and number of shares held in dematerialized formis nil

The Company has not issued any GDRsADRsWarrants or any Convertible instruments

UP TO 5000 129 6293 38840 38840000 14106

5001 TO 10000 49 2390 44500 44500000 16162

10001 TO 20000 7 341 10000 10000000 0363220001 TO 30000 4 195 9000 9000000 03269

30001 TO 40000 2 098 6800 6800000 02470

40001 TO 50000 1 049 4400 4400000 01598

50001 TO 100000 1 049 5200 5200000 01889

100001 AND ABOVE 10 585 2634700 2634700000 956876

Indian Promoter-IndividualHUF 11 2635700 9572

Non Resident Individual 1 500 002

Bodies Corporate 1 500 002

Resident Individuals-HUF 190 116740 424

HIRA AUTOMOBILES LIMITED

38

Plant ShowroomLocationsShowroom Locations

Address for correspondence

Related Party Transactions

Compliance

Vigil Mechanism

WhistleBlower Policy

Mandatory Requirements

1 Hira Automobiles Limited Rajbaha Road Patiala Ph No 0175-22091002 Hira Automobiles Limited Malout Road Muktsar Ph No 01633-2620203 Hira Automobiles Limited Village Bhadak Rajpura Ph No 01762-2448814 Hira Automobiles Limited Radha Swami Satsang Road Nabha PhNo 01765-5059595 Hira Automobiles Limited Muktsar Road Malout Ph No01637-2637246 Hira Automobiles Limited Patiala Pehowa Road DevigarhPh No0175-26311527 Hira Automobiles Limited Bathinda Malout Road Gidderbaha8 Hira Automobiles Limited Nabha Road Bhadson9 Hira Automobiles Limited Cheeka road Samana

10 Hira Automobiles Limited Malout Road Killianwali

Following is the address for correspondenceRegistered Office ndash Hira Automobiles Limited 0598 Sector 18-B Chandigarh 160018

There are no materially significant related party transactions that may have potential conflict with the interests ofcompany at large There were transactions with related parties at market price at arms length basis which aredisclosed in Form AOC ndash 2 attached herewith The policy on dealing with related party transactions is availableon web link of the Company

The Company has complied with all the provisions of listing agreement and that no penalties and or strictureshas been imposed on the company by Stock Exchange or SEBI or any statutory authority on any matter relatedto capital markets during the last three years

Detail of Vigil Mechanismis provided in the same heading in Directors Report

Company has formulated the Whistle Blower Policy to safeguard the interest of its stakeholders Directors andemployees to freely communicate and address to the Company their genuine concerns in relation to any illegalor unethical practice being carried out in the Company and that no personnel has been denied access to the auditcommittee

The Company has complied with all the mandatory requirements as stipulated in SEBI (Listing and DisclosureRequirements) Regulations 2015

10 OTHERDISCLOSURES

wwwhiraautomobilescom

HIRA AUTOMOBILES LIMITED

39

MANAGEMENTDISCUSSIONANDANALYSIS REPORT

1 Industrystructureanddevelopment

2 Opportunitiesandthreats

3 Segmentwiseor product wiseperformance

4 Outlook

5 Risksandconcern

6 Internal control systemsandtheir adequacy

HIRA AUTOMOBILES LIMITED

40

7 Discussiononfinancial performancewithrespect tooperational performanceDue to overall recessionary economy and internal competition with the new dealer there has been minoradverse impact on the financial stability of the company with respect to operational performance as the workingcapital limits of the company has increased substantially where as there is no growth in sales In comparison tominor growth in operational performance Profitability of the company has been decreasing during the yearinspite of higher burden of interest expenditure salary and wages and other admistrative expenses

8 HumanRecourses

9 Management of theCompany

Human Resource is considered to be the most prized assetof the company by the management Hence the work-forceis being looked after well and ensured that they remain motivated The 360 degree appraisal system ensures theirsatisfaction and brings out their concerns and bikerings which are addressed by the management immediately Thisimproves the employee-management relationship and makes themwork for the better future of the company

As Company has a large network of branches spread over 14 locations in two district of Patiala and Muktsar eachlocation is being managed by a rich experienced deemed CEO who is also known deemed key managerial personnelAll the branches key Managerial Personnel are reporting directly to CMD sitting at Patiala corporate office of thecompany

HIRA AUTOMOBILES LIMITED

41

COMPLIANCECERTIFICATEBYCHIEFEXECUTIVEOFFICERANDCHIEFFINANCIALOFFICER

We Rahulinder Singh Sidhu Managing Director and Sandeep Rana Chief Financial Officer of the Companyhereby certify thatA We have reviewed financial statements and the cash flow for the year ended 31 March 2016 and that to thebest of our knowledge and belief(1) These statements do not contain any materially untrue statement or omit any material fact or containstatements that might be misleading(2) These statements together present a true and fair view of the company affairs and are in compliance withexisting accounting standards applicable laws and regulationsB There are to the best of our knowledge and belief no transactions entered into by the Company during theyear that are fraudulent illegal or volatile to the companyscode of conductC We accept responsibility for establishing and maintaining internal controls for financial Reporting and that wehave evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting andwe have disclosed to the auditors and the audit committee deficiencies in the design or operation of such internalcontrols if any of which they are aware and the steps they have taken or propose to take to rectify thesedeficienciesD We have indicated to the auditorsand the Audit committee(1) Significant changes in internal control over financial reporting during the year(2) Significant changes in accounting policies during the year and that the same have been disclosed in thenotes to the financial statements and(3) There were no instances of fraud of which they have become aware and the involvement therein of themanagement or an employee having a significant role in the companys internal control system over financialreporting

I Rahulinder Singh Sidhu Managing Director of the Company hereby declare that all Board Members andSenior Management Personnel have affirmed compliance with the code of conduct for the Directors and SeniorManagement Personnel as approved by the Board for the Financial Year ended 31 March 2016

For

st

st

HIRA AUTOMOBILES LIMITED

42

AUDITORS CERTIFICATEONCORPORATEGOVERNANCE

The Board of DirectorsHira Automobiles LimitedChandigarh

We have examined the compliance of conditions of Corporate Governance by Hira Automobiles Limited for thefinancial year ended March 31 2016 as stipulated in the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015

The compliance of conditions of Corporate Governance is the responsibility of the management Ourexamination was limited to procedures and implementation thereof adopted by the company for ensuring thecompliance of the conditions of the Corporate Governance It is neither an audit nor an expression of opinion onthe financial statements of the company

In our opinion and to the best of our information and according to the explanations given to us we certify that thecompany has complied with the conditions of Corporate Governance as stipulated in the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015

We further state that such compliance is neither an assurance as to the future viability of the company nor theefficiency of effectiveness with which the management has conducted the affairs of the company

HIRA AUTOMOBILES LIMITED

43 HIRA AUTOMOBILES LIMITED

4

5

OPINION

REPORTONOTHERLEGALANDREGULATORYREQUIREMENTS

44 HIRA AUTOMOBILES LIMITED

Annexureldquo Ardquoto the Independent Auditors Report on the Standalone Financial Statements of Hira Automobiles Limited(Referred to in paragraph 1 (f) under Report on Other Legal and Regulatory Requirements of our report of evendate)

REPORT ON THE INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING UNDER CLAUSE (i)OF SUBSECTION3 OF SECTION 143 OF THE COMPANIES ACT 2013 (ldquoTHE ACTrdquo)

We have audited the internal financial controls over financial reporting of hira automobiles LIMITED (ldquotheCompanyrdquo) as of March 31 2016 in conjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

The Companys management is responsible for establishing and maintaining internal financial controlsbased onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the ldquoGuidance Noterdquo) issued by the Institute of Chartered Accountants of India These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherence to Companyspolicies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financial information as requiredunder the Companies Act 2013

Our responsibility is to express an opinion on the Companys internal financial controls over financial reportingbased on our audit We conducted our audit in accordance with the Guidance Note and the Standards onAuditing prescribed under Section 143(10) of the Companies Act 2013 to the extent applicable to an audit ofinternal financial controls Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if such controls operatedeffectively in all material respects Our audit involves performing procedures to obtain audit evidence about theadequacy of the internal financial controls system over financial reporting and their operating effectiveness Ouraudit of internal financial controls over financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditors judgement including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internalfinancial controlssystem over financial reporting

MANAGEMENTSRESPONSIBILITYFORINTERNALFINANCIALCONTROLS

AUDITORS RESPONSIBILITY

45 HIRA AUTOMOBILES LIMITED

MEANINGOFINTERNALFINANCIALCONTROLSOVERFINANCIALREPORTING

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVERFINANCIAL REPORTING

OPINION

A companys internal financial control over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles A companys internal financial controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of thecompany (2) provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and that receipts andpayments of the company are being made only in accordance with authorisation of management and directors ofthe company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the companys assets that could have a material effect on the financialstatements

Because of the inherent limitations of internal financial controls over financial reporting including thepossibility of collusion or improper management override of controls material misstatements due to error orfraud may occur and not be detected Also projections of any evaluation of the internal financial controlsover financial reporting to future periods are subject to the risk that the internal financial control over financialreporting may become inadequate because of changes in conditions or that the degree of compliance withthe policies or procedures may deteriorate

in our opinion to the best of our information and according to the explanations given to us the Companyhas in all material respects an adequate internal financial controls system over financial reporting and suchinternal financial controls over financial reporting were operating effectively as at March 31 2016 based onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note

46 HIRA AUTOMOBILES LIMITED

Annexure B To Auditors ReportAnnexure referred to in paragraph 3 of our report of even date

1 (a) The Company has maintained proper records showing full particulars including quantitativedetailsand situation of fixed assets at Corporate Office and in the process of maintaining at outlets

(b) We have been informed that the fixed assets of the company have been physically verified by themanagement at reasonable intervals and no material discrepancies were noticed on such verification

2 (a) As informed to us physical verification of inventory of the company has been conducted by themanagement at reasonable intervals (b) In our opinion and according to the explanations givento us the procedures of Physical verification of inventory followed by the management arereasonable and adequate in relation to the size of the company and the nature of its business

(c) In our opinion and according to the explanations given to us the Company is maintainingproper records of inventory We have been informed that no material discrepancies have been noticedon physical verification as compared to records

3 (a) According to the information and explanation given to us the Company has advanced inter corporatedeposits to three companies covered in the register maintained under section 189 of the CompaniesAct2013 and there is no stipulation as to the time period for recovery of principal and interest amount ofunsecured loan given

(b) Further as there is no stipulation as to the time period for recovery of principal amount ofunsecured loan given we are unable to comment on the overdue amount in respect of thesaid loan

4 In our opinion and according to the information and explanations given to us the Company has compliedwith the provisions of Sections 185 and 186 of the CompaniesAct 2013 in respect of grant of loans makinginvestments and providing guarantees and securities

5 According to the information and explanation given to us the Company has not accepted deposits frompublic Advances from customers for sale of vehicles and against sale promotion schemes run by theCompany to promote its sale are received and paid in the ordinary course of business

6 The maintenance of cost records under section 148(1) of the CompaniesAct 2013 has not been prescribedby the Central government for the Companysince it is not manufacturing Company

7 (a) According to the information and explanations given to us the company is generally regular indepositing all statutory dues including provident fund investor education and protection fundemployees state insurance income tax sales tax wealth tax custom duty excise duty cess and anyother statutory due with appropriate authority during the year

(b) According to the information and explanations given to us there are no disputed amount payables inrespect of provident fund investor education and protection fund employees state insurance incometax sales tax wealth tax customduty excise duty cess by the Company

(c ) No amount was lying with the company which was required to be transferred to investor education andprotection fund in accordance with the relevant provisions of the CompaniesAct 1956 (1 of 1956) andrulesmade there under

8 As informed to us the companyhas not defaulted in repayment of dues to financial institutions or banks

9 As informed to us the company has not given any guarantee for loans taken by others from bank orfinancial institutions

47 HIRA AUTOMOBILES LIMITED

10 As informed to us the proceeds of the term loans taken by the company are applied for the purpose forwhich the loans were obtained

11 Based on the audit procedures performed for the purpose of reporting the true and fair view of the financialstatements and as per the information and explanation given by the management we report that no fraudby the company has been noticed or reported during the course of our audit

48 HIRA AUTOMOBILES LIMITED

49

Particulars Note No As at As atMarch 312016 March 312015

I EQUITY AND LIABILITIES(1) Shareholders funds

(a) Share capital 2 2753440000 2753440000(b) Reserves and Surplus 3 6240053700 5676970200

(2) Non-current liabilities(a) Long term borrowings 4 10202167800 9006585600(b) Deferred tax liabilities (net) 5 1662638300 1542080600(c) Other long-term liabilities 6 5734992800 5067035200

(d) Long-term provisions 7 1339912400 1244415300(3) Current liabilities

(a) Short term Borrowings 8 49363423500 59501393100(b) Trade payables 9 1502741100 6123301200(c) Other current liabilities 10 3671194600 4679162300(d) Short term provisions 11 823155600 789863800

Total 83293719800 96384247300ASSETS

(1) Non-Current assets(a) Fixed assets

(i) Tangible assts 12 16817879700 16711642800(ii) Intangible assets 13 - -

(b) Non-current investments 14 1120000 1120000(d) Long-term loans and advances 15 2618538200 2251312400

(2) Current assets(a) Inventories 16 41208502100 40489156300(b) Trade Receivables 17 14372057700 13922503000(d) Cash and Cash equivalents 18 3697504100 11556587000(e) Short-term Loans and Advances 19 4497240800 11399114400(f) Other Current assets 20 80877200 52811400

Total 83293719800 96384247300

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

(IN RUPEES)

Chairman and Managing Director

Balance Sheet

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies 1

50

Particulars Note No Year Ended Year EndedMarch 312016 March 312015

I Revenue from operations 21 310372896800 323733670200II Other income 22 136994600 525412000III Total Revenue(I+II) 310509891400 324259082200IV Expenses

a Cost of Material Consumed 23 1357073500 1293751900b Purchase of Stock-in-Trade 24 281848216100 294479334400c Changes in Inventories of Finished Goods 25 (719345800) (186205700)d Employee Benefits Expenses 26 12664754100 12944732800e Finance Costs 27 5604834800 4157234900f Depreciation and Amortization expense 12 1358225700 1559476600g Other Expenses 28 7395406500 8383136200

Total Expenses 309509164900 322631461100V Profit before tax (III-IV) 1000726500 1627621100

VI Tax expense(a)Current tax 275985000 473844400(b)Deferred tax 120557700 -

VII Profit for the Year(V-VI) 604183800 1153776700VIII Prior period tax expenses 41100300 75346500IX Earnings per Equity Share(in Rupees) 563083500 1078430200

Basic 219 392Diluted 219 392

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

Profit amp Loss Account

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies

51

Particulars As at March 312016 As at March 312015A Cash Flow from Operating Activities

Net Profit before Tax 1627621100Adjustment forDepreciation 1559476600Interest expenses 4157234900Loss Profit on Sale of Fixed Assets -

Operating ProfitLoss before Working Capital Changes 7344332600Adjustment for(Increase)Decrease in Trade amp Other receivables 940107800(Increase)Decrease in Inventory (186205700)Increase(Decrease) in Trade Payables amp other provisions (4054306400)(Increase)Decrease in Other Loans amp Advances (4635970800)Cash generated from operations (592042500)Taxes Paid (549190900)Previous Year Taxes (Net) -Net Cash from Operating Activities (A) (1141233400)

B Cash Flow from Investing Activities(Purchase) of FixedCapital Expenditure (2227931100)Sale of Fixed Assets 883140700Sale(Purchase) of Investment (315826300)

Net Cash used in Investing Activities (B) (1660616700)C Cash Flow from Finance Activities

Proceeds from Long Term Borrowing (Net) (4869873700)Secured Loan 18024550800Unsecured Loan - 991878400Interest paid (4157234900)Net Cash from Financing Activities (C ) 9989320600

Net increase in Cash and Equivalents (A+B+C) 7187470500Opening Balance of Cash and Cash Equivalents 4369116500

Closing Balance of Cash and Cash Equivalents

1000726500

13582257005604834800

69725800

8033512800

(449554700)(719345800)

(5595236000)68738078008143184100(275985000)

(41100300)7826098800

(1622365700)88177300

(367225800)

(1901414200)

1959036900(10137969600)

(5604834800)(13783767500)

(7859082900)11556587000

3697504100 11556587000

Notes1 Figures in brackets indicate cash outflow2 The above Cash Flow Statement has been prepared under the indirect method set out in AS 3-Cash

Flow Statement as prescribed by Companies (Accouning Stanadards)Rules2006

This is the Cash Flow Statement referred to our report of even date

Cash Flow Statement

HIRA AUTOMOBILES LIMITED

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

For the Year Ended 31 March 2016st

52

Notes to Accounts2 SHARE CAPITAL

As at March 31 2016 As at March 312015(1)AUTHORISED6000000 Equity shares of Rs10-each 6000000000 6000000000

FULLY PAID UP

ISSUEDSUBSCRIBED -2753440 Equity shares of Rs10 each

6000000000 6000000000

2753440000 2753440000

2753440000 2753440000

Shares at the beginning of the accounting Period2753440 Equity shares of Rs10- each 2753440000 2753440000Additions during the year - -Shares outstanding at the end of year 2753440000 2753440000Total 2753440000 2753440000

(a) Rights Preferences and Restrictions Attached to sharesEquity Shares The Company has only one class of equity shares having a par value of Rs 10 per shareEach Shareholder is entitled to one vote per share In the event of liquidation of the company the holder ofequity shares will be entitled to receive any of the remaining of the Company after distribution of allpreferential amounts However no such preferential amount exist currently The distribution will be inproportion to the number of equity shares held by the equity shareholders(b) Detail of Shares held by Shareholders holding more than 5 of the Aggregate Shares in theCompany

Name of Shareholders No of Shares Shareholding as at March31 2016

Rajinder Kaur Bhattal 826000 3000Kuldeep Singh Bhattal 272100 988Rahul Sidhu 270000 981Simran Bajwa 265000 962Manjeet Kaur Sangha 862900 3134

3 RESERVES AND SURPLUSAs at March 312016 As at March 312015

General reserveAt the beginning of the accounting period 723675000

-

-

-

-

723675000Additions during the yearAt the end of the accounting period 723675000 723675000Surplus in Statement of Profit and LossAt the beginning of the accounting period 4953295200 3874865000Additions during the year 563083500 1078430200(balance in statement of profit amp loss ac)prior period expenses written offtransfer tofrom reservesAt the end of the accounting period 5516378700 4953295200

Total 6240053700 56769702004 LONG TERM BORROWINGS

As at March 312016 As at March 312015SECUREDTerm loan(Secured against hypof car and guaranteed bythe directors of the co)

(Secured against Focal Point Properties andguaranteed by directors)

-

5018479300

142138000

5774447600

UNSECUREDLoans from directors 5183688500 3090000000Loans from shareholders and public - -Total 10202167800 9006585600

Term loan

HIRA AUTOMOBILES LIMITED

53

5 DEFERRED TAX LIABILITIES (NET)As at March 312016 As at March 312015

Deferred tax liabilities 1662638300 1542080600Total 1662638300 1542080600

6 OTHER LONG TERM LIABILITIESAs at March 312016 As at March 312015

Sales promotion scheme- Customeradvances

5046479000 4415090000

Security from Employees 688513800 651945200Total 5734992800 5067035200

7 LONG TERM PROVISIONSAs at March 312016 As at March 312015

Gratuity provision 1339912400 1244415300Total 1339912400 1244415300

10 OTHER CURRENT LIABILITIESAs at March 312015

Current maturities of long term debts 880473400 1674618400Interest accrued and due on borrowings - -Value added tax and CST 2185026500 2517359600TDS payable 111535600 157798400Current year taxes payable(net of advance tax) - -

Other payables 494159100 329385900Total 3671194600 4679162300

11 SHORT TERM PROVISIONS

(a) Provisions for employee benefits 823155600 789863800

8 SHORT TERM BORROWINGSAs at March 312016 As at March 312015

Secured loans from banksPunjab National Bank -(secured against hypothecation of stockand book-debts)Gur Mandi Patiala 30680878500 29077205300Gagan Chowk Rajpura 1863121400 1705992300New Grain Market Muktsar and Malout 842363700 757042200Inventory funding 15977059900 27961153300(secured against hypothecation of stockand book-debts)Total 49363423500 59501393100

9 TRADE PAYABLESAs at March 312016 As at March 312015

Sundry Creditors 357269200 2822407500Advance from Parties-Interest free 1145471900 3300893700Total 1502741100 6123301200

HIRA AUTOMOBILES LIMITED

As at March 312016 As at March 312015

Total 823155600 789863800

As at March 312016

54 HIRA AUTOMOBILES LIMITED

14 NON CURRENT INVESTMENTAs at March 312016 As at March 312015

Investment in Shares 1120000 1120000Investment in Mutual Funds - -

Total 1120000 1120000

15 LONG TERM LOANS AND ADVANCESAs at March 312016 As at March 312015

Security Deposits 366283000 337485500(Unsecured considered good unlessOtherwise Stated)Intercorporate Deposits 2252255200 1913826900Total 2618538200 2251312400

16 INVENTORIESAs at March 312016 As at March 312015

(As taken valued amp certified by the management)

Stock in Trade (in respect of goodsacquired for trading )

38093012700 37213584000

Stores Spares amp Loose tools 3115489400 3275572300

Total 41208502100 40489156300

17 TRADE RECEIVABLESAs at March 312016 As at March 312015

(unsecured considered good unlessotherwise stated)(1)Debts outstanding for a period exceeding

six months from the date they are due 513584600 623548900(2)Other debts 13858473100 13298954100Total 14372057700 13922503000

55

18 CASH amp CASH EQUIVALENTS As at March 312016 As at March 312015

(a) Balance with BanksFixed deposits 1260950600 812770600(Earmarked balances with banksheld as margin moneyagainst borrowingsand other commitments)Current accounts 1243916600 6403274200Gold Coins 29547200 29547200(b) Cheques Draft on HandCheques in HandCash in hand

202088500961001200

30714258001239569200

Total 3697504100 11556587000

19 SHORT TERM LOANS amp ADVANCESAs at March 312016 As at March 312015

(Unsecured considered good unlessotherwise stated)advances recoverable in cash orin kind for the value to be received(1)Advance to parties 2541662700 9294257800(2) Receivable from revenue authorities 551783000 569108700(3)Current years taxes recoverable(net ofliability)

332615600 380504500

(4) Other advances 1071179500 1155243400Total 4497240800 11399114400

HIRA AUTOMOBILES LIMITED

56

20 OTHER CURRENT ASSETSAs at March 312016 As at March 312015

Prepaid Expenses 80877200 52811400

Total 52811400

21 REVENUE FROM OPERATIONSAs at March 312016 As at March 312015

Sale of products 290733945600 301324413800Sale of services 9681919400 10435033800

Other operating revenues 9957031800 11974222600310372896800 323733670200

Less Excise duty - -Total 310372896800 323733670200

22 OTHER INCOMEAs at March 312016 As at March 312015

Interest income 87335400 279807100Other Non-operating income 49659200 245604900Total 136994600 525412000

23 COST OF MATERIAL CONSUMEDAs at March 312016 As at March 312015

Purchases Raw-Materials and PackingMaterials

1357073500 1293751900

Add Opening balance of stock - -1357073500 1293751900

Less Closing balance of stock - -Total 1357073500 1293751900

80877200

24 PURCHASE OF STOCK IN TRADEAs at March 312016 As at March 312015

Purchases of Traded goods 281848216100 294479334400

Total 281848216100 294479334400

25 CHANGES IN INVENTORIESAs at March 312016 As at March 312015

Finished Goodsat the beginning of the accounting period - -at the end of the accounting period - -Stock-in-Tradeat the beginning of the accounting period 40489156300 40302950600at the end of the accounting period 41208502100 40489156300Total (719345800) (186205700)

26 EMPLOYEE BENEFIT EXPENSESAs at March 312016 As at March 312015

Salary and Wages 8156996000 9654096800HRA Expenses and other allowance 2733336200 1148756100Contribution to Provident fund 587123100 490338400Contribution to Employees state Insurance fund 157923000 161030000Workers and Staff Welfare 299823200 269213600Gratuity Expenses 95497100 64570600Bonus 420931500 903597900Employees Training and Uniform expenses 213124000 253129400Total 12664754100 12944732800

HIRA AUTOMOBILES LIMITED

57

27 FINANCE COSTSAs at March 312016 As at March 312015

Interest ExpenseInterest to Banks 4309580000 3483884100Interest on Unsecured loans 1196279800 577607600Interest to Customers (36290200) (95330900)Interest to MSIL (121679800) (50429300)Interest to Bank on Vehicle loan 29667800 43272600Bank Charges 227277200 198230800

Total 5604834800 4157234900

28 OTHER EXPENSESAs at March 312016 As at March 312015

Accessories Expenses 9551600 18313400Festival Expenses 30357200 8141000Donation 13123500 9144500Freight Inward 23896900 26399000Power amp Fuel 913761800 911434100Software Usage Charges 91413600 86473500Entertainment Exp 19129900 29106000Rent Rates amp Taxes 701191800 671145200General Expenses 162725500 138611000Godown Rent 57600000 48125000Insurance 161551400 173705300Legal expenses 43474400 60436900Misc Expenses 7073900 3598300News Paper amp Periodicals 9374100 7947200Outside Labour Expenses 284322400 102072700Payment to the Auditors 48313400 15000000Postage amp Courier Expenses 10683600 13298800Professional Charges 147965200 1006744000Printing amp Stationery 165125400 223093400Repair to Buildings and fixed assets 309177500 427256800MDS Expenses 21264900 35806500Telephone Expenses 326712100 525640000Workshop Expenses 325704400 579373600Vehicle Running Expenses 182200200 225090800Other expenses 18263600 405070100Advertisement ExpensesDiscounts

99310800745200400

118382500821623000

Customer welfare 146224200 161357500Demo Expenses amp PDI Expenses 372510300 437441500Sales Promotion 696744200 773152400Sale Commission amp Incentives 160190000 35180000Pool Cancellation and lifting charges 202092600 166694500Marketing Staff Tour expensesTrue Value Expenses

531070200358105500

581622300442725000

Total 7395406500 8383136200

HIRA AUTOMOBILES LIMITED

58 HIRA AUTOMOBILES LIMITED

Post-Employment BenefitsDefined Contribution PlansA defined contribution plan is a post-employment benefit plan under which the Company pays specifiedContributions to a separate entity The Company makes specified monthly contributions towards ProvidentFund Superannuation Fund and Pension Scheme The Companys contribution is recognized as an expense inthe Profit and Loss Statement during the period in which the employee renders the related service

The Company does not deal with Foreign Currency hence AS-11 ldquoEffect of changes in Foreign Exchangesissued bythe Institute of Chartered Accountantsof India isnot applicable

Cash Flow Statements has been prepared following the indirect method set out in the Accounting Standard-3 on ldquoCash Statements ldquoissued by the Institute of Chartered Accountants of India

(i) Income tax expenses for the period comprise of Current Tax amp Deffered Tax(ii) Current tax is measured at the amount expected to be paid to the tax authorities using the applicable tax

Rates of the Income TaxAct 1961(iii) Deferred Tax is calculated on the timing differences being the difference between accounting income and

taxable income which originates in one period and are capable of reversal in one or more subsequentaccounting periods in accordance with the provisions of Accounting Standard -22 on ldquoAccounting forTaxeson Incomerdquo issued by the Institute of Chartered Accountants of IndiaDeferred tax assets are recognized only to the extent that there is a reasonable certainty that sufficientfuture income will be available except that deferred tax assets in case there are unabsorbed depreciationor losses are recognized if there is virtual certainty that sufficient future taxable income will be available torealize the same

Depreciation on Fixed Assets is provided on the basis of Straight Line Method (SLM) Depreciation isprovided based on useful life of the assets as prescribed in Schedule II to the Companies Act 2013

Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and itis probable that an outflow of resources will be required to settle the obligation and a reliable estimate canbe made Provisions are not discounted to their present value and are determined based on the bestestimate required to settle the obligation at the reporting date These estimates are reviewed at eachreporting date and adjusted to reflect the current best estimatesContingent liabilities are disclosed unless the possibility of outflow of resources is remoteContingent assets are neither recognized nor disclosed in the financial statements

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value Animpairment loss is charged to the Profit and Loss Statement in the year in which an asset is identified asimpaired The impairment loss recognized in prior accounting period is reversed if there has been a changein the estimate of recoverable amount

G) ForeignCurrencyTransaction

H) CashFlowStatements

J) Depreciation

K) ProvisionsandContingent liabilities

L) Impairment ofAssets

I) TaxesonIncome

59 HIRA AUTOMOBILES LIMITED

M) EarningsPer Share

N) Segment Reporting

has been made in accordance with the requirement of Accounting Standard (AS) -20 on Earnings PerShare issued by the Institute of Chartered Accountants of India Diluted Earning per share is the same asBasic Earning per share because there is no potential equity shares which would have dilutive effect onearning per shares to equity shareholders

The Company is Authorized Dealer of Maruti Suzuki India Limited (MSIL) and hence is engaged in thebusiness of sale amp service of MSIL vehicles As the basic nature of sale of variants of vehicles is governedby the same set of risk amp returns these have been grouped as single segment as per AccountingStandard(AS-17) on segment reporting issued by the Institute of Chartered Accountants of India

2 Detail in respect of Opening Stock Sales and Closing Stock as follows

3 (a) During the year the company has recognized the following amounts as Defined Contribution Pan in theProfit and Loss Account

i) Employers Contribution to Provident Fund - Rs 5871 Lacsii) Employers Contribution to Employee State Insurance - Rs 1579 Lacs

The calculation of Earnings Per Share (EPS) as disclosed in the Balance Sheet Abstract

(b) During the year the Company has made provision for Gratuity in books asdesigned benefit plan

4 Subsequent to Accounting Standards -22 Accounting for Taxes on Income Issued by the Institute ofCharteredAccountants of India Deferred Tax Expenses of Rs 120557700 for the periods is recognized inthe profit and LossAmount

Calculation of Deferred TaxLiability is as followsWritten down value of Fixed Assets as on 31032016 (As per Company Act) 168178793Written down value of Fixed Assets as on 31032016 (As per Income Tax Act) 114371729bull Timing Difference 53807064bull Tax 3090 16626383bull Deferred Tax Liability as on 31032016 16626383bull Deferred Tax Liability as on 31042015 15420806bull Deferred Tax Liability to be provided for 1205577

5 Legal amp Professional Fees includes Payments to Auditors comprising as follows-i) Statutory Audit fee Rs 10000000ii) Tax audit and Vat audit Fee Rs 5000000

6 Related Party Disclosure in accordance with Accounting Standard-18

Pacific Finlease Pvt LtdRahul Sidhu Enterprises Pvt LtdRSG Studios Pvt Ltd

(a) Enterprises owned or Significantly Influenced by Directors and their Relatives

60 HIRA AUTOMOBILES LIMITED

Particulars Opening Stock Sales Closing StockQty

825VehiclesSpares ampAccessory

Amount(Rs In Lacs)

37213632756

Qty

5627

Amount(Rs In Lacs)2647068260272

Qty

1131

Amount(Rs In Lacs)

38093031155

b)

Pacific Finlease Pvt Ltd

Rahul Sidhu Enterprises Pvt Ltd

RSGStudios Pvt Ltd

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 1915Interest Recovered during the financial year 207

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 14379Interest Recovered during the financial year 035

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 6229Interest Recovered during the financial year 618

7 Calculation of Earning Per Share is as follows Profit after Tax as per Profit amp Loss Account as on 3132016 5630835

For Basic Earning Per share 2753440For Diluted Earning Per Share 2753440

Basic 219Diluted 219

8 Balance confirmation letters have been obtained from some of the parties on test check basis9 Figures of Previous year have been re-grouped and re classified wherever necessary in order to

conform to the current years presentation

As per our report of even date

No of Equity Share (Face value Rs 10- each)

Detail of transaction for the financial year 2015-16

Earning Per Share

61 HIRA AUTOMOBILES LIMITED

Page 5: HIRAAUTOMOBILESLIMITED - bseindia.com · S. Isher Singh Director Mrs. Neha Sidhu Whole time Director Mrs ... Name Rahulinder Singh Sidhu Age 34 Brief Resume Working as Director in

(xi) Click on the EVSN for the on which you choose to vote

(xii) On the voting page you will see and against the same the option ldquoYESNOrdquo

for voting Select the option YES or NO as desired The option YES implies that you assent to theResolution and option NOimplies that you dissent to the Resolution

(xiii) Click on the if you wish to view the entire Resolution details

(xiv) After selecting the resolution you have decided to vote on click on rdquo A confirmation box will be

displayed If you wish to confirm your vote click on else to change your vote click on and

accordingly modify your vote(xv) Once you your vote on the resolution you will not be allowed to modify your vote

(xvi) You can also take out print of the votes cast by clicking on ldquoClick here to printrdquo option on the Voting page(xvii) If Demat account holder has forgotten the login password then Enter the User ID and the image verification

code and click on Forgot Password amp enter the details as prompted by the system

middot Non ndash Individual Shareholders (ie other than Individuals HUF NRI etc) and Custodians are required tolog on to and register themselves as Corporate(s)

middot A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to

middot After receiving the login details they have to create compliance user should be created using the adminlogin and password The Compliance user would be able to link the account(s) for which they wish to voteon

middot The list of accounts linked in the login should be mailed to helpdeskevotingcdslindiacom and onapproval of the accounts they would be able to cast their vote

middot A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour ofthe Custodian if any should be uploaded in PDF format in the system for the scrutinizer to verify the same

(xx) In case you have any queries or issues regarding e-voting you may refer the Frequently Asked Questions(ldquoFAQsrdquo) and e-voting manual available at under help section or write an email to

5 Members are requested to register their e-Mail id with the company or its Registrar or their depositoryparticipant to enable the company to send the notices and other reports through email

6 The Scrutinizer shall within a period of two working days from the conclusion of e-voting period unblockthe votes in presence of at least two witnesses not in employment of the Company and make a report of thevotes cast in favour or against if any forthwith to the Chairman of the Company The results shall bedeclared within two working days from the conclusion of the AGM The results declared along with thereport of Scrutinizer shall be placed on the Companyrsquos website and the website of CDSL andcommunicated to the stock exchanges

7 Details of Directors seeking re-appointmentappointment at the forthcoming Annual General Meetingas required under Secretarial Standards-2 on General Meetings and in pursuance of Regulation 36 (3)of SEBI (Listing Obligations amp Disclosure Requirements) Regulations 2015 are given as annexure

ltHIRAAUTOMOBILESLIMITEDgt

ldquo RESOLUTIONDESCRIPTIONrdquo

ldquo RESOLUTIONSFILELINKrdquoldquo SUBMIT

ldquo OKrdquo ldquo CANCELrdquo

ldquo CONFIRMrdquo

(xix)

(xviii) Shareholders can also cast their vote using CSDLrsquos mobile app m-voting available for androidbased mobiles The m-voting app can be downloaded from the Google play store Apple andWindows phone users can download the app from the App Store and the Windows Phone Storerespectively on or after 30 June 2016 Please follow the instructions as prompted by the mobileapp while voting on your mobile

4 HIRA AUTOMOBILES LIMITED

5

ANNEXURE TO ITEM NO 2 OF NOTICE

Name Rahulinder Singh SidhuAge 34

Brief Resume Working as Director in the company for the last fifteen years

Nature of his expertise in specific functionalareas

Vehicle industry

Date of first appointment on the Board 29092001

Qualifications Graduate

Experience fifteen years

As per Companyrsquos policy on appointment of Board members

Last drawn remuneration if applicable As mentioned in the Corporate Governance Report ( forming partof Annual Report 2015 -16)

Shareholding in the company held eitherhimself or on a beneficial basis for any otherpersons

270000 equity shares of Rs10- each

Relationship with other Directors Managerand other Key Managerial Personnel of thecompany

Related with Smt Neha Sidhu Whole Time Director of theCompany as Husband

The number of Meetings of the Boardattended during the Year

Fifteen ( for details please refer to the Corporate GovernanceReport forming part of Annual Report 2015 -16)

Names of companies in which the personalso holds the directorship and themembershipChairman of Committees ofthe Board

1 Rahul Sidhu Enterprises Private Limited2 Rahul Sidhu Media Private Limited3 Pacific Finlease Private Limited4 RSG Studios Private Limited

Chairmanshipmember of the Committeesof Board of Directors of other Indian PublicCompanies

NIL

Terms and conditions of appointment orre-appointment along with details ofremuneration sought to be paid

HIRA AUTOMOBILES LIMITED

6

PROXY FORM[Pursuant to section 105(6) of the Companies Act 2013 and rule 19(3) of the Companies (Management and Administration) Rules 2014]

Name of the Company Hira Automobiles Limited

CIN L50101CH1989PLC009500

Registered Office- 0598 Sector 18B Chandigarh 160018

Email hiraaccountsgmailcom

website wwwhiraautomobilescom

Tel No 0175-2209100101102

Name of the member (s)

Registered address

E-mail Id

Folio No Client Id

DP ID

IWe being the member (s) of helliphelliphelliphellip shares of the above named company hereby appoint

1 Name

Address

E-mail Id

Signaturehelliphelliphelliphelliphellip or failing him

2 Name helliphelliphelliphelliphelliphelliphelliphellip

Address

E-mail Id

Signature helliphelliphelliphelliphellip or failing him

3 Name helliphelliphelliphelliphelliphelliphelliphellip

Address

E-mail Id

Sig nature helliphelliphelliphelliphellip

as myour proxy to attend and vote (on a poll) for meus and on myour behalf at the 27th Annual General Meeting of the company to be

held on Friday the 30th day of September 2016 at 0500 pm at Registered Office of the Company 0598 Sector 18B Chandigarh

160018 and at any adjournment thereof in respect of such resolutions as are indicated below

Resolution No Resolution Vote

For Against

Ordinary Business

1 Approval of Annual Accounts for the year ended 31032016

2 To appoint a Director in place of Shri Rahulinder Singh Sidhu who retires byrotation

3 Ratification of Appointment of Auditors

Signed thishelliphellip day ofhelliphelliphellip 2016

Signature of shareholder -----------------------Signature of Proxy holder(s) ------------------

Note This form of proxy in order to be effective should be duly completed and deposited at the Registered Office ofthe Company not less than 48 hours before the commencement of the Meeting

Affix

Revenue Stamp

HIRA AUTOMOBILES LIMITED

8

[Pursuant to section 109(5) of the Companies Act 2013 and rule 21(1) (c) of theCompanies (Management and Administration) Rules 2014]

HIRA AUTOMOBILES LIMITED

CIN ndash L50101CH1989PLC009500

Registered Office- 0598 Sector 18B Chandigarh 160018

Email- hiraaccountsgmailcom website- wwwhiraautomobilescom

Tel No 0175-2209100101102

SNO Particulars Details

1 Name of the First Named Shareholder (In block letters)

2 Postal address

3 Registered folio No Client ID No(Applicable to investorsholding shares in dematerialized form)

4 Class of Share

I hereby exercise my vote in respect of Ordinary Special resolution enumerated below by recording my assent or dissent to thesaid resolution in the following manner

No Item No No of sharesheld by me

I assent to theresolution

I dissent from theresolution

Ordinary Business

1 Approval of Annual Accounts for the year ended31032016

2 To appoint a Director in place of Shri Rahulinder SinghSidhu who retires by rotation

3 Ratification of Appointment of Auditors

PlaceDate

(Signature of the Shareholder)

ATTENDANCESLIPName of the Company Hira Automobiles Limited

CIN L50101CH1989PLC009500

Registered Office- 0598 Sector 18B Chandigarh 160018

Email hiraaccountsgmailcom

website wwwhiraautomobilescom

Tel No 0175-2209100101102

(Please complete this attendance slip and hand it over at the entrance of the Hall)

I hereby record my presence at 27th Annual General Meeting of the Company held on Friday the 30th day of September 2016 at

0500 pm at Registered Office of the Company at 0598 Sector 18B Chandigarh 160018

Folio NoDP ID-Client ID

Full Name of the Shareholder in Block Letters

No of Shares Held

Name of Proxy (if any) in Block Letters

Signature of theShareholderProxyRepresentative

Strike out whichever is not applicable

27th ANNUAL GENERAL MEETINGTOBEHELDONFRIDAY THE30th DAYOFSEPTEMBER 2016 AT0500 PMATREGISTEREDOFFFICEOF THECOMPANY0598 SECTOR18B CHANDIGARH 160018

HIRA AUTOMOBILES LIMITED

10 HIRA AUTOMOBILES LIMITED

FINANCIAL HIGHLIGHTS

EXTRACTOFANNUALRETURN

MEETINGSOFTHEBOARDOFDIRECTORS

DIRECTORS RESPONSIBILITYSTATEMENT

The Extract of Annual Return as required under section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 in Form MGT-9 is annexed herewith for your kindperusal and information

During the Financial Year 2015-16 the Company held fifteen Board meetings of the Board of Directors as perSection 173 of Companies Act 2013 which is summarized below The provisions of Companies Act 2013 andlisting agreement were adhered to while considering the time gap between two meetings

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors of the Company confirms that-(a) In the preparation of the annual accounts the applicable accounting standards have been followed along

with proper explanation relating to material departures(b) The directors had 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 thecompanyat the end of the financial year and of the profit and loss of the company for that period

(c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the company and for preventingand detecting fraud and other irregularities

(d) The directors have prepared the annual accounts on a going concern basis and(e) The directors have laid down internal financial controls to be followed by the company and that such internal

financial controls are adequate and were operating effectively(f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws

and that such systems were adequate and operating effectively

11

30042015 30052015 31052015 21072015 31072015 15092015

30092015 31102015 02112015 30112015 02012016 02022016

15022016 22022016 10032016

HIRA AUTOMOBILES LIMITED

AUDITORSANDREPORTTHEREON

LOANS GUARANTEESANDINVESTMENTS

RELATEDPARTYTRANSACTIONS

CONSERVATIONOFENERGY TECHNOLOGYABSORPTIONANDFOREIGNEXCHANGEOUTGO

RISKMANAGEMENT

DIRECTORSANDKMP

DEPOSITS

Ms Pankaj Chugh amp Associates Chartered Accountants Patiala was appointed as Statutory Auditors for a

period of three years in the Annual General Meeting held on 30 September 2014 Their continuance of

appointment and payment of remuneration are to be confirmed and approved in the ensuing Annual General

Meeting There are no qualifications or adverse remarks in the Auditors Report which require any clarification

explanation The Notes on financial statements are self-explanatory and needs no further explanation Further

the Auditors Report for the financial year ended 31st March 2016 is annexed herewith for your kind perusal and

information

There were no loans guarantees or investments made by the Company under Section 186 of the Companies

Act 2013 for third party during the year under review and hence the said provision is not applicable

The Company has entered into various Related Parties Transactions as defined under Section 188 of the

Companies Act 2013 with related parties as defined under Section 2 (76) of the said Act Further all the

necessary details of transaction entered with the related parties are attached herewith in Form NoAOC-2 for

your kind perusal and information

The Information pursuant to Section 134(3) (m) pertaining to Conservation of Energy Technology Absorption

and Foreign Exchange Outgo is provided in annexure herewith

The Company has insurance policy for all the assets of the Company and all the insurance policies are renewed

well in advance

During the current financial year the following changes have occurred in the constitution of Board of Directors

and KMP of the company

The company has not accepted or renewed any deposits during the year and there are no unclaimed or unpaid

deposits at the end of the financial year

th

12

SNo Name Designation AppointmentResign Date of cessation1 Ramesh Kumar Director Resigned 31122015

HIRA AUTOMOBILES LIMITED

CORPORATESOCIALRESPONSIBILITY

RATIOOFREMUNERATIONTOEACHDIRECTOR

ANNUALEVALUATION

CORPORATEGOVERNANCE

INDEPENDENTDIRECTORSANDDECLARATION

The company does not meet the criteria of Section 135 of Companies Act 2013 read with the Companies(Corporate Social Responsibility Policy) Rules 2014 so there is no requirement to constitute Corporate SocialResponsibility Committee

The information required pursuant to Section 134(3) and Section 197(12) read with Rule 5 (1) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employees of the Companyand Directors is attached herewith Further information required under Rule 5 (2) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is nil as no employee of the Company isin receipt of remuneration as stated therein

Pursuant to the provisions of the Companies Act 2013 the Board has carried out an annual performanceevaluation of its own performance the directors individually as well as the evaluation of the working of its AuditNomination amp Remuneration Committee A separate exercise was carried out to evaluate the performance ofindividual Directors including the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgment safeguarding the interest of the Company and itsminority shareholders etc The performance evaluation of the Independent Directors was carried out by theentire Board The performance evaluation of the Chairman and the Non Independent Directors was carried outby the Independent Directors who also reviewed the performance of the Secretarial Department

Report on Corporate Governance along with the Certificate of Ms Pankaj Chugh amp Associates CharteredAccountants Patiala Statutory Auditors of the Company confirming compliance of conditions of CorporateGovernance asstipulated in the Listing Agreement with the Stock Exchanges forms part of the Board ReportThe information under Schedule V Part II Section II point IV is asunder

Shri Isher Singh Smt Rajbir Kaur and SmtRupinder Kaur were appointed as independent directors byshareholders on 30 September 2014 as per Section 149(10) of the Companies Act 2013 for a term of 5consecutive years on the Board of the Company The Board of Directors of the Company hereby confirms that allthe Independent directors duly appointed by the Company have given the declaration and they meet the criteriaof independence as provided under section 149(6) of the Companies Act 2013

a) Theremunerationpackageof thedirectorsareasfollows

13

Salary Rs 96000000 Rs 84000000

Bonus 000 000

Stock Options 000 000

Pension 000 000

HIRA AUTOMOBILES LIMITED

NOMINATIONANDREMUNERATIONCOMMITTEE

REMUNERATIONPOLICY

As per the section 178(1) of the Companies Act 2013 the Companys Nomination and Remuneration Committeecomprises of three Non-executive Directors The table sets out the composition of the Committee as on31032016

The date of meetings of committee and attendance of members is given in report on corporate governanceattached with the report

The Terms of Reference of the Nomination and Remuneration Committee are as under1 To identify persons who are qualified to become Directors and who may be appointed in senior management

in accordance with the criteria laid down recommend to the Board their appointment and removal and shallcarry out evaluation of every Directors performance

2 To formulate the criteria for determining qualifications positive attributes and independence of a Directorand recommend to the Board a policy relating to the remuneration for the Directors Key ManagerialPersonnel and other employees

3 The Nomination and Remuneration Committee shall while formulating the policy ensure thata The level and composition of remuneration is reasonable and sufficient to attract retain and motivate

Directors of the quality required to run the Company successfullyb Relationship of remuneration to performance is clear and meets appropriate performance benchmarks

andc Remuneration to Directors Key Managerial Personnel and senior management involves a balance

between fixed and incentive pay reflecting short and long-term performance objectives appropriate to theworking of the company and its goals

4 Regularly review the Human Resource function of the Company5 Discharge such other function(s) or exercise such power(s) as may be delegated to the Committee by the

Board from time to time6 Make reports to the Board as appropriate7 Review and reassess the adequacy of this charter periodically and recommend any proposed changes to

the Board for approval from time to time8 Any other work and policy related and incidental to the objectives of the committee as per provisions of the

Act and rulesmade there under

The remuneration paid to Executive Directors is recommended by the Nomination and RemunerationCommittee and approved by Board in Board meeting subject to the subsequent approval of the shareholders atthe General Meeting and such other authorities as may be required The remuneration is decided afterconsidering various factors such as qualification experience performance responsibilities shouldered industrystandards aswell as financial position of the Company

The Non Executive Directors have not been paid any Sitting Fees during the year

Termsof Reference

`

RemunerationtoExecutiveDirectors

RemunerationtoNonExecutiveDirectors

14

Isher Singh Chairman Independent Non ExecutiveRupinder Kaur Member Independent Non ExecutiveRajbir Kaur Member Independent Non Executive

HIRA AUTOMOBILES LIMITED

AUDITCOMMITTEE

SECRETARIALAUDITREPORT

VIGILMECHANISM

SHARESa BuyBackofSecurities

b Sweat Equity

c BonusShares

d EmployeesStockOptionPlan

ORDEROFCOURT

DETAILSOFADEQUACYOFINTERNALFINANCIALCONTROLS

SHARESINSUSPENSEACCOUNT

According to Section 177 of the Companies Act 2013 the companys Audit Committee comprised of threedirectors The board has accepted the recommendations of the Audit Committee The table sets out thecomposition of the Committee as on 31032016

The date of meetings of committee and attendance of members is given in report on corporate governanceattached with the report

There are certain observations in the Secretarial Audit Report which require corrective actions and the Board hasgiven necessary instructions in this regard Further the Secretarial Audit Report as provided by Mr RavinderKumar Company Secretary in Practice for the financial year ended 31st March 2016 is annexed herewith foryour kind perusal and information

As per Section 177(9) and (10) of the Companies Act 2013 and as per the Clause 49 of the Listing Agreementthe company has established Vigil Mechanism for directors and employees to report genuine concerns andmade provisions for direct access to the chairperson of the Audit Committee Company has formulated thepresent policy for establishing the vigil mechanism Whistle Blower Policy to safeguard the interest of itsstakeholders Directors and employees to freely communicate and address to the Company their genuineconcerns in relation to any illegal or unethical practice being carried out in the Company

The Company has not bought back any of itssecurities during the year under review

The Company has not issued any Sweat Equity Sharesduring the year under review

No Bonus Shares were issued during the year under review

The Company has not provided any Stock Option Scheme to the employees

There is no significant and material order passed by the regulators or courts or Tribunals impacting the goingconcern status and companys operation in future

Internal Financial Controls are adequate and are in consonance with the size and operations of the Company

i Aggregate number of shareholders and the outstanding shares in the suspense account lying at the

15

Isher Singh Chairman Independent Non ExecutiveRupinder Kaur Member Independent Non ExecutiveRajbir Kaur Member Independent Non Executive

HIRA AUTOMOBILES LIMITED

ii Number of shareholders who approached issuer for transfer of shares fromsuspense account during theyear=nil

iii Number of shareholders to whomshareswere transferred fromsuspense account during the year=niliv Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end

of the year=nil

i Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account atthe beginning of the year=nil

ii Number of shareholders who approached the issuer for transfer of shares from the Unclaimed SuspenseAccount during the year=nil

iii Number of shareholders to whom shares were transferred from the Unclaimed Suspense Account during theyear=nil

iv Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account atthe end of the year=nil

The material variations between the projectionsand the actual utilization are not applicable

The Code of Conduct of Hira Automobiles Limited is attached herewith

Management Discussion and Analysis Report is attached herewith

The Company has in place `Prevention of Sexual Harassment Policy` This Anti-Sexual Harassment policyof the Company is in line with the requirements of The Sexual Harassment of Women at the Workplace(Prevention Prohibition amp Redressal) Act 2013 All employees (permanent contractual temporary andtrainees) are covered under this policy An Internal Complaints Committee (ICC) is in place to redresscomplaints received regarding sexual harassment The following is a summary of sexual harassmentcomplaints received and disposed off during the year - No of complaints received Nil -No of complaintsdisposed off NA

Your Directors wish to express their grateful appreciation to the continued co-operation received from theBanks Government Authorities Customers Vendors and Shareholders during the year under review YourDirectors also wish to place on record their deep sense of appreciation for the committed service of theExecutives staff and Workers of the Company

SHARESINUNCLAIMEDSUSPENSEACCOUNT

MATERIALVARIATIONS

CODEOFCONDUCT

MANAGEMENTDISCUSSIONANDANALYSISREPORT

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION PROHIBITION ampREDRESSAL) ACT 2013

ACKNOWLEDGEMENT

16 HIRA AUTOMOBILES LIMITED

17

FORM NO MGT-9

i CIN L50101CH1989PLC009500

ii Registration Date 06071989

iii Name of the Company Hira Automobiles Limited

iv CategorySub-Category of the Company Indian Non Government Company

v Address of the Registered office and contact details 0598 Sector 18-B Chandigarh 160018Tele - 0175-2209100101102

vi Whether listed company Yes

vii Name Address and Contact details of Registrarand Transfer Agent If any

Ms Beetal Financial amp Computer ServicesPrivate LimitedBeetal House 3rd Floor99 Madangir BehindLocal Shopping Center Near Data HarsukhdasMandir New Delhi-110062 Ph 011-2996128182FAX011-29961284

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 or more of the total turnover of the company shall be stated-

1 Selling of Cars spare parts accessories etc 100NA

III PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

1 NIL NIL NIL NIL NIL

[Pursuant to section 92(3) of theCompanies Act 2013 and rule12(1) of the Companies (Mangementand Administration) Rules 2014]

I REGISTRATION AND OTHERS DETAILS

HIRA AUTOMOBILES LIMITED

18

Demat Physical Total of TotalShares

Demat Physical Total ofTotal

Shares

1) IndianIndividualHUF

2635700 2635700 9572 2635700 2635700 9572

CentralGovtState

Govt(s)Bodies CorpBanks FIAny Other

2635700 2635700 9572 2635700 2635700 9572

NRIs-IndividualsOther-

IndividualsBodies CorpBanks FIAnyOtherhellip

PublicShareholding

MutualFundsBanks FI

i Category-Wise Share Holding

Sub-Total)A)(2)

Central Govt

iv Shareholding Pattern (Equity Share Capital Breakup as percentage of Total Equity)

a) State Govt(s)b)Venture Capital

Funds

c) InsuranceCompanies

HIRA AUTOMOBILES LIMITED

19

d)FIIse)Foreign Venture

Capital Fundsf) Others (specify)

Sub-total(B)(1)

2 Non Institutionsa) Bodies Corp

(i) Indian

(ii) Overseas

500 500 002 500 500 002

(ii) Individual

(i) Individualshareholders

holding nominalshare capital uptoRs 2 lakh

116740 116740 424 116740 116740 424

shareholdersholding nominalshare capital inexcess of Rs 1lakh

c) Others(Specify)-NRI

500 500 002 500 002

Sub-total(B)(2) 117740 117740 428 117740 428TotalPublicShareholding(B)=(B)(1)+(B)(2)

117740 117740 428 117740 428

CShares heldby

CustodianforGDRsampADRsGrandTotal

(A+B+C) 2753440 2753440 100

500

117740

117740

2753440 2753440 100

b) Individuals

HIRA AUTOMOBILES LIMITED

20

Sr

No

Shareholderrsquos

Name

Shareholding at the beginning of the

year

Shareholding at the end of the year

No ofShares

of totalShares ofthecompany

of SharesPledged encumberedto totalshares

No ofShares

1 Rajinder KaurBhattal

826000 3000 000 826000

2 Kuldeep SinghBhattal

272100 988 000 272100

3 RahulinderSingh Sidhu

270000 981 000 270000

4 Simran Bajwa 265000 962 000 2650005 D S Sangha 51600 187 000 516006 Preet Sangha 25400 092 000 254007 Vikram Bajwa 24700 090 000 247008 Manjeet Kaur

Sangha862900 3134 000 862900

9 AmandeepSingh Sangha

21600 078 000 21600

10 Karamjit Singh 15400 056 000 1540011 Neha Sidhu 1000 004 000 1000

of totalShares ofthecompany

of SharesPledged encumberedto totalshares

change inshareholdingduring theyear

3000 000 000

988 000 000

981 000 000

962 000 000187 000 000092 000 000090 000 0003134 000 000

078 000 000

056 000 000004 000 000

No of shares No of shares of total sharesof the company

At the beginning of the year NIL NIL NIL NIL

At the End of the year

ii Shareholding of Promoters

iii Change in Promoters Shareholding (please specify if there is no change)

of total sharesof the company

NIL NIL NIL NIL

NIL NIL NIL NIL

Date wise Increase Decreasein Promoters Share holdingduring the year specifying thereasons for increasedecrease (eg allotmenttransfer bonus sweat equityetc)

HIRA AUTOMOBILES LIMITED

21

Indebtedness at thebeginning of the financialyeari) Principal Amountii) Interest due but not paidiii) Interest accrued but not

142138000 8157035200 8299173200

Total(i+ii+iii) 142138000 8157035200 8299173200Change in Indebtednessduring the financial year- Addition- Reduction (142138000)

2761646100(142138000)

Net Change (142138000) 2761646100 2619508100

Indebtedness at theend of the financial yeari) Principal Amountii) Interest due but not paidiii) Interest accrued but notdue

- 10918681300 10918681300

Total (i+ii+iii) - 10918681300 10918681300

iii INDEBTEDNESSIndebtedness of the Company including interest outstandingaccrued but not due for payment

2761646100

HIRA AUTOMOBILES LIMITED

22

Stock Option 000 000 000

Sweat Equity 000 000 000

Commission- as of profit- others specify

000 000 000

Others please specify 000 000 000

Total(A) 84000000 96000000 180000000

Ceiling as per the Act

REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A Remuneration to Managing Director Whole-Time Directors andor Manager

NEHA SIDHU RAHULINDERSINGH SIDHU

(b)Value of perquisites us17(2) Income-tax Act1961

( )17 3 Income- taxAct1961 000 000

Gross salary(a)Salary as per provisions contained

1961

84000000 96000000 180000000

(c)Profits inlieu of salary under section

000

000

000 000

in section17(1) of the Income-tax Act

HIRA AUTOMOBILES LIMITED

23

Independent DirectorsmiddotFee for attending board committee meetings

middotCommission

middotOthers please specify

NIL NIL NIL NIL NIL

Total(1) NIL NIL NIL NIL NILOther Non-Executive Directors

middotFee for attending board committee meetingsmiddotCommissionmiddotOthers please specify

NIL NIL NIL NIL NIL

Total(2) NIL NIL NIL NIL NIL

Total(B)=(1+2) NIL NIL NIL NIL NIL

Total Managerial Remuneration NIL NIL NIL NIL NIL

Over all Ceiling as per the Act NIL NIL NIL NIL NIL

CEO Company CFO TotalSecretary

Gross salary(a)Salary as per provisionscontained in section17(1)of

the Income tax Act 1961

000 000 285487 285487

000 000 000 000

Sweat Equity 000 000 000 000

- (b)Value of perquisites us

17(2)Income-taxAct1961

000

000

000

000

000

000

000

000

Commission- as of profit-others specifyhellip

000 000 000 000

Others please specify 000 000 000 000

Total 000 000 285487 285487

C Remuneration to Key Managerial Personal Other Than MDManagerWTD

(C)Profits inlieu of salary undersection 17(3) Income-taxAct 1961

Sweat EquityStock Option

IV PENALTIESPUNISHMENTCOMPOUNDINGOFOFFENCES--------------------------------------------NIL---------------------------------------

HIRA AUTOMOBILES LIMITED

B Remuneration to other directors

24

Parti culars Details

A Name(s) of the related party and nature of relationship Rahul Sidhu Enterprises Pvt Ltd

B Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not SpecifiedD Salient terms of the contracts or arrangements or transactions

including the value if anyAt bank rate of Interest

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the Board 30042015G Amount paid as advances if any 226620-

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

2 Details of contracts or arrangements or transactions not at arms length basis

Par t i cul ars Details

A Name(s) of the related party and nature of relationship RSG Studios Pvt Ltd

B Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not Specified

D Salient terms of the contracts or arrangements or transactionsincluding the value if any

At bank rate of Interest

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the Board 30042015

G Amount paid as advances if any 971927-

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

HIRA AUTOMOBILES LIMITED

NA

NA

CONSERVATIONOFENERGY TECHNOLOGYABSORPTIONANDFOREIGNEXCHANGEOUTGO

(A) Conservationof energy

(B) Technologyabsorption

(C) ForeignexchangeearningsandOutgo

Steps taken impact on conservation of energy with special reference to the following(i) Steps taken by the company for utilizing alternate sources of energy including waste generated - NIL(ii) Capital investment on energy conservation equipment - NIL

1 Efforts in brief made towards technology absorption - NIL2 Benefits derived as a result of the above efforts eg product improvement cost reduction product

development import substitution etc - NIL3 In case of imported technology (imported during the last 3 years reckoned from the beginning of the

financial year) following information may be furnished(a) Details of technology imported - NIL(b) Year of import - NIL(c) Whether the technologybeen fully absorbed- NIL(d) If not fully absorbed areaswhere absorption hasnot taken place and the reasons therefore- NIL

4 Expenditure incurred on Research and Development

25

Earnings NIL

Outgo NIL

including the value if any

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the BoardG Amount paid as advances if any Nil

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

A Name(s) of the related party and nature of relationship Pacific Finlease Pvt LtdB Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not Specified

D Salient terms of the contracts or arrangements or transactions At bank rate of Interest

NA

HIRA AUTOMOBILES LIMITED

26

RATIOOF REMUNERATION

(i) the ratio of the remuneration of each director to the median remun--eration of the employees of the company for the financial year

4701

(ii) the percentage increase in remuneration of each director Chief FinancialOfficer Chief Executive Officer Company Secretary or Manager if anyin the financial year

Nil

(iii) the percentage increase in the median remuneration of employees inthe financial year

Nil

(iv) the number of permanent employees on the rolls of company 866(v) the explanation on the relationship between average increase inremuneration and company performance

NA

(vi) comparison of the remuneration of the Key Managerial Personnelagainst the performance of the company

As per individual performance

Nil

(viii) average percentile increase already made in the salaries of employeesother than the managerial personnel in the last financial year and itscomparison with the percentile increase in the managerial remunerationand justification thereof and point out if there are any exceptionalcircumstances for increase in the managerial remuneration

Nil

(ix) comparison of the each remuneration of the Key Managerial Personnelagainst the performance of the company

As per individual performance

(x) the key parameters for any variable component of remuneraavailed by the directors

tion Nil

(xi) the ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess ofthe highest paid director during the year

Nil

(xii) Affirmation that the remuneration is as per the remuneration policyof the company

Yes

Vii) Variations in the capitalisation of the company price earningsratio as at the closing date of the current financial year and previousfinancial year and percentage increase over in the marketquotations of the shares of the company in comparison to the rate atwhich the company came out with last public offer incase of listecompanies and in case of unlisted companies the variations in the networth of the company as at the close of the current financial year andprevious financial year

HIRA AUTOMOBILES LIMITED

27 HIRA AUTOMOBILES LIMITED

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee StockPurchase Scheme) Guidelines 1999

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)

Regulations 1993 regarding the Companies Act and dealing with client(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009 and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998

(vi) Factories Act 1948 The Punjab Shops and Commercial Establishments Act 1958 The Payment of WagesAct 1936 The Minimum Wages Act 1948 Employees State Insurance Act 1948 The EmployeesProvident Fund amp Miscellaneous Provisions Act 1952 Payment of Bonus Act 1965 The Payment ofGratuity Act 1972 The Industrial Employment (Standing Orders) Act 1946 The Employment Exchange(Compulsory Notification of Vacancies) Act 1956 The Environment (Protection) Act 1986 The HazardousWastes (Management Handling amp Trans boundary Movement) Rules 2008 The Water (Prevention ampControl of Pollution) Act 1974 The Air (Prevention amp Control of Pollution) Act 1981 and The Punjab LabourWelfare Fund Act 1965

I have also examined compliance with the applicable clauses of the following

(i) Secretarial Standards issued by The Institute of Company Secretaries of India(ii) The Listing Agreement entered into by the Companywith BSE Limited

During the period under review the Company has complied with the provisions of the Act RulesRegulations Guidelines Standards etc mentioned above except to the extent as mentioned below

1 That Company has not complied with Regulation 38 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 relating to maintaining of minimum publicshareholding by a listed Company

2 That Company Secretary of the Company has resigned and new Company Secretary is to be appointed asrequired under Section 203 of The Companies Act 2013

3 That Company has not deducted and deposited labour welfare fund as required under The Punjab LabourWelfare Fund Act 1965

4 That Statutory bonus as required under Payment of Bonus Act 1965 has not been paid by the Companyduring the year

5 That there are related party transactions which are not in ordinary course of business and which are not atarms length basis

6 That there is carry forward of loans given to parties which are covered under section 185 of the CompaniesAct 2013

7 That the Company has 14 locations and some locations need to get registration under The Punjab Shopsand Commercial Establishments Act 1958 and some locations require factory license under Factories Act1948 whereas some locations require consent authorization for operation of a facility under pollution lawsand The Hazardous Wastes (Management Handling amp Trans boundary Movement) Rules 2008

8 That the periodical returns required to be filed under The Employment Exchange (Compulsory Notificationof Vacancies) Act 1956 has not been filed and are pending

I further report thatThe Board of Directors of the Company is duly constituted with proper balance of Executive Directors NonExecutive Directors and Independent Directors The changes in the composition of the Board of Directors thattook place during the period under review were carried out in compliance with the provisions of the Act

-

28 HIRA AUTOMOBILES LIMITED

Adequate notice is given to all directors to schedule the Board Meetings agenda and detailed notes on agendawere sent at least seven days in advance and a system exists for seeking and obtaining further information andclarifications on the agenda items before the meeting and for meaningful participation at the meeting

Majority decision is carried through while the dissenting members views are captured and recorded as part ofthe minutes

I further report that there are adequate systems and processes in the company commensurate with the size andoperations of the company to monitor and ensure compliance with applicable laws rules regulations andguidelines

This report is to be read with our letter of even date which is annexed as and forms an integralpart of this report

29 HIRA AUTOMOBILES LIMITED

30 HIRA AUTOMOBILES LIMITED

HIRA AUTOMOBILES LIMITEDCODEOF CONDUCT

PERSONTOWHOMTHECODEISAPPLICABLE

( ) GENERALSTANDARDOFCONDUCT

( ) APPLICABLELAWS

( ) CONFLICTOFINTEREST

( ) PROTECTINGCONFIDENTIALINFORMATION

This code is applicable to the following persons (hereinafter referred to as Officers of the company)-All the Board Members-The entire Core group Members of the Companyand heads of the department

1 Officers are expected to exercise good judgment to ensure the safety and welfare of employees consumerscustomers suppliers shareholders lenders and other stakeholders and to maintain a co-operativeefficient positive harmonious and productive work environment practice integrity in inter-personalrelationships work on the principal of mutual trust transparencyand teamwork

2 Officers are expected to acquire and maintain professional competence3 Officers are expected to observe discipline and conduct themselves both on and off-duty in a manner to

uphold the high image of the company4 Officers are expected to assist the company in identifying controlling mitigating and managing business

risks within the companys risk management policy framework5 Officers are expected to assist the company in providing to its employees a work environment free of

harassment and free of discrimination based on race religion creed color physical or mental disability agesex etc

6 Officers should not engage in selling or distribution or be in possession of or use narcoticspsychotropicdrugs or be under influence of alcohol while on duty

7 As Officers represent the Company before the public and various authorities they are expected to dressneatly and appropriately in a manner consistent with the nature of their work and the image of the company

8 Officers should not claim from the company unauthorized personal expenses9 Customersupplierinvestor Relationships- Officers who need to deal with customers suppliers and investors

should understand that they are dealing and therefore should uphold the image and goodwill generated andbuilt-up by the Companyover the year

Officers must acquire adequate Knowledge of all the applicable laws rules regulations order and notificationsunder regulatory framework as applicable to their functions and duties and should follow and comply with thesame and avoid violation breach or infringement thereof

Officers of the Company will avoid conflict of interest Conflict of interest is said to exit when personal interest mayhave a potential conflict with the interest of the company at large Where any transaction involves conflict ofinterest prior approval of the Managing Directors Executive Director and in case of a Director of the Boardshould be obtained

The Companys confidential information is a vita and asset It may relate to product product formula processproduct plans and road maps cost and financial information information as to customers suppliers dealers andemployees business arrangements and agreements as well as to patents trademarks copyrights and tradesecrets For the purpose of this Code confidential information would also include the information obtained by theCompany from a third party under a Non Disclosure Agreement Such confidential information should beprotected and safeguarded against unauthorized personal use and should not be disclosed to any one expect (i)with prior authorization (ii) in the ordinary course of carrying on the business of the Company In the course ofconducting the Companys Business Officers may come in possession of confidential information about itsemployees customers suppliers etc Officers should handle the same with utmost responsibility and prevent itsmisuse

I

II

III

IV

31 HIRA AUTOMOBILES LIMITED

( ) PREVENTIONOFINSIDERTRADING

( ) COMPANYSASSETS

( ) NONCOMPLIANCE

( ) ANYAMENDMENTSORMODIFICATIONTOTHECODEOFCONDUCT

( )ACKNOWLEDGEMENTOFRECEIPTOFCODEOFCONDUCTANDETHICS

1 COMPANY PHILOSOPHY ONCODEOF GOVERNANCE

2 BOARDOF DIRECTORS

V

VI

VII

VIII

IX

Officers are privy to price sensitive inside information and should not use it to make personal gains TheCompany has framed Code of Conduct for prevention of insider trading in the Securities of the CompanyOfficers should follow the same in letter and spirit

Protecting and safeguarding the Companys assets and properties and preventing their unauthorized usepersonal use is one of the key and prime responsibility of Officers Officers are personally responsible of theCompanys funds under their control Officers should use electronic communication facilities like e-mail Internetetc in a legal ethical and appropriate manner and not expose the Company to liability resulting from the illegalunauthorized or unethical use thereof

In case of non-compliance of any of the provisions of this Code of conduct the same shall be reported to theChairman of the Board of Directors of the Company

This Code of Conduct is subject to modification The Board of Directors has the requisite power and the authorityto update and amend the Code of Conduct from time to time

I have received and read the Companys Code of Conduct and Ethics and have understood the standards andpolicies contained therein I agree to comply with the Companys Code of Conduct and Ethics I hereby affirm tothe Company compliance with the Code Conduct and Ethics on an annual basis and also undertake to renewsuch affirmation in the first weekof April every year

Pursuant to Regulation 34 read with Schedule V to the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 a Report on Corporate Governance is givenbelow

The report on Corporate Governance is requirement under Listing Agreement entered into with stockExchange and forms part of the report of the Board of Directors to the shareholders of the Company Thisreport gives an insight into the organizational structure of the Company The vision of the company is to be afinancially sound profitable growth oriented company committed to building and maximizing sustainablevalue for all the shareholders In its endeavor to attain the goal visualized the company is laying maximumemphasis on the effective system of Corporate Governance

(a) CompositionThe present strength of Board of Directors of the Company is five comprising of two Promoter Directors and threeIndependent Directors having diversified professional experience Out of total strength of five Directors two areexecutive and three are Non-Executive The composition of Board of Directors as on 31 March 2016 is asunder

REPORT OF THEBOARDOFDIRECTORS ONCORPORATEGOVERNANCE

st

32 HIRA AUTOMOBILES LIMITED

SN Name DIN Designation Nature of Directorship

1 Rahul Inder SinghSidhu

00447452Chairman and ManagingDirector

Promoter Executive

2 Neha Sidhu 00460875 Whole-time director Promoter Executive

3 Isher Singh 02990779 Director Independent Non Executive4 Rajbir Kaur 06397998 Director Independent Non Executive

5 Rupinder Kaur 06403845 Director Independent Non Executive

6 Ramesh Kumar 00126036 Director Independent Non Executive

Sh Ramesh Kumar has resigned on 31122015 from the office of Director(b) Attendance of each Director at the Board Meetings held during the year 2015-16 and last Annual General

Meeting and number of other Boards or Board Committees in which heshe is a member is as under-

The detail of number of shares and convertible instruments held by non ndash executive directors is given asbelow

Shri Rahulinder Singh Sidhu Managing Director of the Company and Smt Neha Sidhu Whole Time Director on theBoard of Directors are related to each other as husband and wife

(c) During the year fifteen meetings of the Board ofDirectors were held on the following dates-

The familiarization programme imparted to independent directors is disclosed on weblinkof the Company

wwwhiraautomobilescom

33

30042015 30052015 31052015 21072015 31072015 15092015

30092015 31102015 02112015 30112015 02012016 0202201615022016 22022016 10032016

SN Name of non ndash executive Director No of Equity Shares Held No of convertibleinstruments Held

1 Rajbir Kaur Nil NA

2 Rupinder Kaur Nil NA3 Isher Singh Nil NA

Total Nil NA

SN

Name of Director No of BoardMeeting attended

No of otherDirectorship

Membershipin other

Committees

Attendance atlast AGM

1 Rahulinder Singh Sidhu 15 4 - Yes

2 Neha Sidhu 12 4 - Yes

3 Isher Singh 12 - 3 -

4 Rajbir Kaur 6 - 3 -

5 Rupinder Kaur 6 - 3 -

6 Ramesh Kumar 1 4 - -

HIRA AUTOMOBILES LIMITED

34

3 AUDITCOMMITTEE

4NOMINATIONANDREMUNERATIONCOMMITTEE

Remunerationpolicy

The terms of reference of the audit committee include all the matters as provided under Section 177 (4) of TheCompanies Act 2013 and the rules made there under and SEBI (LODR) Regulations 2015

As on 31 March 2016 In compliance with the provisions of Section 177(2) of the Companies Act 2013 AuditCommittee comprises of three Non-Executive Independent Directors five meetings of Audit Committee wereheld during the year under consideration on following dates

The details of members of the audit committee and their attendance is as under-

The terms of reference of Nomination and Remuneration Committee covers all the matters provided under theCompanies Act 2013 and the rules made there under and SEBI (LODR) Regulations 2015

As on 31 March 2016 in compliance with the provisions of Section 178(1) of the Companies Act 2013Nomination and Remuneration Committee comprises of three Non-Executive Independent Directors Twomeetings of Nomination and Remuneration Committee were held during the year under consideration on 30May 2015 and 10 March 2016The details of members of the audit committee and their attendance is as under-

Remuneration policy ensures that the level and composition of remuneration is reasonable and sufficient toattract retain and motivate directors of the quality required to run the company successfully and that relationshipof remuneration to performance is clear and meets appropriate performance benchmarks and that remunerationto directors key managerial personnel and senior management involves a balance between fixed and incentivepay reflecting short and long-term performance objectives appropriate to the working of the company and itsgoals

CompositionandMeetings

CompositionandMeetings

st

st

th

th

30052015 31072015 31102015 15022016 28032016

Name of Directors Position held in theCommittee

Category MEETINGSHeld Attended

Isher Singh Chairman Independent NonExecutive

Five Five

Rupinder Kaur Member Independent NonExecutive

Three Three

Rajbir Kaur Member Independent NonExecutive

Three Three

Name of Directors Position held in theCommittee

Category MEETINGS

Held Attended

Isher Singh Chairman Independent NonExecutive

Two Two

Rupinder Kaur Member Independent Non

Executive

Two Two

Rajbir Kaur Member Independent NonExecutive

Two Two

HIRA AUTOMOBILES LIMITED

35

5 REMUNERATIONOFDIRECTORS

6 STAKEHOLDERS GRIEVANCECOMMITTEE

7 GENERALBODYMEETINGS

There is no pecuniary relationship or transaction of the company with its independent directors other thanpayment of sitting fee to them for attending Board and Committee meetings Following Executive Directors werepaid as per detail given below

and no commission on profits is paid to any of the Directors No stock option has been given to any of theDirectors including Executive Directors

As on 31 March 2016 in compliance with the requirement of Section 178(5) of The Companies Act 2013Stakeholder Relationship Committee comprises of three Non-Executive Independent Directors to consider andresolve the grievances of security holders of the companyper detail given below

Sh Rahul Inder Singh Sidhu Managing Director has been appointed as Compliance officer for the purpose ofcomplying with various provisions of the Guidelines Regulations issued by Securities and Exchange Board ofIndia Listing Agreement with Stock Exchanges

The Company has not received any complaint during the year from the shareholders and there is no pendingcomplaint with the Company

(i) Location and time where last three Annual General Meetings were held is given below-

(i) Compositionst

(ii) ComplianceOfficer

(iii) Complaints

SN

NAME OFDIRECTOR

DESIGNATION SALARY Rs BENEFITS BONUS STOCKOPTIONS

PENSION

1 RahulinderSingh Sidhu

ManagingDirector

960000- - - - -

2 Neha Sidhu Whole TimeDirector

840000- - - - -

Name Category Designation

Isher Singh Independent Non Executive Chairman

Rupinder Kaur Independent Non Executive Member

Rajbir Kaur Independent Non Executive Member

Financial Year Date Time Venue

2012-13 30092013 1100 A M 20 Sector 8A Chandigarh 1100022013-14 30092014 500 PM 20 Sector 8A Chandigarh 110002

2014-15 30092015 500 PM 20 Sector 8A Chandigarh 110002

HIRA AUTOMOBILES LIMITED

36

(ii) Following Special Resolutions were passed in the previous 3 Annual General Meeting

(iii) No special resolution has been passed last year through postal ballot and no special resolution isproposed to be conducted through postal ballot

Quarterly results are normally published in the newspapers and also sent to BSE Limited Physical copy ofannual report which inter alia includes the Directors Report Corporate governance report Audited AccountsCash Flow Statements etc was sent to shareholders by post and also to BSE Limited The quarterly results andannual report isalso available on companys website at under investors section

Date 30092016 Time 0500 PM Day Friday and Venue Registered Office of the Company at 0598 Sector18B Chandigarh 160018

The companys Financial Year starts from 1 April every year and conclude on 31 March next year

The Register of Members and the Share Transfer Books of the Company shall remain closed from 29 day ofSeptember 2016 to 30 day of September 2016 (both days inclusive)

No dividend has been recommended by the Board this year and therefore information under this sub clause is nil

The shares of the Company are listed at BSE Limited only as other regional stock exchanges viz Delhi StockExchange Association Limited Ludhiana Stock Exchange Association Limited and Ahmedabad StockExchange Limited had been de-recoganised in the process of de-recoganition by Securities and ExchangeBoard of India The Company haspaid listing fee to BSE Limited

The Stock Code of the Company on BSE Limited is 531743

There was no trading of shares of the Company and no market price data is available Further Securities of theCompany were not suspended from trading by BSE Limited during last year

The Company has appointed Ms Beetal Financial amp Computer Services Private Ltd New Delhi as CommonAgency (RTA) for Share Transfer work in both modes physical as well as electronically Detail of RTA is as underMs Beetal Financial amp Computer Services Private LimitedBeetal House 3 Floor99 Madangir Behind Local Shopping Center Near Data Harsukhdas MandirNewDelhi- 110062 Ph 011-2996128182 Fax 011-29961284

The companys shares in dematerialized form transferable through depository system and Shares in physicalform are processed by Ms Beetal Financial amp Computer Services Private Limited The Board has authorised ShRahulinder Singh Sidhu Managing Director of the company to approve share transfers and matter relatedtherewith

8 MEANSOFCOMMUNICATION

9 GENERALSHAREHOLDERINFORMATIONAnnual General Meeting

Financial Year

BookClosure

Dividend

Listing

StockCode

StockMarket Data

Registrar andShareTransfer Agents

ShareTransfer System

wwwhiraautomobilescom

st st

th

th

rd

30092013 Nil

30092014 1 Approval for Borrowing Money in excess of the aggregate of the paid up share capital andfree reserves of the Company 2 Amendments in Articles of Association

30092015 Nil

HIRA AUTOMOBILES LIMITED

37

ReconciliationofShareCapital Audit

Distribution of shareholding

Dematerializationof sharesandliquidity

GDRsADRs

Mr Ravinder Kumar Practising Company Secretary carries out the Reconciliation of Share Capital Audit asmandated by SEBI and reports on the reconciliation of total issued and listed Capital with that of total sharecapital admitted held in dematerialized form with NSDL and CDSL and those held in physical form This audit iscarried out on quarterly basis and the report thereof is submitted to the Stock Exchanges

Detail of distribution of share holding of equity share of the Company by size and ownership class as on31032016 is given as under

The Shares of the company have not been traded on stock exchange during the period under review TheCompany has not been allotted ISIN and number of shares held in dematerialized formis nil

The Company has not issued any GDRsADRsWarrants or any Convertible instruments

UP TO 5000 129 6293 38840 38840000 14106

5001 TO 10000 49 2390 44500 44500000 16162

10001 TO 20000 7 341 10000 10000000 0363220001 TO 30000 4 195 9000 9000000 03269

30001 TO 40000 2 098 6800 6800000 02470

40001 TO 50000 1 049 4400 4400000 01598

50001 TO 100000 1 049 5200 5200000 01889

100001 AND ABOVE 10 585 2634700 2634700000 956876

Indian Promoter-IndividualHUF 11 2635700 9572

Non Resident Individual 1 500 002

Bodies Corporate 1 500 002

Resident Individuals-HUF 190 116740 424

HIRA AUTOMOBILES LIMITED

38

Plant ShowroomLocationsShowroom Locations

Address for correspondence

Related Party Transactions

Compliance

Vigil Mechanism

WhistleBlower Policy

Mandatory Requirements

1 Hira Automobiles Limited Rajbaha Road Patiala Ph No 0175-22091002 Hira Automobiles Limited Malout Road Muktsar Ph No 01633-2620203 Hira Automobiles Limited Village Bhadak Rajpura Ph No 01762-2448814 Hira Automobiles Limited Radha Swami Satsang Road Nabha PhNo 01765-5059595 Hira Automobiles Limited Muktsar Road Malout Ph No01637-2637246 Hira Automobiles Limited Patiala Pehowa Road DevigarhPh No0175-26311527 Hira Automobiles Limited Bathinda Malout Road Gidderbaha8 Hira Automobiles Limited Nabha Road Bhadson9 Hira Automobiles Limited Cheeka road Samana

10 Hira Automobiles Limited Malout Road Killianwali

Following is the address for correspondenceRegistered Office ndash Hira Automobiles Limited 0598 Sector 18-B Chandigarh 160018

There are no materially significant related party transactions that may have potential conflict with the interests ofcompany at large There were transactions with related parties at market price at arms length basis which aredisclosed in Form AOC ndash 2 attached herewith The policy on dealing with related party transactions is availableon web link of the Company

The Company has complied with all the provisions of listing agreement and that no penalties and or strictureshas been imposed on the company by Stock Exchange or SEBI or any statutory authority on any matter relatedto capital markets during the last three years

Detail of Vigil Mechanismis provided in the same heading in Directors Report

Company has formulated the Whistle Blower Policy to safeguard the interest of its stakeholders Directors andemployees to freely communicate and address to the Company their genuine concerns in relation to any illegalor unethical practice being carried out in the Company and that no personnel has been denied access to the auditcommittee

The Company has complied with all the mandatory requirements as stipulated in SEBI (Listing and DisclosureRequirements) Regulations 2015

10 OTHERDISCLOSURES

wwwhiraautomobilescom

HIRA AUTOMOBILES LIMITED

39

MANAGEMENTDISCUSSIONANDANALYSIS REPORT

1 Industrystructureanddevelopment

2 Opportunitiesandthreats

3 Segmentwiseor product wiseperformance

4 Outlook

5 Risksandconcern

6 Internal control systemsandtheir adequacy

HIRA AUTOMOBILES LIMITED

40

7 Discussiononfinancial performancewithrespect tooperational performanceDue to overall recessionary economy and internal competition with the new dealer there has been minoradverse impact on the financial stability of the company with respect to operational performance as the workingcapital limits of the company has increased substantially where as there is no growth in sales In comparison tominor growth in operational performance Profitability of the company has been decreasing during the yearinspite of higher burden of interest expenditure salary and wages and other admistrative expenses

8 HumanRecourses

9 Management of theCompany

Human Resource is considered to be the most prized assetof the company by the management Hence the work-forceis being looked after well and ensured that they remain motivated The 360 degree appraisal system ensures theirsatisfaction and brings out their concerns and bikerings which are addressed by the management immediately Thisimproves the employee-management relationship and makes themwork for the better future of the company

As Company has a large network of branches spread over 14 locations in two district of Patiala and Muktsar eachlocation is being managed by a rich experienced deemed CEO who is also known deemed key managerial personnelAll the branches key Managerial Personnel are reporting directly to CMD sitting at Patiala corporate office of thecompany

HIRA AUTOMOBILES LIMITED

41

COMPLIANCECERTIFICATEBYCHIEFEXECUTIVEOFFICERANDCHIEFFINANCIALOFFICER

We Rahulinder Singh Sidhu Managing Director and Sandeep Rana Chief Financial Officer of the Companyhereby certify thatA We have reviewed financial statements and the cash flow for the year ended 31 March 2016 and that to thebest of our knowledge and belief(1) These statements do not contain any materially untrue statement or omit any material fact or containstatements that might be misleading(2) These statements together present a true and fair view of the company affairs and are in compliance withexisting accounting standards applicable laws and regulationsB There are to the best of our knowledge and belief no transactions entered into by the Company during theyear that are fraudulent illegal or volatile to the companyscode of conductC We accept responsibility for establishing and maintaining internal controls for financial Reporting and that wehave evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting andwe have disclosed to the auditors and the audit committee deficiencies in the design or operation of such internalcontrols if any of which they are aware and the steps they have taken or propose to take to rectify thesedeficienciesD We have indicated to the auditorsand the Audit committee(1) Significant changes in internal control over financial reporting during the year(2) Significant changes in accounting policies during the year and that the same have been disclosed in thenotes to the financial statements and(3) There were no instances of fraud of which they have become aware and the involvement therein of themanagement or an employee having a significant role in the companys internal control system over financialreporting

I Rahulinder Singh Sidhu Managing Director of the Company hereby declare that all Board Members andSenior Management Personnel have affirmed compliance with the code of conduct for the Directors and SeniorManagement Personnel as approved by the Board for the Financial Year ended 31 March 2016

For

st

st

HIRA AUTOMOBILES LIMITED

42

AUDITORS CERTIFICATEONCORPORATEGOVERNANCE

The Board of DirectorsHira Automobiles LimitedChandigarh

We have examined the compliance of conditions of Corporate Governance by Hira Automobiles Limited for thefinancial year ended March 31 2016 as stipulated in the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015

The compliance of conditions of Corporate Governance is the responsibility of the management Ourexamination was limited to procedures and implementation thereof adopted by the company for ensuring thecompliance of the conditions of the Corporate Governance It is neither an audit nor an expression of opinion onthe financial statements of the company

In our opinion and to the best of our information and according to the explanations given to us we certify that thecompany has complied with the conditions of Corporate Governance as stipulated in the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015

We further state that such compliance is neither an assurance as to the future viability of the company nor theefficiency of effectiveness with which the management has conducted the affairs of the company

HIRA AUTOMOBILES LIMITED

43 HIRA AUTOMOBILES LIMITED

4

5

OPINION

REPORTONOTHERLEGALANDREGULATORYREQUIREMENTS

44 HIRA AUTOMOBILES LIMITED

Annexureldquo Ardquoto the Independent Auditors Report on the Standalone Financial Statements of Hira Automobiles Limited(Referred to in paragraph 1 (f) under Report on Other Legal and Regulatory Requirements of our report of evendate)

REPORT ON THE INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING UNDER CLAUSE (i)OF SUBSECTION3 OF SECTION 143 OF THE COMPANIES ACT 2013 (ldquoTHE ACTrdquo)

We have audited the internal financial controls over financial reporting of hira automobiles LIMITED (ldquotheCompanyrdquo) as of March 31 2016 in conjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

The Companys management is responsible for establishing and maintaining internal financial controlsbased onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the ldquoGuidance Noterdquo) issued by the Institute of Chartered Accountants of India These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherence to Companyspolicies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financial information as requiredunder the Companies Act 2013

Our responsibility is to express an opinion on the Companys internal financial controls over financial reportingbased on our audit We conducted our audit in accordance with the Guidance Note and the Standards onAuditing prescribed under Section 143(10) of the Companies Act 2013 to the extent applicable to an audit ofinternal financial controls Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if such controls operatedeffectively in all material respects Our audit involves performing procedures to obtain audit evidence about theadequacy of the internal financial controls system over financial reporting and their operating effectiveness Ouraudit of internal financial controls over financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditors judgement including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internalfinancial controlssystem over financial reporting

MANAGEMENTSRESPONSIBILITYFORINTERNALFINANCIALCONTROLS

AUDITORS RESPONSIBILITY

45 HIRA AUTOMOBILES LIMITED

MEANINGOFINTERNALFINANCIALCONTROLSOVERFINANCIALREPORTING

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVERFINANCIAL REPORTING

OPINION

A companys internal financial control over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles A companys internal financial controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of thecompany (2) provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and that receipts andpayments of the company are being made only in accordance with authorisation of management and directors ofthe company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the companys assets that could have a material effect on the financialstatements

Because of the inherent limitations of internal financial controls over financial reporting including thepossibility of collusion or improper management override of controls material misstatements due to error orfraud may occur and not be detected Also projections of any evaluation of the internal financial controlsover financial reporting to future periods are subject to the risk that the internal financial control over financialreporting may become inadequate because of changes in conditions or that the degree of compliance withthe policies or procedures may deteriorate

in our opinion to the best of our information and according to the explanations given to us the Companyhas in all material respects an adequate internal financial controls system over financial reporting and suchinternal financial controls over financial reporting were operating effectively as at March 31 2016 based onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note

46 HIRA AUTOMOBILES LIMITED

Annexure B To Auditors ReportAnnexure referred to in paragraph 3 of our report of even date

1 (a) The Company has maintained proper records showing full particulars including quantitativedetailsand situation of fixed assets at Corporate Office and in the process of maintaining at outlets

(b) We have been informed that the fixed assets of the company have been physically verified by themanagement at reasonable intervals and no material discrepancies were noticed on such verification

2 (a) As informed to us physical verification of inventory of the company has been conducted by themanagement at reasonable intervals (b) In our opinion and according to the explanations givento us the procedures of Physical verification of inventory followed by the management arereasonable and adequate in relation to the size of the company and the nature of its business

(c) In our opinion and according to the explanations given to us the Company is maintainingproper records of inventory We have been informed that no material discrepancies have been noticedon physical verification as compared to records

3 (a) According to the information and explanation given to us the Company has advanced inter corporatedeposits to three companies covered in the register maintained under section 189 of the CompaniesAct2013 and there is no stipulation as to the time period for recovery of principal and interest amount ofunsecured loan given

(b) Further as there is no stipulation as to the time period for recovery of principal amount ofunsecured loan given we are unable to comment on the overdue amount in respect of thesaid loan

4 In our opinion and according to the information and explanations given to us the Company has compliedwith the provisions of Sections 185 and 186 of the CompaniesAct 2013 in respect of grant of loans makinginvestments and providing guarantees and securities

5 According to the information and explanation given to us the Company has not accepted deposits frompublic Advances from customers for sale of vehicles and against sale promotion schemes run by theCompany to promote its sale are received and paid in the ordinary course of business

6 The maintenance of cost records under section 148(1) of the CompaniesAct 2013 has not been prescribedby the Central government for the Companysince it is not manufacturing Company

7 (a) According to the information and explanations given to us the company is generally regular indepositing all statutory dues including provident fund investor education and protection fundemployees state insurance income tax sales tax wealth tax custom duty excise duty cess and anyother statutory due with appropriate authority during the year

(b) According to the information and explanations given to us there are no disputed amount payables inrespect of provident fund investor education and protection fund employees state insurance incometax sales tax wealth tax customduty excise duty cess by the Company

(c ) No amount was lying with the company which was required to be transferred to investor education andprotection fund in accordance with the relevant provisions of the CompaniesAct 1956 (1 of 1956) andrulesmade there under

8 As informed to us the companyhas not defaulted in repayment of dues to financial institutions or banks

9 As informed to us the company has not given any guarantee for loans taken by others from bank orfinancial institutions

47 HIRA AUTOMOBILES LIMITED

10 As informed to us the proceeds of the term loans taken by the company are applied for the purpose forwhich the loans were obtained

11 Based on the audit procedures performed for the purpose of reporting the true and fair view of the financialstatements and as per the information and explanation given by the management we report that no fraudby the company has been noticed or reported during the course of our audit

48 HIRA AUTOMOBILES LIMITED

49

Particulars Note No As at As atMarch 312016 March 312015

I EQUITY AND LIABILITIES(1) Shareholders funds

(a) Share capital 2 2753440000 2753440000(b) Reserves and Surplus 3 6240053700 5676970200

(2) Non-current liabilities(a) Long term borrowings 4 10202167800 9006585600(b) Deferred tax liabilities (net) 5 1662638300 1542080600(c) Other long-term liabilities 6 5734992800 5067035200

(d) Long-term provisions 7 1339912400 1244415300(3) Current liabilities

(a) Short term Borrowings 8 49363423500 59501393100(b) Trade payables 9 1502741100 6123301200(c) Other current liabilities 10 3671194600 4679162300(d) Short term provisions 11 823155600 789863800

Total 83293719800 96384247300ASSETS

(1) Non-Current assets(a) Fixed assets

(i) Tangible assts 12 16817879700 16711642800(ii) Intangible assets 13 - -

(b) Non-current investments 14 1120000 1120000(d) Long-term loans and advances 15 2618538200 2251312400

(2) Current assets(a) Inventories 16 41208502100 40489156300(b) Trade Receivables 17 14372057700 13922503000(d) Cash and Cash equivalents 18 3697504100 11556587000(e) Short-term Loans and Advances 19 4497240800 11399114400(f) Other Current assets 20 80877200 52811400

Total 83293719800 96384247300

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

(IN RUPEES)

Chairman and Managing Director

Balance Sheet

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies 1

50

Particulars Note No Year Ended Year EndedMarch 312016 March 312015

I Revenue from operations 21 310372896800 323733670200II Other income 22 136994600 525412000III Total Revenue(I+II) 310509891400 324259082200IV Expenses

a Cost of Material Consumed 23 1357073500 1293751900b Purchase of Stock-in-Trade 24 281848216100 294479334400c Changes in Inventories of Finished Goods 25 (719345800) (186205700)d Employee Benefits Expenses 26 12664754100 12944732800e Finance Costs 27 5604834800 4157234900f Depreciation and Amortization expense 12 1358225700 1559476600g Other Expenses 28 7395406500 8383136200

Total Expenses 309509164900 322631461100V Profit before tax (III-IV) 1000726500 1627621100

VI Tax expense(a)Current tax 275985000 473844400(b)Deferred tax 120557700 -

VII Profit for the Year(V-VI) 604183800 1153776700VIII Prior period tax expenses 41100300 75346500IX Earnings per Equity Share(in Rupees) 563083500 1078430200

Basic 219 392Diluted 219 392

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

Profit amp Loss Account

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies

51

Particulars As at March 312016 As at March 312015A Cash Flow from Operating Activities

Net Profit before Tax 1627621100Adjustment forDepreciation 1559476600Interest expenses 4157234900Loss Profit on Sale of Fixed Assets -

Operating ProfitLoss before Working Capital Changes 7344332600Adjustment for(Increase)Decrease in Trade amp Other receivables 940107800(Increase)Decrease in Inventory (186205700)Increase(Decrease) in Trade Payables amp other provisions (4054306400)(Increase)Decrease in Other Loans amp Advances (4635970800)Cash generated from operations (592042500)Taxes Paid (549190900)Previous Year Taxes (Net) -Net Cash from Operating Activities (A) (1141233400)

B Cash Flow from Investing Activities(Purchase) of FixedCapital Expenditure (2227931100)Sale of Fixed Assets 883140700Sale(Purchase) of Investment (315826300)

Net Cash used in Investing Activities (B) (1660616700)C Cash Flow from Finance Activities

Proceeds from Long Term Borrowing (Net) (4869873700)Secured Loan 18024550800Unsecured Loan - 991878400Interest paid (4157234900)Net Cash from Financing Activities (C ) 9989320600

Net increase in Cash and Equivalents (A+B+C) 7187470500Opening Balance of Cash and Cash Equivalents 4369116500

Closing Balance of Cash and Cash Equivalents

1000726500

13582257005604834800

69725800

8033512800

(449554700)(719345800)

(5595236000)68738078008143184100(275985000)

(41100300)7826098800

(1622365700)88177300

(367225800)

(1901414200)

1959036900(10137969600)

(5604834800)(13783767500)

(7859082900)11556587000

3697504100 11556587000

Notes1 Figures in brackets indicate cash outflow2 The above Cash Flow Statement has been prepared under the indirect method set out in AS 3-Cash

Flow Statement as prescribed by Companies (Accouning Stanadards)Rules2006

This is the Cash Flow Statement referred to our report of even date

Cash Flow Statement

HIRA AUTOMOBILES LIMITED

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

For the Year Ended 31 March 2016st

52

Notes to Accounts2 SHARE CAPITAL

As at March 31 2016 As at March 312015(1)AUTHORISED6000000 Equity shares of Rs10-each 6000000000 6000000000

FULLY PAID UP

ISSUEDSUBSCRIBED -2753440 Equity shares of Rs10 each

6000000000 6000000000

2753440000 2753440000

2753440000 2753440000

Shares at the beginning of the accounting Period2753440 Equity shares of Rs10- each 2753440000 2753440000Additions during the year - -Shares outstanding at the end of year 2753440000 2753440000Total 2753440000 2753440000

(a) Rights Preferences and Restrictions Attached to sharesEquity Shares The Company has only one class of equity shares having a par value of Rs 10 per shareEach Shareholder is entitled to one vote per share In the event of liquidation of the company the holder ofequity shares will be entitled to receive any of the remaining of the Company after distribution of allpreferential amounts However no such preferential amount exist currently The distribution will be inproportion to the number of equity shares held by the equity shareholders(b) Detail of Shares held by Shareholders holding more than 5 of the Aggregate Shares in theCompany

Name of Shareholders No of Shares Shareholding as at March31 2016

Rajinder Kaur Bhattal 826000 3000Kuldeep Singh Bhattal 272100 988Rahul Sidhu 270000 981Simran Bajwa 265000 962Manjeet Kaur Sangha 862900 3134

3 RESERVES AND SURPLUSAs at March 312016 As at March 312015

General reserveAt the beginning of the accounting period 723675000

-

-

-

-

723675000Additions during the yearAt the end of the accounting period 723675000 723675000Surplus in Statement of Profit and LossAt the beginning of the accounting period 4953295200 3874865000Additions during the year 563083500 1078430200(balance in statement of profit amp loss ac)prior period expenses written offtransfer tofrom reservesAt the end of the accounting period 5516378700 4953295200

Total 6240053700 56769702004 LONG TERM BORROWINGS

As at March 312016 As at March 312015SECUREDTerm loan(Secured against hypof car and guaranteed bythe directors of the co)

(Secured against Focal Point Properties andguaranteed by directors)

-

5018479300

142138000

5774447600

UNSECUREDLoans from directors 5183688500 3090000000Loans from shareholders and public - -Total 10202167800 9006585600

Term loan

HIRA AUTOMOBILES LIMITED

53

5 DEFERRED TAX LIABILITIES (NET)As at March 312016 As at March 312015

Deferred tax liabilities 1662638300 1542080600Total 1662638300 1542080600

6 OTHER LONG TERM LIABILITIESAs at March 312016 As at March 312015

Sales promotion scheme- Customeradvances

5046479000 4415090000

Security from Employees 688513800 651945200Total 5734992800 5067035200

7 LONG TERM PROVISIONSAs at March 312016 As at March 312015

Gratuity provision 1339912400 1244415300Total 1339912400 1244415300

10 OTHER CURRENT LIABILITIESAs at March 312015

Current maturities of long term debts 880473400 1674618400Interest accrued and due on borrowings - -Value added tax and CST 2185026500 2517359600TDS payable 111535600 157798400Current year taxes payable(net of advance tax) - -

Other payables 494159100 329385900Total 3671194600 4679162300

11 SHORT TERM PROVISIONS

(a) Provisions for employee benefits 823155600 789863800

8 SHORT TERM BORROWINGSAs at March 312016 As at March 312015

Secured loans from banksPunjab National Bank -(secured against hypothecation of stockand book-debts)Gur Mandi Patiala 30680878500 29077205300Gagan Chowk Rajpura 1863121400 1705992300New Grain Market Muktsar and Malout 842363700 757042200Inventory funding 15977059900 27961153300(secured against hypothecation of stockand book-debts)Total 49363423500 59501393100

9 TRADE PAYABLESAs at March 312016 As at March 312015

Sundry Creditors 357269200 2822407500Advance from Parties-Interest free 1145471900 3300893700Total 1502741100 6123301200

HIRA AUTOMOBILES LIMITED

As at March 312016 As at March 312015

Total 823155600 789863800

As at March 312016

54 HIRA AUTOMOBILES LIMITED

14 NON CURRENT INVESTMENTAs at March 312016 As at March 312015

Investment in Shares 1120000 1120000Investment in Mutual Funds - -

Total 1120000 1120000

15 LONG TERM LOANS AND ADVANCESAs at March 312016 As at March 312015

Security Deposits 366283000 337485500(Unsecured considered good unlessOtherwise Stated)Intercorporate Deposits 2252255200 1913826900Total 2618538200 2251312400

16 INVENTORIESAs at March 312016 As at March 312015

(As taken valued amp certified by the management)

Stock in Trade (in respect of goodsacquired for trading )

38093012700 37213584000

Stores Spares amp Loose tools 3115489400 3275572300

Total 41208502100 40489156300

17 TRADE RECEIVABLESAs at March 312016 As at March 312015

(unsecured considered good unlessotherwise stated)(1)Debts outstanding for a period exceeding

six months from the date they are due 513584600 623548900(2)Other debts 13858473100 13298954100Total 14372057700 13922503000

55

18 CASH amp CASH EQUIVALENTS As at March 312016 As at March 312015

(a) Balance with BanksFixed deposits 1260950600 812770600(Earmarked balances with banksheld as margin moneyagainst borrowingsand other commitments)Current accounts 1243916600 6403274200Gold Coins 29547200 29547200(b) Cheques Draft on HandCheques in HandCash in hand

202088500961001200

30714258001239569200

Total 3697504100 11556587000

19 SHORT TERM LOANS amp ADVANCESAs at March 312016 As at March 312015

(Unsecured considered good unlessotherwise stated)advances recoverable in cash orin kind for the value to be received(1)Advance to parties 2541662700 9294257800(2) Receivable from revenue authorities 551783000 569108700(3)Current years taxes recoverable(net ofliability)

332615600 380504500

(4) Other advances 1071179500 1155243400Total 4497240800 11399114400

HIRA AUTOMOBILES LIMITED

56

20 OTHER CURRENT ASSETSAs at March 312016 As at March 312015

Prepaid Expenses 80877200 52811400

Total 52811400

21 REVENUE FROM OPERATIONSAs at March 312016 As at March 312015

Sale of products 290733945600 301324413800Sale of services 9681919400 10435033800

Other operating revenues 9957031800 11974222600310372896800 323733670200

Less Excise duty - -Total 310372896800 323733670200

22 OTHER INCOMEAs at March 312016 As at March 312015

Interest income 87335400 279807100Other Non-operating income 49659200 245604900Total 136994600 525412000

23 COST OF MATERIAL CONSUMEDAs at March 312016 As at March 312015

Purchases Raw-Materials and PackingMaterials

1357073500 1293751900

Add Opening balance of stock - -1357073500 1293751900

Less Closing balance of stock - -Total 1357073500 1293751900

80877200

24 PURCHASE OF STOCK IN TRADEAs at March 312016 As at March 312015

Purchases of Traded goods 281848216100 294479334400

Total 281848216100 294479334400

25 CHANGES IN INVENTORIESAs at March 312016 As at March 312015

Finished Goodsat the beginning of the accounting period - -at the end of the accounting period - -Stock-in-Tradeat the beginning of the accounting period 40489156300 40302950600at the end of the accounting period 41208502100 40489156300Total (719345800) (186205700)

26 EMPLOYEE BENEFIT EXPENSESAs at March 312016 As at March 312015

Salary and Wages 8156996000 9654096800HRA Expenses and other allowance 2733336200 1148756100Contribution to Provident fund 587123100 490338400Contribution to Employees state Insurance fund 157923000 161030000Workers and Staff Welfare 299823200 269213600Gratuity Expenses 95497100 64570600Bonus 420931500 903597900Employees Training and Uniform expenses 213124000 253129400Total 12664754100 12944732800

HIRA AUTOMOBILES LIMITED

57

27 FINANCE COSTSAs at March 312016 As at March 312015

Interest ExpenseInterest to Banks 4309580000 3483884100Interest on Unsecured loans 1196279800 577607600Interest to Customers (36290200) (95330900)Interest to MSIL (121679800) (50429300)Interest to Bank on Vehicle loan 29667800 43272600Bank Charges 227277200 198230800

Total 5604834800 4157234900

28 OTHER EXPENSESAs at March 312016 As at March 312015

Accessories Expenses 9551600 18313400Festival Expenses 30357200 8141000Donation 13123500 9144500Freight Inward 23896900 26399000Power amp Fuel 913761800 911434100Software Usage Charges 91413600 86473500Entertainment Exp 19129900 29106000Rent Rates amp Taxes 701191800 671145200General Expenses 162725500 138611000Godown Rent 57600000 48125000Insurance 161551400 173705300Legal expenses 43474400 60436900Misc Expenses 7073900 3598300News Paper amp Periodicals 9374100 7947200Outside Labour Expenses 284322400 102072700Payment to the Auditors 48313400 15000000Postage amp Courier Expenses 10683600 13298800Professional Charges 147965200 1006744000Printing amp Stationery 165125400 223093400Repair to Buildings and fixed assets 309177500 427256800MDS Expenses 21264900 35806500Telephone Expenses 326712100 525640000Workshop Expenses 325704400 579373600Vehicle Running Expenses 182200200 225090800Other expenses 18263600 405070100Advertisement ExpensesDiscounts

99310800745200400

118382500821623000

Customer welfare 146224200 161357500Demo Expenses amp PDI Expenses 372510300 437441500Sales Promotion 696744200 773152400Sale Commission amp Incentives 160190000 35180000Pool Cancellation and lifting charges 202092600 166694500Marketing Staff Tour expensesTrue Value Expenses

531070200358105500

581622300442725000

Total 7395406500 8383136200

HIRA AUTOMOBILES LIMITED

58 HIRA AUTOMOBILES LIMITED

Post-Employment BenefitsDefined Contribution PlansA defined contribution plan is a post-employment benefit plan under which the Company pays specifiedContributions to a separate entity The Company makes specified monthly contributions towards ProvidentFund Superannuation Fund and Pension Scheme The Companys contribution is recognized as an expense inthe Profit and Loss Statement during the period in which the employee renders the related service

The Company does not deal with Foreign Currency hence AS-11 ldquoEffect of changes in Foreign Exchangesissued bythe Institute of Chartered Accountantsof India isnot applicable

Cash Flow Statements has been prepared following the indirect method set out in the Accounting Standard-3 on ldquoCash Statements ldquoissued by the Institute of Chartered Accountants of India

(i) Income tax expenses for the period comprise of Current Tax amp Deffered Tax(ii) Current tax is measured at the amount expected to be paid to the tax authorities using the applicable tax

Rates of the Income TaxAct 1961(iii) Deferred Tax is calculated on the timing differences being the difference between accounting income and

taxable income which originates in one period and are capable of reversal in one or more subsequentaccounting periods in accordance with the provisions of Accounting Standard -22 on ldquoAccounting forTaxeson Incomerdquo issued by the Institute of Chartered Accountants of IndiaDeferred tax assets are recognized only to the extent that there is a reasonable certainty that sufficientfuture income will be available except that deferred tax assets in case there are unabsorbed depreciationor losses are recognized if there is virtual certainty that sufficient future taxable income will be available torealize the same

Depreciation on Fixed Assets is provided on the basis of Straight Line Method (SLM) Depreciation isprovided based on useful life of the assets as prescribed in Schedule II to the Companies Act 2013

Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and itis probable that an outflow of resources will be required to settle the obligation and a reliable estimate canbe made Provisions are not discounted to their present value and are determined based on the bestestimate required to settle the obligation at the reporting date These estimates are reviewed at eachreporting date and adjusted to reflect the current best estimatesContingent liabilities are disclosed unless the possibility of outflow of resources is remoteContingent assets are neither recognized nor disclosed in the financial statements

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value Animpairment loss is charged to the Profit and Loss Statement in the year in which an asset is identified asimpaired The impairment loss recognized in prior accounting period is reversed if there has been a changein the estimate of recoverable amount

G) ForeignCurrencyTransaction

H) CashFlowStatements

J) Depreciation

K) ProvisionsandContingent liabilities

L) Impairment ofAssets

I) TaxesonIncome

59 HIRA AUTOMOBILES LIMITED

M) EarningsPer Share

N) Segment Reporting

has been made in accordance with the requirement of Accounting Standard (AS) -20 on Earnings PerShare issued by the Institute of Chartered Accountants of India Diluted Earning per share is the same asBasic Earning per share because there is no potential equity shares which would have dilutive effect onearning per shares to equity shareholders

The Company is Authorized Dealer of Maruti Suzuki India Limited (MSIL) and hence is engaged in thebusiness of sale amp service of MSIL vehicles As the basic nature of sale of variants of vehicles is governedby the same set of risk amp returns these have been grouped as single segment as per AccountingStandard(AS-17) on segment reporting issued by the Institute of Chartered Accountants of India

2 Detail in respect of Opening Stock Sales and Closing Stock as follows

3 (a) During the year the company has recognized the following amounts as Defined Contribution Pan in theProfit and Loss Account

i) Employers Contribution to Provident Fund - Rs 5871 Lacsii) Employers Contribution to Employee State Insurance - Rs 1579 Lacs

The calculation of Earnings Per Share (EPS) as disclosed in the Balance Sheet Abstract

(b) During the year the Company has made provision for Gratuity in books asdesigned benefit plan

4 Subsequent to Accounting Standards -22 Accounting for Taxes on Income Issued by the Institute ofCharteredAccountants of India Deferred Tax Expenses of Rs 120557700 for the periods is recognized inthe profit and LossAmount

Calculation of Deferred TaxLiability is as followsWritten down value of Fixed Assets as on 31032016 (As per Company Act) 168178793Written down value of Fixed Assets as on 31032016 (As per Income Tax Act) 114371729bull Timing Difference 53807064bull Tax 3090 16626383bull Deferred Tax Liability as on 31032016 16626383bull Deferred Tax Liability as on 31042015 15420806bull Deferred Tax Liability to be provided for 1205577

5 Legal amp Professional Fees includes Payments to Auditors comprising as follows-i) Statutory Audit fee Rs 10000000ii) Tax audit and Vat audit Fee Rs 5000000

6 Related Party Disclosure in accordance with Accounting Standard-18

Pacific Finlease Pvt LtdRahul Sidhu Enterprises Pvt LtdRSG Studios Pvt Ltd

(a) Enterprises owned or Significantly Influenced by Directors and their Relatives

60 HIRA AUTOMOBILES LIMITED

Particulars Opening Stock Sales Closing StockQty

825VehiclesSpares ampAccessory

Amount(Rs In Lacs)

37213632756

Qty

5627

Amount(Rs In Lacs)2647068260272

Qty

1131

Amount(Rs In Lacs)

38093031155

b)

Pacific Finlease Pvt Ltd

Rahul Sidhu Enterprises Pvt Ltd

RSGStudios Pvt Ltd

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 1915Interest Recovered during the financial year 207

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 14379Interest Recovered during the financial year 035

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 6229Interest Recovered during the financial year 618

7 Calculation of Earning Per Share is as follows Profit after Tax as per Profit amp Loss Account as on 3132016 5630835

For Basic Earning Per share 2753440For Diluted Earning Per Share 2753440

Basic 219Diluted 219

8 Balance confirmation letters have been obtained from some of the parties on test check basis9 Figures of Previous year have been re-grouped and re classified wherever necessary in order to

conform to the current years presentation

As per our report of even date

No of Equity Share (Face value Rs 10- each)

Detail of transaction for the financial year 2015-16

Earning Per Share

61 HIRA AUTOMOBILES LIMITED

Page 6: HIRAAUTOMOBILESLIMITED - bseindia.com · S. Isher Singh Director Mrs. Neha Sidhu Whole time Director Mrs ... Name Rahulinder Singh Sidhu Age 34 Brief Resume Working as Director in

5

ANNEXURE TO ITEM NO 2 OF NOTICE

Name Rahulinder Singh SidhuAge 34

Brief Resume Working as Director in the company for the last fifteen years

Nature of his expertise in specific functionalareas

Vehicle industry

Date of first appointment on the Board 29092001

Qualifications Graduate

Experience fifteen years

As per Companyrsquos policy on appointment of Board members

Last drawn remuneration if applicable As mentioned in the Corporate Governance Report ( forming partof Annual Report 2015 -16)

Shareholding in the company held eitherhimself or on a beneficial basis for any otherpersons

270000 equity shares of Rs10- each

Relationship with other Directors Managerand other Key Managerial Personnel of thecompany

Related with Smt Neha Sidhu Whole Time Director of theCompany as Husband

The number of Meetings of the Boardattended during the Year

Fifteen ( for details please refer to the Corporate GovernanceReport forming part of Annual Report 2015 -16)

Names of companies in which the personalso holds the directorship and themembershipChairman of Committees ofthe Board

1 Rahul Sidhu Enterprises Private Limited2 Rahul Sidhu Media Private Limited3 Pacific Finlease Private Limited4 RSG Studios Private Limited

Chairmanshipmember of the Committeesof Board of Directors of other Indian PublicCompanies

NIL

Terms and conditions of appointment orre-appointment along with details ofremuneration sought to be paid

HIRA AUTOMOBILES LIMITED

6

PROXY FORM[Pursuant to section 105(6) of the Companies Act 2013 and rule 19(3) of the Companies (Management and Administration) Rules 2014]

Name of the Company Hira Automobiles Limited

CIN L50101CH1989PLC009500

Registered Office- 0598 Sector 18B Chandigarh 160018

Email hiraaccountsgmailcom

website wwwhiraautomobilescom

Tel No 0175-2209100101102

Name of the member (s)

Registered address

E-mail Id

Folio No Client Id

DP ID

IWe being the member (s) of helliphelliphelliphellip shares of the above named company hereby appoint

1 Name

Address

E-mail Id

Signaturehelliphelliphelliphelliphellip or failing him

2 Name helliphelliphelliphelliphelliphelliphelliphellip

Address

E-mail Id

Signature helliphelliphelliphelliphellip or failing him

3 Name helliphelliphelliphelliphelliphelliphelliphellip

Address

E-mail Id

Sig nature helliphelliphelliphelliphellip

as myour proxy to attend and vote (on a poll) for meus and on myour behalf at the 27th Annual General Meeting of the company to be

held on Friday the 30th day of September 2016 at 0500 pm at Registered Office of the Company 0598 Sector 18B Chandigarh

160018 and at any adjournment thereof in respect of such resolutions as are indicated below

Resolution No Resolution Vote

For Against

Ordinary Business

1 Approval of Annual Accounts for the year ended 31032016

2 To appoint a Director in place of Shri Rahulinder Singh Sidhu who retires byrotation

3 Ratification of Appointment of Auditors

Signed thishelliphellip day ofhelliphelliphellip 2016

Signature of shareholder -----------------------Signature of Proxy holder(s) ------------------

Note This form of proxy in order to be effective should be duly completed and deposited at the Registered Office ofthe Company not less than 48 hours before the commencement of the Meeting

Affix

Revenue Stamp

HIRA AUTOMOBILES LIMITED

8

[Pursuant to section 109(5) of the Companies Act 2013 and rule 21(1) (c) of theCompanies (Management and Administration) Rules 2014]

HIRA AUTOMOBILES LIMITED

CIN ndash L50101CH1989PLC009500

Registered Office- 0598 Sector 18B Chandigarh 160018

Email- hiraaccountsgmailcom website- wwwhiraautomobilescom

Tel No 0175-2209100101102

SNO Particulars Details

1 Name of the First Named Shareholder (In block letters)

2 Postal address

3 Registered folio No Client ID No(Applicable to investorsholding shares in dematerialized form)

4 Class of Share

I hereby exercise my vote in respect of Ordinary Special resolution enumerated below by recording my assent or dissent to thesaid resolution in the following manner

No Item No No of sharesheld by me

I assent to theresolution

I dissent from theresolution

Ordinary Business

1 Approval of Annual Accounts for the year ended31032016

2 To appoint a Director in place of Shri Rahulinder SinghSidhu who retires by rotation

3 Ratification of Appointment of Auditors

PlaceDate

(Signature of the Shareholder)

ATTENDANCESLIPName of the Company Hira Automobiles Limited

CIN L50101CH1989PLC009500

Registered Office- 0598 Sector 18B Chandigarh 160018

Email hiraaccountsgmailcom

website wwwhiraautomobilescom

Tel No 0175-2209100101102

(Please complete this attendance slip and hand it over at the entrance of the Hall)

I hereby record my presence at 27th Annual General Meeting of the Company held on Friday the 30th day of September 2016 at

0500 pm at Registered Office of the Company at 0598 Sector 18B Chandigarh 160018

Folio NoDP ID-Client ID

Full Name of the Shareholder in Block Letters

No of Shares Held

Name of Proxy (if any) in Block Letters

Signature of theShareholderProxyRepresentative

Strike out whichever is not applicable

27th ANNUAL GENERAL MEETINGTOBEHELDONFRIDAY THE30th DAYOFSEPTEMBER 2016 AT0500 PMATREGISTEREDOFFFICEOF THECOMPANY0598 SECTOR18B CHANDIGARH 160018

HIRA AUTOMOBILES LIMITED

10 HIRA AUTOMOBILES LIMITED

FINANCIAL HIGHLIGHTS

EXTRACTOFANNUALRETURN

MEETINGSOFTHEBOARDOFDIRECTORS

DIRECTORS RESPONSIBILITYSTATEMENT

The Extract of Annual Return as required under section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 in Form MGT-9 is annexed herewith for your kindperusal and information

During the Financial Year 2015-16 the Company held fifteen Board meetings of the Board of Directors as perSection 173 of Companies Act 2013 which is summarized below The provisions of Companies Act 2013 andlisting agreement were adhered to while considering the time gap between two meetings

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors of the Company confirms that-(a) In the preparation of the annual accounts the applicable accounting standards have been followed along

with proper explanation relating to material departures(b) The directors had 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 thecompanyat the end of the financial year and of the profit and loss of the company for that period

(c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the company and for preventingand detecting fraud and other irregularities

(d) The directors have prepared the annual accounts on a going concern basis and(e) The directors have laid down internal financial controls to be followed by the company and that such internal

financial controls are adequate and were operating effectively(f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws

and that such systems were adequate and operating effectively

11

30042015 30052015 31052015 21072015 31072015 15092015

30092015 31102015 02112015 30112015 02012016 02022016

15022016 22022016 10032016

HIRA AUTOMOBILES LIMITED

AUDITORSANDREPORTTHEREON

LOANS GUARANTEESANDINVESTMENTS

RELATEDPARTYTRANSACTIONS

CONSERVATIONOFENERGY TECHNOLOGYABSORPTIONANDFOREIGNEXCHANGEOUTGO

RISKMANAGEMENT

DIRECTORSANDKMP

DEPOSITS

Ms Pankaj Chugh amp Associates Chartered Accountants Patiala was appointed as Statutory Auditors for a

period of three years in the Annual General Meeting held on 30 September 2014 Their continuance of

appointment and payment of remuneration are to be confirmed and approved in the ensuing Annual General

Meeting There are no qualifications or adverse remarks in the Auditors Report which require any clarification

explanation The Notes on financial statements are self-explanatory and needs no further explanation Further

the Auditors Report for the financial year ended 31st March 2016 is annexed herewith for your kind perusal and

information

There were no loans guarantees or investments made by the Company under Section 186 of the Companies

Act 2013 for third party during the year under review and hence the said provision is not applicable

The Company has entered into various Related Parties Transactions as defined under Section 188 of the

Companies Act 2013 with related parties as defined under Section 2 (76) of the said Act Further all the

necessary details of transaction entered with the related parties are attached herewith in Form NoAOC-2 for

your kind perusal and information

The Information pursuant to Section 134(3) (m) pertaining to Conservation of Energy Technology Absorption

and Foreign Exchange Outgo is provided in annexure herewith

The Company has insurance policy for all the assets of the Company and all the insurance policies are renewed

well in advance

During the current financial year the following changes have occurred in the constitution of Board of Directors

and KMP of the company

The company has not accepted or renewed any deposits during the year and there are no unclaimed or unpaid

deposits at the end of the financial year

th

12

SNo Name Designation AppointmentResign Date of cessation1 Ramesh Kumar Director Resigned 31122015

HIRA AUTOMOBILES LIMITED

CORPORATESOCIALRESPONSIBILITY

RATIOOFREMUNERATIONTOEACHDIRECTOR

ANNUALEVALUATION

CORPORATEGOVERNANCE

INDEPENDENTDIRECTORSANDDECLARATION

The company does not meet the criteria of Section 135 of Companies Act 2013 read with the Companies(Corporate Social Responsibility Policy) Rules 2014 so there is no requirement to constitute Corporate SocialResponsibility Committee

The information required pursuant to Section 134(3) and Section 197(12) read with Rule 5 (1) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employees of the Companyand Directors is attached herewith Further information required under Rule 5 (2) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is nil as no employee of the Company isin receipt of remuneration as stated therein

Pursuant to the provisions of the Companies Act 2013 the Board has carried out an annual performanceevaluation of its own performance the directors individually as well as the evaluation of the working of its AuditNomination amp Remuneration Committee A separate exercise was carried out to evaluate the performance ofindividual Directors including the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgment safeguarding the interest of the Company and itsminority shareholders etc The performance evaluation of the Independent Directors was carried out by theentire Board The performance evaluation of the Chairman and the Non Independent Directors was carried outby the Independent Directors who also reviewed the performance of the Secretarial Department

Report on Corporate Governance along with the Certificate of Ms Pankaj Chugh amp Associates CharteredAccountants Patiala Statutory Auditors of the Company confirming compliance of conditions of CorporateGovernance asstipulated in the Listing Agreement with the Stock Exchanges forms part of the Board ReportThe information under Schedule V Part II Section II point IV is asunder

Shri Isher Singh Smt Rajbir Kaur and SmtRupinder Kaur were appointed as independent directors byshareholders on 30 September 2014 as per Section 149(10) of the Companies Act 2013 for a term of 5consecutive years on the Board of the Company The Board of Directors of the Company hereby confirms that allthe Independent directors duly appointed by the Company have given the declaration and they meet the criteriaof independence as provided under section 149(6) of the Companies Act 2013

a) Theremunerationpackageof thedirectorsareasfollows

13

Salary Rs 96000000 Rs 84000000

Bonus 000 000

Stock Options 000 000

Pension 000 000

HIRA AUTOMOBILES LIMITED

NOMINATIONANDREMUNERATIONCOMMITTEE

REMUNERATIONPOLICY

As per the section 178(1) of the Companies Act 2013 the Companys Nomination and Remuneration Committeecomprises of three Non-executive Directors The table sets out the composition of the Committee as on31032016

The date of meetings of committee and attendance of members is given in report on corporate governanceattached with the report

The Terms of Reference of the Nomination and Remuneration Committee are as under1 To identify persons who are qualified to become Directors and who may be appointed in senior management

in accordance with the criteria laid down recommend to the Board their appointment and removal and shallcarry out evaluation of every Directors performance

2 To formulate the criteria for determining qualifications positive attributes and independence of a Directorand recommend to the Board a policy relating to the remuneration for the Directors Key ManagerialPersonnel and other employees

3 The Nomination and Remuneration Committee shall while formulating the policy ensure thata The level and composition of remuneration is reasonable and sufficient to attract retain and motivate

Directors of the quality required to run the Company successfullyb Relationship of remuneration to performance is clear and meets appropriate performance benchmarks

andc Remuneration to Directors Key Managerial Personnel and senior management involves a balance

between fixed and incentive pay reflecting short and long-term performance objectives appropriate to theworking of the company and its goals

4 Regularly review the Human Resource function of the Company5 Discharge such other function(s) or exercise such power(s) as may be delegated to the Committee by the

Board from time to time6 Make reports to the Board as appropriate7 Review and reassess the adequacy of this charter periodically and recommend any proposed changes to

the Board for approval from time to time8 Any other work and policy related and incidental to the objectives of the committee as per provisions of the

Act and rulesmade there under

The remuneration paid to Executive Directors is recommended by the Nomination and RemunerationCommittee and approved by Board in Board meeting subject to the subsequent approval of the shareholders atthe General Meeting and such other authorities as may be required The remuneration is decided afterconsidering various factors such as qualification experience performance responsibilities shouldered industrystandards aswell as financial position of the Company

The Non Executive Directors have not been paid any Sitting Fees during the year

Termsof Reference

`

RemunerationtoExecutiveDirectors

RemunerationtoNonExecutiveDirectors

14

Isher Singh Chairman Independent Non ExecutiveRupinder Kaur Member Independent Non ExecutiveRajbir Kaur Member Independent Non Executive

HIRA AUTOMOBILES LIMITED

AUDITCOMMITTEE

SECRETARIALAUDITREPORT

VIGILMECHANISM

SHARESa BuyBackofSecurities

b Sweat Equity

c BonusShares

d EmployeesStockOptionPlan

ORDEROFCOURT

DETAILSOFADEQUACYOFINTERNALFINANCIALCONTROLS

SHARESINSUSPENSEACCOUNT

According to Section 177 of the Companies Act 2013 the companys Audit Committee comprised of threedirectors The board has accepted the recommendations of the Audit Committee The table sets out thecomposition of the Committee as on 31032016

The date of meetings of committee and attendance of members is given in report on corporate governanceattached with the report

There are certain observations in the Secretarial Audit Report which require corrective actions and the Board hasgiven necessary instructions in this regard Further the Secretarial Audit Report as provided by Mr RavinderKumar Company Secretary in Practice for the financial year ended 31st March 2016 is annexed herewith foryour kind perusal and information

As per Section 177(9) and (10) of the Companies Act 2013 and as per the Clause 49 of the Listing Agreementthe company has established Vigil Mechanism for directors and employees to report genuine concerns andmade provisions for direct access to the chairperson of the Audit Committee Company has formulated thepresent policy for establishing the vigil mechanism Whistle Blower Policy to safeguard the interest of itsstakeholders Directors and employees to freely communicate and address to the Company their genuineconcerns in relation to any illegal or unethical practice being carried out in the Company

The Company has not bought back any of itssecurities during the year under review

The Company has not issued any Sweat Equity Sharesduring the year under review

No Bonus Shares were issued during the year under review

The Company has not provided any Stock Option Scheme to the employees

There is no significant and material order passed by the regulators or courts or Tribunals impacting the goingconcern status and companys operation in future

Internal Financial Controls are adequate and are in consonance with the size and operations of the Company

i Aggregate number of shareholders and the outstanding shares in the suspense account lying at the

15

Isher Singh Chairman Independent Non ExecutiveRupinder Kaur Member Independent Non ExecutiveRajbir Kaur Member Independent Non Executive

HIRA AUTOMOBILES LIMITED

ii Number of shareholders who approached issuer for transfer of shares fromsuspense account during theyear=nil

iii Number of shareholders to whomshareswere transferred fromsuspense account during the year=niliv Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end

of the year=nil

i Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account atthe beginning of the year=nil

ii Number of shareholders who approached the issuer for transfer of shares from the Unclaimed SuspenseAccount during the year=nil

iii Number of shareholders to whom shares were transferred from the Unclaimed Suspense Account during theyear=nil

iv Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account atthe end of the year=nil

The material variations between the projectionsand the actual utilization are not applicable

The Code of Conduct of Hira Automobiles Limited is attached herewith

Management Discussion and Analysis Report is attached herewith

The Company has in place `Prevention of Sexual Harassment Policy` This Anti-Sexual Harassment policyof the Company is in line with the requirements of The Sexual Harassment of Women at the Workplace(Prevention Prohibition amp Redressal) Act 2013 All employees (permanent contractual temporary andtrainees) are covered under this policy An Internal Complaints Committee (ICC) is in place to redresscomplaints received regarding sexual harassment The following is a summary of sexual harassmentcomplaints received and disposed off during the year - No of complaints received Nil -No of complaintsdisposed off NA

Your Directors wish to express their grateful appreciation to the continued co-operation received from theBanks Government Authorities Customers Vendors and Shareholders during the year under review YourDirectors also wish to place on record their deep sense of appreciation for the committed service of theExecutives staff and Workers of the Company

SHARESINUNCLAIMEDSUSPENSEACCOUNT

MATERIALVARIATIONS

CODEOFCONDUCT

MANAGEMENTDISCUSSIONANDANALYSISREPORT

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION PROHIBITION ampREDRESSAL) ACT 2013

ACKNOWLEDGEMENT

16 HIRA AUTOMOBILES LIMITED

17

FORM NO MGT-9

i CIN L50101CH1989PLC009500

ii Registration Date 06071989

iii Name of the Company Hira Automobiles Limited

iv CategorySub-Category of the Company Indian Non Government Company

v Address of the Registered office and contact details 0598 Sector 18-B Chandigarh 160018Tele - 0175-2209100101102

vi Whether listed company Yes

vii Name Address and Contact details of Registrarand Transfer Agent If any

Ms Beetal Financial amp Computer ServicesPrivate LimitedBeetal House 3rd Floor99 Madangir BehindLocal Shopping Center Near Data HarsukhdasMandir New Delhi-110062 Ph 011-2996128182FAX011-29961284

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 or more of the total turnover of the company shall be stated-

1 Selling of Cars spare parts accessories etc 100NA

III PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

1 NIL NIL NIL NIL NIL

[Pursuant to section 92(3) of theCompanies Act 2013 and rule12(1) of the Companies (Mangementand Administration) Rules 2014]

I REGISTRATION AND OTHERS DETAILS

HIRA AUTOMOBILES LIMITED

18

Demat Physical Total of TotalShares

Demat Physical Total ofTotal

Shares

1) IndianIndividualHUF

2635700 2635700 9572 2635700 2635700 9572

CentralGovtState

Govt(s)Bodies CorpBanks FIAny Other

2635700 2635700 9572 2635700 2635700 9572

NRIs-IndividualsOther-

IndividualsBodies CorpBanks FIAnyOtherhellip

PublicShareholding

MutualFundsBanks FI

i Category-Wise Share Holding

Sub-Total)A)(2)

Central Govt

iv Shareholding Pattern (Equity Share Capital Breakup as percentage of Total Equity)

a) State Govt(s)b)Venture Capital

Funds

c) InsuranceCompanies

HIRA AUTOMOBILES LIMITED

19

d)FIIse)Foreign Venture

Capital Fundsf) Others (specify)

Sub-total(B)(1)

2 Non Institutionsa) Bodies Corp

(i) Indian

(ii) Overseas

500 500 002 500 500 002

(ii) Individual

(i) Individualshareholders

holding nominalshare capital uptoRs 2 lakh

116740 116740 424 116740 116740 424

shareholdersholding nominalshare capital inexcess of Rs 1lakh

c) Others(Specify)-NRI

500 500 002 500 002

Sub-total(B)(2) 117740 117740 428 117740 428TotalPublicShareholding(B)=(B)(1)+(B)(2)

117740 117740 428 117740 428

CShares heldby

CustodianforGDRsampADRsGrandTotal

(A+B+C) 2753440 2753440 100

500

117740

117740

2753440 2753440 100

b) Individuals

HIRA AUTOMOBILES LIMITED

20

Sr

No

Shareholderrsquos

Name

Shareholding at the beginning of the

year

Shareholding at the end of the year

No ofShares

of totalShares ofthecompany

of SharesPledged encumberedto totalshares

No ofShares

1 Rajinder KaurBhattal

826000 3000 000 826000

2 Kuldeep SinghBhattal

272100 988 000 272100

3 RahulinderSingh Sidhu

270000 981 000 270000

4 Simran Bajwa 265000 962 000 2650005 D S Sangha 51600 187 000 516006 Preet Sangha 25400 092 000 254007 Vikram Bajwa 24700 090 000 247008 Manjeet Kaur

Sangha862900 3134 000 862900

9 AmandeepSingh Sangha

21600 078 000 21600

10 Karamjit Singh 15400 056 000 1540011 Neha Sidhu 1000 004 000 1000

of totalShares ofthecompany

of SharesPledged encumberedto totalshares

change inshareholdingduring theyear

3000 000 000

988 000 000

981 000 000

962 000 000187 000 000092 000 000090 000 0003134 000 000

078 000 000

056 000 000004 000 000

No of shares No of shares of total sharesof the company

At the beginning of the year NIL NIL NIL NIL

At the End of the year

ii Shareholding of Promoters

iii Change in Promoters Shareholding (please specify if there is no change)

of total sharesof the company

NIL NIL NIL NIL

NIL NIL NIL NIL

Date wise Increase Decreasein Promoters Share holdingduring the year specifying thereasons for increasedecrease (eg allotmenttransfer bonus sweat equityetc)

HIRA AUTOMOBILES LIMITED

21

Indebtedness at thebeginning of the financialyeari) Principal Amountii) Interest due but not paidiii) Interest accrued but not

142138000 8157035200 8299173200

Total(i+ii+iii) 142138000 8157035200 8299173200Change in Indebtednessduring the financial year- Addition- Reduction (142138000)

2761646100(142138000)

Net Change (142138000) 2761646100 2619508100

Indebtedness at theend of the financial yeari) Principal Amountii) Interest due but not paidiii) Interest accrued but notdue

- 10918681300 10918681300

Total (i+ii+iii) - 10918681300 10918681300

iii INDEBTEDNESSIndebtedness of the Company including interest outstandingaccrued but not due for payment

2761646100

HIRA AUTOMOBILES LIMITED

22

Stock Option 000 000 000

Sweat Equity 000 000 000

Commission- as of profit- others specify

000 000 000

Others please specify 000 000 000

Total(A) 84000000 96000000 180000000

Ceiling as per the Act

REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A Remuneration to Managing Director Whole-Time Directors andor Manager

NEHA SIDHU RAHULINDERSINGH SIDHU

(b)Value of perquisites us17(2) Income-tax Act1961

( )17 3 Income- taxAct1961 000 000

Gross salary(a)Salary as per provisions contained

1961

84000000 96000000 180000000

(c)Profits inlieu of salary under section

000

000

000 000

in section17(1) of the Income-tax Act

HIRA AUTOMOBILES LIMITED

23

Independent DirectorsmiddotFee for attending board committee meetings

middotCommission

middotOthers please specify

NIL NIL NIL NIL NIL

Total(1) NIL NIL NIL NIL NILOther Non-Executive Directors

middotFee for attending board committee meetingsmiddotCommissionmiddotOthers please specify

NIL NIL NIL NIL NIL

Total(2) NIL NIL NIL NIL NIL

Total(B)=(1+2) NIL NIL NIL NIL NIL

Total Managerial Remuneration NIL NIL NIL NIL NIL

Over all Ceiling as per the Act NIL NIL NIL NIL NIL

CEO Company CFO TotalSecretary

Gross salary(a)Salary as per provisionscontained in section17(1)of

the Income tax Act 1961

000 000 285487 285487

000 000 000 000

Sweat Equity 000 000 000 000

- (b)Value of perquisites us

17(2)Income-taxAct1961

000

000

000

000

000

000

000

000

Commission- as of profit-others specifyhellip

000 000 000 000

Others please specify 000 000 000 000

Total 000 000 285487 285487

C Remuneration to Key Managerial Personal Other Than MDManagerWTD

(C)Profits inlieu of salary undersection 17(3) Income-taxAct 1961

Sweat EquityStock Option

IV PENALTIESPUNISHMENTCOMPOUNDINGOFOFFENCES--------------------------------------------NIL---------------------------------------

HIRA AUTOMOBILES LIMITED

B Remuneration to other directors

24

Parti culars Details

A Name(s) of the related party and nature of relationship Rahul Sidhu Enterprises Pvt Ltd

B Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not SpecifiedD Salient terms of the contracts or arrangements or transactions

including the value if anyAt bank rate of Interest

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the Board 30042015G Amount paid as advances if any 226620-

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

2 Details of contracts or arrangements or transactions not at arms length basis

Par t i cul ars Details

A Name(s) of the related party and nature of relationship RSG Studios Pvt Ltd

B Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not Specified

D Salient terms of the contracts or arrangements or transactionsincluding the value if any

At bank rate of Interest

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the Board 30042015

G Amount paid as advances if any 971927-

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

HIRA AUTOMOBILES LIMITED

NA

NA

CONSERVATIONOFENERGY TECHNOLOGYABSORPTIONANDFOREIGNEXCHANGEOUTGO

(A) Conservationof energy

(B) Technologyabsorption

(C) ForeignexchangeearningsandOutgo

Steps taken impact on conservation of energy with special reference to the following(i) Steps taken by the company for utilizing alternate sources of energy including waste generated - NIL(ii) Capital investment on energy conservation equipment - NIL

1 Efforts in brief made towards technology absorption - NIL2 Benefits derived as a result of the above efforts eg product improvement cost reduction product

development import substitution etc - NIL3 In case of imported technology (imported during the last 3 years reckoned from the beginning of the

financial year) following information may be furnished(a) Details of technology imported - NIL(b) Year of import - NIL(c) Whether the technologybeen fully absorbed- NIL(d) If not fully absorbed areaswhere absorption hasnot taken place and the reasons therefore- NIL

4 Expenditure incurred on Research and Development

25

Earnings NIL

Outgo NIL

including the value if any

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the BoardG Amount paid as advances if any Nil

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

A Name(s) of the related party and nature of relationship Pacific Finlease Pvt LtdB Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not Specified

D Salient terms of the contracts or arrangements or transactions At bank rate of Interest

NA

HIRA AUTOMOBILES LIMITED

26

RATIOOF REMUNERATION

(i) the ratio of the remuneration of each director to the median remun--eration of the employees of the company for the financial year

4701

(ii) the percentage increase in remuneration of each director Chief FinancialOfficer Chief Executive Officer Company Secretary or Manager if anyin the financial year

Nil

(iii) the percentage increase in the median remuneration of employees inthe financial year

Nil

(iv) the number of permanent employees on the rolls of company 866(v) the explanation on the relationship between average increase inremuneration and company performance

NA

(vi) comparison of the remuneration of the Key Managerial Personnelagainst the performance of the company

As per individual performance

Nil

(viii) average percentile increase already made in the salaries of employeesother than the managerial personnel in the last financial year and itscomparison with the percentile increase in the managerial remunerationand justification thereof and point out if there are any exceptionalcircumstances for increase in the managerial remuneration

Nil

(ix) comparison of the each remuneration of the Key Managerial Personnelagainst the performance of the company

As per individual performance

(x) the key parameters for any variable component of remuneraavailed by the directors

tion Nil

(xi) the ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess ofthe highest paid director during the year

Nil

(xii) Affirmation that the remuneration is as per the remuneration policyof the company

Yes

Vii) Variations in the capitalisation of the company price earningsratio as at the closing date of the current financial year and previousfinancial year and percentage increase over in the marketquotations of the shares of the company in comparison to the rate atwhich the company came out with last public offer incase of listecompanies and in case of unlisted companies the variations in the networth of the company as at the close of the current financial year andprevious financial year

HIRA AUTOMOBILES LIMITED

27 HIRA AUTOMOBILES LIMITED

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee StockPurchase Scheme) Guidelines 1999

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)

Regulations 1993 regarding the Companies Act and dealing with client(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009 and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998

(vi) Factories Act 1948 The Punjab Shops and Commercial Establishments Act 1958 The Payment of WagesAct 1936 The Minimum Wages Act 1948 Employees State Insurance Act 1948 The EmployeesProvident Fund amp Miscellaneous Provisions Act 1952 Payment of Bonus Act 1965 The Payment ofGratuity Act 1972 The Industrial Employment (Standing Orders) Act 1946 The Employment Exchange(Compulsory Notification of Vacancies) Act 1956 The Environment (Protection) Act 1986 The HazardousWastes (Management Handling amp Trans boundary Movement) Rules 2008 The Water (Prevention ampControl of Pollution) Act 1974 The Air (Prevention amp Control of Pollution) Act 1981 and The Punjab LabourWelfare Fund Act 1965

I have also examined compliance with the applicable clauses of the following

(i) Secretarial Standards issued by The Institute of Company Secretaries of India(ii) The Listing Agreement entered into by the Companywith BSE Limited

During the period under review the Company has complied with the provisions of the Act RulesRegulations Guidelines Standards etc mentioned above except to the extent as mentioned below

1 That Company has not complied with Regulation 38 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 relating to maintaining of minimum publicshareholding by a listed Company

2 That Company Secretary of the Company has resigned and new Company Secretary is to be appointed asrequired under Section 203 of The Companies Act 2013

3 That Company has not deducted and deposited labour welfare fund as required under The Punjab LabourWelfare Fund Act 1965

4 That Statutory bonus as required under Payment of Bonus Act 1965 has not been paid by the Companyduring the year

5 That there are related party transactions which are not in ordinary course of business and which are not atarms length basis

6 That there is carry forward of loans given to parties which are covered under section 185 of the CompaniesAct 2013

7 That the Company has 14 locations and some locations need to get registration under The Punjab Shopsand Commercial Establishments Act 1958 and some locations require factory license under Factories Act1948 whereas some locations require consent authorization for operation of a facility under pollution lawsand The Hazardous Wastes (Management Handling amp Trans boundary Movement) Rules 2008

8 That the periodical returns required to be filed under The Employment Exchange (Compulsory Notificationof Vacancies) Act 1956 has not been filed and are pending

I further report thatThe Board of Directors of the Company is duly constituted with proper balance of Executive Directors NonExecutive Directors and Independent Directors The changes in the composition of the Board of Directors thattook place during the period under review were carried out in compliance with the provisions of the Act

-

28 HIRA AUTOMOBILES LIMITED

Adequate notice is given to all directors to schedule the Board Meetings agenda and detailed notes on agendawere sent at least seven days in advance and a system exists for seeking and obtaining further information andclarifications on the agenda items before the meeting and for meaningful participation at the meeting

Majority decision is carried through while the dissenting members views are captured and recorded as part ofthe minutes

I further report that there are adequate systems and processes in the company commensurate with the size andoperations of the company to monitor and ensure compliance with applicable laws rules regulations andguidelines

This report is to be read with our letter of even date which is annexed as and forms an integralpart of this report

29 HIRA AUTOMOBILES LIMITED

30 HIRA AUTOMOBILES LIMITED

HIRA AUTOMOBILES LIMITEDCODEOF CONDUCT

PERSONTOWHOMTHECODEISAPPLICABLE

( ) GENERALSTANDARDOFCONDUCT

( ) APPLICABLELAWS

( ) CONFLICTOFINTEREST

( ) PROTECTINGCONFIDENTIALINFORMATION

This code is applicable to the following persons (hereinafter referred to as Officers of the company)-All the Board Members-The entire Core group Members of the Companyand heads of the department

1 Officers are expected to exercise good judgment to ensure the safety and welfare of employees consumerscustomers suppliers shareholders lenders and other stakeholders and to maintain a co-operativeefficient positive harmonious and productive work environment practice integrity in inter-personalrelationships work on the principal of mutual trust transparencyand teamwork

2 Officers are expected to acquire and maintain professional competence3 Officers are expected to observe discipline and conduct themselves both on and off-duty in a manner to

uphold the high image of the company4 Officers are expected to assist the company in identifying controlling mitigating and managing business

risks within the companys risk management policy framework5 Officers are expected to assist the company in providing to its employees a work environment free of

harassment and free of discrimination based on race religion creed color physical or mental disability agesex etc

6 Officers should not engage in selling or distribution or be in possession of or use narcoticspsychotropicdrugs or be under influence of alcohol while on duty

7 As Officers represent the Company before the public and various authorities they are expected to dressneatly and appropriately in a manner consistent with the nature of their work and the image of the company

8 Officers should not claim from the company unauthorized personal expenses9 Customersupplierinvestor Relationships- Officers who need to deal with customers suppliers and investors

should understand that they are dealing and therefore should uphold the image and goodwill generated andbuilt-up by the Companyover the year

Officers must acquire adequate Knowledge of all the applicable laws rules regulations order and notificationsunder regulatory framework as applicable to their functions and duties and should follow and comply with thesame and avoid violation breach or infringement thereof

Officers of the Company will avoid conflict of interest Conflict of interest is said to exit when personal interest mayhave a potential conflict with the interest of the company at large Where any transaction involves conflict ofinterest prior approval of the Managing Directors Executive Director and in case of a Director of the Boardshould be obtained

The Companys confidential information is a vita and asset It may relate to product product formula processproduct plans and road maps cost and financial information information as to customers suppliers dealers andemployees business arrangements and agreements as well as to patents trademarks copyrights and tradesecrets For the purpose of this Code confidential information would also include the information obtained by theCompany from a third party under a Non Disclosure Agreement Such confidential information should beprotected and safeguarded against unauthorized personal use and should not be disclosed to any one expect (i)with prior authorization (ii) in the ordinary course of carrying on the business of the Company In the course ofconducting the Companys Business Officers may come in possession of confidential information about itsemployees customers suppliers etc Officers should handle the same with utmost responsibility and prevent itsmisuse

I

II

III

IV

31 HIRA AUTOMOBILES LIMITED

( ) PREVENTIONOFINSIDERTRADING

( ) COMPANYSASSETS

( ) NONCOMPLIANCE

( ) ANYAMENDMENTSORMODIFICATIONTOTHECODEOFCONDUCT

( )ACKNOWLEDGEMENTOFRECEIPTOFCODEOFCONDUCTANDETHICS

1 COMPANY PHILOSOPHY ONCODEOF GOVERNANCE

2 BOARDOF DIRECTORS

V

VI

VII

VIII

IX

Officers are privy to price sensitive inside information and should not use it to make personal gains TheCompany has framed Code of Conduct for prevention of insider trading in the Securities of the CompanyOfficers should follow the same in letter and spirit

Protecting and safeguarding the Companys assets and properties and preventing their unauthorized usepersonal use is one of the key and prime responsibility of Officers Officers are personally responsible of theCompanys funds under their control Officers should use electronic communication facilities like e-mail Internetetc in a legal ethical and appropriate manner and not expose the Company to liability resulting from the illegalunauthorized or unethical use thereof

In case of non-compliance of any of the provisions of this Code of conduct the same shall be reported to theChairman of the Board of Directors of the Company

This Code of Conduct is subject to modification The Board of Directors has the requisite power and the authorityto update and amend the Code of Conduct from time to time

I have received and read the Companys Code of Conduct and Ethics and have understood the standards andpolicies contained therein I agree to comply with the Companys Code of Conduct and Ethics I hereby affirm tothe Company compliance with the Code Conduct and Ethics on an annual basis and also undertake to renewsuch affirmation in the first weekof April every year

Pursuant to Regulation 34 read with Schedule V to the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 a Report on Corporate Governance is givenbelow

The report on Corporate Governance is requirement under Listing Agreement entered into with stockExchange and forms part of the report of the Board of Directors to the shareholders of the Company Thisreport gives an insight into the organizational structure of the Company The vision of the company is to be afinancially sound profitable growth oriented company committed to building and maximizing sustainablevalue for all the shareholders In its endeavor to attain the goal visualized the company is laying maximumemphasis on the effective system of Corporate Governance

(a) CompositionThe present strength of Board of Directors of the Company is five comprising of two Promoter Directors and threeIndependent Directors having diversified professional experience Out of total strength of five Directors two areexecutive and three are Non-Executive The composition of Board of Directors as on 31 March 2016 is asunder

REPORT OF THEBOARDOFDIRECTORS ONCORPORATEGOVERNANCE

st

32 HIRA AUTOMOBILES LIMITED

SN Name DIN Designation Nature of Directorship

1 Rahul Inder SinghSidhu

00447452Chairman and ManagingDirector

Promoter Executive

2 Neha Sidhu 00460875 Whole-time director Promoter Executive

3 Isher Singh 02990779 Director Independent Non Executive4 Rajbir Kaur 06397998 Director Independent Non Executive

5 Rupinder Kaur 06403845 Director Independent Non Executive

6 Ramesh Kumar 00126036 Director Independent Non Executive

Sh Ramesh Kumar has resigned on 31122015 from the office of Director(b) Attendance of each Director at the Board Meetings held during the year 2015-16 and last Annual General

Meeting and number of other Boards or Board Committees in which heshe is a member is as under-

The detail of number of shares and convertible instruments held by non ndash executive directors is given asbelow

Shri Rahulinder Singh Sidhu Managing Director of the Company and Smt Neha Sidhu Whole Time Director on theBoard of Directors are related to each other as husband and wife

(c) During the year fifteen meetings of the Board ofDirectors were held on the following dates-

The familiarization programme imparted to independent directors is disclosed on weblinkof the Company

wwwhiraautomobilescom

33

30042015 30052015 31052015 21072015 31072015 15092015

30092015 31102015 02112015 30112015 02012016 0202201615022016 22022016 10032016

SN Name of non ndash executive Director No of Equity Shares Held No of convertibleinstruments Held

1 Rajbir Kaur Nil NA

2 Rupinder Kaur Nil NA3 Isher Singh Nil NA

Total Nil NA

SN

Name of Director No of BoardMeeting attended

No of otherDirectorship

Membershipin other

Committees

Attendance atlast AGM

1 Rahulinder Singh Sidhu 15 4 - Yes

2 Neha Sidhu 12 4 - Yes

3 Isher Singh 12 - 3 -

4 Rajbir Kaur 6 - 3 -

5 Rupinder Kaur 6 - 3 -

6 Ramesh Kumar 1 4 - -

HIRA AUTOMOBILES LIMITED

34

3 AUDITCOMMITTEE

4NOMINATIONANDREMUNERATIONCOMMITTEE

Remunerationpolicy

The terms of reference of the audit committee include all the matters as provided under Section 177 (4) of TheCompanies Act 2013 and the rules made there under and SEBI (LODR) Regulations 2015

As on 31 March 2016 In compliance with the provisions of Section 177(2) of the Companies Act 2013 AuditCommittee comprises of three Non-Executive Independent Directors five meetings of Audit Committee wereheld during the year under consideration on following dates

The details of members of the audit committee and their attendance is as under-

The terms of reference of Nomination and Remuneration Committee covers all the matters provided under theCompanies Act 2013 and the rules made there under and SEBI (LODR) Regulations 2015

As on 31 March 2016 in compliance with the provisions of Section 178(1) of the Companies Act 2013Nomination and Remuneration Committee comprises of three Non-Executive Independent Directors Twomeetings of Nomination and Remuneration Committee were held during the year under consideration on 30May 2015 and 10 March 2016The details of members of the audit committee and their attendance is as under-

Remuneration policy ensures that the level and composition of remuneration is reasonable and sufficient toattract retain and motivate directors of the quality required to run the company successfully and that relationshipof remuneration to performance is clear and meets appropriate performance benchmarks and that remunerationto directors key managerial personnel and senior management involves a balance between fixed and incentivepay reflecting short and long-term performance objectives appropriate to the working of the company and itsgoals

CompositionandMeetings

CompositionandMeetings

st

st

th

th

30052015 31072015 31102015 15022016 28032016

Name of Directors Position held in theCommittee

Category MEETINGSHeld Attended

Isher Singh Chairman Independent NonExecutive

Five Five

Rupinder Kaur Member Independent NonExecutive

Three Three

Rajbir Kaur Member Independent NonExecutive

Three Three

Name of Directors Position held in theCommittee

Category MEETINGS

Held Attended

Isher Singh Chairman Independent NonExecutive

Two Two

Rupinder Kaur Member Independent Non

Executive

Two Two

Rajbir Kaur Member Independent NonExecutive

Two Two

HIRA AUTOMOBILES LIMITED

35

5 REMUNERATIONOFDIRECTORS

6 STAKEHOLDERS GRIEVANCECOMMITTEE

7 GENERALBODYMEETINGS

There is no pecuniary relationship or transaction of the company with its independent directors other thanpayment of sitting fee to them for attending Board and Committee meetings Following Executive Directors werepaid as per detail given below

and no commission on profits is paid to any of the Directors No stock option has been given to any of theDirectors including Executive Directors

As on 31 March 2016 in compliance with the requirement of Section 178(5) of The Companies Act 2013Stakeholder Relationship Committee comprises of three Non-Executive Independent Directors to consider andresolve the grievances of security holders of the companyper detail given below

Sh Rahul Inder Singh Sidhu Managing Director has been appointed as Compliance officer for the purpose ofcomplying with various provisions of the Guidelines Regulations issued by Securities and Exchange Board ofIndia Listing Agreement with Stock Exchanges

The Company has not received any complaint during the year from the shareholders and there is no pendingcomplaint with the Company

(i) Location and time where last three Annual General Meetings were held is given below-

(i) Compositionst

(ii) ComplianceOfficer

(iii) Complaints

SN

NAME OFDIRECTOR

DESIGNATION SALARY Rs BENEFITS BONUS STOCKOPTIONS

PENSION

1 RahulinderSingh Sidhu

ManagingDirector

960000- - - - -

2 Neha Sidhu Whole TimeDirector

840000- - - - -

Name Category Designation

Isher Singh Independent Non Executive Chairman

Rupinder Kaur Independent Non Executive Member

Rajbir Kaur Independent Non Executive Member

Financial Year Date Time Venue

2012-13 30092013 1100 A M 20 Sector 8A Chandigarh 1100022013-14 30092014 500 PM 20 Sector 8A Chandigarh 110002

2014-15 30092015 500 PM 20 Sector 8A Chandigarh 110002

HIRA AUTOMOBILES LIMITED

36

(ii) Following Special Resolutions were passed in the previous 3 Annual General Meeting

(iii) No special resolution has been passed last year through postal ballot and no special resolution isproposed to be conducted through postal ballot

Quarterly results are normally published in the newspapers and also sent to BSE Limited Physical copy ofannual report which inter alia includes the Directors Report Corporate governance report Audited AccountsCash Flow Statements etc was sent to shareholders by post and also to BSE Limited The quarterly results andannual report isalso available on companys website at under investors section

Date 30092016 Time 0500 PM Day Friday and Venue Registered Office of the Company at 0598 Sector18B Chandigarh 160018

The companys Financial Year starts from 1 April every year and conclude on 31 March next year

The Register of Members and the Share Transfer Books of the Company shall remain closed from 29 day ofSeptember 2016 to 30 day of September 2016 (both days inclusive)

No dividend has been recommended by the Board this year and therefore information under this sub clause is nil

The shares of the Company are listed at BSE Limited only as other regional stock exchanges viz Delhi StockExchange Association Limited Ludhiana Stock Exchange Association Limited and Ahmedabad StockExchange Limited had been de-recoganised in the process of de-recoganition by Securities and ExchangeBoard of India The Company haspaid listing fee to BSE Limited

The Stock Code of the Company on BSE Limited is 531743

There was no trading of shares of the Company and no market price data is available Further Securities of theCompany were not suspended from trading by BSE Limited during last year

The Company has appointed Ms Beetal Financial amp Computer Services Private Ltd New Delhi as CommonAgency (RTA) for Share Transfer work in both modes physical as well as electronically Detail of RTA is as underMs Beetal Financial amp Computer Services Private LimitedBeetal House 3 Floor99 Madangir Behind Local Shopping Center Near Data Harsukhdas MandirNewDelhi- 110062 Ph 011-2996128182 Fax 011-29961284

The companys shares in dematerialized form transferable through depository system and Shares in physicalform are processed by Ms Beetal Financial amp Computer Services Private Limited The Board has authorised ShRahulinder Singh Sidhu Managing Director of the company to approve share transfers and matter relatedtherewith

8 MEANSOFCOMMUNICATION

9 GENERALSHAREHOLDERINFORMATIONAnnual General Meeting

Financial Year

BookClosure

Dividend

Listing

StockCode

StockMarket Data

Registrar andShareTransfer Agents

ShareTransfer System

wwwhiraautomobilescom

st st

th

th

rd

30092013 Nil

30092014 1 Approval for Borrowing Money in excess of the aggregate of the paid up share capital andfree reserves of the Company 2 Amendments in Articles of Association

30092015 Nil

HIRA AUTOMOBILES LIMITED

37

ReconciliationofShareCapital Audit

Distribution of shareholding

Dematerializationof sharesandliquidity

GDRsADRs

Mr Ravinder Kumar Practising Company Secretary carries out the Reconciliation of Share Capital Audit asmandated by SEBI and reports on the reconciliation of total issued and listed Capital with that of total sharecapital admitted held in dematerialized form with NSDL and CDSL and those held in physical form This audit iscarried out on quarterly basis and the report thereof is submitted to the Stock Exchanges

Detail of distribution of share holding of equity share of the Company by size and ownership class as on31032016 is given as under

The Shares of the company have not been traded on stock exchange during the period under review TheCompany has not been allotted ISIN and number of shares held in dematerialized formis nil

The Company has not issued any GDRsADRsWarrants or any Convertible instruments

UP TO 5000 129 6293 38840 38840000 14106

5001 TO 10000 49 2390 44500 44500000 16162

10001 TO 20000 7 341 10000 10000000 0363220001 TO 30000 4 195 9000 9000000 03269

30001 TO 40000 2 098 6800 6800000 02470

40001 TO 50000 1 049 4400 4400000 01598

50001 TO 100000 1 049 5200 5200000 01889

100001 AND ABOVE 10 585 2634700 2634700000 956876

Indian Promoter-IndividualHUF 11 2635700 9572

Non Resident Individual 1 500 002

Bodies Corporate 1 500 002

Resident Individuals-HUF 190 116740 424

HIRA AUTOMOBILES LIMITED

38

Plant ShowroomLocationsShowroom Locations

Address for correspondence

Related Party Transactions

Compliance

Vigil Mechanism

WhistleBlower Policy

Mandatory Requirements

1 Hira Automobiles Limited Rajbaha Road Patiala Ph No 0175-22091002 Hira Automobiles Limited Malout Road Muktsar Ph No 01633-2620203 Hira Automobiles Limited Village Bhadak Rajpura Ph No 01762-2448814 Hira Automobiles Limited Radha Swami Satsang Road Nabha PhNo 01765-5059595 Hira Automobiles Limited Muktsar Road Malout Ph No01637-2637246 Hira Automobiles Limited Patiala Pehowa Road DevigarhPh No0175-26311527 Hira Automobiles Limited Bathinda Malout Road Gidderbaha8 Hira Automobiles Limited Nabha Road Bhadson9 Hira Automobiles Limited Cheeka road Samana

10 Hira Automobiles Limited Malout Road Killianwali

Following is the address for correspondenceRegistered Office ndash Hira Automobiles Limited 0598 Sector 18-B Chandigarh 160018

There are no materially significant related party transactions that may have potential conflict with the interests ofcompany at large There were transactions with related parties at market price at arms length basis which aredisclosed in Form AOC ndash 2 attached herewith The policy on dealing with related party transactions is availableon web link of the Company

The Company has complied with all the provisions of listing agreement and that no penalties and or strictureshas been imposed on the company by Stock Exchange or SEBI or any statutory authority on any matter relatedto capital markets during the last three years

Detail of Vigil Mechanismis provided in the same heading in Directors Report

Company has formulated the Whistle Blower Policy to safeguard the interest of its stakeholders Directors andemployees to freely communicate and address to the Company their genuine concerns in relation to any illegalor unethical practice being carried out in the Company and that no personnel has been denied access to the auditcommittee

The Company has complied with all the mandatory requirements as stipulated in SEBI (Listing and DisclosureRequirements) Regulations 2015

10 OTHERDISCLOSURES

wwwhiraautomobilescom

HIRA AUTOMOBILES LIMITED

39

MANAGEMENTDISCUSSIONANDANALYSIS REPORT

1 Industrystructureanddevelopment

2 Opportunitiesandthreats

3 Segmentwiseor product wiseperformance

4 Outlook

5 Risksandconcern

6 Internal control systemsandtheir adequacy

HIRA AUTOMOBILES LIMITED

40

7 Discussiononfinancial performancewithrespect tooperational performanceDue to overall recessionary economy and internal competition with the new dealer there has been minoradverse impact on the financial stability of the company with respect to operational performance as the workingcapital limits of the company has increased substantially where as there is no growth in sales In comparison tominor growth in operational performance Profitability of the company has been decreasing during the yearinspite of higher burden of interest expenditure salary and wages and other admistrative expenses

8 HumanRecourses

9 Management of theCompany

Human Resource is considered to be the most prized assetof the company by the management Hence the work-forceis being looked after well and ensured that they remain motivated The 360 degree appraisal system ensures theirsatisfaction and brings out their concerns and bikerings which are addressed by the management immediately Thisimproves the employee-management relationship and makes themwork for the better future of the company

As Company has a large network of branches spread over 14 locations in two district of Patiala and Muktsar eachlocation is being managed by a rich experienced deemed CEO who is also known deemed key managerial personnelAll the branches key Managerial Personnel are reporting directly to CMD sitting at Patiala corporate office of thecompany

HIRA AUTOMOBILES LIMITED

41

COMPLIANCECERTIFICATEBYCHIEFEXECUTIVEOFFICERANDCHIEFFINANCIALOFFICER

We Rahulinder Singh Sidhu Managing Director and Sandeep Rana Chief Financial Officer of the Companyhereby certify thatA We have reviewed financial statements and the cash flow for the year ended 31 March 2016 and that to thebest of our knowledge and belief(1) These statements do not contain any materially untrue statement or omit any material fact or containstatements that might be misleading(2) These statements together present a true and fair view of the company affairs and are in compliance withexisting accounting standards applicable laws and regulationsB There are to the best of our knowledge and belief no transactions entered into by the Company during theyear that are fraudulent illegal or volatile to the companyscode of conductC We accept responsibility for establishing and maintaining internal controls for financial Reporting and that wehave evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting andwe have disclosed to the auditors and the audit committee deficiencies in the design or operation of such internalcontrols if any of which they are aware and the steps they have taken or propose to take to rectify thesedeficienciesD We have indicated to the auditorsand the Audit committee(1) Significant changes in internal control over financial reporting during the year(2) Significant changes in accounting policies during the year and that the same have been disclosed in thenotes to the financial statements and(3) There were no instances of fraud of which they have become aware and the involvement therein of themanagement or an employee having a significant role in the companys internal control system over financialreporting

I Rahulinder Singh Sidhu Managing Director of the Company hereby declare that all Board Members andSenior Management Personnel have affirmed compliance with the code of conduct for the Directors and SeniorManagement Personnel as approved by the Board for the Financial Year ended 31 March 2016

For

st

st

HIRA AUTOMOBILES LIMITED

42

AUDITORS CERTIFICATEONCORPORATEGOVERNANCE

The Board of DirectorsHira Automobiles LimitedChandigarh

We have examined the compliance of conditions of Corporate Governance by Hira Automobiles Limited for thefinancial year ended March 31 2016 as stipulated in the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015

The compliance of conditions of Corporate Governance is the responsibility of the management Ourexamination was limited to procedures and implementation thereof adopted by the company for ensuring thecompliance of the conditions of the Corporate Governance It is neither an audit nor an expression of opinion onthe financial statements of the company

In our opinion and to the best of our information and according to the explanations given to us we certify that thecompany has complied with the conditions of Corporate Governance as stipulated in the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015

We further state that such compliance is neither an assurance as to the future viability of the company nor theefficiency of effectiveness with which the management has conducted the affairs of the company

HIRA AUTOMOBILES LIMITED

43 HIRA AUTOMOBILES LIMITED

4

5

OPINION

REPORTONOTHERLEGALANDREGULATORYREQUIREMENTS

44 HIRA AUTOMOBILES LIMITED

Annexureldquo Ardquoto the Independent Auditors Report on the Standalone Financial Statements of Hira Automobiles Limited(Referred to in paragraph 1 (f) under Report on Other Legal and Regulatory Requirements of our report of evendate)

REPORT ON THE INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING UNDER CLAUSE (i)OF SUBSECTION3 OF SECTION 143 OF THE COMPANIES ACT 2013 (ldquoTHE ACTrdquo)

We have audited the internal financial controls over financial reporting of hira automobiles LIMITED (ldquotheCompanyrdquo) as of March 31 2016 in conjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

The Companys management is responsible for establishing and maintaining internal financial controlsbased onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the ldquoGuidance Noterdquo) issued by the Institute of Chartered Accountants of India These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherence to Companyspolicies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financial information as requiredunder the Companies Act 2013

Our responsibility is to express an opinion on the Companys internal financial controls over financial reportingbased on our audit We conducted our audit in accordance with the Guidance Note and the Standards onAuditing prescribed under Section 143(10) of the Companies Act 2013 to the extent applicable to an audit ofinternal financial controls Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if such controls operatedeffectively in all material respects Our audit involves performing procedures to obtain audit evidence about theadequacy of the internal financial controls system over financial reporting and their operating effectiveness Ouraudit of internal financial controls over financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditors judgement including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internalfinancial controlssystem over financial reporting

MANAGEMENTSRESPONSIBILITYFORINTERNALFINANCIALCONTROLS

AUDITORS RESPONSIBILITY

45 HIRA AUTOMOBILES LIMITED

MEANINGOFINTERNALFINANCIALCONTROLSOVERFINANCIALREPORTING

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVERFINANCIAL REPORTING

OPINION

A companys internal financial control over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles A companys internal financial controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of thecompany (2) provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and that receipts andpayments of the company are being made only in accordance with authorisation of management and directors ofthe company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the companys assets that could have a material effect on the financialstatements

Because of the inherent limitations of internal financial controls over financial reporting including thepossibility of collusion or improper management override of controls material misstatements due to error orfraud may occur and not be detected Also projections of any evaluation of the internal financial controlsover financial reporting to future periods are subject to the risk that the internal financial control over financialreporting may become inadequate because of changes in conditions or that the degree of compliance withthe policies or procedures may deteriorate

in our opinion to the best of our information and according to the explanations given to us the Companyhas in all material respects an adequate internal financial controls system over financial reporting and suchinternal financial controls over financial reporting were operating effectively as at March 31 2016 based onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note

46 HIRA AUTOMOBILES LIMITED

Annexure B To Auditors ReportAnnexure referred to in paragraph 3 of our report of even date

1 (a) The Company has maintained proper records showing full particulars including quantitativedetailsand situation of fixed assets at Corporate Office and in the process of maintaining at outlets

(b) We have been informed that the fixed assets of the company have been physically verified by themanagement at reasonable intervals and no material discrepancies were noticed on such verification

2 (a) As informed to us physical verification of inventory of the company has been conducted by themanagement at reasonable intervals (b) In our opinion and according to the explanations givento us the procedures of Physical verification of inventory followed by the management arereasonable and adequate in relation to the size of the company and the nature of its business

(c) In our opinion and according to the explanations given to us the Company is maintainingproper records of inventory We have been informed that no material discrepancies have been noticedon physical verification as compared to records

3 (a) According to the information and explanation given to us the Company has advanced inter corporatedeposits to three companies covered in the register maintained under section 189 of the CompaniesAct2013 and there is no stipulation as to the time period for recovery of principal and interest amount ofunsecured loan given

(b) Further as there is no stipulation as to the time period for recovery of principal amount ofunsecured loan given we are unable to comment on the overdue amount in respect of thesaid loan

4 In our opinion and according to the information and explanations given to us the Company has compliedwith the provisions of Sections 185 and 186 of the CompaniesAct 2013 in respect of grant of loans makinginvestments and providing guarantees and securities

5 According to the information and explanation given to us the Company has not accepted deposits frompublic Advances from customers for sale of vehicles and against sale promotion schemes run by theCompany to promote its sale are received and paid in the ordinary course of business

6 The maintenance of cost records under section 148(1) of the CompaniesAct 2013 has not been prescribedby the Central government for the Companysince it is not manufacturing Company

7 (a) According to the information and explanations given to us the company is generally regular indepositing all statutory dues including provident fund investor education and protection fundemployees state insurance income tax sales tax wealth tax custom duty excise duty cess and anyother statutory due with appropriate authority during the year

(b) According to the information and explanations given to us there are no disputed amount payables inrespect of provident fund investor education and protection fund employees state insurance incometax sales tax wealth tax customduty excise duty cess by the Company

(c ) No amount was lying with the company which was required to be transferred to investor education andprotection fund in accordance with the relevant provisions of the CompaniesAct 1956 (1 of 1956) andrulesmade there under

8 As informed to us the companyhas not defaulted in repayment of dues to financial institutions or banks

9 As informed to us the company has not given any guarantee for loans taken by others from bank orfinancial institutions

47 HIRA AUTOMOBILES LIMITED

10 As informed to us the proceeds of the term loans taken by the company are applied for the purpose forwhich the loans were obtained

11 Based on the audit procedures performed for the purpose of reporting the true and fair view of the financialstatements and as per the information and explanation given by the management we report that no fraudby the company has been noticed or reported during the course of our audit

48 HIRA AUTOMOBILES LIMITED

49

Particulars Note No As at As atMarch 312016 March 312015

I EQUITY AND LIABILITIES(1) Shareholders funds

(a) Share capital 2 2753440000 2753440000(b) Reserves and Surplus 3 6240053700 5676970200

(2) Non-current liabilities(a) Long term borrowings 4 10202167800 9006585600(b) Deferred tax liabilities (net) 5 1662638300 1542080600(c) Other long-term liabilities 6 5734992800 5067035200

(d) Long-term provisions 7 1339912400 1244415300(3) Current liabilities

(a) Short term Borrowings 8 49363423500 59501393100(b) Trade payables 9 1502741100 6123301200(c) Other current liabilities 10 3671194600 4679162300(d) Short term provisions 11 823155600 789863800

Total 83293719800 96384247300ASSETS

(1) Non-Current assets(a) Fixed assets

(i) Tangible assts 12 16817879700 16711642800(ii) Intangible assets 13 - -

(b) Non-current investments 14 1120000 1120000(d) Long-term loans and advances 15 2618538200 2251312400

(2) Current assets(a) Inventories 16 41208502100 40489156300(b) Trade Receivables 17 14372057700 13922503000(d) Cash and Cash equivalents 18 3697504100 11556587000(e) Short-term Loans and Advances 19 4497240800 11399114400(f) Other Current assets 20 80877200 52811400

Total 83293719800 96384247300

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

(IN RUPEES)

Chairman and Managing Director

Balance Sheet

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies 1

50

Particulars Note No Year Ended Year EndedMarch 312016 March 312015

I Revenue from operations 21 310372896800 323733670200II Other income 22 136994600 525412000III Total Revenue(I+II) 310509891400 324259082200IV Expenses

a Cost of Material Consumed 23 1357073500 1293751900b Purchase of Stock-in-Trade 24 281848216100 294479334400c Changes in Inventories of Finished Goods 25 (719345800) (186205700)d Employee Benefits Expenses 26 12664754100 12944732800e Finance Costs 27 5604834800 4157234900f Depreciation and Amortization expense 12 1358225700 1559476600g Other Expenses 28 7395406500 8383136200

Total Expenses 309509164900 322631461100V Profit before tax (III-IV) 1000726500 1627621100

VI Tax expense(a)Current tax 275985000 473844400(b)Deferred tax 120557700 -

VII Profit for the Year(V-VI) 604183800 1153776700VIII Prior period tax expenses 41100300 75346500IX Earnings per Equity Share(in Rupees) 563083500 1078430200

Basic 219 392Diluted 219 392

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

Profit amp Loss Account

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies

51

Particulars As at March 312016 As at March 312015A Cash Flow from Operating Activities

Net Profit before Tax 1627621100Adjustment forDepreciation 1559476600Interest expenses 4157234900Loss Profit on Sale of Fixed Assets -

Operating ProfitLoss before Working Capital Changes 7344332600Adjustment for(Increase)Decrease in Trade amp Other receivables 940107800(Increase)Decrease in Inventory (186205700)Increase(Decrease) in Trade Payables amp other provisions (4054306400)(Increase)Decrease in Other Loans amp Advances (4635970800)Cash generated from operations (592042500)Taxes Paid (549190900)Previous Year Taxes (Net) -Net Cash from Operating Activities (A) (1141233400)

B Cash Flow from Investing Activities(Purchase) of FixedCapital Expenditure (2227931100)Sale of Fixed Assets 883140700Sale(Purchase) of Investment (315826300)

Net Cash used in Investing Activities (B) (1660616700)C Cash Flow from Finance Activities

Proceeds from Long Term Borrowing (Net) (4869873700)Secured Loan 18024550800Unsecured Loan - 991878400Interest paid (4157234900)Net Cash from Financing Activities (C ) 9989320600

Net increase in Cash and Equivalents (A+B+C) 7187470500Opening Balance of Cash and Cash Equivalents 4369116500

Closing Balance of Cash and Cash Equivalents

1000726500

13582257005604834800

69725800

8033512800

(449554700)(719345800)

(5595236000)68738078008143184100(275985000)

(41100300)7826098800

(1622365700)88177300

(367225800)

(1901414200)

1959036900(10137969600)

(5604834800)(13783767500)

(7859082900)11556587000

3697504100 11556587000

Notes1 Figures in brackets indicate cash outflow2 The above Cash Flow Statement has been prepared under the indirect method set out in AS 3-Cash

Flow Statement as prescribed by Companies (Accouning Stanadards)Rules2006

This is the Cash Flow Statement referred to our report of even date

Cash Flow Statement

HIRA AUTOMOBILES LIMITED

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

For the Year Ended 31 March 2016st

52

Notes to Accounts2 SHARE CAPITAL

As at March 31 2016 As at March 312015(1)AUTHORISED6000000 Equity shares of Rs10-each 6000000000 6000000000

FULLY PAID UP

ISSUEDSUBSCRIBED -2753440 Equity shares of Rs10 each

6000000000 6000000000

2753440000 2753440000

2753440000 2753440000

Shares at the beginning of the accounting Period2753440 Equity shares of Rs10- each 2753440000 2753440000Additions during the year - -Shares outstanding at the end of year 2753440000 2753440000Total 2753440000 2753440000

(a) Rights Preferences and Restrictions Attached to sharesEquity Shares The Company has only one class of equity shares having a par value of Rs 10 per shareEach Shareholder is entitled to one vote per share In the event of liquidation of the company the holder ofequity shares will be entitled to receive any of the remaining of the Company after distribution of allpreferential amounts However no such preferential amount exist currently The distribution will be inproportion to the number of equity shares held by the equity shareholders(b) Detail of Shares held by Shareholders holding more than 5 of the Aggregate Shares in theCompany

Name of Shareholders No of Shares Shareholding as at March31 2016

Rajinder Kaur Bhattal 826000 3000Kuldeep Singh Bhattal 272100 988Rahul Sidhu 270000 981Simran Bajwa 265000 962Manjeet Kaur Sangha 862900 3134

3 RESERVES AND SURPLUSAs at March 312016 As at March 312015

General reserveAt the beginning of the accounting period 723675000

-

-

-

-

723675000Additions during the yearAt the end of the accounting period 723675000 723675000Surplus in Statement of Profit and LossAt the beginning of the accounting period 4953295200 3874865000Additions during the year 563083500 1078430200(balance in statement of profit amp loss ac)prior period expenses written offtransfer tofrom reservesAt the end of the accounting period 5516378700 4953295200

Total 6240053700 56769702004 LONG TERM BORROWINGS

As at March 312016 As at March 312015SECUREDTerm loan(Secured against hypof car and guaranteed bythe directors of the co)

(Secured against Focal Point Properties andguaranteed by directors)

-

5018479300

142138000

5774447600

UNSECUREDLoans from directors 5183688500 3090000000Loans from shareholders and public - -Total 10202167800 9006585600

Term loan

HIRA AUTOMOBILES LIMITED

53

5 DEFERRED TAX LIABILITIES (NET)As at March 312016 As at March 312015

Deferred tax liabilities 1662638300 1542080600Total 1662638300 1542080600

6 OTHER LONG TERM LIABILITIESAs at March 312016 As at March 312015

Sales promotion scheme- Customeradvances

5046479000 4415090000

Security from Employees 688513800 651945200Total 5734992800 5067035200

7 LONG TERM PROVISIONSAs at March 312016 As at March 312015

Gratuity provision 1339912400 1244415300Total 1339912400 1244415300

10 OTHER CURRENT LIABILITIESAs at March 312015

Current maturities of long term debts 880473400 1674618400Interest accrued and due on borrowings - -Value added tax and CST 2185026500 2517359600TDS payable 111535600 157798400Current year taxes payable(net of advance tax) - -

Other payables 494159100 329385900Total 3671194600 4679162300

11 SHORT TERM PROVISIONS

(a) Provisions for employee benefits 823155600 789863800

8 SHORT TERM BORROWINGSAs at March 312016 As at March 312015

Secured loans from banksPunjab National Bank -(secured against hypothecation of stockand book-debts)Gur Mandi Patiala 30680878500 29077205300Gagan Chowk Rajpura 1863121400 1705992300New Grain Market Muktsar and Malout 842363700 757042200Inventory funding 15977059900 27961153300(secured against hypothecation of stockand book-debts)Total 49363423500 59501393100

9 TRADE PAYABLESAs at March 312016 As at March 312015

Sundry Creditors 357269200 2822407500Advance from Parties-Interest free 1145471900 3300893700Total 1502741100 6123301200

HIRA AUTOMOBILES LIMITED

As at March 312016 As at March 312015

Total 823155600 789863800

As at March 312016

54 HIRA AUTOMOBILES LIMITED

14 NON CURRENT INVESTMENTAs at March 312016 As at March 312015

Investment in Shares 1120000 1120000Investment in Mutual Funds - -

Total 1120000 1120000

15 LONG TERM LOANS AND ADVANCESAs at March 312016 As at March 312015

Security Deposits 366283000 337485500(Unsecured considered good unlessOtherwise Stated)Intercorporate Deposits 2252255200 1913826900Total 2618538200 2251312400

16 INVENTORIESAs at March 312016 As at March 312015

(As taken valued amp certified by the management)

Stock in Trade (in respect of goodsacquired for trading )

38093012700 37213584000

Stores Spares amp Loose tools 3115489400 3275572300

Total 41208502100 40489156300

17 TRADE RECEIVABLESAs at March 312016 As at March 312015

(unsecured considered good unlessotherwise stated)(1)Debts outstanding for a period exceeding

six months from the date they are due 513584600 623548900(2)Other debts 13858473100 13298954100Total 14372057700 13922503000

55

18 CASH amp CASH EQUIVALENTS As at March 312016 As at March 312015

(a) Balance with BanksFixed deposits 1260950600 812770600(Earmarked balances with banksheld as margin moneyagainst borrowingsand other commitments)Current accounts 1243916600 6403274200Gold Coins 29547200 29547200(b) Cheques Draft on HandCheques in HandCash in hand

202088500961001200

30714258001239569200

Total 3697504100 11556587000

19 SHORT TERM LOANS amp ADVANCESAs at March 312016 As at March 312015

(Unsecured considered good unlessotherwise stated)advances recoverable in cash orin kind for the value to be received(1)Advance to parties 2541662700 9294257800(2) Receivable from revenue authorities 551783000 569108700(3)Current years taxes recoverable(net ofliability)

332615600 380504500

(4) Other advances 1071179500 1155243400Total 4497240800 11399114400

HIRA AUTOMOBILES LIMITED

56

20 OTHER CURRENT ASSETSAs at March 312016 As at March 312015

Prepaid Expenses 80877200 52811400

Total 52811400

21 REVENUE FROM OPERATIONSAs at March 312016 As at March 312015

Sale of products 290733945600 301324413800Sale of services 9681919400 10435033800

Other operating revenues 9957031800 11974222600310372896800 323733670200

Less Excise duty - -Total 310372896800 323733670200

22 OTHER INCOMEAs at March 312016 As at March 312015

Interest income 87335400 279807100Other Non-operating income 49659200 245604900Total 136994600 525412000

23 COST OF MATERIAL CONSUMEDAs at March 312016 As at March 312015

Purchases Raw-Materials and PackingMaterials

1357073500 1293751900

Add Opening balance of stock - -1357073500 1293751900

Less Closing balance of stock - -Total 1357073500 1293751900

80877200

24 PURCHASE OF STOCK IN TRADEAs at March 312016 As at March 312015

Purchases of Traded goods 281848216100 294479334400

Total 281848216100 294479334400

25 CHANGES IN INVENTORIESAs at March 312016 As at March 312015

Finished Goodsat the beginning of the accounting period - -at the end of the accounting period - -Stock-in-Tradeat the beginning of the accounting period 40489156300 40302950600at the end of the accounting period 41208502100 40489156300Total (719345800) (186205700)

26 EMPLOYEE BENEFIT EXPENSESAs at March 312016 As at March 312015

Salary and Wages 8156996000 9654096800HRA Expenses and other allowance 2733336200 1148756100Contribution to Provident fund 587123100 490338400Contribution to Employees state Insurance fund 157923000 161030000Workers and Staff Welfare 299823200 269213600Gratuity Expenses 95497100 64570600Bonus 420931500 903597900Employees Training and Uniform expenses 213124000 253129400Total 12664754100 12944732800

HIRA AUTOMOBILES LIMITED

57

27 FINANCE COSTSAs at March 312016 As at March 312015

Interest ExpenseInterest to Banks 4309580000 3483884100Interest on Unsecured loans 1196279800 577607600Interest to Customers (36290200) (95330900)Interest to MSIL (121679800) (50429300)Interest to Bank on Vehicle loan 29667800 43272600Bank Charges 227277200 198230800

Total 5604834800 4157234900

28 OTHER EXPENSESAs at March 312016 As at March 312015

Accessories Expenses 9551600 18313400Festival Expenses 30357200 8141000Donation 13123500 9144500Freight Inward 23896900 26399000Power amp Fuel 913761800 911434100Software Usage Charges 91413600 86473500Entertainment Exp 19129900 29106000Rent Rates amp Taxes 701191800 671145200General Expenses 162725500 138611000Godown Rent 57600000 48125000Insurance 161551400 173705300Legal expenses 43474400 60436900Misc Expenses 7073900 3598300News Paper amp Periodicals 9374100 7947200Outside Labour Expenses 284322400 102072700Payment to the Auditors 48313400 15000000Postage amp Courier Expenses 10683600 13298800Professional Charges 147965200 1006744000Printing amp Stationery 165125400 223093400Repair to Buildings and fixed assets 309177500 427256800MDS Expenses 21264900 35806500Telephone Expenses 326712100 525640000Workshop Expenses 325704400 579373600Vehicle Running Expenses 182200200 225090800Other expenses 18263600 405070100Advertisement ExpensesDiscounts

99310800745200400

118382500821623000

Customer welfare 146224200 161357500Demo Expenses amp PDI Expenses 372510300 437441500Sales Promotion 696744200 773152400Sale Commission amp Incentives 160190000 35180000Pool Cancellation and lifting charges 202092600 166694500Marketing Staff Tour expensesTrue Value Expenses

531070200358105500

581622300442725000

Total 7395406500 8383136200

HIRA AUTOMOBILES LIMITED

58 HIRA AUTOMOBILES LIMITED

Post-Employment BenefitsDefined Contribution PlansA defined contribution plan is a post-employment benefit plan under which the Company pays specifiedContributions to a separate entity The Company makes specified monthly contributions towards ProvidentFund Superannuation Fund and Pension Scheme The Companys contribution is recognized as an expense inthe Profit and Loss Statement during the period in which the employee renders the related service

The Company does not deal with Foreign Currency hence AS-11 ldquoEffect of changes in Foreign Exchangesissued bythe Institute of Chartered Accountantsof India isnot applicable

Cash Flow Statements has been prepared following the indirect method set out in the Accounting Standard-3 on ldquoCash Statements ldquoissued by the Institute of Chartered Accountants of India

(i) Income tax expenses for the period comprise of Current Tax amp Deffered Tax(ii) Current tax is measured at the amount expected to be paid to the tax authorities using the applicable tax

Rates of the Income TaxAct 1961(iii) Deferred Tax is calculated on the timing differences being the difference between accounting income and

taxable income which originates in one period and are capable of reversal in one or more subsequentaccounting periods in accordance with the provisions of Accounting Standard -22 on ldquoAccounting forTaxeson Incomerdquo issued by the Institute of Chartered Accountants of IndiaDeferred tax assets are recognized only to the extent that there is a reasonable certainty that sufficientfuture income will be available except that deferred tax assets in case there are unabsorbed depreciationor losses are recognized if there is virtual certainty that sufficient future taxable income will be available torealize the same

Depreciation on Fixed Assets is provided on the basis of Straight Line Method (SLM) Depreciation isprovided based on useful life of the assets as prescribed in Schedule II to the Companies Act 2013

Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and itis probable that an outflow of resources will be required to settle the obligation and a reliable estimate canbe made Provisions are not discounted to their present value and are determined based on the bestestimate required to settle the obligation at the reporting date These estimates are reviewed at eachreporting date and adjusted to reflect the current best estimatesContingent liabilities are disclosed unless the possibility of outflow of resources is remoteContingent assets are neither recognized nor disclosed in the financial statements

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value Animpairment loss is charged to the Profit and Loss Statement in the year in which an asset is identified asimpaired The impairment loss recognized in prior accounting period is reversed if there has been a changein the estimate of recoverable amount

G) ForeignCurrencyTransaction

H) CashFlowStatements

J) Depreciation

K) ProvisionsandContingent liabilities

L) Impairment ofAssets

I) TaxesonIncome

59 HIRA AUTOMOBILES LIMITED

M) EarningsPer Share

N) Segment Reporting

has been made in accordance with the requirement of Accounting Standard (AS) -20 on Earnings PerShare issued by the Institute of Chartered Accountants of India Diluted Earning per share is the same asBasic Earning per share because there is no potential equity shares which would have dilutive effect onearning per shares to equity shareholders

The Company is Authorized Dealer of Maruti Suzuki India Limited (MSIL) and hence is engaged in thebusiness of sale amp service of MSIL vehicles As the basic nature of sale of variants of vehicles is governedby the same set of risk amp returns these have been grouped as single segment as per AccountingStandard(AS-17) on segment reporting issued by the Institute of Chartered Accountants of India

2 Detail in respect of Opening Stock Sales and Closing Stock as follows

3 (a) During the year the company has recognized the following amounts as Defined Contribution Pan in theProfit and Loss Account

i) Employers Contribution to Provident Fund - Rs 5871 Lacsii) Employers Contribution to Employee State Insurance - Rs 1579 Lacs

The calculation of Earnings Per Share (EPS) as disclosed in the Balance Sheet Abstract

(b) During the year the Company has made provision for Gratuity in books asdesigned benefit plan

4 Subsequent to Accounting Standards -22 Accounting for Taxes on Income Issued by the Institute ofCharteredAccountants of India Deferred Tax Expenses of Rs 120557700 for the periods is recognized inthe profit and LossAmount

Calculation of Deferred TaxLiability is as followsWritten down value of Fixed Assets as on 31032016 (As per Company Act) 168178793Written down value of Fixed Assets as on 31032016 (As per Income Tax Act) 114371729bull Timing Difference 53807064bull Tax 3090 16626383bull Deferred Tax Liability as on 31032016 16626383bull Deferred Tax Liability as on 31042015 15420806bull Deferred Tax Liability to be provided for 1205577

5 Legal amp Professional Fees includes Payments to Auditors comprising as follows-i) Statutory Audit fee Rs 10000000ii) Tax audit and Vat audit Fee Rs 5000000

6 Related Party Disclosure in accordance with Accounting Standard-18

Pacific Finlease Pvt LtdRahul Sidhu Enterprises Pvt LtdRSG Studios Pvt Ltd

(a) Enterprises owned or Significantly Influenced by Directors and their Relatives

60 HIRA AUTOMOBILES LIMITED

Particulars Opening Stock Sales Closing StockQty

825VehiclesSpares ampAccessory

Amount(Rs In Lacs)

37213632756

Qty

5627

Amount(Rs In Lacs)2647068260272

Qty

1131

Amount(Rs In Lacs)

38093031155

b)

Pacific Finlease Pvt Ltd

Rahul Sidhu Enterprises Pvt Ltd

RSGStudios Pvt Ltd

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 1915Interest Recovered during the financial year 207

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 14379Interest Recovered during the financial year 035

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 6229Interest Recovered during the financial year 618

7 Calculation of Earning Per Share is as follows Profit after Tax as per Profit amp Loss Account as on 3132016 5630835

For Basic Earning Per share 2753440For Diluted Earning Per Share 2753440

Basic 219Diluted 219

8 Balance confirmation letters have been obtained from some of the parties on test check basis9 Figures of Previous year have been re-grouped and re classified wherever necessary in order to

conform to the current years presentation

As per our report of even date

No of Equity Share (Face value Rs 10- each)

Detail of transaction for the financial year 2015-16

Earning Per Share

61 HIRA AUTOMOBILES LIMITED

Page 7: HIRAAUTOMOBILESLIMITED - bseindia.com · S. Isher Singh Director Mrs. Neha Sidhu Whole time Director Mrs ... Name Rahulinder Singh Sidhu Age 34 Brief Resume Working as Director in

6

PROXY FORM[Pursuant to section 105(6) of the Companies Act 2013 and rule 19(3) of the Companies (Management and Administration) Rules 2014]

Name of the Company Hira Automobiles Limited

CIN L50101CH1989PLC009500

Registered Office- 0598 Sector 18B Chandigarh 160018

Email hiraaccountsgmailcom

website wwwhiraautomobilescom

Tel No 0175-2209100101102

Name of the member (s)

Registered address

E-mail Id

Folio No Client Id

DP ID

IWe being the member (s) of helliphelliphelliphellip shares of the above named company hereby appoint

1 Name

Address

E-mail Id

Signaturehelliphelliphelliphelliphellip or failing him

2 Name helliphelliphelliphelliphelliphelliphelliphellip

Address

E-mail Id

Signature helliphelliphelliphelliphellip or failing him

3 Name helliphelliphelliphelliphelliphelliphelliphellip

Address

E-mail Id

Sig nature helliphelliphelliphelliphellip

as myour proxy to attend and vote (on a poll) for meus and on myour behalf at the 27th Annual General Meeting of the company to be

held on Friday the 30th day of September 2016 at 0500 pm at Registered Office of the Company 0598 Sector 18B Chandigarh

160018 and at any adjournment thereof in respect of such resolutions as are indicated below

Resolution No Resolution Vote

For Against

Ordinary Business

1 Approval of Annual Accounts for the year ended 31032016

2 To appoint a Director in place of Shri Rahulinder Singh Sidhu who retires byrotation

3 Ratification of Appointment of Auditors

Signed thishelliphellip day ofhelliphelliphellip 2016

Signature of shareholder -----------------------Signature of Proxy holder(s) ------------------

Note This form of proxy in order to be effective should be duly completed and deposited at the Registered Office ofthe Company not less than 48 hours before the commencement of the Meeting

Affix

Revenue Stamp

HIRA AUTOMOBILES LIMITED

8

[Pursuant to section 109(5) of the Companies Act 2013 and rule 21(1) (c) of theCompanies (Management and Administration) Rules 2014]

HIRA AUTOMOBILES LIMITED

CIN ndash L50101CH1989PLC009500

Registered Office- 0598 Sector 18B Chandigarh 160018

Email- hiraaccountsgmailcom website- wwwhiraautomobilescom

Tel No 0175-2209100101102

SNO Particulars Details

1 Name of the First Named Shareholder (In block letters)

2 Postal address

3 Registered folio No Client ID No(Applicable to investorsholding shares in dematerialized form)

4 Class of Share

I hereby exercise my vote in respect of Ordinary Special resolution enumerated below by recording my assent or dissent to thesaid resolution in the following manner

No Item No No of sharesheld by me

I assent to theresolution

I dissent from theresolution

Ordinary Business

1 Approval of Annual Accounts for the year ended31032016

2 To appoint a Director in place of Shri Rahulinder SinghSidhu who retires by rotation

3 Ratification of Appointment of Auditors

PlaceDate

(Signature of the Shareholder)

ATTENDANCESLIPName of the Company Hira Automobiles Limited

CIN L50101CH1989PLC009500

Registered Office- 0598 Sector 18B Chandigarh 160018

Email hiraaccountsgmailcom

website wwwhiraautomobilescom

Tel No 0175-2209100101102

(Please complete this attendance slip and hand it over at the entrance of the Hall)

I hereby record my presence at 27th Annual General Meeting of the Company held on Friday the 30th day of September 2016 at

0500 pm at Registered Office of the Company at 0598 Sector 18B Chandigarh 160018

Folio NoDP ID-Client ID

Full Name of the Shareholder in Block Letters

No of Shares Held

Name of Proxy (if any) in Block Letters

Signature of theShareholderProxyRepresentative

Strike out whichever is not applicable

27th ANNUAL GENERAL MEETINGTOBEHELDONFRIDAY THE30th DAYOFSEPTEMBER 2016 AT0500 PMATREGISTEREDOFFFICEOF THECOMPANY0598 SECTOR18B CHANDIGARH 160018

HIRA AUTOMOBILES LIMITED

10 HIRA AUTOMOBILES LIMITED

FINANCIAL HIGHLIGHTS

EXTRACTOFANNUALRETURN

MEETINGSOFTHEBOARDOFDIRECTORS

DIRECTORS RESPONSIBILITYSTATEMENT

The Extract of Annual Return as required under section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 in Form MGT-9 is annexed herewith for your kindperusal and information

During the Financial Year 2015-16 the Company held fifteen Board meetings of the Board of Directors as perSection 173 of Companies Act 2013 which is summarized below The provisions of Companies Act 2013 andlisting agreement were adhered to while considering the time gap between two meetings

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors of the Company confirms that-(a) In the preparation of the annual accounts the applicable accounting standards have been followed along

with proper explanation relating to material departures(b) The directors had 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 thecompanyat the end of the financial year and of the profit and loss of the company for that period

(c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the company and for preventingand detecting fraud and other irregularities

(d) The directors have prepared the annual accounts on a going concern basis and(e) The directors have laid down internal financial controls to be followed by the company and that such internal

financial controls are adequate and were operating effectively(f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws

and that such systems were adequate and operating effectively

11

30042015 30052015 31052015 21072015 31072015 15092015

30092015 31102015 02112015 30112015 02012016 02022016

15022016 22022016 10032016

HIRA AUTOMOBILES LIMITED

AUDITORSANDREPORTTHEREON

LOANS GUARANTEESANDINVESTMENTS

RELATEDPARTYTRANSACTIONS

CONSERVATIONOFENERGY TECHNOLOGYABSORPTIONANDFOREIGNEXCHANGEOUTGO

RISKMANAGEMENT

DIRECTORSANDKMP

DEPOSITS

Ms Pankaj Chugh amp Associates Chartered Accountants Patiala was appointed as Statutory Auditors for a

period of three years in the Annual General Meeting held on 30 September 2014 Their continuance of

appointment and payment of remuneration are to be confirmed and approved in the ensuing Annual General

Meeting There are no qualifications or adverse remarks in the Auditors Report which require any clarification

explanation The Notes on financial statements are self-explanatory and needs no further explanation Further

the Auditors Report for the financial year ended 31st March 2016 is annexed herewith for your kind perusal and

information

There were no loans guarantees or investments made by the Company under Section 186 of the Companies

Act 2013 for third party during the year under review and hence the said provision is not applicable

The Company has entered into various Related Parties Transactions as defined under Section 188 of the

Companies Act 2013 with related parties as defined under Section 2 (76) of the said Act Further all the

necessary details of transaction entered with the related parties are attached herewith in Form NoAOC-2 for

your kind perusal and information

The Information pursuant to Section 134(3) (m) pertaining to Conservation of Energy Technology Absorption

and Foreign Exchange Outgo is provided in annexure herewith

The Company has insurance policy for all the assets of the Company and all the insurance policies are renewed

well in advance

During the current financial year the following changes have occurred in the constitution of Board of Directors

and KMP of the company

The company has not accepted or renewed any deposits during the year and there are no unclaimed or unpaid

deposits at the end of the financial year

th

12

SNo Name Designation AppointmentResign Date of cessation1 Ramesh Kumar Director Resigned 31122015

HIRA AUTOMOBILES LIMITED

CORPORATESOCIALRESPONSIBILITY

RATIOOFREMUNERATIONTOEACHDIRECTOR

ANNUALEVALUATION

CORPORATEGOVERNANCE

INDEPENDENTDIRECTORSANDDECLARATION

The company does not meet the criteria of Section 135 of Companies Act 2013 read with the Companies(Corporate Social Responsibility Policy) Rules 2014 so there is no requirement to constitute Corporate SocialResponsibility Committee

The information required pursuant to Section 134(3) and Section 197(12) read with Rule 5 (1) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employees of the Companyand Directors is attached herewith Further information required under Rule 5 (2) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is nil as no employee of the Company isin receipt of remuneration as stated therein

Pursuant to the provisions of the Companies Act 2013 the Board has carried out an annual performanceevaluation of its own performance the directors individually as well as the evaluation of the working of its AuditNomination amp Remuneration Committee A separate exercise was carried out to evaluate the performance ofindividual Directors including the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgment safeguarding the interest of the Company and itsminority shareholders etc The performance evaluation of the Independent Directors was carried out by theentire Board The performance evaluation of the Chairman and the Non Independent Directors was carried outby the Independent Directors who also reviewed the performance of the Secretarial Department

Report on Corporate Governance along with the Certificate of Ms Pankaj Chugh amp Associates CharteredAccountants Patiala Statutory Auditors of the Company confirming compliance of conditions of CorporateGovernance asstipulated in the Listing Agreement with the Stock Exchanges forms part of the Board ReportThe information under Schedule V Part II Section II point IV is asunder

Shri Isher Singh Smt Rajbir Kaur and SmtRupinder Kaur were appointed as independent directors byshareholders on 30 September 2014 as per Section 149(10) of the Companies Act 2013 for a term of 5consecutive years on the Board of the Company The Board of Directors of the Company hereby confirms that allthe Independent directors duly appointed by the Company have given the declaration and they meet the criteriaof independence as provided under section 149(6) of the Companies Act 2013

a) Theremunerationpackageof thedirectorsareasfollows

13

Salary Rs 96000000 Rs 84000000

Bonus 000 000

Stock Options 000 000

Pension 000 000

HIRA AUTOMOBILES LIMITED

NOMINATIONANDREMUNERATIONCOMMITTEE

REMUNERATIONPOLICY

As per the section 178(1) of the Companies Act 2013 the Companys Nomination and Remuneration Committeecomprises of three Non-executive Directors The table sets out the composition of the Committee as on31032016

The date of meetings of committee and attendance of members is given in report on corporate governanceattached with the report

The Terms of Reference of the Nomination and Remuneration Committee are as under1 To identify persons who are qualified to become Directors and who may be appointed in senior management

in accordance with the criteria laid down recommend to the Board their appointment and removal and shallcarry out evaluation of every Directors performance

2 To formulate the criteria for determining qualifications positive attributes and independence of a Directorand recommend to the Board a policy relating to the remuneration for the Directors Key ManagerialPersonnel and other employees

3 The Nomination and Remuneration Committee shall while formulating the policy ensure thata The level and composition of remuneration is reasonable and sufficient to attract retain and motivate

Directors of the quality required to run the Company successfullyb Relationship of remuneration to performance is clear and meets appropriate performance benchmarks

andc Remuneration to Directors Key Managerial Personnel and senior management involves a balance

between fixed and incentive pay reflecting short and long-term performance objectives appropriate to theworking of the company and its goals

4 Regularly review the Human Resource function of the Company5 Discharge such other function(s) or exercise such power(s) as may be delegated to the Committee by the

Board from time to time6 Make reports to the Board as appropriate7 Review and reassess the adequacy of this charter periodically and recommend any proposed changes to

the Board for approval from time to time8 Any other work and policy related and incidental to the objectives of the committee as per provisions of the

Act and rulesmade there under

The remuneration paid to Executive Directors is recommended by the Nomination and RemunerationCommittee and approved by Board in Board meeting subject to the subsequent approval of the shareholders atthe General Meeting and such other authorities as may be required The remuneration is decided afterconsidering various factors such as qualification experience performance responsibilities shouldered industrystandards aswell as financial position of the Company

The Non Executive Directors have not been paid any Sitting Fees during the year

Termsof Reference

`

RemunerationtoExecutiveDirectors

RemunerationtoNonExecutiveDirectors

14

Isher Singh Chairman Independent Non ExecutiveRupinder Kaur Member Independent Non ExecutiveRajbir Kaur Member Independent Non Executive

HIRA AUTOMOBILES LIMITED

AUDITCOMMITTEE

SECRETARIALAUDITREPORT

VIGILMECHANISM

SHARESa BuyBackofSecurities

b Sweat Equity

c BonusShares

d EmployeesStockOptionPlan

ORDEROFCOURT

DETAILSOFADEQUACYOFINTERNALFINANCIALCONTROLS

SHARESINSUSPENSEACCOUNT

According to Section 177 of the Companies Act 2013 the companys Audit Committee comprised of threedirectors The board has accepted the recommendations of the Audit Committee The table sets out thecomposition of the Committee as on 31032016

The date of meetings of committee and attendance of members is given in report on corporate governanceattached with the report

There are certain observations in the Secretarial Audit Report which require corrective actions and the Board hasgiven necessary instructions in this regard Further the Secretarial Audit Report as provided by Mr RavinderKumar Company Secretary in Practice for the financial year ended 31st March 2016 is annexed herewith foryour kind perusal and information

As per Section 177(9) and (10) of the Companies Act 2013 and as per the Clause 49 of the Listing Agreementthe company has established Vigil Mechanism for directors and employees to report genuine concerns andmade provisions for direct access to the chairperson of the Audit Committee Company has formulated thepresent policy for establishing the vigil mechanism Whistle Blower Policy to safeguard the interest of itsstakeholders Directors and employees to freely communicate and address to the Company their genuineconcerns in relation to any illegal or unethical practice being carried out in the Company

The Company has not bought back any of itssecurities during the year under review

The Company has not issued any Sweat Equity Sharesduring the year under review

No Bonus Shares were issued during the year under review

The Company has not provided any Stock Option Scheme to the employees

There is no significant and material order passed by the regulators or courts or Tribunals impacting the goingconcern status and companys operation in future

Internal Financial Controls are adequate and are in consonance with the size and operations of the Company

i Aggregate number of shareholders and the outstanding shares in the suspense account lying at the

15

Isher Singh Chairman Independent Non ExecutiveRupinder Kaur Member Independent Non ExecutiveRajbir Kaur Member Independent Non Executive

HIRA AUTOMOBILES LIMITED

ii Number of shareholders who approached issuer for transfer of shares fromsuspense account during theyear=nil

iii Number of shareholders to whomshareswere transferred fromsuspense account during the year=niliv Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end

of the year=nil

i Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account atthe beginning of the year=nil

ii Number of shareholders who approached the issuer for transfer of shares from the Unclaimed SuspenseAccount during the year=nil

iii Number of shareholders to whom shares were transferred from the Unclaimed Suspense Account during theyear=nil

iv Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account atthe end of the year=nil

The material variations between the projectionsand the actual utilization are not applicable

The Code of Conduct of Hira Automobiles Limited is attached herewith

Management Discussion and Analysis Report is attached herewith

The Company has in place `Prevention of Sexual Harassment Policy` This Anti-Sexual Harassment policyof the Company is in line with the requirements of The Sexual Harassment of Women at the Workplace(Prevention Prohibition amp Redressal) Act 2013 All employees (permanent contractual temporary andtrainees) are covered under this policy An Internal Complaints Committee (ICC) is in place to redresscomplaints received regarding sexual harassment The following is a summary of sexual harassmentcomplaints received and disposed off during the year - No of complaints received Nil -No of complaintsdisposed off NA

Your Directors wish to express their grateful appreciation to the continued co-operation received from theBanks Government Authorities Customers Vendors and Shareholders during the year under review YourDirectors also wish to place on record their deep sense of appreciation for the committed service of theExecutives staff and Workers of the Company

SHARESINUNCLAIMEDSUSPENSEACCOUNT

MATERIALVARIATIONS

CODEOFCONDUCT

MANAGEMENTDISCUSSIONANDANALYSISREPORT

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION PROHIBITION ampREDRESSAL) ACT 2013

ACKNOWLEDGEMENT

16 HIRA AUTOMOBILES LIMITED

17

FORM NO MGT-9

i CIN L50101CH1989PLC009500

ii Registration Date 06071989

iii Name of the Company Hira Automobiles Limited

iv CategorySub-Category of the Company Indian Non Government Company

v Address of the Registered office and contact details 0598 Sector 18-B Chandigarh 160018Tele - 0175-2209100101102

vi Whether listed company Yes

vii Name Address and Contact details of Registrarand Transfer Agent If any

Ms Beetal Financial amp Computer ServicesPrivate LimitedBeetal House 3rd Floor99 Madangir BehindLocal Shopping Center Near Data HarsukhdasMandir New Delhi-110062 Ph 011-2996128182FAX011-29961284

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 or more of the total turnover of the company shall be stated-

1 Selling of Cars spare parts accessories etc 100NA

III PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

1 NIL NIL NIL NIL NIL

[Pursuant to section 92(3) of theCompanies Act 2013 and rule12(1) of the Companies (Mangementand Administration) Rules 2014]

I REGISTRATION AND OTHERS DETAILS

HIRA AUTOMOBILES LIMITED

18

Demat Physical Total of TotalShares

Demat Physical Total ofTotal

Shares

1) IndianIndividualHUF

2635700 2635700 9572 2635700 2635700 9572

CentralGovtState

Govt(s)Bodies CorpBanks FIAny Other

2635700 2635700 9572 2635700 2635700 9572

NRIs-IndividualsOther-

IndividualsBodies CorpBanks FIAnyOtherhellip

PublicShareholding

MutualFundsBanks FI

i Category-Wise Share Holding

Sub-Total)A)(2)

Central Govt

iv Shareholding Pattern (Equity Share Capital Breakup as percentage of Total Equity)

a) State Govt(s)b)Venture Capital

Funds

c) InsuranceCompanies

HIRA AUTOMOBILES LIMITED

19

d)FIIse)Foreign Venture

Capital Fundsf) Others (specify)

Sub-total(B)(1)

2 Non Institutionsa) Bodies Corp

(i) Indian

(ii) Overseas

500 500 002 500 500 002

(ii) Individual

(i) Individualshareholders

holding nominalshare capital uptoRs 2 lakh

116740 116740 424 116740 116740 424

shareholdersholding nominalshare capital inexcess of Rs 1lakh

c) Others(Specify)-NRI

500 500 002 500 002

Sub-total(B)(2) 117740 117740 428 117740 428TotalPublicShareholding(B)=(B)(1)+(B)(2)

117740 117740 428 117740 428

CShares heldby

CustodianforGDRsampADRsGrandTotal

(A+B+C) 2753440 2753440 100

500

117740

117740

2753440 2753440 100

b) Individuals

HIRA AUTOMOBILES LIMITED

20

Sr

No

Shareholderrsquos

Name

Shareholding at the beginning of the

year

Shareholding at the end of the year

No ofShares

of totalShares ofthecompany

of SharesPledged encumberedto totalshares

No ofShares

1 Rajinder KaurBhattal

826000 3000 000 826000

2 Kuldeep SinghBhattal

272100 988 000 272100

3 RahulinderSingh Sidhu

270000 981 000 270000

4 Simran Bajwa 265000 962 000 2650005 D S Sangha 51600 187 000 516006 Preet Sangha 25400 092 000 254007 Vikram Bajwa 24700 090 000 247008 Manjeet Kaur

Sangha862900 3134 000 862900

9 AmandeepSingh Sangha

21600 078 000 21600

10 Karamjit Singh 15400 056 000 1540011 Neha Sidhu 1000 004 000 1000

of totalShares ofthecompany

of SharesPledged encumberedto totalshares

change inshareholdingduring theyear

3000 000 000

988 000 000

981 000 000

962 000 000187 000 000092 000 000090 000 0003134 000 000

078 000 000

056 000 000004 000 000

No of shares No of shares of total sharesof the company

At the beginning of the year NIL NIL NIL NIL

At the End of the year

ii Shareholding of Promoters

iii Change in Promoters Shareholding (please specify if there is no change)

of total sharesof the company

NIL NIL NIL NIL

NIL NIL NIL NIL

Date wise Increase Decreasein Promoters Share holdingduring the year specifying thereasons for increasedecrease (eg allotmenttransfer bonus sweat equityetc)

HIRA AUTOMOBILES LIMITED

21

Indebtedness at thebeginning of the financialyeari) Principal Amountii) Interest due but not paidiii) Interest accrued but not

142138000 8157035200 8299173200

Total(i+ii+iii) 142138000 8157035200 8299173200Change in Indebtednessduring the financial year- Addition- Reduction (142138000)

2761646100(142138000)

Net Change (142138000) 2761646100 2619508100

Indebtedness at theend of the financial yeari) Principal Amountii) Interest due but not paidiii) Interest accrued but notdue

- 10918681300 10918681300

Total (i+ii+iii) - 10918681300 10918681300

iii INDEBTEDNESSIndebtedness of the Company including interest outstandingaccrued but not due for payment

2761646100

HIRA AUTOMOBILES LIMITED

22

Stock Option 000 000 000

Sweat Equity 000 000 000

Commission- as of profit- others specify

000 000 000

Others please specify 000 000 000

Total(A) 84000000 96000000 180000000

Ceiling as per the Act

REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A Remuneration to Managing Director Whole-Time Directors andor Manager

NEHA SIDHU RAHULINDERSINGH SIDHU

(b)Value of perquisites us17(2) Income-tax Act1961

( )17 3 Income- taxAct1961 000 000

Gross salary(a)Salary as per provisions contained

1961

84000000 96000000 180000000

(c)Profits inlieu of salary under section

000

000

000 000

in section17(1) of the Income-tax Act

HIRA AUTOMOBILES LIMITED

23

Independent DirectorsmiddotFee for attending board committee meetings

middotCommission

middotOthers please specify

NIL NIL NIL NIL NIL

Total(1) NIL NIL NIL NIL NILOther Non-Executive Directors

middotFee for attending board committee meetingsmiddotCommissionmiddotOthers please specify

NIL NIL NIL NIL NIL

Total(2) NIL NIL NIL NIL NIL

Total(B)=(1+2) NIL NIL NIL NIL NIL

Total Managerial Remuneration NIL NIL NIL NIL NIL

Over all Ceiling as per the Act NIL NIL NIL NIL NIL

CEO Company CFO TotalSecretary

Gross salary(a)Salary as per provisionscontained in section17(1)of

the Income tax Act 1961

000 000 285487 285487

000 000 000 000

Sweat Equity 000 000 000 000

- (b)Value of perquisites us

17(2)Income-taxAct1961

000

000

000

000

000

000

000

000

Commission- as of profit-others specifyhellip

000 000 000 000

Others please specify 000 000 000 000

Total 000 000 285487 285487

C Remuneration to Key Managerial Personal Other Than MDManagerWTD

(C)Profits inlieu of salary undersection 17(3) Income-taxAct 1961

Sweat EquityStock Option

IV PENALTIESPUNISHMENTCOMPOUNDINGOFOFFENCES--------------------------------------------NIL---------------------------------------

HIRA AUTOMOBILES LIMITED

B Remuneration to other directors

24

Parti culars Details

A Name(s) of the related party and nature of relationship Rahul Sidhu Enterprises Pvt Ltd

B Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not SpecifiedD Salient terms of the contracts or arrangements or transactions

including the value if anyAt bank rate of Interest

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the Board 30042015G Amount paid as advances if any 226620-

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

2 Details of contracts or arrangements or transactions not at arms length basis

Par t i cul ars Details

A Name(s) of the related party and nature of relationship RSG Studios Pvt Ltd

B Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not Specified

D Salient terms of the contracts or arrangements or transactionsincluding the value if any

At bank rate of Interest

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the Board 30042015

G Amount paid as advances if any 971927-

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

HIRA AUTOMOBILES LIMITED

NA

NA

CONSERVATIONOFENERGY TECHNOLOGYABSORPTIONANDFOREIGNEXCHANGEOUTGO

(A) Conservationof energy

(B) Technologyabsorption

(C) ForeignexchangeearningsandOutgo

Steps taken impact on conservation of energy with special reference to the following(i) Steps taken by the company for utilizing alternate sources of energy including waste generated - NIL(ii) Capital investment on energy conservation equipment - NIL

1 Efforts in brief made towards technology absorption - NIL2 Benefits derived as a result of the above efforts eg product improvement cost reduction product

development import substitution etc - NIL3 In case of imported technology (imported during the last 3 years reckoned from the beginning of the

financial year) following information may be furnished(a) Details of technology imported - NIL(b) Year of import - NIL(c) Whether the technologybeen fully absorbed- NIL(d) If not fully absorbed areaswhere absorption hasnot taken place and the reasons therefore- NIL

4 Expenditure incurred on Research and Development

25

Earnings NIL

Outgo NIL

including the value if any

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the BoardG Amount paid as advances if any Nil

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

A Name(s) of the related party and nature of relationship Pacific Finlease Pvt LtdB Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not Specified

D Salient terms of the contracts or arrangements or transactions At bank rate of Interest

NA

HIRA AUTOMOBILES LIMITED

26

RATIOOF REMUNERATION

(i) the ratio of the remuneration of each director to the median remun--eration of the employees of the company for the financial year

4701

(ii) the percentage increase in remuneration of each director Chief FinancialOfficer Chief Executive Officer Company Secretary or Manager if anyin the financial year

Nil

(iii) the percentage increase in the median remuneration of employees inthe financial year

Nil

(iv) the number of permanent employees on the rolls of company 866(v) the explanation on the relationship between average increase inremuneration and company performance

NA

(vi) comparison of the remuneration of the Key Managerial Personnelagainst the performance of the company

As per individual performance

Nil

(viii) average percentile increase already made in the salaries of employeesother than the managerial personnel in the last financial year and itscomparison with the percentile increase in the managerial remunerationand justification thereof and point out if there are any exceptionalcircumstances for increase in the managerial remuneration

Nil

(ix) comparison of the each remuneration of the Key Managerial Personnelagainst the performance of the company

As per individual performance

(x) the key parameters for any variable component of remuneraavailed by the directors

tion Nil

(xi) the ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess ofthe highest paid director during the year

Nil

(xii) Affirmation that the remuneration is as per the remuneration policyof the company

Yes

Vii) Variations in the capitalisation of the company price earningsratio as at the closing date of the current financial year and previousfinancial year and percentage increase over in the marketquotations of the shares of the company in comparison to the rate atwhich the company came out with last public offer incase of listecompanies and in case of unlisted companies the variations in the networth of the company as at the close of the current financial year andprevious financial year

HIRA AUTOMOBILES LIMITED

27 HIRA AUTOMOBILES LIMITED

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee StockPurchase Scheme) Guidelines 1999

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)

Regulations 1993 regarding the Companies Act and dealing with client(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009 and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998

(vi) Factories Act 1948 The Punjab Shops and Commercial Establishments Act 1958 The Payment of WagesAct 1936 The Minimum Wages Act 1948 Employees State Insurance Act 1948 The EmployeesProvident Fund amp Miscellaneous Provisions Act 1952 Payment of Bonus Act 1965 The Payment ofGratuity Act 1972 The Industrial Employment (Standing Orders) Act 1946 The Employment Exchange(Compulsory Notification of Vacancies) Act 1956 The Environment (Protection) Act 1986 The HazardousWastes (Management Handling amp Trans boundary Movement) Rules 2008 The Water (Prevention ampControl of Pollution) Act 1974 The Air (Prevention amp Control of Pollution) Act 1981 and The Punjab LabourWelfare Fund Act 1965

I have also examined compliance with the applicable clauses of the following

(i) Secretarial Standards issued by The Institute of Company Secretaries of India(ii) The Listing Agreement entered into by the Companywith BSE Limited

During the period under review the Company has complied with the provisions of the Act RulesRegulations Guidelines Standards etc mentioned above except to the extent as mentioned below

1 That Company has not complied with Regulation 38 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 relating to maintaining of minimum publicshareholding by a listed Company

2 That Company Secretary of the Company has resigned and new Company Secretary is to be appointed asrequired under Section 203 of The Companies Act 2013

3 That Company has not deducted and deposited labour welfare fund as required under The Punjab LabourWelfare Fund Act 1965

4 That Statutory bonus as required under Payment of Bonus Act 1965 has not been paid by the Companyduring the year

5 That there are related party transactions which are not in ordinary course of business and which are not atarms length basis

6 That there is carry forward of loans given to parties which are covered under section 185 of the CompaniesAct 2013

7 That the Company has 14 locations and some locations need to get registration under The Punjab Shopsand Commercial Establishments Act 1958 and some locations require factory license under Factories Act1948 whereas some locations require consent authorization for operation of a facility under pollution lawsand The Hazardous Wastes (Management Handling amp Trans boundary Movement) Rules 2008

8 That the periodical returns required to be filed under The Employment Exchange (Compulsory Notificationof Vacancies) Act 1956 has not been filed and are pending

I further report thatThe Board of Directors of the Company is duly constituted with proper balance of Executive Directors NonExecutive Directors and Independent Directors The changes in the composition of the Board of Directors thattook place during the period under review were carried out in compliance with the provisions of the Act

-

28 HIRA AUTOMOBILES LIMITED

Adequate notice is given to all directors to schedule the Board Meetings agenda and detailed notes on agendawere sent at least seven days in advance and a system exists for seeking and obtaining further information andclarifications on the agenda items before the meeting and for meaningful participation at the meeting

Majority decision is carried through while the dissenting members views are captured and recorded as part ofthe minutes

I further report that there are adequate systems and processes in the company commensurate with the size andoperations of the company to monitor and ensure compliance with applicable laws rules regulations andguidelines

This report is to be read with our letter of even date which is annexed as and forms an integralpart of this report

29 HIRA AUTOMOBILES LIMITED

30 HIRA AUTOMOBILES LIMITED

HIRA AUTOMOBILES LIMITEDCODEOF CONDUCT

PERSONTOWHOMTHECODEISAPPLICABLE

( ) GENERALSTANDARDOFCONDUCT

( ) APPLICABLELAWS

( ) CONFLICTOFINTEREST

( ) PROTECTINGCONFIDENTIALINFORMATION

This code is applicable to the following persons (hereinafter referred to as Officers of the company)-All the Board Members-The entire Core group Members of the Companyand heads of the department

1 Officers are expected to exercise good judgment to ensure the safety and welfare of employees consumerscustomers suppliers shareholders lenders and other stakeholders and to maintain a co-operativeefficient positive harmonious and productive work environment practice integrity in inter-personalrelationships work on the principal of mutual trust transparencyand teamwork

2 Officers are expected to acquire and maintain professional competence3 Officers are expected to observe discipline and conduct themselves both on and off-duty in a manner to

uphold the high image of the company4 Officers are expected to assist the company in identifying controlling mitigating and managing business

risks within the companys risk management policy framework5 Officers are expected to assist the company in providing to its employees a work environment free of

harassment and free of discrimination based on race religion creed color physical or mental disability agesex etc

6 Officers should not engage in selling or distribution or be in possession of or use narcoticspsychotropicdrugs or be under influence of alcohol while on duty

7 As Officers represent the Company before the public and various authorities they are expected to dressneatly and appropriately in a manner consistent with the nature of their work and the image of the company

8 Officers should not claim from the company unauthorized personal expenses9 Customersupplierinvestor Relationships- Officers who need to deal with customers suppliers and investors

should understand that they are dealing and therefore should uphold the image and goodwill generated andbuilt-up by the Companyover the year

Officers must acquire adequate Knowledge of all the applicable laws rules regulations order and notificationsunder regulatory framework as applicable to their functions and duties and should follow and comply with thesame and avoid violation breach or infringement thereof

Officers of the Company will avoid conflict of interest Conflict of interest is said to exit when personal interest mayhave a potential conflict with the interest of the company at large Where any transaction involves conflict ofinterest prior approval of the Managing Directors Executive Director and in case of a Director of the Boardshould be obtained

The Companys confidential information is a vita and asset It may relate to product product formula processproduct plans and road maps cost and financial information information as to customers suppliers dealers andemployees business arrangements and agreements as well as to patents trademarks copyrights and tradesecrets For the purpose of this Code confidential information would also include the information obtained by theCompany from a third party under a Non Disclosure Agreement Such confidential information should beprotected and safeguarded against unauthorized personal use and should not be disclosed to any one expect (i)with prior authorization (ii) in the ordinary course of carrying on the business of the Company In the course ofconducting the Companys Business Officers may come in possession of confidential information about itsemployees customers suppliers etc Officers should handle the same with utmost responsibility and prevent itsmisuse

I

II

III

IV

31 HIRA AUTOMOBILES LIMITED

( ) PREVENTIONOFINSIDERTRADING

( ) COMPANYSASSETS

( ) NONCOMPLIANCE

( ) ANYAMENDMENTSORMODIFICATIONTOTHECODEOFCONDUCT

( )ACKNOWLEDGEMENTOFRECEIPTOFCODEOFCONDUCTANDETHICS

1 COMPANY PHILOSOPHY ONCODEOF GOVERNANCE

2 BOARDOF DIRECTORS

V

VI

VII

VIII

IX

Officers are privy to price sensitive inside information and should not use it to make personal gains TheCompany has framed Code of Conduct for prevention of insider trading in the Securities of the CompanyOfficers should follow the same in letter and spirit

Protecting and safeguarding the Companys assets and properties and preventing their unauthorized usepersonal use is one of the key and prime responsibility of Officers Officers are personally responsible of theCompanys funds under their control Officers should use electronic communication facilities like e-mail Internetetc in a legal ethical and appropriate manner and not expose the Company to liability resulting from the illegalunauthorized or unethical use thereof

In case of non-compliance of any of the provisions of this Code of conduct the same shall be reported to theChairman of the Board of Directors of the Company

This Code of Conduct is subject to modification The Board of Directors has the requisite power and the authorityto update and amend the Code of Conduct from time to time

I have received and read the Companys Code of Conduct and Ethics and have understood the standards andpolicies contained therein I agree to comply with the Companys Code of Conduct and Ethics I hereby affirm tothe Company compliance with the Code Conduct and Ethics on an annual basis and also undertake to renewsuch affirmation in the first weekof April every year

Pursuant to Regulation 34 read with Schedule V to the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 a Report on Corporate Governance is givenbelow

The report on Corporate Governance is requirement under Listing Agreement entered into with stockExchange and forms part of the report of the Board of Directors to the shareholders of the Company Thisreport gives an insight into the organizational structure of the Company The vision of the company is to be afinancially sound profitable growth oriented company committed to building and maximizing sustainablevalue for all the shareholders In its endeavor to attain the goal visualized the company is laying maximumemphasis on the effective system of Corporate Governance

(a) CompositionThe present strength of Board of Directors of the Company is five comprising of two Promoter Directors and threeIndependent Directors having diversified professional experience Out of total strength of five Directors two areexecutive and three are Non-Executive The composition of Board of Directors as on 31 March 2016 is asunder

REPORT OF THEBOARDOFDIRECTORS ONCORPORATEGOVERNANCE

st

32 HIRA AUTOMOBILES LIMITED

SN Name DIN Designation Nature of Directorship

1 Rahul Inder SinghSidhu

00447452Chairman and ManagingDirector

Promoter Executive

2 Neha Sidhu 00460875 Whole-time director Promoter Executive

3 Isher Singh 02990779 Director Independent Non Executive4 Rajbir Kaur 06397998 Director Independent Non Executive

5 Rupinder Kaur 06403845 Director Independent Non Executive

6 Ramesh Kumar 00126036 Director Independent Non Executive

Sh Ramesh Kumar has resigned on 31122015 from the office of Director(b) Attendance of each Director at the Board Meetings held during the year 2015-16 and last Annual General

Meeting and number of other Boards or Board Committees in which heshe is a member is as under-

The detail of number of shares and convertible instruments held by non ndash executive directors is given asbelow

Shri Rahulinder Singh Sidhu Managing Director of the Company and Smt Neha Sidhu Whole Time Director on theBoard of Directors are related to each other as husband and wife

(c) During the year fifteen meetings of the Board ofDirectors were held on the following dates-

The familiarization programme imparted to independent directors is disclosed on weblinkof the Company

wwwhiraautomobilescom

33

30042015 30052015 31052015 21072015 31072015 15092015

30092015 31102015 02112015 30112015 02012016 0202201615022016 22022016 10032016

SN Name of non ndash executive Director No of Equity Shares Held No of convertibleinstruments Held

1 Rajbir Kaur Nil NA

2 Rupinder Kaur Nil NA3 Isher Singh Nil NA

Total Nil NA

SN

Name of Director No of BoardMeeting attended

No of otherDirectorship

Membershipin other

Committees

Attendance atlast AGM

1 Rahulinder Singh Sidhu 15 4 - Yes

2 Neha Sidhu 12 4 - Yes

3 Isher Singh 12 - 3 -

4 Rajbir Kaur 6 - 3 -

5 Rupinder Kaur 6 - 3 -

6 Ramesh Kumar 1 4 - -

HIRA AUTOMOBILES LIMITED

34

3 AUDITCOMMITTEE

4NOMINATIONANDREMUNERATIONCOMMITTEE

Remunerationpolicy

The terms of reference of the audit committee include all the matters as provided under Section 177 (4) of TheCompanies Act 2013 and the rules made there under and SEBI (LODR) Regulations 2015

As on 31 March 2016 In compliance with the provisions of Section 177(2) of the Companies Act 2013 AuditCommittee comprises of three Non-Executive Independent Directors five meetings of Audit Committee wereheld during the year under consideration on following dates

The details of members of the audit committee and their attendance is as under-

The terms of reference of Nomination and Remuneration Committee covers all the matters provided under theCompanies Act 2013 and the rules made there under and SEBI (LODR) Regulations 2015

As on 31 March 2016 in compliance with the provisions of Section 178(1) of the Companies Act 2013Nomination and Remuneration Committee comprises of three Non-Executive Independent Directors Twomeetings of Nomination and Remuneration Committee were held during the year under consideration on 30May 2015 and 10 March 2016The details of members of the audit committee and their attendance is as under-

Remuneration policy ensures that the level and composition of remuneration is reasonable and sufficient toattract retain and motivate directors of the quality required to run the company successfully and that relationshipof remuneration to performance is clear and meets appropriate performance benchmarks and that remunerationto directors key managerial personnel and senior management involves a balance between fixed and incentivepay reflecting short and long-term performance objectives appropriate to the working of the company and itsgoals

CompositionandMeetings

CompositionandMeetings

st

st

th

th

30052015 31072015 31102015 15022016 28032016

Name of Directors Position held in theCommittee

Category MEETINGSHeld Attended

Isher Singh Chairman Independent NonExecutive

Five Five

Rupinder Kaur Member Independent NonExecutive

Three Three

Rajbir Kaur Member Independent NonExecutive

Three Three

Name of Directors Position held in theCommittee

Category MEETINGS

Held Attended

Isher Singh Chairman Independent NonExecutive

Two Two

Rupinder Kaur Member Independent Non

Executive

Two Two

Rajbir Kaur Member Independent NonExecutive

Two Two

HIRA AUTOMOBILES LIMITED

35

5 REMUNERATIONOFDIRECTORS

6 STAKEHOLDERS GRIEVANCECOMMITTEE

7 GENERALBODYMEETINGS

There is no pecuniary relationship or transaction of the company with its independent directors other thanpayment of sitting fee to them for attending Board and Committee meetings Following Executive Directors werepaid as per detail given below

and no commission on profits is paid to any of the Directors No stock option has been given to any of theDirectors including Executive Directors

As on 31 March 2016 in compliance with the requirement of Section 178(5) of The Companies Act 2013Stakeholder Relationship Committee comprises of three Non-Executive Independent Directors to consider andresolve the grievances of security holders of the companyper detail given below

Sh Rahul Inder Singh Sidhu Managing Director has been appointed as Compliance officer for the purpose ofcomplying with various provisions of the Guidelines Regulations issued by Securities and Exchange Board ofIndia Listing Agreement with Stock Exchanges

The Company has not received any complaint during the year from the shareholders and there is no pendingcomplaint with the Company

(i) Location and time where last three Annual General Meetings were held is given below-

(i) Compositionst

(ii) ComplianceOfficer

(iii) Complaints

SN

NAME OFDIRECTOR

DESIGNATION SALARY Rs BENEFITS BONUS STOCKOPTIONS

PENSION

1 RahulinderSingh Sidhu

ManagingDirector

960000- - - - -

2 Neha Sidhu Whole TimeDirector

840000- - - - -

Name Category Designation

Isher Singh Independent Non Executive Chairman

Rupinder Kaur Independent Non Executive Member

Rajbir Kaur Independent Non Executive Member

Financial Year Date Time Venue

2012-13 30092013 1100 A M 20 Sector 8A Chandigarh 1100022013-14 30092014 500 PM 20 Sector 8A Chandigarh 110002

2014-15 30092015 500 PM 20 Sector 8A Chandigarh 110002

HIRA AUTOMOBILES LIMITED

36

(ii) Following Special Resolutions were passed in the previous 3 Annual General Meeting

(iii) No special resolution has been passed last year through postal ballot and no special resolution isproposed to be conducted through postal ballot

Quarterly results are normally published in the newspapers and also sent to BSE Limited Physical copy ofannual report which inter alia includes the Directors Report Corporate governance report Audited AccountsCash Flow Statements etc was sent to shareholders by post and also to BSE Limited The quarterly results andannual report isalso available on companys website at under investors section

Date 30092016 Time 0500 PM Day Friday and Venue Registered Office of the Company at 0598 Sector18B Chandigarh 160018

The companys Financial Year starts from 1 April every year and conclude on 31 March next year

The Register of Members and the Share Transfer Books of the Company shall remain closed from 29 day ofSeptember 2016 to 30 day of September 2016 (both days inclusive)

No dividend has been recommended by the Board this year and therefore information under this sub clause is nil

The shares of the Company are listed at BSE Limited only as other regional stock exchanges viz Delhi StockExchange Association Limited Ludhiana Stock Exchange Association Limited and Ahmedabad StockExchange Limited had been de-recoganised in the process of de-recoganition by Securities and ExchangeBoard of India The Company haspaid listing fee to BSE Limited

The Stock Code of the Company on BSE Limited is 531743

There was no trading of shares of the Company and no market price data is available Further Securities of theCompany were not suspended from trading by BSE Limited during last year

The Company has appointed Ms Beetal Financial amp Computer Services Private Ltd New Delhi as CommonAgency (RTA) for Share Transfer work in both modes physical as well as electronically Detail of RTA is as underMs Beetal Financial amp Computer Services Private LimitedBeetal House 3 Floor99 Madangir Behind Local Shopping Center Near Data Harsukhdas MandirNewDelhi- 110062 Ph 011-2996128182 Fax 011-29961284

The companys shares in dematerialized form transferable through depository system and Shares in physicalform are processed by Ms Beetal Financial amp Computer Services Private Limited The Board has authorised ShRahulinder Singh Sidhu Managing Director of the company to approve share transfers and matter relatedtherewith

8 MEANSOFCOMMUNICATION

9 GENERALSHAREHOLDERINFORMATIONAnnual General Meeting

Financial Year

BookClosure

Dividend

Listing

StockCode

StockMarket Data

Registrar andShareTransfer Agents

ShareTransfer System

wwwhiraautomobilescom

st st

th

th

rd

30092013 Nil

30092014 1 Approval for Borrowing Money in excess of the aggregate of the paid up share capital andfree reserves of the Company 2 Amendments in Articles of Association

30092015 Nil

HIRA AUTOMOBILES LIMITED

37

ReconciliationofShareCapital Audit

Distribution of shareholding

Dematerializationof sharesandliquidity

GDRsADRs

Mr Ravinder Kumar Practising Company Secretary carries out the Reconciliation of Share Capital Audit asmandated by SEBI and reports on the reconciliation of total issued and listed Capital with that of total sharecapital admitted held in dematerialized form with NSDL and CDSL and those held in physical form This audit iscarried out on quarterly basis and the report thereof is submitted to the Stock Exchanges

Detail of distribution of share holding of equity share of the Company by size and ownership class as on31032016 is given as under

The Shares of the company have not been traded on stock exchange during the period under review TheCompany has not been allotted ISIN and number of shares held in dematerialized formis nil

The Company has not issued any GDRsADRsWarrants or any Convertible instruments

UP TO 5000 129 6293 38840 38840000 14106

5001 TO 10000 49 2390 44500 44500000 16162

10001 TO 20000 7 341 10000 10000000 0363220001 TO 30000 4 195 9000 9000000 03269

30001 TO 40000 2 098 6800 6800000 02470

40001 TO 50000 1 049 4400 4400000 01598

50001 TO 100000 1 049 5200 5200000 01889

100001 AND ABOVE 10 585 2634700 2634700000 956876

Indian Promoter-IndividualHUF 11 2635700 9572

Non Resident Individual 1 500 002

Bodies Corporate 1 500 002

Resident Individuals-HUF 190 116740 424

HIRA AUTOMOBILES LIMITED

38

Plant ShowroomLocationsShowroom Locations

Address for correspondence

Related Party Transactions

Compliance

Vigil Mechanism

WhistleBlower Policy

Mandatory Requirements

1 Hira Automobiles Limited Rajbaha Road Patiala Ph No 0175-22091002 Hira Automobiles Limited Malout Road Muktsar Ph No 01633-2620203 Hira Automobiles Limited Village Bhadak Rajpura Ph No 01762-2448814 Hira Automobiles Limited Radha Swami Satsang Road Nabha PhNo 01765-5059595 Hira Automobiles Limited Muktsar Road Malout Ph No01637-2637246 Hira Automobiles Limited Patiala Pehowa Road DevigarhPh No0175-26311527 Hira Automobiles Limited Bathinda Malout Road Gidderbaha8 Hira Automobiles Limited Nabha Road Bhadson9 Hira Automobiles Limited Cheeka road Samana

10 Hira Automobiles Limited Malout Road Killianwali

Following is the address for correspondenceRegistered Office ndash Hira Automobiles Limited 0598 Sector 18-B Chandigarh 160018

There are no materially significant related party transactions that may have potential conflict with the interests ofcompany at large There were transactions with related parties at market price at arms length basis which aredisclosed in Form AOC ndash 2 attached herewith The policy on dealing with related party transactions is availableon web link of the Company

The Company has complied with all the provisions of listing agreement and that no penalties and or strictureshas been imposed on the company by Stock Exchange or SEBI or any statutory authority on any matter relatedto capital markets during the last three years

Detail of Vigil Mechanismis provided in the same heading in Directors Report

Company has formulated the Whistle Blower Policy to safeguard the interest of its stakeholders Directors andemployees to freely communicate and address to the Company their genuine concerns in relation to any illegalor unethical practice being carried out in the Company and that no personnel has been denied access to the auditcommittee

The Company has complied with all the mandatory requirements as stipulated in SEBI (Listing and DisclosureRequirements) Regulations 2015

10 OTHERDISCLOSURES

wwwhiraautomobilescom

HIRA AUTOMOBILES LIMITED

39

MANAGEMENTDISCUSSIONANDANALYSIS REPORT

1 Industrystructureanddevelopment

2 Opportunitiesandthreats

3 Segmentwiseor product wiseperformance

4 Outlook

5 Risksandconcern

6 Internal control systemsandtheir adequacy

HIRA AUTOMOBILES LIMITED

40

7 Discussiononfinancial performancewithrespect tooperational performanceDue to overall recessionary economy and internal competition with the new dealer there has been minoradverse impact on the financial stability of the company with respect to operational performance as the workingcapital limits of the company has increased substantially where as there is no growth in sales In comparison tominor growth in operational performance Profitability of the company has been decreasing during the yearinspite of higher burden of interest expenditure salary and wages and other admistrative expenses

8 HumanRecourses

9 Management of theCompany

Human Resource is considered to be the most prized assetof the company by the management Hence the work-forceis being looked after well and ensured that they remain motivated The 360 degree appraisal system ensures theirsatisfaction and brings out their concerns and bikerings which are addressed by the management immediately Thisimproves the employee-management relationship and makes themwork for the better future of the company

As Company has a large network of branches spread over 14 locations in two district of Patiala and Muktsar eachlocation is being managed by a rich experienced deemed CEO who is also known deemed key managerial personnelAll the branches key Managerial Personnel are reporting directly to CMD sitting at Patiala corporate office of thecompany

HIRA AUTOMOBILES LIMITED

41

COMPLIANCECERTIFICATEBYCHIEFEXECUTIVEOFFICERANDCHIEFFINANCIALOFFICER

We Rahulinder Singh Sidhu Managing Director and Sandeep Rana Chief Financial Officer of the Companyhereby certify thatA We have reviewed financial statements and the cash flow for the year ended 31 March 2016 and that to thebest of our knowledge and belief(1) These statements do not contain any materially untrue statement or omit any material fact or containstatements that might be misleading(2) These statements together present a true and fair view of the company affairs and are in compliance withexisting accounting standards applicable laws and regulationsB There are to the best of our knowledge and belief no transactions entered into by the Company during theyear that are fraudulent illegal or volatile to the companyscode of conductC We accept responsibility for establishing and maintaining internal controls for financial Reporting and that wehave evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting andwe have disclosed to the auditors and the audit committee deficiencies in the design or operation of such internalcontrols if any of which they are aware and the steps they have taken or propose to take to rectify thesedeficienciesD We have indicated to the auditorsand the Audit committee(1) Significant changes in internal control over financial reporting during the year(2) Significant changes in accounting policies during the year and that the same have been disclosed in thenotes to the financial statements and(3) There were no instances of fraud of which they have become aware and the involvement therein of themanagement or an employee having a significant role in the companys internal control system over financialreporting

I Rahulinder Singh Sidhu Managing Director of the Company hereby declare that all Board Members andSenior Management Personnel have affirmed compliance with the code of conduct for the Directors and SeniorManagement Personnel as approved by the Board for the Financial Year ended 31 March 2016

For

st

st

HIRA AUTOMOBILES LIMITED

42

AUDITORS CERTIFICATEONCORPORATEGOVERNANCE

The Board of DirectorsHira Automobiles LimitedChandigarh

We have examined the compliance of conditions of Corporate Governance by Hira Automobiles Limited for thefinancial year ended March 31 2016 as stipulated in the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015

The compliance of conditions of Corporate Governance is the responsibility of the management Ourexamination was limited to procedures and implementation thereof adopted by the company for ensuring thecompliance of the conditions of the Corporate Governance It is neither an audit nor an expression of opinion onthe financial statements of the company

In our opinion and to the best of our information and according to the explanations given to us we certify that thecompany has complied with the conditions of Corporate Governance as stipulated in the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015

We further state that such compliance is neither an assurance as to the future viability of the company nor theefficiency of effectiveness with which the management has conducted the affairs of the company

HIRA AUTOMOBILES LIMITED

43 HIRA AUTOMOBILES LIMITED

4

5

OPINION

REPORTONOTHERLEGALANDREGULATORYREQUIREMENTS

44 HIRA AUTOMOBILES LIMITED

Annexureldquo Ardquoto the Independent Auditors Report on the Standalone Financial Statements of Hira Automobiles Limited(Referred to in paragraph 1 (f) under Report on Other Legal and Regulatory Requirements of our report of evendate)

REPORT ON THE INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING UNDER CLAUSE (i)OF SUBSECTION3 OF SECTION 143 OF THE COMPANIES ACT 2013 (ldquoTHE ACTrdquo)

We have audited the internal financial controls over financial reporting of hira automobiles LIMITED (ldquotheCompanyrdquo) as of March 31 2016 in conjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

The Companys management is responsible for establishing and maintaining internal financial controlsbased onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the ldquoGuidance Noterdquo) issued by the Institute of Chartered Accountants of India These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherence to Companyspolicies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financial information as requiredunder the Companies Act 2013

Our responsibility is to express an opinion on the Companys internal financial controls over financial reportingbased on our audit We conducted our audit in accordance with the Guidance Note and the Standards onAuditing prescribed under Section 143(10) of the Companies Act 2013 to the extent applicable to an audit ofinternal financial controls Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if such controls operatedeffectively in all material respects Our audit involves performing procedures to obtain audit evidence about theadequacy of the internal financial controls system over financial reporting and their operating effectiveness Ouraudit of internal financial controls over financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditors judgement including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internalfinancial controlssystem over financial reporting

MANAGEMENTSRESPONSIBILITYFORINTERNALFINANCIALCONTROLS

AUDITORS RESPONSIBILITY

45 HIRA AUTOMOBILES LIMITED

MEANINGOFINTERNALFINANCIALCONTROLSOVERFINANCIALREPORTING

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVERFINANCIAL REPORTING

OPINION

A companys internal financial control over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles A companys internal financial controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of thecompany (2) provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and that receipts andpayments of the company are being made only in accordance with authorisation of management and directors ofthe company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the companys assets that could have a material effect on the financialstatements

Because of the inherent limitations of internal financial controls over financial reporting including thepossibility of collusion or improper management override of controls material misstatements due to error orfraud may occur and not be detected Also projections of any evaluation of the internal financial controlsover financial reporting to future periods are subject to the risk that the internal financial control over financialreporting may become inadequate because of changes in conditions or that the degree of compliance withthe policies or procedures may deteriorate

in our opinion to the best of our information and according to the explanations given to us the Companyhas in all material respects an adequate internal financial controls system over financial reporting and suchinternal financial controls over financial reporting were operating effectively as at March 31 2016 based onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note

46 HIRA AUTOMOBILES LIMITED

Annexure B To Auditors ReportAnnexure referred to in paragraph 3 of our report of even date

1 (a) The Company has maintained proper records showing full particulars including quantitativedetailsand situation of fixed assets at Corporate Office and in the process of maintaining at outlets

(b) We have been informed that the fixed assets of the company have been physically verified by themanagement at reasonable intervals and no material discrepancies were noticed on such verification

2 (a) As informed to us physical verification of inventory of the company has been conducted by themanagement at reasonable intervals (b) In our opinion and according to the explanations givento us the procedures of Physical verification of inventory followed by the management arereasonable and adequate in relation to the size of the company and the nature of its business

(c) In our opinion and according to the explanations given to us the Company is maintainingproper records of inventory We have been informed that no material discrepancies have been noticedon physical verification as compared to records

3 (a) According to the information and explanation given to us the Company has advanced inter corporatedeposits to three companies covered in the register maintained under section 189 of the CompaniesAct2013 and there is no stipulation as to the time period for recovery of principal and interest amount ofunsecured loan given

(b) Further as there is no stipulation as to the time period for recovery of principal amount ofunsecured loan given we are unable to comment on the overdue amount in respect of thesaid loan

4 In our opinion and according to the information and explanations given to us the Company has compliedwith the provisions of Sections 185 and 186 of the CompaniesAct 2013 in respect of grant of loans makinginvestments and providing guarantees and securities

5 According to the information and explanation given to us the Company has not accepted deposits frompublic Advances from customers for sale of vehicles and against sale promotion schemes run by theCompany to promote its sale are received and paid in the ordinary course of business

6 The maintenance of cost records under section 148(1) of the CompaniesAct 2013 has not been prescribedby the Central government for the Companysince it is not manufacturing Company

7 (a) According to the information and explanations given to us the company is generally regular indepositing all statutory dues including provident fund investor education and protection fundemployees state insurance income tax sales tax wealth tax custom duty excise duty cess and anyother statutory due with appropriate authority during the year

(b) According to the information and explanations given to us there are no disputed amount payables inrespect of provident fund investor education and protection fund employees state insurance incometax sales tax wealth tax customduty excise duty cess by the Company

(c ) No amount was lying with the company which was required to be transferred to investor education andprotection fund in accordance with the relevant provisions of the CompaniesAct 1956 (1 of 1956) andrulesmade there under

8 As informed to us the companyhas not defaulted in repayment of dues to financial institutions or banks

9 As informed to us the company has not given any guarantee for loans taken by others from bank orfinancial institutions

47 HIRA AUTOMOBILES LIMITED

10 As informed to us the proceeds of the term loans taken by the company are applied for the purpose forwhich the loans were obtained

11 Based on the audit procedures performed for the purpose of reporting the true and fair view of the financialstatements and as per the information and explanation given by the management we report that no fraudby the company has been noticed or reported during the course of our audit

48 HIRA AUTOMOBILES LIMITED

49

Particulars Note No As at As atMarch 312016 March 312015

I EQUITY AND LIABILITIES(1) Shareholders funds

(a) Share capital 2 2753440000 2753440000(b) Reserves and Surplus 3 6240053700 5676970200

(2) Non-current liabilities(a) Long term borrowings 4 10202167800 9006585600(b) Deferred tax liabilities (net) 5 1662638300 1542080600(c) Other long-term liabilities 6 5734992800 5067035200

(d) Long-term provisions 7 1339912400 1244415300(3) Current liabilities

(a) Short term Borrowings 8 49363423500 59501393100(b) Trade payables 9 1502741100 6123301200(c) Other current liabilities 10 3671194600 4679162300(d) Short term provisions 11 823155600 789863800

Total 83293719800 96384247300ASSETS

(1) Non-Current assets(a) Fixed assets

(i) Tangible assts 12 16817879700 16711642800(ii) Intangible assets 13 - -

(b) Non-current investments 14 1120000 1120000(d) Long-term loans and advances 15 2618538200 2251312400

(2) Current assets(a) Inventories 16 41208502100 40489156300(b) Trade Receivables 17 14372057700 13922503000(d) Cash and Cash equivalents 18 3697504100 11556587000(e) Short-term Loans and Advances 19 4497240800 11399114400(f) Other Current assets 20 80877200 52811400

Total 83293719800 96384247300

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

(IN RUPEES)

Chairman and Managing Director

Balance Sheet

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies 1

50

Particulars Note No Year Ended Year EndedMarch 312016 March 312015

I Revenue from operations 21 310372896800 323733670200II Other income 22 136994600 525412000III Total Revenue(I+II) 310509891400 324259082200IV Expenses

a Cost of Material Consumed 23 1357073500 1293751900b Purchase of Stock-in-Trade 24 281848216100 294479334400c Changes in Inventories of Finished Goods 25 (719345800) (186205700)d Employee Benefits Expenses 26 12664754100 12944732800e Finance Costs 27 5604834800 4157234900f Depreciation and Amortization expense 12 1358225700 1559476600g Other Expenses 28 7395406500 8383136200

Total Expenses 309509164900 322631461100V Profit before tax (III-IV) 1000726500 1627621100

VI Tax expense(a)Current tax 275985000 473844400(b)Deferred tax 120557700 -

VII Profit for the Year(V-VI) 604183800 1153776700VIII Prior period tax expenses 41100300 75346500IX Earnings per Equity Share(in Rupees) 563083500 1078430200

Basic 219 392Diluted 219 392

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

Profit amp Loss Account

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies

51

Particulars As at March 312016 As at March 312015A Cash Flow from Operating Activities

Net Profit before Tax 1627621100Adjustment forDepreciation 1559476600Interest expenses 4157234900Loss Profit on Sale of Fixed Assets -

Operating ProfitLoss before Working Capital Changes 7344332600Adjustment for(Increase)Decrease in Trade amp Other receivables 940107800(Increase)Decrease in Inventory (186205700)Increase(Decrease) in Trade Payables amp other provisions (4054306400)(Increase)Decrease in Other Loans amp Advances (4635970800)Cash generated from operations (592042500)Taxes Paid (549190900)Previous Year Taxes (Net) -Net Cash from Operating Activities (A) (1141233400)

B Cash Flow from Investing Activities(Purchase) of FixedCapital Expenditure (2227931100)Sale of Fixed Assets 883140700Sale(Purchase) of Investment (315826300)

Net Cash used in Investing Activities (B) (1660616700)C Cash Flow from Finance Activities

Proceeds from Long Term Borrowing (Net) (4869873700)Secured Loan 18024550800Unsecured Loan - 991878400Interest paid (4157234900)Net Cash from Financing Activities (C ) 9989320600

Net increase in Cash and Equivalents (A+B+C) 7187470500Opening Balance of Cash and Cash Equivalents 4369116500

Closing Balance of Cash and Cash Equivalents

1000726500

13582257005604834800

69725800

8033512800

(449554700)(719345800)

(5595236000)68738078008143184100(275985000)

(41100300)7826098800

(1622365700)88177300

(367225800)

(1901414200)

1959036900(10137969600)

(5604834800)(13783767500)

(7859082900)11556587000

3697504100 11556587000

Notes1 Figures in brackets indicate cash outflow2 The above Cash Flow Statement has been prepared under the indirect method set out in AS 3-Cash

Flow Statement as prescribed by Companies (Accouning Stanadards)Rules2006

This is the Cash Flow Statement referred to our report of even date

Cash Flow Statement

HIRA AUTOMOBILES LIMITED

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

For the Year Ended 31 March 2016st

52

Notes to Accounts2 SHARE CAPITAL

As at March 31 2016 As at March 312015(1)AUTHORISED6000000 Equity shares of Rs10-each 6000000000 6000000000

FULLY PAID UP

ISSUEDSUBSCRIBED -2753440 Equity shares of Rs10 each

6000000000 6000000000

2753440000 2753440000

2753440000 2753440000

Shares at the beginning of the accounting Period2753440 Equity shares of Rs10- each 2753440000 2753440000Additions during the year - -Shares outstanding at the end of year 2753440000 2753440000Total 2753440000 2753440000

(a) Rights Preferences and Restrictions Attached to sharesEquity Shares The Company has only one class of equity shares having a par value of Rs 10 per shareEach Shareholder is entitled to one vote per share In the event of liquidation of the company the holder ofequity shares will be entitled to receive any of the remaining of the Company after distribution of allpreferential amounts However no such preferential amount exist currently The distribution will be inproportion to the number of equity shares held by the equity shareholders(b) Detail of Shares held by Shareholders holding more than 5 of the Aggregate Shares in theCompany

Name of Shareholders No of Shares Shareholding as at March31 2016

Rajinder Kaur Bhattal 826000 3000Kuldeep Singh Bhattal 272100 988Rahul Sidhu 270000 981Simran Bajwa 265000 962Manjeet Kaur Sangha 862900 3134

3 RESERVES AND SURPLUSAs at March 312016 As at March 312015

General reserveAt the beginning of the accounting period 723675000

-

-

-

-

723675000Additions during the yearAt the end of the accounting period 723675000 723675000Surplus in Statement of Profit and LossAt the beginning of the accounting period 4953295200 3874865000Additions during the year 563083500 1078430200(balance in statement of profit amp loss ac)prior period expenses written offtransfer tofrom reservesAt the end of the accounting period 5516378700 4953295200

Total 6240053700 56769702004 LONG TERM BORROWINGS

As at March 312016 As at March 312015SECUREDTerm loan(Secured against hypof car and guaranteed bythe directors of the co)

(Secured against Focal Point Properties andguaranteed by directors)

-

5018479300

142138000

5774447600

UNSECUREDLoans from directors 5183688500 3090000000Loans from shareholders and public - -Total 10202167800 9006585600

Term loan

HIRA AUTOMOBILES LIMITED

53

5 DEFERRED TAX LIABILITIES (NET)As at March 312016 As at March 312015

Deferred tax liabilities 1662638300 1542080600Total 1662638300 1542080600

6 OTHER LONG TERM LIABILITIESAs at March 312016 As at March 312015

Sales promotion scheme- Customeradvances

5046479000 4415090000

Security from Employees 688513800 651945200Total 5734992800 5067035200

7 LONG TERM PROVISIONSAs at March 312016 As at March 312015

Gratuity provision 1339912400 1244415300Total 1339912400 1244415300

10 OTHER CURRENT LIABILITIESAs at March 312015

Current maturities of long term debts 880473400 1674618400Interest accrued and due on borrowings - -Value added tax and CST 2185026500 2517359600TDS payable 111535600 157798400Current year taxes payable(net of advance tax) - -

Other payables 494159100 329385900Total 3671194600 4679162300

11 SHORT TERM PROVISIONS

(a) Provisions for employee benefits 823155600 789863800

8 SHORT TERM BORROWINGSAs at March 312016 As at March 312015

Secured loans from banksPunjab National Bank -(secured against hypothecation of stockand book-debts)Gur Mandi Patiala 30680878500 29077205300Gagan Chowk Rajpura 1863121400 1705992300New Grain Market Muktsar and Malout 842363700 757042200Inventory funding 15977059900 27961153300(secured against hypothecation of stockand book-debts)Total 49363423500 59501393100

9 TRADE PAYABLESAs at March 312016 As at March 312015

Sundry Creditors 357269200 2822407500Advance from Parties-Interest free 1145471900 3300893700Total 1502741100 6123301200

HIRA AUTOMOBILES LIMITED

As at March 312016 As at March 312015

Total 823155600 789863800

As at March 312016

54 HIRA AUTOMOBILES LIMITED

14 NON CURRENT INVESTMENTAs at March 312016 As at March 312015

Investment in Shares 1120000 1120000Investment in Mutual Funds - -

Total 1120000 1120000

15 LONG TERM LOANS AND ADVANCESAs at March 312016 As at March 312015

Security Deposits 366283000 337485500(Unsecured considered good unlessOtherwise Stated)Intercorporate Deposits 2252255200 1913826900Total 2618538200 2251312400

16 INVENTORIESAs at March 312016 As at March 312015

(As taken valued amp certified by the management)

Stock in Trade (in respect of goodsacquired for trading )

38093012700 37213584000

Stores Spares amp Loose tools 3115489400 3275572300

Total 41208502100 40489156300

17 TRADE RECEIVABLESAs at March 312016 As at March 312015

(unsecured considered good unlessotherwise stated)(1)Debts outstanding for a period exceeding

six months from the date they are due 513584600 623548900(2)Other debts 13858473100 13298954100Total 14372057700 13922503000

55

18 CASH amp CASH EQUIVALENTS As at March 312016 As at March 312015

(a) Balance with BanksFixed deposits 1260950600 812770600(Earmarked balances with banksheld as margin moneyagainst borrowingsand other commitments)Current accounts 1243916600 6403274200Gold Coins 29547200 29547200(b) Cheques Draft on HandCheques in HandCash in hand

202088500961001200

30714258001239569200

Total 3697504100 11556587000

19 SHORT TERM LOANS amp ADVANCESAs at March 312016 As at March 312015

(Unsecured considered good unlessotherwise stated)advances recoverable in cash orin kind for the value to be received(1)Advance to parties 2541662700 9294257800(2) Receivable from revenue authorities 551783000 569108700(3)Current years taxes recoverable(net ofliability)

332615600 380504500

(4) Other advances 1071179500 1155243400Total 4497240800 11399114400

HIRA AUTOMOBILES LIMITED

56

20 OTHER CURRENT ASSETSAs at March 312016 As at March 312015

Prepaid Expenses 80877200 52811400

Total 52811400

21 REVENUE FROM OPERATIONSAs at March 312016 As at March 312015

Sale of products 290733945600 301324413800Sale of services 9681919400 10435033800

Other operating revenues 9957031800 11974222600310372896800 323733670200

Less Excise duty - -Total 310372896800 323733670200

22 OTHER INCOMEAs at March 312016 As at March 312015

Interest income 87335400 279807100Other Non-operating income 49659200 245604900Total 136994600 525412000

23 COST OF MATERIAL CONSUMEDAs at March 312016 As at March 312015

Purchases Raw-Materials and PackingMaterials

1357073500 1293751900

Add Opening balance of stock - -1357073500 1293751900

Less Closing balance of stock - -Total 1357073500 1293751900

80877200

24 PURCHASE OF STOCK IN TRADEAs at March 312016 As at March 312015

Purchases of Traded goods 281848216100 294479334400

Total 281848216100 294479334400

25 CHANGES IN INVENTORIESAs at March 312016 As at March 312015

Finished Goodsat the beginning of the accounting period - -at the end of the accounting period - -Stock-in-Tradeat the beginning of the accounting period 40489156300 40302950600at the end of the accounting period 41208502100 40489156300Total (719345800) (186205700)

26 EMPLOYEE BENEFIT EXPENSESAs at March 312016 As at March 312015

Salary and Wages 8156996000 9654096800HRA Expenses and other allowance 2733336200 1148756100Contribution to Provident fund 587123100 490338400Contribution to Employees state Insurance fund 157923000 161030000Workers and Staff Welfare 299823200 269213600Gratuity Expenses 95497100 64570600Bonus 420931500 903597900Employees Training and Uniform expenses 213124000 253129400Total 12664754100 12944732800

HIRA AUTOMOBILES LIMITED

57

27 FINANCE COSTSAs at March 312016 As at March 312015

Interest ExpenseInterest to Banks 4309580000 3483884100Interest on Unsecured loans 1196279800 577607600Interest to Customers (36290200) (95330900)Interest to MSIL (121679800) (50429300)Interest to Bank on Vehicle loan 29667800 43272600Bank Charges 227277200 198230800

Total 5604834800 4157234900

28 OTHER EXPENSESAs at March 312016 As at March 312015

Accessories Expenses 9551600 18313400Festival Expenses 30357200 8141000Donation 13123500 9144500Freight Inward 23896900 26399000Power amp Fuel 913761800 911434100Software Usage Charges 91413600 86473500Entertainment Exp 19129900 29106000Rent Rates amp Taxes 701191800 671145200General Expenses 162725500 138611000Godown Rent 57600000 48125000Insurance 161551400 173705300Legal expenses 43474400 60436900Misc Expenses 7073900 3598300News Paper amp Periodicals 9374100 7947200Outside Labour Expenses 284322400 102072700Payment to the Auditors 48313400 15000000Postage amp Courier Expenses 10683600 13298800Professional Charges 147965200 1006744000Printing amp Stationery 165125400 223093400Repair to Buildings and fixed assets 309177500 427256800MDS Expenses 21264900 35806500Telephone Expenses 326712100 525640000Workshop Expenses 325704400 579373600Vehicle Running Expenses 182200200 225090800Other expenses 18263600 405070100Advertisement ExpensesDiscounts

99310800745200400

118382500821623000

Customer welfare 146224200 161357500Demo Expenses amp PDI Expenses 372510300 437441500Sales Promotion 696744200 773152400Sale Commission amp Incentives 160190000 35180000Pool Cancellation and lifting charges 202092600 166694500Marketing Staff Tour expensesTrue Value Expenses

531070200358105500

581622300442725000

Total 7395406500 8383136200

HIRA AUTOMOBILES LIMITED

58 HIRA AUTOMOBILES LIMITED

Post-Employment BenefitsDefined Contribution PlansA defined contribution plan is a post-employment benefit plan under which the Company pays specifiedContributions to a separate entity The Company makes specified monthly contributions towards ProvidentFund Superannuation Fund and Pension Scheme The Companys contribution is recognized as an expense inthe Profit and Loss Statement during the period in which the employee renders the related service

The Company does not deal with Foreign Currency hence AS-11 ldquoEffect of changes in Foreign Exchangesissued bythe Institute of Chartered Accountantsof India isnot applicable

Cash Flow Statements has been prepared following the indirect method set out in the Accounting Standard-3 on ldquoCash Statements ldquoissued by the Institute of Chartered Accountants of India

(i) Income tax expenses for the period comprise of Current Tax amp Deffered Tax(ii) Current tax is measured at the amount expected to be paid to the tax authorities using the applicable tax

Rates of the Income TaxAct 1961(iii) Deferred Tax is calculated on the timing differences being the difference between accounting income and

taxable income which originates in one period and are capable of reversal in one or more subsequentaccounting periods in accordance with the provisions of Accounting Standard -22 on ldquoAccounting forTaxeson Incomerdquo issued by the Institute of Chartered Accountants of IndiaDeferred tax assets are recognized only to the extent that there is a reasonable certainty that sufficientfuture income will be available except that deferred tax assets in case there are unabsorbed depreciationor losses are recognized if there is virtual certainty that sufficient future taxable income will be available torealize the same

Depreciation on Fixed Assets is provided on the basis of Straight Line Method (SLM) Depreciation isprovided based on useful life of the assets as prescribed in Schedule II to the Companies Act 2013

Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and itis probable that an outflow of resources will be required to settle the obligation and a reliable estimate canbe made Provisions are not discounted to their present value and are determined based on the bestestimate required to settle the obligation at the reporting date These estimates are reviewed at eachreporting date and adjusted to reflect the current best estimatesContingent liabilities are disclosed unless the possibility of outflow of resources is remoteContingent assets are neither recognized nor disclosed in the financial statements

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value Animpairment loss is charged to the Profit and Loss Statement in the year in which an asset is identified asimpaired The impairment loss recognized in prior accounting period is reversed if there has been a changein the estimate of recoverable amount

G) ForeignCurrencyTransaction

H) CashFlowStatements

J) Depreciation

K) ProvisionsandContingent liabilities

L) Impairment ofAssets

I) TaxesonIncome

59 HIRA AUTOMOBILES LIMITED

M) EarningsPer Share

N) Segment Reporting

has been made in accordance with the requirement of Accounting Standard (AS) -20 on Earnings PerShare issued by the Institute of Chartered Accountants of India Diluted Earning per share is the same asBasic Earning per share because there is no potential equity shares which would have dilutive effect onearning per shares to equity shareholders

The Company is Authorized Dealer of Maruti Suzuki India Limited (MSIL) and hence is engaged in thebusiness of sale amp service of MSIL vehicles As the basic nature of sale of variants of vehicles is governedby the same set of risk amp returns these have been grouped as single segment as per AccountingStandard(AS-17) on segment reporting issued by the Institute of Chartered Accountants of India

2 Detail in respect of Opening Stock Sales and Closing Stock as follows

3 (a) During the year the company has recognized the following amounts as Defined Contribution Pan in theProfit and Loss Account

i) Employers Contribution to Provident Fund - Rs 5871 Lacsii) Employers Contribution to Employee State Insurance - Rs 1579 Lacs

The calculation of Earnings Per Share (EPS) as disclosed in the Balance Sheet Abstract

(b) During the year the Company has made provision for Gratuity in books asdesigned benefit plan

4 Subsequent to Accounting Standards -22 Accounting for Taxes on Income Issued by the Institute ofCharteredAccountants of India Deferred Tax Expenses of Rs 120557700 for the periods is recognized inthe profit and LossAmount

Calculation of Deferred TaxLiability is as followsWritten down value of Fixed Assets as on 31032016 (As per Company Act) 168178793Written down value of Fixed Assets as on 31032016 (As per Income Tax Act) 114371729bull Timing Difference 53807064bull Tax 3090 16626383bull Deferred Tax Liability as on 31032016 16626383bull Deferred Tax Liability as on 31042015 15420806bull Deferred Tax Liability to be provided for 1205577

5 Legal amp Professional Fees includes Payments to Auditors comprising as follows-i) Statutory Audit fee Rs 10000000ii) Tax audit and Vat audit Fee Rs 5000000

6 Related Party Disclosure in accordance with Accounting Standard-18

Pacific Finlease Pvt LtdRahul Sidhu Enterprises Pvt LtdRSG Studios Pvt Ltd

(a) Enterprises owned or Significantly Influenced by Directors and their Relatives

60 HIRA AUTOMOBILES LIMITED

Particulars Opening Stock Sales Closing StockQty

825VehiclesSpares ampAccessory

Amount(Rs In Lacs)

37213632756

Qty

5627

Amount(Rs In Lacs)2647068260272

Qty

1131

Amount(Rs In Lacs)

38093031155

b)

Pacific Finlease Pvt Ltd

Rahul Sidhu Enterprises Pvt Ltd

RSGStudios Pvt Ltd

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 1915Interest Recovered during the financial year 207

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 14379Interest Recovered during the financial year 035

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 6229Interest Recovered during the financial year 618

7 Calculation of Earning Per Share is as follows Profit after Tax as per Profit amp Loss Account as on 3132016 5630835

For Basic Earning Per share 2753440For Diluted Earning Per Share 2753440

Basic 219Diluted 219

8 Balance confirmation letters have been obtained from some of the parties on test check basis9 Figures of Previous year have been re-grouped and re classified wherever necessary in order to

conform to the current years presentation

As per our report of even date

No of Equity Share (Face value Rs 10- each)

Detail of transaction for the financial year 2015-16

Earning Per Share

61 HIRA AUTOMOBILES LIMITED

Page 8: HIRAAUTOMOBILESLIMITED - bseindia.com · S. Isher Singh Director Mrs. Neha Sidhu Whole time Director Mrs ... Name Rahulinder Singh Sidhu Age 34 Brief Resume Working as Director in

8

[Pursuant to section 109(5) of the Companies Act 2013 and rule 21(1) (c) of theCompanies (Management and Administration) Rules 2014]

HIRA AUTOMOBILES LIMITED

CIN ndash L50101CH1989PLC009500

Registered Office- 0598 Sector 18B Chandigarh 160018

Email- hiraaccountsgmailcom website- wwwhiraautomobilescom

Tel No 0175-2209100101102

SNO Particulars Details

1 Name of the First Named Shareholder (In block letters)

2 Postal address

3 Registered folio No Client ID No(Applicable to investorsholding shares in dematerialized form)

4 Class of Share

I hereby exercise my vote in respect of Ordinary Special resolution enumerated below by recording my assent or dissent to thesaid resolution in the following manner

No Item No No of sharesheld by me

I assent to theresolution

I dissent from theresolution

Ordinary Business

1 Approval of Annual Accounts for the year ended31032016

2 To appoint a Director in place of Shri Rahulinder SinghSidhu who retires by rotation

3 Ratification of Appointment of Auditors

PlaceDate

(Signature of the Shareholder)

ATTENDANCESLIPName of the Company Hira Automobiles Limited

CIN L50101CH1989PLC009500

Registered Office- 0598 Sector 18B Chandigarh 160018

Email hiraaccountsgmailcom

website wwwhiraautomobilescom

Tel No 0175-2209100101102

(Please complete this attendance slip and hand it over at the entrance of the Hall)

I hereby record my presence at 27th Annual General Meeting of the Company held on Friday the 30th day of September 2016 at

0500 pm at Registered Office of the Company at 0598 Sector 18B Chandigarh 160018

Folio NoDP ID-Client ID

Full Name of the Shareholder in Block Letters

No of Shares Held

Name of Proxy (if any) in Block Letters

Signature of theShareholderProxyRepresentative

Strike out whichever is not applicable

27th ANNUAL GENERAL MEETINGTOBEHELDONFRIDAY THE30th DAYOFSEPTEMBER 2016 AT0500 PMATREGISTEREDOFFFICEOF THECOMPANY0598 SECTOR18B CHANDIGARH 160018

HIRA AUTOMOBILES LIMITED

10 HIRA AUTOMOBILES LIMITED

FINANCIAL HIGHLIGHTS

EXTRACTOFANNUALRETURN

MEETINGSOFTHEBOARDOFDIRECTORS

DIRECTORS RESPONSIBILITYSTATEMENT

The Extract of Annual Return as required under section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 in Form MGT-9 is annexed herewith for your kindperusal and information

During the Financial Year 2015-16 the Company held fifteen Board meetings of the Board of Directors as perSection 173 of Companies Act 2013 which is summarized below The provisions of Companies Act 2013 andlisting agreement were adhered to while considering the time gap between two meetings

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors of the Company confirms that-(a) In the preparation of the annual accounts the applicable accounting standards have been followed along

with proper explanation relating to material departures(b) The directors had 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 thecompanyat the end of the financial year and of the profit and loss of the company for that period

(c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the company and for preventingand detecting fraud and other irregularities

(d) The directors have prepared the annual accounts on a going concern basis and(e) The directors have laid down internal financial controls to be followed by the company and that such internal

financial controls are adequate and were operating effectively(f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws

and that such systems were adequate and operating effectively

11

30042015 30052015 31052015 21072015 31072015 15092015

30092015 31102015 02112015 30112015 02012016 02022016

15022016 22022016 10032016

HIRA AUTOMOBILES LIMITED

AUDITORSANDREPORTTHEREON

LOANS GUARANTEESANDINVESTMENTS

RELATEDPARTYTRANSACTIONS

CONSERVATIONOFENERGY TECHNOLOGYABSORPTIONANDFOREIGNEXCHANGEOUTGO

RISKMANAGEMENT

DIRECTORSANDKMP

DEPOSITS

Ms Pankaj Chugh amp Associates Chartered Accountants Patiala was appointed as Statutory Auditors for a

period of three years in the Annual General Meeting held on 30 September 2014 Their continuance of

appointment and payment of remuneration are to be confirmed and approved in the ensuing Annual General

Meeting There are no qualifications or adverse remarks in the Auditors Report which require any clarification

explanation The Notes on financial statements are self-explanatory and needs no further explanation Further

the Auditors Report for the financial year ended 31st March 2016 is annexed herewith for your kind perusal and

information

There were no loans guarantees or investments made by the Company under Section 186 of the Companies

Act 2013 for third party during the year under review and hence the said provision is not applicable

The Company has entered into various Related Parties Transactions as defined under Section 188 of the

Companies Act 2013 with related parties as defined under Section 2 (76) of the said Act Further all the

necessary details of transaction entered with the related parties are attached herewith in Form NoAOC-2 for

your kind perusal and information

The Information pursuant to Section 134(3) (m) pertaining to Conservation of Energy Technology Absorption

and Foreign Exchange Outgo is provided in annexure herewith

The Company has insurance policy for all the assets of the Company and all the insurance policies are renewed

well in advance

During the current financial year the following changes have occurred in the constitution of Board of Directors

and KMP of the company

The company has not accepted or renewed any deposits during the year and there are no unclaimed or unpaid

deposits at the end of the financial year

th

12

SNo Name Designation AppointmentResign Date of cessation1 Ramesh Kumar Director Resigned 31122015

HIRA AUTOMOBILES LIMITED

CORPORATESOCIALRESPONSIBILITY

RATIOOFREMUNERATIONTOEACHDIRECTOR

ANNUALEVALUATION

CORPORATEGOVERNANCE

INDEPENDENTDIRECTORSANDDECLARATION

The company does not meet the criteria of Section 135 of Companies Act 2013 read with the Companies(Corporate Social Responsibility Policy) Rules 2014 so there is no requirement to constitute Corporate SocialResponsibility Committee

The information required pursuant to Section 134(3) and Section 197(12) read with Rule 5 (1) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employees of the Companyand Directors is attached herewith Further information required under Rule 5 (2) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is nil as no employee of the Company isin receipt of remuneration as stated therein

Pursuant to the provisions of the Companies Act 2013 the Board has carried out an annual performanceevaluation of its own performance the directors individually as well as the evaluation of the working of its AuditNomination amp Remuneration Committee A separate exercise was carried out to evaluate the performance ofindividual Directors including the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgment safeguarding the interest of the Company and itsminority shareholders etc The performance evaluation of the Independent Directors was carried out by theentire Board The performance evaluation of the Chairman and the Non Independent Directors was carried outby the Independent Directors who also reviewed the performance of the Secretarial Department

Report on Corporate Governance along with the Certificate of Ms Pankaj Chugh amp Associates CharteredAccountants Patiala Statutory Auditors of the Company confirming compliance of conditions of CorporateGovernance asstipulated in the Listing Agreement with the Stock Exchanges forms part of the Board ReportThe information under Schedule V Part II Section II point IV is asunder

Shri Isher Singh Smt Rajbir Kaur and SmtRupinder Kaur were appointed as independent directors byshareholders on 30 September 2014 as per Section 149(10) of the Companies Act 2013 for a term of 5consecutive years on the Board of the Company The Board of Directors of the Company hereby confirms that allthe Independent directors duly appointed by the Company have given the declaration and they meet the criteriaof independence as provided under section 149(6) of the Companies Act 2013

a) Theremunerationpackageof thedirectorsareasfollows

13

Salary Rs 96000000 Rs 84000000

Bonus 000 000

Stock Options 000 000

Pension 000 000

HIRA AUTOMOBILES LIMITED

NOMINATIONANDREMUNERATIONCOMMITTEE

REMUNERATIONPOLICY

As per the section 178(1) of the Companies Act 2013 the Companys Nomination and Remuneration Committeecomprises of three Non-executive Directors The table sets out the composition of the Committee as on31032016

The date of meetings of committee and attendance of members is given in report on corporate governanceattached with the report

The Terms of Reference of the Nomination and Remuneration Committee are as under1 To identify persons who are qualified to become Directors and who may be appointed in senior management

in accordance with the criteria laid down recommend to the Board their appointment and removal and shallcarry out evaluation of every Directors performance

2 To formulate the criteria for determining qualifications positive attributes and independence of a Directorand recommend to the Board a policy relating to the remuneration for the Directors Key ManagerialPersonnel and other employees

3 The Nomination and Remuneration Committee shall while formulating the policy ensure thata The level and composition of remuneration is reasonable and sufficient to attract retain and motivate

Directors of the quality required to run the Company successfullyb Relationship of remuneration to performance is clear and meets appropriate performance benchmarks

andc Remuneration to Directors Key Managerial Personnel and senior management involves a balance

between fixed and incentive pay reflecting short and long-term performance objectives appropriate to theworking of the company and its goals

4 Regularly review the Human Resource function of the Company5 Discharge such other function(s) or exercise such power(s) as may be delegated to the Committee by the

Board from time to time6 Make reports to the Board as appropriate7 Review and reassess the adequacy of this charter periodically and recommend any proposed changes to

the Board for approval from time to time8 Any other work and policy related and incidental to the objectives of the committee as per provisions of the

Act and rulesmade there under

The remuneration paid to Executive Directors is recommended by the Nomination and RemunerationCommittee and approved by Board in Board meeting subject to the subsequent approval of the shareholders atthe General Meeting and such other authorities as may be required The remuneration is decided afterconsidering various factors such as qualification experience performance responsibilities shouldered industrystandards aswell as financial position of the Company

The Non Executive Directors have not been paid any Sitting Fees during the year

Termsof Reference

`

RemunerationtoExecutiveDirectors

RemunerationtoNonExecutiveDirectors

14

Isher Singh Chairman Independent Non ExecutiveRupinder Kaur Member Independent Non ExecutiveRajbir Kaur Member Independent Non Executive

HIRA AUTOMOBILES LIMITED

AUDITCOMMITTEE

SECRETARIALAUDITREPORT

VIGILMECHANISM

SHARESa BuyBackofSecurities

b Sweat Equity

c BonusShares

d EmployeesStockOptionPlan

ORDEROFCOURT

DETAILSOFADEQUACYOFINTERNALFINANCIALCONTROLS

SHARESINSUSPENSEACCOUNT

According to Section 177 of the Companies Act 2013 the companys Audit Committee comprised of threedirectors The board has accepted the recommendations of the Audit Committee The table sets out thecomposition of the Committee as on 31032016

The date of meetings of committee and attendance of members is given in report on corporate governanceattached with the report

There are certain observations in the Secretarial Audit Report which require corrective actions and the Board hasgiven necessary instructions in this regard Further the Secretarial Audit Report as provided by Mr RavinderKumar Company Secretary in Practice for the financial year ended 31st March 2016 is annexed herewith foryour kind perusal and information

As per Section 177(9) and (10) of the Companies Act 2013 and as per the Clause 49 of the Listing Agreementthe company has established Vigil Mechanism for directors and employees to report genuine concerns andmade provisions for direct access to the chairperson of the Audit Committee Company has formulated thepresent policy for establishing the vigil mechanism Whistle Blower Policy to safeguard the interest of itsstakeholders Directors and employees to freely communicate and address to the Company their genuineconcerns in relation to any illegal or unethical practice being carried out in the Company

The Company has not bought back any of itssecurities during the year under review

The Company has not issued any Sweat Equity Sharesduring the year under review

No Bonus Shares were issued during the year under review

The Company has not provided any Stock Option Scheme to the employees

There is no significant and material order passed by the regulators or courts or Tribunals impacting the goingconcern status and companys operation in future

Internal Financial Controls are adequate and are in consonance with the size and operations of the Company

i Aggregate number of shareholders and the outstanding shares in the suspense account lying at the

15

Isher Singh Chairman Independent Non ExecutiveRupinder Kaur Member Independent Non ExecutiveRajbir Kaur Member Independent Non Executive

HIRA AUTOMOBILES LIMITED

ii Number of shareholders who approached issuer for transfer of shares fromsuspense account during theyear=nil

iii Number of shareholders to whomshareswere transferred fromsuspense account during the year=niliv Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end

of the year=nil

i Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account atthe beginning of the year=nil

ii Number of shareholders who approached the issuer for transfer of shares from the Unclaimed SuspenseAccount during the year=nil

iii Number of shareholders to whom shares were transferred from the Unclaimed Suspense Account during theyear=nil

iv Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account atthe end of the year=nil

The material variations between the projectionsand the actual utilization are not applicable

The Code of Conduct of Hira Automobiles Limited is attached herewith

Management Discussion and Analysis Report is attached herewith

The Company has in place `Prevention of Sexual Harassment Policy` This Anti-Sexual Harassment policyof the Company is in line with the requirements of The Sexual Harassment of Women at the Workplace(Prevention Prohibition amp Redressal) Act 2013 All employees (permanent contractual temporary andtrainees) are covered under this policy An Internal Complaints Committee (ICC) is in place to redresscomplaints received regarding sexual harassment The following is a summary of sexual harassmentcomplaints received and disposed off during the year - No of complaints received Nil -No of complaintsdisposed off NA

Your Directors wish to express their grateful appreciation to the continued co-operation received from theBanks Government Authorities Customers Vendors and Shareholders during the year under review YourDirectors also wish to place on record their deep sense of appreciation for the committed service of theExecutives staff and Workers of the Company

SHARESINUNCLAIMEDSUSPENSEACCOUNT

MATERIALVARIATIONS

CODEOFCONDUCT

MANAGEMENTDISCUSSIONANDANALYSISREPORT

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION PROHIBITION ampREDRESSAL) ACT 2013

ACKNOWLEDGEMENT

16 HIRA AUTOMOBILES LIMITED

17

FORM NO MGT-9

i CIN L50101CH1989PLC009500

ii Registration Date 06071989

iii Name of the Company Hira Automobiles Limited

iv CategorySub-Category of the Company Indian Non Government Company

v Address of the Registered office and contact details 0598 Sector 18-B Chandigarh 160018Tele - 0175-2209100101102

vi Whether listed company Yes

vii Name Address and Contact details of Registrarand Transfer Agent If any

Ms Beetal Financial amp Computer ServicesPrivate LimitedBeetal House 3rd Floor99 Madangir BehindLocal Shopping Center Near Data HarsukhdasMandir New Delhi-110062 Ph 011-2996128182FAX011-29961284

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 or more of the total turnover of the company shall be stated-

1 Selling of Cars spare parts accessories etc 100NA

III PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

1 NIL NIL NIL NIL NIL

[Pursuant to section 92(3) of theCompanies Act 2013 and rule12(1) of the Companies (Mangementand Administration) Rules 2014]

I REGISTRATION AND OTHERS DETAILS

HIRA AUTOMOBILES LIMITED

18

Demat Physical Total of TotalShares

Demat Physical Total ofTotal

Shares

1) IndianIndividualHUF

2635700 2635700 9572 2635700 2635700 9572

CentralGovtState

Govt(s)Bodies CorpBanks FIAny Other

2635700 2635700 9572 2635700 2635700 9572

NRIs-IndividualsOther-

IndividualsBodies CorpBanks FIAnyOtherhellip

PublicShareholding

MutualFundsBanks FI

i Category-Wise Share Holding

Sub-Total)A)(2)

Central Govt

iv Shareholding Pattern (Equity Share Capital Breakup as percentage of Total Equity)

a) State Govt(s)b)Venture Capital

Funds

c) InsuranceCompanies

HIRA AUTOMOBILES LIMITED

19

d)FIIse)Foreign Venture

Capital Fundsf) Others (specify)

Sub-total(B)(1)

2 Non Institutionsa) Bodies Corp

(i) Indian

(ii) Overseas

500 500 002 500 500 002

(ii) Individual

(i) Individualshareholders

holding nominalshare capital uptoRs 2 lakh

116740 116740 424 116740 116740 424

shareholdersholding nominalshare capital inexcess of Rs 1lakh

c) Others(Specify)-NRI

500 500 002 500 002

Sub-total(B)(2) 117740 117740 428 117740 428TotalPublicShareholding(B)=(B)(1)+(B)(2)

117740 117740 428 117740 428

CShares heldby

CustodianforGDRsampADRsGrandTotal

(A+B+C) 2753440 2753440 100

500

117740

117740

2753440 2753440 100

b) Individuals

HIRA AUTOMOBILES LIMITED

20

Sr

No

Shareholderrsquos

Name

Shareholding at the beginning of the

year

Shareholding at the end of the year

No ofShares

of totalShares ofthecompany

of SharesPledged encumberedto totalshares

No ofShares

1 Rajinder KaurBhattal

826000 3000 000 826000

2 Kuldeep SinghBhattal

272100 988 000 272100

3 RahulinderSingh Sidhu

270000 981 000 270000

4 Simran Bajwa 265000 962 000 2650005 D S Sangha 51600 187 000 516006 Preet Sangha 25400 092 000 254007 Vikram Bajwa 24700 090 000 247008 Manjeet Kaur

Sangha862900 3134 000 862900

9 AmandeepSingh Sangha

21600 078 000 21600

10 Karamjit Singh 15400 056 000 1540011 Neha Sidhu 1000 004 000 1000

of totalShares ofthecompany

of SharesPledged encumberedto totalshares

change inshareholdingduring theyear

3000 000 000

988 000 000

981 000 000

962 000 000187 000 000092 000 000090 000 0003134 000 000

078 000 000

056 000 000004 000 000

No of shares No of shares of total sharesof the company

At the beginning of the year NIL NIL NIL NIL

At the End of the year

ii Shareholding of Promoters

iii Change in Promoters Shareholding (please specify if there is no change)

of total sharesof the company

NIL NIL NIL NIL

NIL NIL NIL NIL

Date wise Increase Decreasein Promoters Share holdingduring the year specifying thereasons for increasedecrease (eg allotmenttransfer bonus sweat equityetc)

HIRA AUTOMOBILES LIMITED

21

Indebtedness at thebeginning of the financialyeari) Principal Amountii) Interest due but not paidiii) Interest accrued but not

142138000 8157035200 8299173200

Total(i+ii+iii) 142138000 8157035200 8299173200Change in Indebtednessduring the financial year- Addition- Reduction (142138000)

2761646100(142138000)

Net Change (142138000) 2761646100 2619508100

Indebtedness at theend of the financial yeari) Principal Amountii) Interest due but not paidiii) Interest accrued but notdue

- 10918681300 10918681300

Total (i+ii+iii) - 10918681300 10918681300

iii INDEBTEDNESSIndebtedness of the Company including interest outstandingaccrued but not due for payment

2761646100

HIRA AUTOMOBILES LIMITED

22

Stock Option 000 000 000

Sweat Equity 000 000 000

Commission- as of profit- others specify

000 000 000

Others please specify 000 000 000

Total(A) 84000000 96000000 180000000

Ceiling as per the Act

REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A Remuneration to Managing Director Whole-Time Directors andor Manager

NEHA SIDHU RAHULINDERSINGH SIDHU

(b)Value of perquisites us17(2) Income-tax Act1961

( )17 3 Income- taxAct1961 000 000

Gross salary(a)Salary as per provisions contained

1961

84000000 96000000 180000000

(c)Profits inlieu of salary under section

000

000

000 000

in section17(1) of the Income-tax Act

HIRA AUTOMOBILES LIMITED

23

Independent DirectorsmiddotFee for attending board committee meetings

middotCommission

middotOthers please specify

NIL NIL NIL NIL NIL

Total(1) NIL NIL NIL NIL NILOther Non-Executive Directors

middotFee for attending board committee meetingsmiddotCommissionmiddotOthers please specify

NIL NIL NIL NIL NIL

Total(2) NIL NIL NIL NIL NIL

Total(B)=(1+2) NIL NIL NIL NIL NIL

Total Managerial Remuneration NIL NIL NIL NIL NIL

Over all Ceiling as per the Act NIL NIL NIL NIL NIL

CEO Company CFO TotalSecretary

Gross salary(a)Salary as per provisionscontained in section17(1)of

the Income tax Act 1961

000 000 285487 285487

000 000 000 000

Sweat Equity 000 000 000 000

- (b)Value of perquisites us

17(2)Income-taxAct1961

000

000

000

000

000

000

000

000

Commission- as of profit-others specifyhellip

000 000 000 000

Others please specify 000 000 000 000

Total 000 000 285487 285487

C Remuneration to Key Managerial Personal Other Than MDManagerWTD

(C)Profits inlieu of salary undersection 17(3) Income-taxAct 1961

Sweat EquityStock Option

IV PENALTIESPUNISHMENTCOMPOUNDINGOFOFFENCES--------------------------------------------NIL---------------------------------------

HIRA AUTOMOBILES LIMITED

B Remuneration to other directors

24

Parti culars Details

A Name(s) of the related party and nature of relationship Rahul Sidhu Enterprises Pvt Ltd

B Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not SpecifiedD Salient terms of the contracts or arrangements or transactions

including the value if anyAt bank rate of Interest

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the Board 30042015G Amount paid as advances if any 226620-

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

2 Details of contracts or arrangements or transactions not at arms length basis

Par t i cul ars Details

A Name(s) of the related party and nature of relationship RSG Studios Pvt Ltd

B Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not Specified

D Salient terms of the contracts or arrangements or transactionsincluding the value if any

At bank rate of Interest

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the Board 30042015

G Amount paid as advances if any 971927-

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

HIRA AUTOMOBILES LIMITED

NA

NA

CONSERVATIONOFENERGY TECHNOLOGYABSORPTIONANDFOREIGNEXCHANGEOUTGO

(A) Conservationof energy

(B) Technologyabsorption

(C) ForeignexchangeearningsandOutgo

Steps taken impact on conservation of energy with special reference to the following(i) Steps taken by the company for utilizing alternate sources of energy including waste generated - NIL(ii) Capital investment on energy conservation equipment - NIL

1 Efforts in brief made towards technology absorption - NIL2 Benefits derived as a result of the above efforts eg product improvement cost reduction product

development import substitution etc - NIL3 In case of imported technology (imported during the last 3 years reckoned from the beginning of the

financial year) following information may be furnished(a) Details of technology imported - NIL(b) Year of import - NIL(c) Whether the technologybeen fully absorbed- NIL(d) If not fully absorbed areaswhere absorption hasnot taken place and the reasons therefore- NIL

4 Expenditure incurred on Research and Development

25

Earnings NIL

Outgo NIL

including the value if any

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the BoardG Amount paid as advances if any Nil

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

A Name(s) of the related party and nature of relationship Pacific Finlease Pvt LtdB Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not Specified

D Salient terms of the contracts or arrangements or transactions At bank rate of Interest

NA

HIRA AUTOMOBILES LIMITED

26

RATIOOF REMUNERATION

(i) the ratio of the remuneration of each director to the median remun--eration of the employees of the company for the financial year

4701

(ii) the percentage increase in remuneration of each director Chief FinancialOfficer Chief Executive Officer Company Secretary or Manager if anyin the financial year

Nil

(iii) the percentage increase in the median remuneration of employees inthe financial year

Nil

(iv) the number of permanent employees on the rolls of company 866(v) the explanation on the relationship between average increase inremuneration and company performance

NA

(vi) comparison of the remuneration of the Key Managerial Personnelagainst the performance of the company

As per individual performance

Nil

(viii) average percentile increase already made in the salaries of employeesother than the managerial personnel in the last financial year and itscomparison with the percentile increase in the managerial remunerationand justification thereof and point out if there are any exceptionalcircumstances for increase in the managerial remuneration

Nil

(ix) comparison of the each remuneration of the Key Managerial Personnelagainst the performance of the company

As per individual performance

(x) the key parameters for any variable component of remuneraavailed by the directors

tion Nil

(xi) the ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess ofthe highest paid director during the year

Nil

(xii) Affirmation that the remuneration is as per the remuneration policyof the company

Yes

Vii) Variations in the capitalisation of the company price earningsratio as at the closing date of the current financial year and previousfinancial year and percentage increase over in the marketquotations of the shares of the company in comparison to the rate atwhich the company came out with last public offer incase of listecompanies and in case of unlisted companies the variations in the networth of the company as at the close of the current financial year andprevious financial year

HIRA AUTOMOBILES LIMITED

27 HIRA AUTOMOBILES LIMITED

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee StockPurchase Scheme) Guidelines 1999

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)

Regulations 1993 regarding the Companies Act and dealing with client(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009 and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998

(vi) Factories Act 1948 The Punjab Shops and Commercial Establishments Act 1958 The Payment of WagesAct 1936 The Minimum Wages Act 1948 Employees State Insurance Act 1948 The EmployeesProvident Fund amp Miscellaneous Provisions Act 1952 Payment of Bonus Act 1965 The Payment ofGratuity Act 1972 The Industrial Employment (Standing Orders) Act 1946 The Employment Exchange(Compulsory Notification of Vacancies) Act 1956 The Environment (Protection) Act 1986 The HazardousWastes (Management Handling amp Trans boundary Movement) Rules 2008 The Water (Prevention ampControl of Pollution) Act 1974 The Air (Prevention amp Control of Pollution) Act 1981 and The Punjab LabourWelfare Fund Act 1965

I have also examined compliance with the applicable clauses of the following

(i) Secretarial Standards issued by The Institute of Company Secretaries of India(ii) The Listing Agreement entered into by the Companywith BSE Limited

During the period under review the Company has complied with the provisions of the Act RulesRegulations Guidelines Standards etc mentioned above except to the extent as mentioned below

1 That Company has not complied with Regulation 38 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 relating to maintaining of minimum publicshareholding by a listed Company

2 That Company Secretary of the Company has resigned and new Company Secretary is to be appointed asrequired under Section 203 of The Companies Act 2013

3 That Company has not deducted and deposited labour welfare fund as required under The Punjab LabourWelfare Fund Act 1965

4 That Statutory bonus as required under Payment of Bonus Act 1965 has not been paid by the Companyduring the year

5 That there are related party transactions which are not in ordinary course of business and which are not atarms length basis

6 That there is carry forward of loans given to parties which are covered under section 185 of the CompaniesAct 2013

7 That the Company has 14 locations and some locations need to get registration under The Punjab Shopsand Commercial Establishments Act 1958 and some locations require factory license under Factories Act1948 whereas some locations require consent authorization for operation of a facility under pollution lawsand The Hazardous Wastes (Management Handling amp Trans boundary Movement) Rules 2008

8 That the periodical returns required to be filed under The Employment Exchange (Compulsory Notificationof Vacancies) Act 1956 has not been filed and are pending

I further report thatThe Board of Directors of the Company is duly constituted with proper balance of Executive Directors NonExecutive Directors and Independent Directors The changes in the composition of the Board of Directors thattook place during the period under review were carried out in compliance with the provisions of the Act

-

28 HIRA AUTOMOBILES LIMITED

Adequate notice is given to all directors to schedule the Board Meetings agenda and detailed notes on agendawere sent at least seven days in advance and a system exists for seeking and obtaining further information andclarifications on the agenda items before the meeting and for meaningful participation at the meeting

Majority decision is carried through while the dissenting members views are captured and recorded as part ofthe minutes

I further report that there are adequate systems and processes in the company commensurate with the size andoperations of the company to monitor and ensure compliance with applicable laws rules regulations andguidelines

This report is to be read with our letter of even date which is annexed as and forms an integralpart of this report

29 HIRA AUTOMOBILES LIMITED

30 HIRA AUTOMOBILES LIMITED

HIRA AUTOMOBILES LIMITEDCODEOF CONDUCT

PERSONTOWHOMTHECODEISAPPLICABLE

( ) GENERALSTANDARDOFCONDUCT

( ) APPLICABLELAWS

( ) CONFLICTOFINTEREST

( ) PROTECTINGCONFIDENTIALINFORMATION

This code is applicable to the following persons (hereinafter referred to as Officers of the company)-All the Board Members-The entire Core group Members of the Companyand heads of the department

1 Officers are expected to exercise good judgment to ensure the safety and welfare of employees consumerscustomers suppliers shareholders lenders and other stakeholders and to maintain a co-operativeefficient positive harmonious and productive work environment practice integrity in inter-personalrelationships work on the principal of mutual trust transparencyand teamwork

2 Officers are expected to acquire and maintain professional competence3 Officers are expected to observe discipline and conduct themselves both on and off-duty in a manner to

uphold the high image of the company4 Officers are expected to assist the company in identifying controlling mitigating and managing business

risks within the companys risk management policy framework5 Officers are expected to assist the company in providing to its employees a work environment free of

harassment and free of discrimination based on race religion creed color physical or mental disability agesex etc

6 Officers should not engage in selling or distribution or be in possession of or use narcoticspsychotropicdrugs or be under influence of alcohol while on duty

7 As Officers represent the Company before the public and various authorities they are expected to dressneatly and appropriately in a manner consistent with the nature of their work and the image of the company

8 Officers should not claim from the company unauthorized personal expenses9 Customersupplierinvestor Relationships- Officers who need to deal with customers suppliers and investors

should understand that they are dealing and therefore should uphold the image and goodwill generated andbuilt-up by the Companyover the year

Officers must acquire adequate Knowledge of all the applicable laws rules regulations order and notificationsunder regulatory framework as applicable to their functions and duties and should follow and comply with thesame and avoid violation breach or infringement thereof

Officers of the Company will avoid conflict of interest Conflict of interest is said to exit when personal interest mayhave a potential conflict with the interest of the company at large Where any transaction involves conflict ofinterest prior approval of the Managing Directors Executive Director and in case of a Director of the Boardshould be obtained

The Companys confidential information is a vita and asset It may relate to product product formula processproduct plans and road maps cost and financial information information as to customers suppliers dealers andemployees business arrangements and agreements as well as to patents trademarks copyrights and tradesecrets For the purpose of this Code confidential information would also include the information obtained by theCompany from a third party under a Non Disclosure Agreement Such confidential information should beprotected and safeguarded against unauthorized personal use and should not be disclosed to any one expect (i)with prior authorization (ii) in the ordinary course of carrying on the business of the Company In the course ofconducting the Companys Business Officers may come in possession of confidential information about itsemployees customers suppliers etc Officers should handle the same with utmost responsibility and prevent itsmisuse

I

II

III

IV

31 HIRA AUTOMOBILES LIMITED

( ) PREVENTIONOFINSIDERTRADING

( ) COMPANYSASSETS

( ) NONCOMPLIANCE

( ) ANYAMENDMENTSORMODIFICATIONTOTHECODEOFCONDUCT

( )ACKNOWLEDGEMENTOFRECEIPTOFCODEOFCONDUCTANDETHICS

1 COMPANY PHILOSOPHY ONCODEOF GOVERNANCE

2 BOARDOF DIRECTORS

V

VI

VII

VIII

IX

Officers are privy to price sensitive inside information and should not use it to make personal gains TheCompany has framed Code of Conduct for prevention of insider trading in the Securities of the CompanyOfficers should follow the same in letter and spirit

Protecting and safeguarding the Companys assets and properties and preventing their unauthorized usepersonal use is one of the key and prime responsibility of Officers Officers are personally responsible of theCompanys funds under their control Officers should use electronic communication facilities like e-mail Internetetc in a legal ethical and appropriate manner and not expose the Company to liability resulting from the illegalunauthorized or unethical use thereof

In case of non-compliance of any of the provisions of this Code of conduct the same shall be reported to theChairman of the Board of Directors of the Company

This Code of Conduct is subject to modification The Board of Directors has the requisite power and the authorityto update and amend the Code of Conduct from time to time

I have received and read the Companys Code of Conduct and Ethics and have understood the standards andpolicies contained therein I agree to comply with the Companys Code of Conduct and Ethics I hereby affirm tothe Company compliance with the Code Conduct and Ethics on an annual basis and also undertake to renewsuch affirmation in the first weekof April every year

Pursuant to Regulation 34 read with Schedule V to the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 a Report on Corporate Governance is givenbelow

The report on Corporate Governance is requirement under Listing Agreement entered into with stockExchange and forms part of the report of the Board of Directors to the shareholders of the Company Thisreport gives an insight into the organizational structure of the Company The vision of the company is to be afinancially sound profitable growth oriented company committed to building and maximizing sustainablevalue for all the shareholders In its endeavor to attain the goal visualized the company is laying maximumemphasis on the effective system of Corporate Governance

(a) CompositionThe present strength of Board of Directors of the Company is five comprising of two Promoter Directors and threeIndependent Directors having diversified professional experience Out of total strength of five Directors two areexecutive and three are Non-Executive The composition of Board of Directors as on 31 March 2016 is asunder

REPORT OF THEBOARDOFDIRECTORS ONCORPORATEGOVERNANCE

st

32 HIRA AUTOMOBILES LIMITED

SN Name DIN Designation Nature of Directorship

1 Rahul Inder SinghSidhu

00447452Chairman and ManagingDirector

Promoter Executive

2 Neha Sidhu 00460875 Whole-time director Promoter Executive

3 Isher Singh 02990779 Director Independent Non Executive4 Rajbir Kaur 06397998 Director Independent Non Executive

5 Rupinder Kaur 06403845 Director Independent Non Executive

6 Ramesh Kumar 00126036 Director Independent Non Executive

Sh Ramesh Kumar has resigned on 31122015 from the office of Director(b) Attendance of each Director at the Board Meetings held during the year 2015-16 and last Annual General

Meeting and number of other Boards or Board Committees in which heshe is a member is as under-

The detail of number of shares and convertible instruments held by non ndash executive directors is given asbelow

Shri Rahulinder Singh Sidhu Managing Director of the Company and Smt Neha Sidhu Whole Time Director on theBoard of Directors are related to each other as husband and wife

(c) During the year fifteen meetings of the Board ofDirectors were held on the following dates-

The familiarization programme imparted to independent directors is disclosed on weblinkof the Company

wwwhiraautomobilescom

33

30042015 30052015 31052015 21072015 31072015 15092015

30092015 31102015 02112015 30112015 02012016 0202201615022016 22022016 10032016

SN Name of non ndash executive Director No of Equity Shares Held No of convertibleinstruments Held

1 Rajbir Kaur Nil NA

2 Rupinder Kaur Nil NA3 Isher Singh Nil NA

Total Nil NA

SN

Name of Director No of BoardMeeting attended

No of otherDirectorship

Membershipin other

Committees

Attendance atlast AGM

1 Rahulinder Singh Sidhu 15 4 - Yes

2 Neha Sidhu 12 4 - Yes

3 Isher Singh 12 - 3 -

4 Rajbir Kaur 6 - 3 -

5 Rupinder Kaur 6 - 3 -

6 Ramesh Kumar 1 4 - -

HIRA AUTOMOBILES LIMITED

34

3 AUDITCOMMITTEE

4NOMINATIONANDREMUNERATIONCOMMITTEE

Remunerationpolicy

The terms of reference of the audit committee include all the matters as provided under Section 177 (4) of TheCompanies Act 2013 and the rules made there under and SEBI (LODR) Regulations 2015

As on 31 March 2016 In compliance with the provisions of Section 177(2) of the Companies Act 2013 AuditCommittee comprises of three Non-Executive Independent Directors five meetings of Audit Committee wereheld during the year under consideration on following dates

The details of members of the audit committee and their attendance is as under-

The terms of reference of Nomination and Remuneration Committee covers all the matters provided under theCompanies Act 2013 and the rules made there under and SEBI (LODR) Regulations 2015

As on 31 March 2016 in compliance with the provisions of Section 178(1) of the Companies Act 2013Nomination and Remuneration Committee comprises of three Non-Executive Independent Directors Twomeetings of Nomination and Remuneration Committee were held during the year under consideration on 30May 2015 and 10 March 2016The details of members of the audit committee and their attendance is as under-

Remuneration policy ensures that the level and composition of remuneration is reasonable and sufficient toattract retain and motivate directors of the quality required to run the company successfully and that relationshipof remuneration to performance is clear and meets appropriate performance benchmarks and that remunerationto directors key managerial personnel and senior management involves a balance between fixed and incentivepay reflecting short and long-term performance objectives appropriate to the working of the company and itsgoals

CompositionandMeetings

CompositionandMeetings

st

st

th

th

30052015 31072015 31102015 15022016 28032016

Name of Directors Position held in theCommittee

Category MEETINGSHeld Attended

Isher Singh Chairman Independent NonExecutive

Five Five

Rupinder Kaur Member Independent NonExecutive

Three Three

Rajbir Kaur Member Independent NonExecutive

Three Three

Name of Directors Position held in theCommittee

Category MEETINGS

Held Attended

Isher Singh Chairman Independent NonExecutive

Two Two

Rupinder Kaur Member Independent Non

Executive

Two Two

Rajbir Kaur Member Independent NonExecutive

Two Two

HIRA AUTOMOBILES LIMITED

35

5 REMUNERATIONOFDIRECTORS

6 STAKEHOLDERS GRIEVANCECOMMITTEE

7 GENERALBODYMEETINGS

There is no pecuniary relationship or transaction of the company with its independent directors other thanpayment of sitting fee to them for attending Board and Committee meetings Following Executive Directors werepaid as per detail given below

and no commission on profits is paid to any of the Directors No stock option has been given to any of theDirectors including Executive Directors

As on 31 March 2016 in compliance with the requirement of Section 178(5) of The Companies Act 2013Stakeholder Relationship Committee comprises of three Non-Executive Independent Directors to consider andresolve the grievances of security holders of the companyper detail given below

Sh Rahul Inder Singh Sidhu Managing Director has been appointed as Compliance officer for the purpose ofcomplying with various provisions of the Guidelines Regulations issued by Securities and Exchange Board ofIndia Listing Agreement with Stock Exchanges

The Company has not received any complaint during the year from the shareholders and there is no pendingcomplaint with the Company

(i) Location and time where last three Annual General Meetings were held is given below-

(i) Compositionst

(ii) ComplianceOfficer

(iii) Complaints

SN

NAME OFDIRECTOR

DESIGNATION SALARY Rs BENEFITS BONUS STOCKOPTIONS

PENSION

1 RahulinderSingh Sidhu

ManagingDirector

960000- - - - -

2 Neha Sidhu Whole TimeDirector

840000- - - - -

Name Category Designation

Isher Singh Independent Non Executive Chairman

Rupinder Kaur Independent Non Executive Member

Rajbir Kaur Independent Non Executive Member

Financial Year Date Time Venue

2012-13 30092013 1100 A M 20 Sector 8A Chandigarh 1100022013-14 30092014 500 PM 20 Sector 8A Chandigarh 110002

2014-15 30092015 500 PM 20 Sector 8A Chandigarh 110002

HIRA AUTOMOBILES LIMITED

36

(ii) Following Special Resolutions were passed in the previous 3 Annual General Meeting

(iii) No special resolution has been passed last year through postal ballot and no special resolution isproposed to be conducted through postal ballot

Quarterly results are normally published in the newspapers and also sent to BSE Limited Physical copy ofannual report which inter alia includes the Directors Report Corporate governance report Audited AccountsCash Flow Statements etc was sent to shareholders by post and also to BSE Limited The quarterly results andannual report isalso available on companys website at under investors section

Date 30092016 Time 0500 PM Day Friday and Venue Registered Office of the Company at 0598 Sector18B Chandigarh 160018

The companys Financial Year starts from 1 April every year and conclude on 31 March next year

The Register of Members and the Share Transfer Books of the Company shall remain closed from 29 day ofSeptember 2016 to 30 day of September 2016 (both days inclusive)

No dividend has been recommended by the Board this year and therefore information under this sub clause is nil

The shares of the Company are listed at BSE Limited only as other regional stock exchanges viz Delhi StockExchange Association Limited Ludhiana Stock Exchange Association Limited and Ahmedabad StockExchange Limited had been de-recoganised in the process of de-recoganition by Securities and ExchangeBoard of India The Company haspaid listing fee to BSE Limited

The Stock Code of the Company on BSE Limited is 531743

There was no trading of shares of the Company and no market price data is available Further Securities of theCompany were not suspended from trading by BSE Limited during last year

The Company has appointed Ms Beetal Financial amp Computer Services Private Ltd New Delhi as CommonAgency (RTA) for Share Transfer work in both modes physical as well as electronically Detail of RTA is as underMs Beetal Financial amp Computer Services Private LimitedBeetal House 3 Floor99 Madangir Behind Local Shopping Center Near Data Harsukhdas MandirNewDelhi- 110062 Ph 011-2996128182 Fax 011-29961284

The companys shares in dematerialized form transferable through depository system and Shares in physicalform are processed by Ms Beetal Financial amp Computer Services Private Limited The Board has authorised ShRahulinder Singh Sidhu Managing Director of the company to approve share transfers and matter relatedtherewith

8 MEANSOFCOMMUNICATION

9 GENERALSHAREHOLDERINFORMATIONAnnual General Meeting

Financial Year

BookClosure

Dividend

Listing

StockCode

StockMarket Data

Registrar andShareTransfer Agents

ShareTransfer System

wwwhiraautomobilescom

st st

th

th

rd

30092013 Nil

30092014 1 Approval for Borrowing Money in excess of the aggregate of the paid up share capital andfree reserves of the Company 2 Amendments in Articles of Association

30092015 Nil

HIRA AUTOMOBILES LIMITED

37

ReconciliationofShareCapital Audit

Distribution of shareholding

Dematerializationof sharesandliquidity

GDRsADRs

Mr Ravinder Kumar Practising Company Secretary carries out the Reconciliation of Share Capital Audit asmandated by SEBI and reports on the reconciliation of total issued and listed Capital with that of total sharecapital admitted held in dematerialized form with NSDL and CDSL and those held in physical form This audit iscarried out on quarterly basis and the report thereof is submitted to the Stock Exchanges

Detail of distribution of share holding of equity share of the Company by size and ownership class as on31032016 is given as under

The Shares of the company have not been traded on stock exchange during the period under review TheCompany has not been allotted ISIN and number of shares held in dematerialized formis nil

The Company has not issued any GDRsADRsWarrants or any Convertible instruments

UP TO 5000 129 6293 38840 38840000 14106

5001 TO 10000 49 2390 44500 44500000 16162

10001 TO 20000 7 341 10000 10000000 0363220001 TO 30000 4 195 9000 9000000 03269

30001 TO 40000 2 098 6800 6800000 02470

40001 TO 50000 1 049 4400 4400000 01598

50001 TO 100000 1 049 5200 5200000 01889

100001 AND ABOVE 10 585 2634700 2634700000 956876

Indian Promoter-IndividualHUF 11 2635700 9572

Non Resident Individual 1 500 002

Bodies Corporate 1 500 002

Resident Individuals-HUF 190 116740 424

HIRA AUTOMOBILES LIMITED

38

Plant ShowroomLocationsShowroom Locations

Address for correspondence

Related Party Transactions

Compliance

Vigil Mechanism

WhistleBlower Policy

Mandatory Requirements

1 Hira Automobiles Limited Rajbaha Road Patiala Ph No 0175-22091002 Hira Automobiles Limited Malout Road Muktsar Ph No 01633-2620203 Hira Automobiles Limited Village Bhadak Rajpura Ph No 01762-2448814 Hira Automobiles Limited Radha Swami Satsang Road Nabha PhNo 01765-5059595 Hira Automobiles Limited Muktsar Road Malout Ph No01637-2637246 Hira Automobiles Limited Patiala Pehowa Road DevigarhPh No0175-26311527 Hira Automobiles Limited Bathinda Malout Road Gidderbaha8 Hira Automobiles Limited Nabha Road Bhadson9 Hira Automobiles Limited Cheeka road Samana

10 Hira Automobiles Limited Malout Road Killianwali

Following is the address for correspondenceRegistered Office ndash Hira Automobiles Limited 0598 Sector 18-B Chandigarh 160018

There are no materially significant related party transactions that may have potential conflict with the interests ofcompany at large There were transactions with related parties at market price at arms length basis which aredisclosed in Form AOC ndash 2 attached herewith The policy on dealing with related party transactions is availableon web link of the Company

The Company has complied with all the provisions of listing agreement and that no penalties and or strictureshas been imposed on the company by Stock Exchange or SEBI or any statutory authority on any matter relatedto capital markets during the last three years

Detail of Vigil Mechanismis provided in the same heading in Directors Report

Company has formulated the Whistle Blower Policy to safeguard the interest of its stakeholders Directors andemployees to freely communicate and address to the Company their genuine concerns in relation to any illegalor unethical practice being carried out in the Company and that no personnel has been denied access to the auditcommittee

The Company has complied with all the mandatory requirements as stipulated in SEBI (Listing and DisclosureRequirements) Regulations 2015

10 OTHERDISCLOSURES

wwwhiraautomobilescom

HIRA AUTOMOBILES LIMITED

39

MANAGEMENTDISCUSSIONANDANALYSIS REPORT

1 Industrystructureanddevelopment

2 Opportunitiesandthreats

3 Segmentwiseor product wiseperformance

4 Outlook

5 Risksandconcern

6 Internal control systemsandtheir adequacy

HIRA AUTOMOBILES LIMITED

40

7 Discussiononfinancial performancewithrespect tooperational performanceDue to overall recessionary economy and internal competition with the new dealer there has been minoradverse impact on the financial stability of the company with respect to operational performance as the workingcapital limits of the company has increased substantially where as there is no growth in sales In comparison tominor growth in operational performance Profitability of the company has been decreasing during the yearinspite of higher burden of interest expenditure salary and wages and other admistrative expenses

8 HumanRecourses

9 Management of theCompany

Human Resource is considered to be the most prized assetof the company by the management Hence the work-forceis being looked after well and ensured that they remain motivated The 360 degree appraisal system ensures theirsatisfaction and brings out their concerns and bikerings which are addressed by the management immediately Thisimproves the employee-management relationship and makes themwork for the better future of the company

As Company has a large network of branches spread over 14 locations in two district of Patiala and Muktsar eachlocation is being managed by a rich experienced deemed CEO who is also known deemed key managerial personnelAll the branches key Managerial Personnel are reporting directly to CMD sitting at Patiala corporate office of thecompany

HIRA AUTOMOBILES LIMITED

41

COMPLIANCECERTIFICATEBYCHIEFEXECUTIVEOFFICERANDCHIEFFINANCIALOFFICER

We Rahulinder Singh Sidhu Managing Director and Sandeep Rana Chief Financial Officer of the Companyhereby certify thatA We have reviewed financial statements and the cash flow for the year ended 31 March 2016 and that to thebest of our knowledge and belief(1) These statements do not contain any materially untrue statement or omit any material fact or containstatements that might be misleading(2) These statements together present a true and fair view of the company affairs and are in compliance withexisting accounting standards applicable laws and regulationsB There are to the best of our knowledge and belief no transactions entered into by the Company during theyear that are fraudulent illegal or volatile to the companyscode of conductC We accept responsibility for establishing and maintaining internal controls for financial Reporting and that wehave evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting andwe have disclosed to the auditors and the audit committee deficiencies in the design or operation of such internalcontrols if any of which they are aware and the steps they have taken or propose to take to rectify thesedeficienciesD We have indicated to the auditorsand the Audit committee(1) Significant changes in internal control over financial reporting during the year(2) Significant changes in accounting policies during the year and that the same have been disclosed in thenotes to the financial statements and(3) There were no instances of fraud of which they have become aware and the involvement therein of themanagement or an employee having a significant role in the companys internal control system over financialreporting

I Rahulinder Singh Sidhu Managing Director of the Company hereby declare that all Board Members andSenior Management Personnel have affirmed compliance with the code of conduct for the Directors and SeniorManagement Personnel as approved by the Board for the Financial Year ended 31 March 2016

For

st

st

HIRA AUTOMOBILES LIMITED

42

AUDITORS CERTIFICATEONCORPORATEGOVERNANCE

The Board of DirectorsHira Automobiles LimitedChandigarh

We have examined the compliance of conditions of Corporate Governance by Hira Automobiles Limited for thefinancial year ended March 31 2016 as stipulated in the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015

The compliance of conditions of Corporate Governance is the responsibility of the management Ourexamination was limited to procedures and implementation thereof adopted by the company for ensuring thecompliance of the conditions of the Corporate Governance It is neither an audit nor an expression of opinion onthe financial statements of the company

In our opinion and to the best of our information and according to the explanations given to us we certify that thecompany has complied with the conditions of Corporate Governance as stipulated in the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015

We further state that such compliance is neither an assurance as to the future viability of the company nor theefficiency of effectiveness with which the management has conducted the affairs of the company

HIRA AUTOMOBILES LIMITED

43 HIRA AUTOMOBILES LIMITED

4

5

OPINION

REPORTONOTHERLEGALANDREGULATORYREQUIREMENTS

44 HIRA AUTOMOBILES LIMITED

Annexureldquo Ardquoto the Independent Auditors Report on the Standalone Financial Statements of Hira Automobiles Limited(Referred to in paragraph 1 (f) under Report on Other Legal and Regulatory Requirements of our report of evendate)

REPORT ON THE INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING UNDER CLAUSE (i)OF SUBSECTION3 OF SECTION 143 OF THE COMPANIES ACT 2013 (ldquoTHE ACTrdquo)

We have audited the internal financial controls over financial reporting of hira automobiles LIMITED (ldquotheCompanyrdquo) as of March 31 2016 in conjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

The Companys management is responsible for establishing and maintaining internal financial controlsbased onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the ldquoGuidance Noterdquo) issued by the Institute of Chartered Accountants of India These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherence to Companyspolicies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financial information as requiredunder the Companies Act 2013

Our responsibility is to express an opinion on the Companys internal financial controls over financial reportingbased on our audit We conducted our audit in accordance with the Guidance Note and the Standards onAuditing prescribed under Section 143(10) of the Companies Act 2013 to the extent applicable to an audit ofinternal financial controls Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if such controls operatedeffectively in all material respects Our audit involves performing procedures to obtain audit evidence about theadequacy of the internal financial controls system over financial reporting and their operating effectiveness Ouraudit of internal financial controls over financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditors judgement including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internalfinancial controlssystem over financial reporting

MANAGEMENTSRESPONSIBILITYFORINTERNALFINANCIALCONTROLS

AUDITORS RESPONSIBILITY

45 HIRA AUTOMOBILES LIMITED

MEANINGOFINTERNALFINANCIALCONTROLSOVERFINANCIALREPORTING

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVERFINANCIAL REPORTING

OPINION

A companys internal financial control over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles A companys internal financial controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of thecompany (2) provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and that receipts andpayments of the company are being made only in accordance with authorisation of management and directors ofthe company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the companys assets that could have a material effect on the financialstatements

Because of the inherent limitations of internal financial controls over financial reporting including thepossibility of collusion or improper management override of controls material misstatements due to error orfraud may occur and not be detected Also projections of any evaluation of the internal financial controlsover financial reporting to future periods are subject to the risk that the internal financial control over financialreporting may become inadequate because of changes in conditions or that the degree of compliance withthe policies or procedures may deteriorate

in our opinion to the best of our information and according to the explanations given to us the Companyhas in all material respects an adequate internal financial controls system over financial reporting and suchinternal financial controls over financial reporting were operating effectively as at March 31 2016 based onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note

46 HIRA AUTOMOBILES LIMITED

Annexure B To Auditors ReportAnnexure referred to in paragraph 3 of our report of even date

1 (a) The Company has maintained proper records showing full particulars including quantitativedetailsand situation of fixed assets at Corporate Office and in the process of maintaining at outlets

(b) We have been informed that the fixed assets of the company have been physically verified by themanagement at reasonable intervals and no material discrepancies were noticed on such verification

2 (a) As informed to us physical verification of inventory of the company has been conducted by themanagement at reasonable intervals (b) In our opinion and according to the explanations givento us the procedures of Physical verification of inventory followed by the management arereasonable and adequate in relation to the size of the company and the nature of its business

(c) In our opinion and according to the explanations given to us the Company is maintainingproper records of inventory We have been informed that no material discrepancies have been noticedon physical verification as compared to records

3 (a) According to the information and explanation given to us the Company has advanced inter corporatedeposits to three companies covered in the register maintained under section 189 of the CompaniesAct2013 and there is no stipulation as to the time period for recovery of principal and interest amount ofunsecured loan given

(b) Further as there is no stipulation as to the time period for recovery of principal amount ofunsecured loan given we are unable to comment on the overdue amount in respect of thesaid loan

4 In our opinion and according to the information and explanations given to us the Company has compliedwith the provisions of Sections 185 and 186 of the CompaniesAct 2013 in respect of grant of loans makinginvestments and providing guarantees and securities

5 According to the information and explanation given to us the Company has not accepted deposits frompublic Advances from customers for sale of vehicles and against sale promotion schemes run by theCompany to promote its sale are received and paid in the ordinary course of business

6 The maintenance of cost records under section 148(1) of the CompaniesAct 2013 has not been prescribedby the Central government for the Companysince it is not manufacturing Company

7 (a) According to the information and explanations given to us the company is generally regular indepositing all statutory dues including provident fund investor education and protection fundemployees state insurance income tax sales tax wealth tax custom duty excise duty cess and anyother statutory due with appropriate authority during the year

(b) According to the information and explanations given to us there are no disputed amount payables inrespect of provident fund investor education and protection fund employees state insurance incometax sales tax wealth tax customduty excise duty cess by the Company

(c ) No amount was lying with the company which was required to be transferred to investor education andprotection fund in accordance with the relevant provisions of the CompaniesAct 1956 (1 of 1956) andrulesmade there under

8 As informed to us the companyhas not defaulted in repayment of dues to financial institutions or banks

9 As informed to us the company has not given any guarantee for loans taken by others from bank orfinancial institutions

47 HIRA AUTOMOBILES LIMITED

10 As informed to us the proceeds of the term loans taken by the company are applied for the purpose forwhich the loans were obtained

11 Based on the audit procedures performed for the purpose of reporting the true and fair view of the financialstatements and as per the information and explanation given by the management we report that no fraudby the company has been noticed or reported during the course of our audit

48 HIRA AUTOMOBILES LIMITED

49

Particulars Note No As at As atMarch 312016 March 312015

I EQUITY AND LIABILITIES(1) Shareholders funds

(a) Share capital 2 2753440000 2753440000(b) Reserves and Surplus 3 6240053700 5676970200

(2) Non-current liabilities(a) Long term borrowings 4 10202167800 9006585600(b) Deferred tax liabilities (net) 5 1662638300 1542080600(c) Other long-term liabilities 6 5734992800 5067035200

(d) Long-term provisions 7 1339912400 1244415300(3) Current liabilities

(a) Short term Borrowings 8 49363423500 59501393100(b) Trade payables 9 1502741100 6123301200(c) Other current liabilities 10 3671194600 4679162300(d) Short term provisions 11 823155600 789863800

Total 83293719800 96384247300ASSETS

(1) Non-Current assets(a) Fixed assets

(i) Tangible assts 12 16817879700 16711642800(ii) Intangible assets 13 - -

(b) Non-current investments 14 1120000 1120000(d) Long-term loans and advances 15 2618538200 2251312400

(2) Current assets(a) Inventories 16 41208502100 40489156300(b) Trade Receivables 17 14372057700 13922503000(d) Cash and Cash equivalents 18 3697504100 11556587000(e) Short-term Loans and Advances 19 4497240800 11399114400(f) Other Current assets 20 80877200 52811400

Total 83293719800 96384247300

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

(IN RUPEES)

Chairman and Managing Director

Balance Sheet

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies 1

50

Particulars Note No Year Ended Year EndedMarch 312016 March 312015

I Revenue from operations 21 310372896800 323733670200II Other income 22 136994600 525412000III Total Revenue(I+II) 310509891400 324259082200IV Expenses

a Cost of Material Consumed 23 1357073500 1293751900b Purchase of Stock-in-Trade 24 281848216100 294479334400c Changes in Inventories of Finished Goods 25 (719345800) (186205700)d Employee Benefits Expenses 26 12664754100 12944732800e Finance Costs 27 5604834800 4157234900f Depreciation and Amortization expense 12 1358225700 1559476600g Other Expenses 28 7395406500 8383136200

Total Expenses 309509164900 322631461100V Profit before tax (III-IV) 1000726500 1627621100

VI Tax expense(a)Current tax 275985000 473844400(b)Deferred tax 120557700 -

VII Profit for the Year(V-VI) 604183800 1153776700VIII Prior period tax expenses 41100300 75346500IX Earnings per Equity Share(in Rupees) 563083500 1078430200

Basic 219 392Diluted 219 392

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

Profit amp Loss Account

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies

51

Particulars As at March 312016 As at March 312015A Cash Flow from Operating Activities

Net Profit before Tax 1627621100Adjustment forDepreciation 1559476600Interest expenses 4157234900Loss Profit on Sale of Fixed Assets -

Operating ProfitLoss before Working Capital Changes 7344332600Adjustment for(Increase)Decrease in Trade amp Other receivables 940107800(Increase)Decrease in Inventory (186205700)Increase(Decrease) in Trade Payables amp other provisions (4054306400)(Increase)Decrease in Other Loans amp Advances (4635970800)Cash generated from operations (592042500)Taxes Paid (549190900)Previous Year Taxes (Net) -Net Cash from Operating Activities (A) (1141233400)

B Cash Flow from Investing Activities(Purchase) of FixedCapital Expenditure (2227931100)Sale of Fixed Assets 883140700Sale(Purchase) of Investment (315826300)

Net Cash used in Investing Activities (B) (1660616700)C Cash Flow from Finance Activities

Proceeds from Long Term Borrowing (Net) (4869873700)Secured Loan 18024550800Unsecured Loan - 991878400Interest paid (4157234900)Net Cash from Financing Activities (C ) 9989320600

Net increase in Cash and Equivalents (A+B+C) 7187470500Opening Balance of Cash and Cash Equivalents 4369116500

Closing Balance of Cash and Cash Equivalents

1000726500

13582257005604834800

69725800

8033512800

(449554700)(719345800)

(5595236000)68738078008143184100(275985000)

(41100300)7826098800

(1622365700)88177300

(367225800)

(1901414200)

1959036900(10137969600)

(5604834800)(13783767500)

(7859082900)11556587000

3697504100 11556587000

Notes1 Figures in brackets indicate cash outflow2 The above Cash Flow Statement has been prepared under the indirect method set out in AS 3-Cash

Flow Statement as prescribed by Companies (Accouning Stanadards)Rules2006

This is the Cash Flow Statement referred to our report of even date

Cash Flow Statement

HIRA AUTOMOBILES LIMITED

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

For the Year Ended 31 March 2016st

52

Notes to Accounts2 SHARE CAPITAL

As at March 31 2016 As at March 312015(1)AUTHORISED6000000 Equity shares of Rs10-each 6000000000 6000000000

FULLY PAID UP

ISSUEDSUBSCRIBED -2753440 Equity shares of Rs10 each

6000000000 6000000000

2753440000 2753440000

2753440000 2753440000

Shares at the beginning of the accounting Period2753440 Equity shares of Rs10- each 2753440000 2753440000Additions during the year - -Shares outstanding at the end of year 2753440000 2753440000Total 2753440000 2753440000

(a) Rights Preferences and Restrictions Attached to sharesEquity Shares The Company has only one class of equity shares having a par value of Rs 10 per shareEach Shareholder is entitled to one vote per share In the event of liquidation of the company the holder ofequity shares will be entitled to receive any of the remaining of the Company after distribution of allpreferential amounts However no such preferential amount exist currently The distribution will be inproportion to the number of equity shares held by the equity shareholders(b) Detail of Shares held by Shareholders holding more than 5 of the Aggregate Shares in theCompany

Name of Shareholders No of Shares Shareholding as at March31 2016

Rajinder Kaur Bhattal 826000 3000Kuldeep Singh Bhattal 272100 988Rahul Sidhu 270000 981Simran Bajwa 265000 962Manjeet Kaur Sangha 862900 3134

3 RESERVES AND SURPLUSAs at March 312016 As at March 312015

General reserveAt the beginning of the accounting period 723675000

-

-

-

-

723675000Additions during the yearAt the end of the accounting period 723675000 723675000Surplus in Statement of Profit and LossAt the beginning of the accounting period 4953295200 3874865000Additions during the year 563083500 1078430200(balance in statement of profit amp loss ac)prior period expenses written offtransfer tofrom reservesAt the end of the accounting period 5516378700 4953295200

Total 6240053700 56769702004 LONG TERM BORROWINGS

As at March 312016 As at March 312015SECUREDTerm loan(Secured against hypof car and guaranteed bythe directors of the co)

(Secured against Focal Point Properties andguaranteed by directors)

-

5018479300

142138000

5774447600

UNSECUREDLoans from directors 5183688500 3090000000Loans from shareholders and public - -Total 10202167800 9006585600

Term loan

HIRA AUTOMOBILES LIMITED

53

5 DEFERRED TAX LIABILITIES (NET)As at March 312016 As at March 312015

Deferred tax liabilities 1662638300 1542080600Total 1662638300 1542080600

6 OTHER LONG TERM LIABILITIESAs at March 312016 As at March 312015

Sales promotion scheme- Customeradvances

5046479000 4415090000

Security from Employees 688513800 651945200Total 5734992800 5067035200

7 LONG TERM PROVISIONSAs at March 312016 As at March 312015

Gratuity provision 1339912400 1244415300Total 1339912400 1244415300

10 OTHER CURRENT LIABILITIESAs at March 312015

Current maturities of long term debts 880473400 1674618400Interest accrued and due on borrowings - -Value added tax and CST 2185026500 2517359600TDS payable 111535600 157798400Current year taxes payable(net of advance tax) - -

Other payables 494159100 329385900Total 3671194600 4679162300

11 SHORT TERM PROVISIONS

(a) Provisions for employee benefits 823155600 789863800

8 SHORT TERM BORROWINGSAs at March 312016 As at March 312015

Secured loans from banksPunjab National Bank -(secured against hypothecation of stockand book-debts)Gur Mandi Patiala 30680878500 29077205300Gagan Chowk Rajpura 1863121400 1705992300New Grain Market Muktsar and Malout 842363700 757042200Inventory funding 15977059900 27961153300(secured against hypothecation of stockand book-debts)Total 49363423500 59501393100

9 TRADE PAYABLESAs at March 312016 As at March 312015

Sundry Creditors 357269200 2822407500Advance from Parties-Interest free 1145471900 3300893700Total 1502741100 6123301200

HIRA AUTOMOBILES LIMITED

As at March 312016 As at March 312015

Total 823155600 789863800

As at March 312016

54 HIRA AUTOMOBILES LIMITED

14 NON CURRENT INVESTMENTAs at March 312016 As at March 312015

Investment in Shares 1120000 1120000Investment in Mutual Funds - -

Total 1120000 1120000

15 LONG TERM LOANS AND ADVANCESAs at March 312016 As at March 312015

Security Deposits 366283000 337485500(Unsecured considered good unlessOtherwise Stated)Intercorporate Deposits 2252255200 1913826900Total 2618538200 2251312400

16 INVENTORIESAs at March 312016 As at March 312015

(As taken valued amp certified by the management)

Stock in Trade (in respect of goodsacquired for trading )

38093012700 37213584000

Stores Spares amp Loose tools 3115489400 3275572300

Total 41208502100 40489156300

17 TRADE RECEIVABLESAs at March 312016 As at March 312015

(unsecured considered good unlessotherwise stated)(1)Debts outstanding for a period exceeding

six months from the date they are due 513584600 623548900(2)Other debts 13858473100 13298954100Total 14372057700 13922503000

55

18 CASH amp CASH EQUIVALENTS As at March 312016 As at March 312015

(a) Balance with BanksFixed deposits 1260950600 812770600(Earmarked balances with banksheld as margin moneyagainst borrowingsand other commitments)Current accounts 1243916600 6403274200Gold Coins 29547200 29547200(b) Cheques Draft on HandCheques in HandCash in hand

202088500961001200

30714258001239569200

Total 3697504100 11556587000

19 SHORT TERM LOANS amp ADVANCESAs at March 312016 As at March 312015

(Unsecured considered good unlessotherwise stated)advances recoverable in cash orin kind for the value to be received(1)Advance to parties 2541662700 9294257800(2) Receivable from revenue authorities 551783000 569108700(3)Current years taxes recoverable(net ofliability)

332615600 380504500

(4) Other advances 1071179500 1155243400Total 4497240800 11399114400

HIRA AUTOMOBILES LIMITED

56

20 OTHER CURRENT ASSETSAs at March 312016 As at March 312015

Prepaid Expenses 80877200 52811400

Total 52811400

21 REVENUE FROM OPERATIONSAs at March 312016 As at March 312015

Sale of products 290733945600 301324413800Sale of services 9681919400 10435033800

Other operating revenues 9957031800 11974222600310372896800 323733670200

Less Excise duty - -Total 310372896800 323733670200

22 OTHER INCOMEAs at March 312016 As at March 312015

Interest income 87335400 279807100Other Non-operating income 49659200 245604900Total 136994600 525412000

23 COST OF MATERIAL CONSUMEDAs at March 312016 As at March 312015

Purchases Raw-Materials and PackingMaterials

1357073500 1293751900

Add Opening balance of stock - -1357073500 1293751900

Less Closing balance of stock - -Total 1357073500 1293751900

80877200

24 PURCHASE OF STOCK IN TRADEAs at March 312016 As at March 312015

Purchases of Traded goods 281848216100 294479334400

Total 281848216100 294479334400

25 CHANGES IN INVENTORIESAs at March 312016 As at March 312015

Finished Goodsat the beginning of the accounting period - -at the end of the accounting period - -Stock-in-Tradeat the beginning of the accounting period 40489156300 40302950600at the end of the accounting period 41208502100 40489156300Total (719345800) (186205700)

26 EMPLOYEE BENEFIT EXPENSESAs at March 312016 As at March 312015

Salary and Wages 8156996000 9654096800HRA Expenses and other allowance 2733336200 1148756100Contribution to Provident fund 587123100 490338400Contribution to Employees state Insurance fund 157923000 161030000Workers and Staff Welfare 299823200 269213600Gratuity Expenses 95497100 64570600Bonus 420931500 903597900Employees Training and Uniform expenses 213124000 253129400Total 12664754100 12944732800

HIRA AUTOMOBILES LIMITED

57

27 FINANCE COSTSAs at March 312016 As at March 312015

Interest ExpenseInterest to Banks 4309580000 3483884100Interest on Unsecured loans 1196279800 577607600Interest to Customers (36290200) (95330900)Interest to MSIL (121679800) (50429300)Interest to Bank on Vehicle loan 29667800 43272600Bank Charges 227277200 198230800

Total 5604834800 4157234900

28 OTHER EXPENSESAs at March 312016 As at March 312015

Accessories Expenses 9551600 18313400Festival Expenses 30357200 8141000Donation 13123500 9144500Freight Inward 23896900 26399000Power amp Fuel 913761800 911434100Software Usage Charges 91413600 86473500Entertainment Exp 19129900 29106000Rent Rates amp Taxes 701191800 671145200General Expenses 162725500 138611000Godown Rent 57600000 48125000Insurance 161551400 173705300Legal expenses 43474400 60436900Misc Expenses 7073900 3598300News Paper amp Periodicals 9374100 7947200Outside Labour Expenses 284322400 102072700Payment to the Auditors 48313400 15000000Postage amp Courier Expenses 10683600 13298800Professional Charges 147965200 1006744000Printing amp Stationery 165125400 223093400Repair to Buildings and fixed assets 309177500 427256800MDS Expenses 21264900 35806500Telephone Expenses 326712100 525640000Workshop Expenses 325704400 579373600Vehicle Running Expenses 182200200 225090800Other expenses 18263600 405070100Advertisement ExpensesDiscounts

99310800745200400

118382500821623000

Customer welfare 146224200 161357500Demo Expenses amp PDI Expenses 372510300 437441500Sales Promotion 696744200 773152400Sale Commission amp Incentives 160190000 35180000Pool Cancellation and lifting charges 202092600 166694500Marketing Staff Tour expensesTrue Value Expenses

531070200358105500

581622300442725000

Total 7395406500 8383136200

HIRA AUTOMOBILES LIMITED

58 HIRA AUTOMOBILES LIMITED

Post-Employment BenefitsDefined Contribution PlansA defined contribution plan is a post-employment benefit plan under which the Company pays specifiedContributions to a separate entity The Company makes specified monthly contributions towards ProvidentFund Superannuation Fund and Pension Scheme The Companys contribution is recognized as an expense inthe Profit and Loss Statement during the period in which the employee renders the related service

The Company does not deal with Foreign Currency hence AS-11 ldquoEffect of changes in Foreign Exchangesissued bythe Institute of Chartered Accountantsof India isnot applicable

Cash Flow Statements has been prepared following the indirect method set out in the Accounting Standard-3 on ldquoCash Statements ldquoissued by the Institute of Chartered Accountants of India

(i) Income tax expenses for the period comprise of Current Tax amp Deffered Tax(ii) Current tax is measured at the amount expected to be paid to the tax authorities using the applicable tax

Rates of the Income TaxAct 1961(iii) Deferred Tax is calculated on the timing differences being the difference between accounting income and

taxable income which originates in one period and are capable of reversal in one or more subsequentaccounting periods in accordance with the provisions of Accounting Standard -22 on ldquoAccounting forTaxeson Incomerdquo issued by the Institute of Chartered Accountants of IndiaDeferred tax assets are recognized only to the extent that there is a reasonable certainty that sufficientfuture income will be available except that deferred tax assets in case there are unabsorbed depreciationor losses are recognized if there is virtual certainty that sufficient future taxable income will be available torealize the same

Depreciation on Fixed Assets is provided on the basis of Straight Line Method (SLM) Depreciation isprovided based on useful life of the assets as prescribed in Schedule II to the Companies Act 2013

Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and itis probable that an outflow of resources will be required to settle the obligation and a reliable estimate canbe made Provisions are not discounted to their present value and are determined based on the bestestimate required to settle the obligation at the reporting date These estimates are reviewed at eachreporting date and adjusted to reflect the current best estimatesContingent liabilities are disclosed unless the possibility of outflow of resources is remoteContingent assets are neither recognized nor disclosed in the financial statements

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value Animpairment loss is charged to the Profit and Loss Statement in the year in which an asset is identified asimpaired The impairment loss recognized in prior accounting period is reversed if there has been a changein the estimate of recoverable amount

G) ForeignCurrencyTransaction

H) CashFlowStatements

J) Depreciation

K) ProvisionsandContingent liabilities

L) Impairment ofAssets

I) TaxesonIncome

59 HIRA AUTOMOBILES LIMITED

M) EarningsPer Share

N) Segment Reporting

has been made in accordance with the requirement of Accounting Standard (AS) -20 on Earnings PerShare issued by the Institute of Chartered Accountants of India Diluted Earning per share is the same asBasic Earning per share because there is no potential equity shares which would have dilutive effect onearning per shares to equity shareholders

The Company is Authorized Dealer of Maruti Suzuki India Limited (MSIL) and hence is engaged in thebusiness of sale amp service of MSIL vehicles As the basic nature of sale of variants of vehicles is governedby the same set of risk amp returns these have been grouped as single segment as per AccountingStandard(AS-17) on segment reporting issued by the Institute of Chartered Accountants of India

2 Detail in respect of Opening Stock Sales and Closing Stock as follows

3 (a) During the year the company has recognized the following amounts as Defined Contribution Pan in theProfit and Loss Account

i) Employers Contribution to Provident Fund - Rs 5871 Lacsii) Employers Contribution to Employee State Insurance - Rs 1579 Lacs

The calculation of Earnings Per Share (EPS) as disclosed in the Balance Sheet Abstract

(b) During the year the Company has made provision for Gratuity in books asdesigned benefit plan

4 Subsequent to Accounting Standards -22 Accounting for Taxes on Income Issued by the Institute ofCharteredAccountants of India Deferred Tax Expenses of Rs 120557700 for the periods is recognized inthe profit and LossAmount

Calculation of Deferred TaxLiability is as followsWritten down value of Fixed Assets as on 31032016 (As per Company Act) 168178793Written down value of Fixed Assets as on 31032016 (As per Income Tax Act) 114371729bull Timing Difference 53807064bull Tax 3090 16626383bull Deferred Tax Liability as on 31032016 16626383bull Deferred Tax Liability as on 31042015 15420806bull Deferred Tax Liability to be provided for 1205577

5 Legal amp Professional Fees includes Payments to Auditors comprising as follows-i) Statutory Audit fee Rs 10000000ii) Tax audit and Vat audit Fee Rs 5000000

6 Related Party Disclosure in accordance with Accounting Standard-18

Pacific Finlease Pvt LtdRahul Sidhu Enterprises Pvt LtdRSG Studios Pvt Ltd

(a) Enterprises owned or Significantly Influenced by Directors and their Relatives

60 HIRA AUTOMOBILES LIMITED

Particulars Opening Stock Sales Closing StockQty

825VehiclesSpares ampAccessory

Amount(Rs In Lacs)

37213632756

Qty

5627

Amount(Rs In Lacs)2647068260272

Qty

1131

Amount(Rs In Lacs)

38093031155

b)

Pacific Finlease Pvt Ltd

Rahul Sidhu Enterprises Pvt Ltd

RSGStudios Pvt Ltd

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 1915Interest Recovered during the financial year 207

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 14379Interest Recovered during the financial year 035

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 6229Interest Recovered during the financial year 618

7 Calculation of Earning Per Share is as follows Profit after Tax as per Profit amp Loss Account as on 3132016 5630835

For Basic Earning Per share 2753440For Diluted Earning Per Share 2753440

Basic 219Diluted 219

8 Balance confirmation letters have been obtained from some of the parties on test check basis9 Figures of Previous year have been re-grouped and re classified wherever necessary in order to

conform to the current years presentation

As per our report of even date

No of Equity Share (Face value Rs 10- each)

Detail of transaction for the financial year 2015-16

Earning Per Share

61 HIRA AUTOMOBILES LIMITED

Page 9: HIRAAUTOMOBILESLIMITED - bseindia.com · S. Isher Singh Director Mrs. Neha Sidhu Whole time Director Mrs ... Name Rahulinder Singh Sidhu Age 34 Brief Resume Working as Director in

10 HIRA AUTOMOBILES LIMITED

FINANCIAL HIGHLIGHTS

EXTRACTOFANNUALRETURN

MEETINGSOFTHEBOARDOFDIRECTORS

DIRECTORS RESPONSIBILITYSTATEMENT

The Extract of Annual Return as required under section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 in Form MGT-9 is annexed herewith for your kindperusal and information

During the Financial Year 2015-16 the Company held fifteen Board meetings of the Board of Directors as perSection 173 of Companies Act 2013 which is summarized below The provisions of Companies Act 2013 andlisting agreement were adhered to while considering the time gap between two meetings

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors of the Company confirms that-(a) In the preparation of the annual accounts the applicable accounting standards have been followed along

with proper explanation relating to material departures(b) The directors had 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 thecompanyat the end of the financial year and of the profit and loss of the company for that period

(c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the company and for preventingand detecting fraud and other irregularities

(d) The directors have prepared the annual accounts on a going concern basis and(e) The directors have laid down internal financial controls to be followed by the company and that such internal

financial controls are adequate and were operating effectively(f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws

and that such systems were adequate and operating effectively

11

30042015 30052015 31052015 21072015 31072015 15092015

30092015 31102015 02112015 30112015 02012016 02022016

15022016 22022016 10032016

HIRA AUTOMOBILES LIMITED

AUDITORSANDREPORTTHEREON

LOANS GUARANTEESANDINVESTMENTS

RELATEDPARTYTRANSACTIONS

CONSERVATIONOFENERGY TECHNOLOGYABSORPTIONANDFOREIGNEXCHANGEOUTGO

RISKMANAGEMENT

DIRECTORSANDKMP

DEPOSITS

Ms Pankaj Chugh amp Associates Chartered Accountants Patiala was appointed as Statutory Auditors for a

period of three years in the Annual General Meeting held on 30 September 2014 Their continuance of

appointment and payment of remuneration are to be confirmed and approved in the ensuing Annual General

Meeting There are no qualifications or adverse remarks in the Auditors Report which require any clarification

explanation The Notes on financial statements are self-explanatory and needs no further explanation Further

the Auditors Report for the financial year ended 31st March 2016 is annexed herewith for your kind perusal and

information

There were no loans guarantees or investments made by the Company under Section 186 of the Companies

Act 2013 for third party during the year under review and hence the said provision is not applicable

The Company has entered into various Related Parties Transactions as defined under Section 188 of the

Companies Act 2013 with related parties as defined under Section 2 (76) of the said Act Further all the

necessary details of transaction entered with the related parties are attached herewith in Form NoAOC-2 for

your kind perusal and information

The Information pursuant to Section 134(3) (m) pertaining to Conservation of Energy Technology Absorption

and Foreign Exchange Outgo is provided in annexure herewith

The Company has insurance policy for all the assets of the Company and all the insurance policies are renewed

well in advance

During the current financial year the following changes have occurred in the constitution of Board of Directors

and KMP of the company

The company has not accepted or renewed any deposits during the year and there are no unclaimed or unpaid

deposits at the end of the financial year

th

12

SNo Name Designation AppointmentResign Date of cessation1 Ramesh Kumar Director Resigned 31122015

HIRA AUTOMOBILES LIMITED

CORPORATESOCIALRESPONSIBILITY

RATIOOFREMUNERATIONTOEACHDIRECTOR

ANNUALEVALUATION

CORPORATEGOVERNANCE

INDEPENDENTDIRECTORSANDDECLARATION

The company does not meet the criteria of Section 135 of Companies Act 2013 read with the Companies(Corporate Social Responsibility Policy) Rules 2014 so there is no requirement to constitute Corporate SocialResponsibility Committee

The information required pursuant to Section 134(3) and Section 197(12) read with Rule 5 (1) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employees of the Companyand Directors is attached herewith Further information required under Rule 5 (2) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is nil as no employee of the Company isin receipt of remuneration as stated therein

Pursuant to the provisions of the Companies Act 2013 the Board has carried out an annual performanceevaluation of its own performance the directors individually as well as the evaluation of the working of its AuditNomination amp Remuneration Committee A separate exercise was carried out to evaluate the performance ofindividual Directors including the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgment safeguarding the interest of the Company and itsminority shareholders etc The performance evaluation of the Independent Directors was carried out by theentire Board The performance evaluation of the Chairman and the Non Independent Directors was carried outby the Independent Directors who also reviewed the performance of the Secretarial Department

Report on Corporate Governance along with the Certificate of Ms Pankaj Chugh amp Associates CharteredAccountants Patiala Statutory Auditors of the Company confirming compliance of conditions of CorporateGovernance asstipulated in the Listing Agreement with the Stock Exchanges forms part of the Board ReportThe information under Schedule V Part II Section II point IV is asunder

Shri Isher Singh Smt Rajbir Kaur and SmtRupinder Kaur were appointed as independent directors byshareholders on 30 September 2014 as per Section 149(10) of the Companies Act 2013 for a term of 5consecutive years on the Board of the Company The Board of Directors of the Company hereby confirms that allthe Independent directors duly appointed by the Company have given the declaration and they meet the criteriaof independence as provided under section 149(6) of the Companies Act 2013

a) Theremunerationpackageof thedirectorsareasfollows

13

Salary Rs 96000000 Rs 84000000

Bonus 000 000

Stock Options 000 000

Pension 000 000

HIRA AUTOMOBILES LIMITED

NOMINATIONANDREMUNERATIONCOMMITTEE

REMUNERATIONPOLICY

As per the section 178(1) of the Companies Act 2013 the Companys Nomination and Remuneration Committeecomprises of three Non-executive Directors The table sets out the composition of the Committee as on31032016

The date of meetings of committee and attendance of members is given in report on corporate governanceattached with the report

The Terms of Reference of the Nomination and Remuneration Committee are as under1 To identify persons who are qualified to become Directors and who may be appointed in senior management

in accordance with the criteria laid down recommend to the Board their appointment and removal and shallcarry out evaluation of every Directors performance

2 To formulate the criteria for determining qualifications positive attributes and independence of a Directorand recommend to the Board a policy relating to the remuneration for the Directors Key ManagerialPersonnel and other employees

3 The Nomination and Remuneration Committee shall while formulating the policy ensure thata The level and composition of remuneration is reasonable and sufficient to attract retain and motivate

Directors of the quality required to run the Company successfullyb Relationship of remuneration to performance is clear and meets appropriate performance benchmarks

andc Remuneration to Directors Key Managerial Personnel and senior management involves a balance

between fixed and incentive pay reflecting short and long-term performance objectives appropriate to theworking of the company and its goals

4 Regularly review the Human Resource function of the Company5 Discharge such other function(s) or exercise such power(s) as may be delegated to the Committee by the

Board from time to time6 Make reports to the Board as appropriate7 Review and reassess the adequacy of this charter periodically and recommend any proposed changes to

the Board for approval from time to time8 Any other work and policy related and incidental to the objectives of the committee as per provisions of the

Act and rulesmade there under

The remuneration paid to Executive Directors is recommended by the Nomination and RemunerationCommittee and approved by Board in Board meeting subject to the subsequent approval of the shareholders atthe General Meeting and such other authorities as may be required The remuneration is decided afterconsidering various factors such as qualification experience performance responsibilities shouldered industrystandards aswell as financial position of the Company

The Non Executive Directors have not been paid any Sitting Fees during the year

Termsof Reference

`

RemunerationtoExecutiveDirectors

RemunerationtoNonExecutiveDirectors

14

Isher Singh Chairman Independent Non ExecutiveRupinder Kaur Member Independent Non ExecutiveRajbir Kaur Member Independent Non Executive

HIRA AUTOMOBILES LIMITED

AUDITCOMMITTEE

SECRETARIALAUDITREPORT

VIGILMECHANISM

SHARESa BuyBackofSecurities

b Sweat Equity

c BonusShares

d EmployeesStockOptionPlan

ORDEROFCOURT

DETAILSOFADEQUACYOFINTERNALFINANCIALCONTROLS

SHARESINSUSPENSEACCOUNT

According to Section 177 of the Companies Act 2013 the companys Audit Committee comprised of threedirectors The board has accepted the recommendations of the Audit Committee The table sets out thecomposition of the Committee as on 31032016

The date of meetings of committee and attendance of members is given in report on corporate governanceattached with the report

There are certain observations in the Secretarial Audit Report which require corrective actions and the Board hasgiven necessary instructions in this regard Further the Secretarial Audit Report as provided by Mr RavinderKumar Company Secretary in Practice for the financial year ended 31st March 2016 is annexed herewith foryour kind perusal and information

As per Section 177(9) and (10) of the Companies Act 2013 and as per the Clause 49 of the Listing Agreementthe company has established Vigil Mechanism for directors and employees to report genuine concerns andmade provisions for direct access to the chairperson of the Audit Committee Company has formulated thepresent policy for establishing the vigil mechanism Whistle Blower Policy to safeguard the interest of itsstakeholders Directors and employees to freely communicate and address to the Company their genuineconcerns in relation to any illegal or unethical practice being carried out in the Company

The Company has not bought back any of itssecurities during the year under review

The Company has not issued any Sweat Equity Sharesduring the year under review

No Bonus Shares were issued during the year under review

The Company has not provided any Stock Option Scheme to the employees

There is no significant and material order passed by the regulators or courts or Tribunals impacting the goingconcern status and companys operation in future

Internal Financial Controls are adequate and are in consonance with the size and operations of the Company

i Aggregate number of shareholders and the outstanding shares in the suspense account lying at the

15

Isher Singh Chairman Independent Non ExecutiveRupinder Kaur Member Independent Non ExecutiveRajbir Kaur Member Independent Non Executive

HIRA AUTOMOBILES LIMITED

ii Number of shareholders who approached issuer for transfer of shares fromsuspense account during theyear=nil

iii Number of shareholders to whomshareswere transferred fromsuspense account during the year=niliv Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end

of the year=nil

i Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account atthe beginning of the year=nil

ii Number of shareholders who approached the issuer for transfer of shares from the Unclaimed SuspenseAccount during the year=nil

iii Number of shareholders to whom shares were transferred from the Unclaimed Suspense Account during theyear=nil

iv Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account atthe end of the year=nil

The material variations between the projectionsand the actual utilization are not applicable

The Code of Conduct of Hira Automobiles Limited is attached herewith

Management Discussion and Analysis Report is attached herewith

The Company has in place `Prevention of Sexual Harassment Policy` This Anti-Sexual Harassment policyof the Company is in line with the requirements of The Sexual Harassment of Women at the Workplace(Prevention Prohibition amp Redressal) Act 2013 All employees (permanent contractual temporary andtrainees) are covered under this policy An Internal Complaints Committee (ICC) is in place to redresscomplaints received regarding sexual harassment The following is a summary of sexual harassmentcomplaints received and disposed off during the year - No of complaints received Nil -No of complaintsdisposed off NA

Your Directors wish to express their grateful appreciation to the continued co-operation received from theBanks Government Authorities Customers Vendors and Shareholders during the year under review YourDirectors also wish to place on record their deep sense of appreciation for the committed service of theExecutives staff and Workers of the Company

SHARESINUNCLAIMEDSUSPENSEACCOUNT

MATERIALVARIATIONS

CODEOFCONDUCT

MANAGEMENTDISCUSSIONANDANALYSISREPORT

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION PROHIBITION ampREDRESSAL) ACT 2013

ACKNOWLEDGEMENT

16 HIRA AUTOMOBILES LIMITED

17

FORM NO MGT-9

i CIN L50101CH1989PLC009500

ii Registration Date 06071989

iii Name of the Company Hira Automobiles Limited

iv CategorySub-Category of the Company Indian Non Government Company

v Address of the Registered office and contact details 0598 Sector 18-B Chandigarh 160018Tele - 0175-2209100101102

vi Whether listed company Yes

vii Name Address and Contact details of Registrarand Transfer Agent If any

Ms Beetal Financial amp Computer ServicesPrivate LimitedBeetal House 3rd Floor99 Madangir BehindLocal Shopping Center Near Data HarsukhdasMandir New Delhi-110062 Ph 011-2996128182FAX011-29961284

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 or more of the total turnover of the company shall be stated-

1 Selling of Cars spare parts accessories etc 100NA

III PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

1 NIL NIL NIL NIL NIL

[Pursuant to section 92(3) of theCompanies Act 2013 and rule12(1) of the Companies (Mangementand Administration) Rules 2014]

I REGISTRATION AND OTHERS DETAILS

HIRA AUTOMOBILES LIMITED

18

Demat Physical Total of TotalShares

Demat Physical Total ofTotal

Shares

1) IndianIndividualHUF

2635700 2635700 9572 2635700 2635700 9572

CentralGovtState

Govt(s)Bodies CorpBanks FIAny Other

2635700 2635700 9572 2635700 2635700 9572

NRIs-IndividualsOther-

IndividualsBodies CorpBanks FIAnyOtherhellip

PublicShareholding

MutualFundsBanks FI

i Category-Wise Share Holding

Sub-Total)A)(2)

Central Govt

iv Shareholding Pattern (Equity Share Capital Breakup as percentage of Total Equity)

a) State Govt(s)b)Venture Capital

Funds

c) InsuranceCompanies

HIRA AUTOMOBILES LIMITED

19

d)FIIse)Foreign Venture

Capital Fundsf) Others (specify)

Sub-total(B)(1)

2 Non Institutionsa) Bodies Corp

(i) Indian

(ii) Overseas

500 500 002 500 500 002

(ii) Individual

(i) Individualshareholders

holding nominalshare capital uptoRs 2 lakh

116740 116740 424 116740 116740 424

shareholdersholding nominalshare capital inexcess of Rs 1lakh

c) Others(Specify)-NRI

500 500 002 500 002

Sub-total(B)(2) 117740 117740 428 117740 428TotalPublicShareholding(B)=(B)(1)+(B)(2)

117740 117740 428 117740 428

CShares heldby

CustodianforGDRsampADRsGrandTotal

(A+B+C) 2753440 2753440 100

500

117740

117740

2753440 2753440 100

b) Individuals

HIRA AUTOMOBILES LIMITED

20

Sr

No

Shareholderrsquos

Name

Shareholding at the beginning of the

year

Shareholding at the end of the year

No ofShares

of totalShares ofthecompany

of SharesPledged encumberedto totalshares

No ofShares

1 Rajinder KaurBhattal

826000 3000 000 826000

2 Kuldeep SinghBhattal

272100 988 000 272100

3 RahulinderSingh Sidhu

270000 981 000 270000

4 Simran Bajwa 265000 962 000 2650005 D S Sangha 51600 187 000 516006 Preet Sangha 25400 092 000 254007 Vikram Bajwa 24700 090 000 247008 Manjeet Kaur

Sangha862900 3134 000 862900

9 AmandeepSingh Sangha

21600 078 000 21600

10 Karamjit Singh 15400 056 000 1540011 Neha Sidhu 1000 004 000 1000

of totalShares ofthecompany

of SharesPledged encumberedto totalshares

change inshareholdingduring theyear

3000 000 000

988 000 000

981 000 000

962 000 000187 000 000092 000 000090 000 0003134 000 000

078 000 000

056 000 000004 000 000

No of shares No of shares of total sharesof the company

At the beginning of the year NIL NIL NIL NIL

At the End of the year

ii Shareholding of Promoters

iii Change in Promoters Shareholding (please specify if there is no change)

of total sharesof the company

NIL NIL NIL NIL

NIL NIL NIL NIL

Date wise Increase Decreasein Promoters Share holdingduring the year specifying thereasons for increasedecrease (eg allotmenttransfer bonus sweat equityetc)

HIRA AUTOMOBILES LIMITED

21

Indebtedness at thebeginning of the financialyeari) Principal Amountii) Interest due but not paidiii) Interest accrued but not

142138000 8157035200 8299173200

Total(i+ii+iii) 142138000 8157035200 8299173200Change in Indebtednessduring the financial year- Addition- Reduction (142138000)

2761646100(142138000)

Net Change (142138000) 2761646100 2619508100

Indebtedness at theend of the financial yeari) Principal Amountii) Interest due but not paidiii) Interest accrued but notdue

- 10918681300 10918681300

Total (i+ii+iii) - 10918681300 10918681300

iii INDEBTEDNESSIndebtedness of the Company including interest outstandingaccrued but not due for payment

2761646100

HIRA AUTOMOBILES LIMITED

22

Stock Option 000 000 000

Sweat Equity 000 000 000

Commission- as of profit- others specify

000 000 000

Others please specify 000 000 000

Total(A) 84000000 96000000 180000000

Ceiling as per the Act

REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A Remuneration to Managing Director Whole-Time Directors andor Manager

NEHA SIDHU RAHULINDERSINGH SIDHU

(b)Value of perquisites us17(2) Income-tax Act1961

( )17 3 Income- taxAct1961 000 000

Gross salary(a)Salary as per provisions contained

1961

84000000 96000000 180000000

(c)Profits inlieu of salary under section

000

000

000 000

in section17(1) of the Income-tax Act

HIRA AUTOMOBILES LIMITED

23

Independent DirectorsmiddotFee for attending board committee meetings

middotCommission

middotOthers please specify

NIL NIL NIL NIL NIL

Total(1) NIL NIL NIL NIL NILOther Non-Executive Directors

middotFee for attending board committee meetingsmiddotCommissionmiddotOthers please specify

NIL NIL NIL NIL NIL

Total(2) NIL NIL NIL NIL NIL

Total(B)=(1+2) NIL NIL NIL NIL NIL

Total Managerial Remuneration NIL NIL NIL NIL NIL

Over all Ceiling as per the Act NIL NIL NIL NIL NIL

CEO Company CFO TotalSecretary

Gross salary(a)Salary as per provisionscontained in section17(1)of

the Income tax Act 1961

000 000 285487 285487

000 000 000 000

Sweat Equity 000 000 000 000

- (b)Value of perquisites us

17(2)Income-taxAct1961

000

000

000

000

000

000

000

000

Commission- as of profit-others specifyhellip

000 000 000 000

Others please specify 000 000 000 000

Total 000 000 285487 285487

C Remuneration to Key Managerial Personal Other Than MDManagerWTD

(C)Profits inlieu of salary undersection 17(3) Income-taxAct 1961

Sweat EquityStock Option

IV PENALTIESPUNISHMENTCOMPOUNDINGOFOFFENCES--------------------------------------------NIL---------------------------------------

HIRA AUTOMOBILES LIMITED

B Remuneration to other directors

24

Parti culars Details

A Name(s) of the related party and nature of relationship Rahul Sidhu Enterprises Pvt Ltd

B Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not SpecifiedD Salient terms of the contracts or arrangements or transactions

including the value if anyAt bank rate of Interest

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the Board 30042015G Amount paid as advances if any 226620-

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

2 Details of contracts or arrangements or transactions not at arms length basis

Par t i cul ars Details

A Name(s) of the related party and nature of relationship RSG Studios Pvt Ltd

B Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not Specified

D Salient terms of the contracts or arrangements or transactionsincluding the value if any

At bank rate of Interest

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the Board 30042015

G Amount paid as advances if any 971927-

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

HIRA AUTOMOBILES LIMITED

NA

NA

CONSERVATIONOFENERGY TECHNOLOGYABSORPTIONANDFOREIGNEXCHANGEOUTGO

(A) Conservationof energy

(B) Technologyabsorption

(C) ForeignexchangeearningsandOutgo

Steps taken impact on conservation of energy with special reference to the following(i) Steps taken by the company for utilizing alternate sources of energy including waste generated - NIL(ii) Capital investment on energy conservation equipment - NIL

1 Efforts in brief made towards technology absorption - NIL2 Benefits derived as a result of the above efforts eg product improvement cost reduction product

development import substitution etc - NIL3 In case of imported technology (imported during the last 3 years reckoned from the beginning of the

financial year) following information may be furnished(a) Details of technology imported - NIL(b) Year of import - NIL(c) Whether the technologybeen fully absorbed- NIL(d) If not fully absorbed areaswhere absorption hasnot taken place and the reasons therefore- NIL

4 Expenditure incurred on Research and Development

25

Earnings NIL

Outgo NIL

including the value if any

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the BoardG Amount paid as advances if any Nil

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

A Name(s) of the related party and nature of relationship Pacific Finlease Pvt LtdB Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not Specified

D Salient terms of the contracts or arrangements or transactions At bank rate of Interest

NA

HIRA AUTOMOBILES LIMITED

26

RATIOOF REMUNERATION

(i) the ratio of the remuneration of each director to the median remun--eration of the employees of the company for the financial year

4701

(ii) the percentage increase in remuneration of each director Chief FinancialOfficer Chief Executive Officer Company Secretary or Manager if anyin the financial year

Nil

(iii) the percentage increase in the median remuneration of employees inthe financial year

Nil

(iv) the number of permanent employees on the rolls of company 866(v) the explanation on the relationship between average increase inremuneration and company performance

NA

(vi) comparison of the remuneration of the Key Managerial Personnelagainst the performance of the company

As per individual performance

Nil

(viii) average percentile increase already made in the salaries of employeesother than the managerial personnel in the last financial year and itscomparison with the percentile increase in the managerial remunerationand justification thereof and point out if there are any exceptionalcircumstances for increase in the managerial remuneration

Nil

(ix) comparison of the each remuneration of the Key Managerial Personnelagainst the performance of the company

As per individual performance

(x) the key parameters for any variable component of remuneraavailed by the directors

tion Nil

(xi) the ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess ofthe highest paid director during the year

Nil

(xii) Affirmation that the remuneration is as per the remuneration policyof the company

Yes

Vii) Variations in the capitalisation of the company price earningsratio as at the closing date of the current financial year and previousfinancial year and percentage increase over in the marketquotations of the shares of the company in comparison to the rate atwhich the company came out with last public offer incase of listecompanies and in case of unlisted companies the variations in the networth of the company as at the close of the current financial year andprevious financial year

HIRA AUTOMOBILES LIMITED

27 HIRA AUTOMOBILES LIMITED

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee StockPurchase Scheme) Guidelines 1999

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)

Regulations 1993 regarding the Companies Act and dealing with client(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009 and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998

(vi) Factories Act 1948 The Punjab Shops and Commercial Establishments Act 1958 The Payment of WagesAct 1936 The Minimum Wages Act 1948 Employees State Insurance Act 1948 The EmployeesProvident Fund amp Miscellaneous Provisions Act 1952 Payment of Bonus Act 1965 The Payment ofGratuity Act 1972 The Industrial Employment (Standing Orders) Act 1946 The Employment Exchange(Compulsory Notification of Vacancies) Act 1956 The Environment (Protection) Act 1986 The HazardousWastes (Management Handling amp Trans boundary Movement) Rules 2008 The Water (Prevention ampControl of Pollution) Act 1974 The Air (Prevention amp Control of Pollution) Act 1981 and The Punjab LabourWelfare Fund Act 1965

I have also examined compliance with the applicable clauses of the following

(i) Secretarial Standards issued by The Institute of Company Secretaries of India(ii) The Listing Agreement entered into by the Companywith BSE Limited

During the period under review the Company has complied with the provisions of the Act RulesRegulations Guidelines Standards etc mentioned above except to the extent as mentioned below

1 That Company has not complied with Regulation 38 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 relating to maintaining of minimum publicshareholding by a listed Company

2 That Company Secretary of the Company has resigned and new Company Secretary is to be appointed asrequired under Section 203 of The Companies Act 2013

3 That Company has not deducted and deposited labour welfare fund as required under The Punjab LabourWelfare Fund Act 1965

4 That Statutory bonus as required under Payment of Bonus Act 1965 has not been paid by the Companyduring the year

5 That there are related party transactions which are not in ordinary course of business and which are not atarms length basis

6 That there is carry forward of loans given to parties which are covered under section 185 of the CompaniesAct 2013

7 That the Company has 14 locations and some locations need to get registration under The Punjab Shopsand Commercial Establishments Act 1958 and some locations require factory license under Factories Act1948 whereas some locations require consent authorization for operation of a facility under pollution lawsand The Hazardous Wastes (Management Handling amp Trans boundary Movement) Rules 2008

8 That the periodical returns required to be filed under The Employment Exchange (Compulsory Notificationof Vacancies) Act 1956 has not been filed and are pending

I further report thatThe Board of Directors of the Company is duly constituted with proper balance of Executive Directors NonExecutive Directors and Independent Directors The changes in the composition of the Board of Directors thattook place during the period under review were carried out in compliance with the provisions of the Act

-

28 HIRA AUTOMOBILES LIMITED

Adequate notice is given to all directors to schedule the Board Meetings agenda and detailed notes on agendawere sent at least seven days in advance and a system exists for seeking and obtaining further information andclarifications on the agenda items before the meeting and for meaningful participation at the meeting

Majority decision is carried through while the dissenting members views are captured and recorded as part ofthe minutes

I further report that there are adequate systems and processes in the company commensurate with the size andoperations of the company to monitor and ensure compliance with applicable laws rules regulations andguidelines

This report is to be read with our letter of even date which is annexed as and forms an integralpart of this report

29 HIRA AUTOMOBILES LIMITED

30 HIRA AUTOMOBILES LIMITED

HIRA AUTOMOBILES LIMITEDCODEOF CONDUCT

PERSONTOWHOMTHECODEISAPPLICABLE

( ) GENERALSTANDARDOFCONDUCT

( ) APPLICABLELAWS

( ) CONFLICTOFINTEREST

( ) PROTECTINGCONFIDENTIALINFORMATION

This code is applicable to the following persons (hereinafter referred to as Officers of the company)-All the Board Members-The entire Core group Members of the Companyand heads of the department

1 Officers are expected to exercise good judgment to ensure the safety and welfare of employees consumerscustomers suppliers shareholders lenders and other stakeholders and to maintain a co-operativeefficient positive harmonious and productive work environment practice integrity in inter-personalrelationships work on the principal of mutual trust transparencyand teamwork

2 Officers are expected to acquire and maintain professional competence3 Officers are expected to observe discipline and conduct themselves both on and off-duty in a manner to

uphold the high image of the company4 Officers are expected to assist the company in identifying controlling mitigating and managing business

risks within the companys risk management policy framework5 Officers are expected to assist the company in providing to its employees a work environment free of

harassment and free of discrimination based on race religion creed color physical or mental disability agesex etc

6 Officers should not engage in selling or distribution or be in possession of or use narcoticspsychotropicdrugs or be under influence of alcohol while on duty

7 As Officers represent the Company before the public and various authorities they are expected to dressneatly and appropriately in a manner consistent with the nature of their work and the image of the company

8 Officers should not claim from the company unauthorized personal expenses9 Customersupplierinvestor Relationships- Officers who need to deal with customers suppliers and investors

should understand that they are dealing and therefore should uphold the image and goodwill generated andbuilt-up by the Companyover the year

Officers must acquire adequate Knowledge of all the applicable laws rules regulations order and notificationsunder regulatory framework as applicable to their functions and duties and should follow and comply with thesame and avoid violation breach or infringement thereof

Officers of the Company will avoid conflict of interest Conflict of interest is said to exit when personal interest mayhave a potential conflict with the interest of the company at large Where any transaction involves conflict ofinterest prior approval of the Managing Directors Executive Director and in case of a Director of the Boardshould be obtained

The Companys confidential information is a vita and asset It may relate to product product formula processproduct plans and road maps cost and financial information information as to customers suppliers dealers andemployees business arrangements and agreements as well as to patents trademarks copyrights and tradesecrets For the purpose of this Code confidential information would also include the information obtained by theCompany from a third party under a Non Disclosure Agreement Such confidential information should beprotected and safeguarded against unauthorized personal use and should not be disclosed to any one expect (i)with prior authorization (ii) in the ordinary course of carrying on the business of the Company In the course ofconducting the Companys Business Officers may come in possession of confidential information about itsemployees customers suppliers etc Officers should handle the same with utmost responsibility and prevent itsmisuse

I

II

III

IV

31 HIRA AUTOMOBILES LIMITED

( ) PREVENTIONOFINSIDERTRADING

( ) COMPANYSASSETS

( ) NONCOMPLIANCE

( ) ANYAMENDMENTSORMODIFICATIONTOTHECODEOFCONDUCT

( )ACKNOWLEDGEMENTOFRECEIPTOFCODEOFCONDUCTANDETHICS

1 COMPANY PHILOSOPHY ONCODEOF GOVERNANCE

2 BOARDOF DIRECTORS

V

VI

VII

VIII

IX

Officers are privy to price sensitive inside information and should not use it to make personal gains TheCompany has framed Code of Conduct for prevention of insider trading in the Securities of the CompanyOfficers should follow the same in letter and spirit

Protecting and safeguarding the Companys assets and properties and preventing their unauthorized usepersonal use is one of the key and prime responsibility of Officers Officers are personally responsible of theCompanys funds under their control Officers should use electronic communication facilities like e-mail Internetetc in a legal ethical and appropriate manner and not expose the Company to liability resulting from the illegalunauthorized or unethical use thereof

In case of non-compliance of any of the provisions of this Code of conduct the same shall be reported to theChairman of the Board of Directors of the Company

This Code of Conduct is subject to modification The Board of Directors has the requisite power and the authorityto update and amend the Code of Conduct from time to time

I have received and read the Companys Code of Conduct and Ethics and have understood the standards andpolicies contained therein I agree to comply with the Companys Code of Conduct and Ethics I hereby affirm tothe Company compliance with the Code Conduct and Ethics on an annual basis and also undertake to renewsuch affirmation in the first weekof April every year

Pursuant to Regulation 34 read with Schedule V to the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 a Report on Corporate Governance is givenbelow

The report on Corporate Governance is requirement under Listing Agreement entered into with stockExchange and forms part of the report of the Board of Directors to the shareholders of the Company Thisreport gives an insight into the organizational structure of the Company The vision of the company is to be afinancially sound profitable growth oriented company committed to building and maximizing sustainablevalue for all the shareholders In its endeavor to attain the goal visualized the company is laying maximumemphasis on the effective system of Corporate Governance

(a) CompositionThe present strength of Board of Directors of the Company is five comprising of two Promoter Directors and threeIndependent Directors having diversified professional experience Out of total strength of five Directors two areexecutive and three are Non-Executive The composition of Board of Directors as on 31 March 2016 is asunder

REPORT OF THEBOARDOFDIRECTORS ONCORPORATEGOVERNANCE

st

32 HIRA AUTOMOBILES LIMITED

SN Name DIN Designation Nature of Directorship

1 Rahul Inder SinghSidhu

00447452Chairman and ManagingDirector

Promoter Executive

2 Neha Sidhu 00460875 Whole-time director Promoter Executive

3 Isher Singh 02990779 Director Independent Non Executive4 Rajbir Kaur 06397998 Director Independent Non Executive

5 Rupinder Kaur 06403845 Director Independent Non Executive

6 Ramesh Kumar 00126036 Director Independent Non Executive

Sh Ramesh Kumar has resigned on 31122015 from the office of Director(b) Attendance of each Director at the Board Meetings held during the year 2015-16 and last Annual General

Meeting and number of other Boards or Board Committees in which heshe is a member is as under-

The detail of number of shares and convertible instruments held by non ndash executive directors is given asbelow

Shri Rahulinder Singh Sidhu Managing Director of the Company and Smt Neha Sidhu Whole Time Director on theBoard of Directors are related to each other as husband and wife

(c) During the year fifteen meetings of the Board ofDirectors were held on the following dates-

The familiarization programme imparted to independent directors is disclosed on weblinkof the Company

wwwhiraautomobilescom

33

30042015 30052015 31052015 21072015 31072015 15092015

30092015 31102015 02112015 30112015 02012016 0202201615022016 22022016 10032016

SN Name of non ndash executive Director No of Equity Shares Held No of convertibleinstruments Held

1 Rajbir Kaur Nil NA

2 Rupinder Kaur Nil NA3 Isher Singh Nil NA

Total Nil NA

SN

Name of Director No of BoardMeeting attended

No of otherDirectorship

Membershipin other

Committees

Attendance atlast AGM

1 Rahulinder Singh Sidhu 15 4 - Yes

2 Neha Sidhu 12 4 - Yes

3 Isher Singh 12 - 3 -

4 Rajbir Kaur 6 - 3 -

5 Rupinder Kaur 6 - 3 -

6 Ramesh Kumar 1 4 - -

HIRA AUTOMOBILES LIMITED

34

3 AUDITCOMMITTEE

4NOMINATIONANDREMUNERATIONCOMMITTEE

Remunerationpolicy

The terms of reference of the audit committee include all the matters as provided under Section 177 (4) of TheCompanies Act 2013 and the rules made there under and SEBI (LODR) Regulations 2015

As on 31 March 2016 In compliance with the provisions of Section 177(2) of the Companies Act 2013 AuditCommittee comprises of three Non-Executive Independent Directors five meetings of Audit Committee wereheld during the year under consideration on following dates

The details of members of the audit committee and their attendance is as under-

The terms of reference of Nomination and Remuneration Committee covers all the matters provided under theCompanies Act 2013 and the rules made there under and SEBI (LODR) Regulations 2015

As on 31 March 2016 in compliance with the provisions of Section 178(1) of the Companies Act 2013Nomination and Remuneration Committee comprises of three Non-Executive Independent Directors Twomeetings of Nomination and Remuneration Committee were held during the year under consideration on 30May 2015 and 10 March 2016The details of members of the audit committee and their attendance is as under-

Remuneration policy ensures that the level and composition of remuneration is reasonable and sufficient toattract retain and motivate directors of the quality required to run the company successfully and that relationshipof remuneration to performance is clear and meets appropriate performance benchmarks and that remunerationto directors key managerial personnel and senior management involves a balance between fixed and incentivepay reflecting short and long-term performance objectives appropriate to the working of the company and itsgoals

CompositionandMeetings

CompositionandMeetings

st

st

th

th

30052015 31072015 31102015 15022016 28032016

Name of Directors Position held in theCommittee

Category MEETINGSHeld Attended

Isher Singh Chairman Independent NonExecutive

Five Five

Rupinder Kaur Member Independent NonExecutive

Three Three

Rajbir Kaur Member Independent NonExecutive

Three Three

Name of Directors Position held in theCommittee

Category MEETINGS

Held Attended

Isher Singh Chairman Independent NonExecutive

Two Two

Rupinder Kaur Member Independent Non

Executive

Two Two

Rajbir Kaur Member Independent NonExecutive

Two Two

HIRA AUTOMOBILES LIMITED

35

5 REMUNERATIONOFDIRECTORS

6 STAKEHOLDERS GRIEVANCECOMMITTEE

7 GENERALBODYMEETINGS

There is no pecuniary relationship or transaction of the company with its independent directors other thanpayment of sitting fee to them for attending Board and Committee meetings Following Executive Directors werepaid as per detail given below

and no commission on profits is paid to any of the Directors No stock option has been given to any of theDirectors including Executive Directors

As on 31 March 2016 in compliance with the requirement of Section 178(5) of The Companies Act 2013Stakeholder Relationship Committee comprises of three Non-Executive Independent Directors to consider andresolve the grievances of security holders of the companyper detail given below

Sh Rahul Inder Singh Sidhu Managing Director has been appointed as Compliance officer for the purpose ofcomplying with various provisions of the Guidelines Regulations issued by Securities and Exchange Board ofIndia Listing Agreement with Stock Exchanges

The Company has not received any complaint during the year from the shareholders and there is no pendingcomplaint with the Company

(i) Location and time where last three Annual General Meetings were held is given below-

(i) Compositionst

(ii) ComplianceOfficer

(iii) Complaints

SN

NAME OFDIRECTOR

DESIGNATION SALARY Rs BENEFITS BONUS STOCKOPTIONS

PENSION

1 RahulinderSingh Sidhu

ManagingDirector

960000- - - - -

2 Neha Sidhu Whole TimeDirector

840000- - - - -

Name Category Designation

Isher Singh Independent Non Executive Chairman

Rupinder Kaur Independent Non Executive Member

Rajbir Kaur Independent Non Executive Member

Financial Year Date Time Venue

2012-13 30092013 1100 A M 20 Sector 8A Chandigarh 1100022013-14 30092014 500 PM 20 Sector 8A Chandigarh 110002

2014-15 30092015 500 PM 20 Sector 8A Chandigarh 110002

HIRA AUTOMOBILES LIMITED

36

(ii) Following Special Resolutions were passed in the previous 3 Annual General Meeting

(iii) No special resolution has been passed last year through postal ballot and no special resolution isproposed to be conducted through postal ballot

Quarterly results are normally published in the newspapers and also sent to BSE Limited Physical copy ofannual report which inter alia includes the Directors Report Corporate governance report Audited AccountsCash Flow Statements etc was sent to shareholders by post and also to BSE Limited The quarterly results andannual report isalso available on companys website at under investors section

Date 30092016 Time 0500 PM Day Friday and Venue Registered Office of the Company at 0598 Sector18B Chandigarh 160018

The companys Financial Year starts from 1 April every year and conclude on 31 March next year

The Register of Members and the Share Transfer Books of the Company shall remain closed from 29 day ofSeptember 2016 to 30 day of September 2016 (both days inclusive)

No dividend has been recommended by the Board this year and therefore information under this sub clause is nil

The shares of the Company are listed at BSE Limited only as other regional stock exchanges viz Delhi StockExchange Association Limited Ludhiana Stock Exchange Association Limited and Ahmedabad StockExchange Limited had been de-recoganised in the process of de-recoganition by Securities and ExchangeBoard of India The Company haspaid listing fee to BSE Limited

The Stock Code of the Company on BSE Limited is 531743

There was no trading of shares of the Company and no market price data is available Further Securities of theCompany were not suspended from trading by BSE Limited during last year

The Company has appointed Ms Beetal Financial amp Computer Services Private Ltd New Delhi as CommonAgency (RTA) for Share Transfer work in both modes physical as well as electronically Detail of RTA is as underMs Beetal Financial amp Computer Services Private LimitedBeetal House 3 Floor99 Madangir Behind Local Shopping Center Near Data Harsukhdas MandirNewDelhi- 110062 Ph 011-2996128182 Fax 011-29961284

The companys shares in dematerialized form transferable through depository system and Shares in physicalform are processed by Ms Beetal Financial amp Computer Services Private Limited The Board has authorised ShRahulinder Singh Sidhu Managing Director of the company to approve share transfers and matter relatedtherewith

8 MEANSOFCOMMUNICATION

9 GENERALSHAREHOLDERINFORMATIONAnnual General Meeting

Financial Year

BookClosure

Dividend

Listing

StockCode

StockMarket Data

Registrar andShareTransfer Agents

ShareTransfer System

wwwhiraautomobilescom

st st

th

th

rd

30092013 Nil

30092014 1 Approval for Borrowing Money in excess of the aggregate of the paid up share capital andfree reserves of the Company 2 Amendments in Articles of Association

30092015 Nil

HIRA AUTOMOBILES LIMITED

37

ReconciliationofShareCapital Audit

Distribution of shareholding

Dematerializationof sharesandliquidity

GDRsADRs

Mr Ravinder Kumar Practising Company Secretary carries out the Reconciliation of Share Capital Audit asmandated by SEBI and reports on the reconciliation of total issued and listed Capital with that of total sharecapital admitted held in dematerialized form with NSDL and CDSL and those held in physical form This audit iscarried out on quarterly basis and the report thereof is submitted to the Stock Exchanges

Detail of distribution of share holding of equity share of the Company by size and ownership class as on31032016 is given as under

The Shares of the company have not been traded on stock exchange during the period under review TheCompany has not been allotted ISIN and number of shares held in dematerialized formis nil

The Company has not issued any GDRsADRsWarrants or any Convertible instruments

UP TO 5000 129 6293 38840 38840000 14106

5001 TO 10000 49 2390 44500 44500000 16162

10001 TO 20000 7 341 10000 10000000 0363220001 TO 30000 4 195 9000 9000000 03269

30001 TO 40000 2 098 6800 6800000 02470

40001 TO 50000 1 049 4400 4400000 01598

50001 TO 100000 1 049 5200 5200000 01889

100001 AND ABOVE 10 585 2634700 2634700000 956876

Indian Promoter-IndividualHUF 11 2635700 9572

Non Resident Individual 1 500 002

Bodies Corporate 1 500 002

Resident Individuals-HUF 190 116740 424

HIRA AUTOMOBILES LIMITED

38

Plant ShowroomLocationsShowroom Locations

Address for correspondence

Related Party Transactions

Compliance

Vigil Mechanism

WhistleBlower Policy

Mandatory Requirements

1 Hira Automobiles Limited Rajbaha Road Patiala Ph No 0175-22091002 Hira Automobiles Limited Malout Road Muktsar Ph No 01633-2620203 Hira Automobiles Limited Village Bhadak Rajpura Ph No 01762-2448814 Hira Automobiles Limited Radha Swami Satsang Road Nabha PhNo 01765-5059595 Hira Automobiles Limited Muktsar Road Malout Ph No01637-2637246 Hira Automobiles Limited Patiala Pehowa Road DevigarhPh No0175-26311527 Hira Automobiles Limited Bathinda Malout Road Gidderbaha8 Hira Automobiles Limited Nabha Road Bhadson9 Hira Automobiles Limited Cheeka road Samana

10 Hira Automobiles Limited Malout Road Killianwali

Following is the address for correspondenceRegistered Office ndash Hira Automobiles Limited 0598 Sector 18-B Chandigarh 160018

There are no materially significant related party transactions that may have potential conflict with the interests ofcompany at large There were transactions with related parties at market price at arms length basis which aredisclosed in Form AOC ndash 2 attached herewith The policy on dealing with related party transactions is availableon web link of the Company

The Company has complied with all the provisions of listing agreement and that no penalties and or strictureshas been imposed on the company by Stock Exchange or SEBI or any statutory authority on any matter relatedto capital markets during the last three years

Detail of Vigil Mechanismis provided in the same heading in Directors Report

Company has formulated the Whistle Blower Policy to safeguard the interest of its stakeholders Directors andemployees to freely communicate and address to the Company their genuine concerns in relation to any illegalor unethical practice being carried out in the Company and that no personnel has been denied access to the auditcommittee

The Company has complied with all the mandatory requirements as stipulated in SEBI (Listing and DisclosureRequirements) Regulations 2015

10 OTHERDISCLOSURES

wwwhiraautomobilescom

HIRA AUTOMOBILES LIMITED

39

MANAGEMENTDISCUSSIONANDANALYSIS REPORT

1 Industrystructureanddevelopment

2 Opportunitiesandthreats

3 Segmentwiseor product wiseperformance

4 Outlook

5 Risksandconcern

6 Internal control systemsandtheir adequacy

HIRA AUTOMOBILES LIMITED

40

7 Discussiononfinancial performancewithrespect tooperational performanceDue to overall recessionary economy and internal competition with the new dealer there has been minoradverse impact on the financial stability of the company with respect to operational performance as the workingcapital limits of the company has increased substantially where as there is no growth in sales In comparison tominor growth in operational performance Profitability of the company has been decreasing during the yearinspite of higher burden of interest expenditure salary and wages and other admistrative expenses

8 HumanRecourses

9 Management of theCompany

Human Resource is considered to be the most prized assetof the company by the management Hence the work-forceis being looked after well and ensured that they remain motivated The 360 degree appraisal system ensures theirsatisfaction and brings out their concerns and bikerings which are addressed by the management immediately Thisimproves the employee-management relationship and makes themwork for the better future of the company

As Company has a large network of branches spread over 14 locations in two district of Patiala and Muktsar eachlocation is being managed by a rich experienced deemed CEO who is also known deemed key managerial personnelAll the branches key Managerial Personnel are reporting directly to CMD sitting at Patiala corporate office of thecompany

HIRA AUTOMOBILES LIMITED

41

COMPLIANCECERTIFICATEBYCHIEFEXECUTIVEOFFICERANDCHIEFFINANCIALOFFICER

We Rahulinder Singh Sidhu Managing Director and Sandeep Rana Chief Financial Officer of the Companyhereby certify thatA We have reviewed financial statements and the cash flow for the year ended 31 March 2016 and that to thebest of our knowledge and belief(1) These statements do not contain any materially untrue statement or omit any material fact or containstatements that might be misleading(2) These statements together present a true and fair view of the company affairs and are in compliance withexisting accounting standards applicable laws and regulationsB There are to the best of our knowledge and belief no transactions entered into by the Company during theyear that are fraudulent illegal or volatile to the companyscode of conductC We accept responsibility for establishing and maintaining internal controls for financial Reporting and that wehave evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting andwe have disclosed to the auditors and the audit committee deficiencies in the design or operation of such internalcontrols if any of which they are aware and the steps they have taken or propose to take to rectify thesedeficienciesD We have indicated to the auditorsand the Audit committee(1) Significant changes in internal control over financial reporting during the year(2) Significant changes in accounting policies during the year and that the same have been disclosed in thenotes to the financial statements and(3) There were no instances of fraud of which they have become aware and the involvement therein of themanagement or an employee having a significant role in the companys internal control system over financialreporting

I Rahulinder Singh Sidhu Managing Director of the Company hereby declare that all Board Members andSenior Management Personnel have affirmed compliance with the code of conduct for the Directors and SeniorManagement Personnel as approved by the Board for the Financial Year ended 31 March 2016

For

st

st

HIRA AUTOMOBILES LIMITED

42

AUDITORS CERTIFICATEONCORPORATEGOVERNANCE

The Board of DirectorsHira Automobiles LimitedChandigarh

We have examined the compliance of conditions of Corporate Governance by Hira Automobiles Limited for thefinancial year ended March 31 2016 as stipulated in the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015

The compliance of conditions of Corporate Governance is the responsibility of the management Ourexamination was limited to procedures and implementation thereof adopted by the company for ensuring thecompliance of the conditions of the Corporate Governance It is neither an audit nor an expression of opinion onthe financial statements of the company

In our opinion and to the best of our information and according to the explanations given to us we certify that thecompany has complied with the conditions of Corporate Governance as stipulated in the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015

We further state that such compliance is neither an assurance as to the future viability of the company nor theefficiency of effectiveness with which the management has conducted the affairs of the company

HIRA AUTOMOBILES LIMITED

43 HIRA AUTOMOBILES LIMITED

4

5

OPINION

REPORTONOTHERLEGALANDREGULATORYREQUIREMENTS

44 HIRA AUTOMOBILES LIMITED

Annexureldquo Ardquoto the Independent Auditors Report on the Standalone Financial Statements of Hira Automobiles Limited(Referred to in paragraph 1 (f) under Report on Other Legal and Regulatory Requirements of our report of evendate)

REPORT ON THE INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING UNDER CLAUSE (i)OF SUBSECTION3 OF SECTION 143 OF THE COMPANIES ACT 2013 (ldquoTHE ACTrdquo)

We have audited the internal financial controls over financial reporting of hira automobiles LIMITED (ldquotheCompanyrdquo) as of March 31 2016 in conjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

The Companys management is responsible for establishing and maintaining internal financial controlsbased onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the ldquoGuidance Noterdquo) issued by the Institute of Chartered Accountants of India These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherence to Companyspolicies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financial information as requiredunder the Companies Act 2013

Our responsibility is to express an opinion on the Companys internal financial controls over financial reportingbased on our audit We conducted our audit in accordance with the Guidance Note and the Standards onAuditing prescribed under Section 143(10) of the Companies Act 2013 to the extent applicable to an audit ofinternal financial controls Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if such controls operatedeffectively in all material respects Our audit involves performing procedures to obtain audit evidence about theadequacy of the internal financial controls system over financial reporting and their operating effectiveness Ouraudit of internal financial controls over financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditors judgement including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internalfinancial controlssystem over financial reporting

MANAGEMENTSRESPONSIBILITYFORINTERNALFINANCIALCONTROLS

AUDITORS RESPONSIBILITY

45 HIRA AUTOMOBILES LIMITED

MEANINGOFINTERNALFINANCIALCONTROLSOVERFINANCIALREPORTING

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVERFINANCIAL REPORTING

OPINION

A companys internal financial control over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles A companys internal financial controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of thecompany (2) provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and that receipts andpayments of the company are being made only in accordance with authorisation of management and directors ofthe company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the companys assets that could have a material effect on the financialstatements

Because of the inherent limitations of internal financial controls over financial reporting including thepossibility of collusion or improper management override of controls material misstatements due to error orfraud may occur and not be detected Also projections of any evaluation of the internal financial controlsover financial reporting to future periods are subject to the risk that the internal financial control over financialreporting may become inadequate because of changes in conditions or that the degree of compliance withthe policies or procedures may deteriorate

in our opinion to the best of our information and according to the explanations given to us the Companyhas in all material respects an adequate internal financial controls system over financial reporting and suchinternal financial controls over financial reporting were operating effectively as at March 31 2016 based onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note

46 HIRA AUTOMOBILES LIMITED

Annexure B To Auditors ReportAnnexure referred to in paragraph 3 of our report of even date

1 (a) The Company has maintained proper records showing full particulars including quantitativedetailsand situation of fixed assets at Corporate Office and in the process of maintaining at outlets

(b) We have been informed that the fixed assets of the company have been physically verified by themanagement at reasonable intervals and no material discrepancies were noticed on such verification

2 (a) As informed to us physical verification of inventory of the company has been conducted by themanagement at reasonable intervals (b) In our opinion and according to the explanations givento us the procedures of Physical verification of inventory followed by the management arereasonable and adequate in relation to the size of the company and the nature of its business

(c) In our opinion and according to the explanations given to us the Company is maintainingproper records of inventory We have been informed that no material discrepancies have been noticedon physical verification as compared to records

3 (a) According to the information and explanation given to us the Company has advanced inter corporatedeposits to three companies covered in the register maintained under section 189 of the CompaniesAct2013 and there is no stipulation as to the time period for recovery of principal and interest amount ofunsecured loan given

(b) Further as there is no stipulation as to the time period for recovery of principal amount ofunsecured loan given we are unable to comment on the overdue amount in respect of thesaid loan

4 In our opinion and according to the information and explanations given to us the Company has compliedwith the provisions of Sections 185 and 186 of the CompaniesAct 2013 in respect of grant of loans makinginvestments and providing guarantees and securities

5 According to the information and explanation given to us the Company has not accepted deposits frompublic Advances from customers for sale of vehicles and against sale promotion schemes run by theCompany to promote its sale are received and paid in the ordinary course of business

6 The maintenance of cost records under section 148(1) of the CompaniesAct 2013 has not been prescribedby the Central government for the Companysince it is not manufacturing Company

7 (a) According to the information and explanations given to us the company is generally regular indepositing all statutory dues including provident fund investor education and protection fundemployees state insurance income tax sales tax wealth tax custom duty excise duty cess and anyother statutory due with appropriate authority during the year

(b) According to the information and explanations given to us there are no disputed amount payables inrespect of provident fund investor education and protection fund employees state insurance incometax sales tax wealth tax customduty excise duty cess by the Company

(c ) No amount was lying with the company which was required to be transferred to investor education andprotection fund in accordance with the relevant provisions of the CompaniesAct 1956 (1 of 1956) andrulesmade there under

8 As informed to us the companyhas not defaulted in repayment of dues to financial institutions or banks

9 As informed to us the company has not given any guarantee for loans taken by others from bank orfinancial institutions

47 HIRA AUTOMOBILES LIMITED

10 As informed to us the proceeds of the term loans taken by the company are applied for the purpose forwhich the loans were obtained

11 Based on the audit procedures performed for the purpose of reporting the true and fair view of the financialstatements and as per the information and explanation given by the management we report that no fraudby the company has been noticed or reported during the course of our audit

48 HIRA AUTOMOBILES LIMITED

49

Particulars Note No As at As atMarch 312016 March 312015

I EQUITY AND LIABILITIES(1) Shareholders funds

(a) Share capital 2 2753440000 2753440000(b) Reserves and Surplus 3 6240053700 5676970200

(2) Non-current liabilities(a) Long term borrowings 4 10202167800 9006585600(b) Deferred tax liabilities (net) 5 1662638300 1542080600(c) Other long-term liabilities 6 5734992800 5067035200

(d) Long-term provisions 7 1339912400 1244415300(3) Current liabilities

(a) Short term Borrowings 8 49363423500 59501393100(b) Trade payables 9 1502741100 6123301200(c) Other current liabilities 10 3671194600 4679162300(d) Short term provisions 11 823155600 789863800

Total 83293719800 96384247300ASSETS

(1) Non-Current assets(a) Fixed assets

(i) Tangible assts 12 16817879700 16711642800(ii) Intangible assets 13 - -

(b) Non-current investments 14 1120000 1120000(d) Long-term loans and advances 15 2618538200 2251312400

(2) Current assets(a) Inventories 16 41208502100 40489156300(b) Trade Receivables 17 14372057700 13922503000(d) Cash and Cash equivalents 18 3697504100 11556587000(e) Short-term Loans and Advances 19 4497240800 11399114400(f) Other Current assets 20 80877200 52811400

Total 83293719800 96384247300

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

(IN RUPEES)

Chairman and Managing Director

Balance Sheet

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies 1

50

Particulars Note No Year Ended Year EndedMarch 312016 March 312015

I Revenue from operations 21 310372896800 323733670200II Other income 22 136994600 525412000III Total Revenue(I+II) 310509891400 324259082200IV Expenses

a Cost of Material Consumed 23 1357073500 1293751900b Purchase of Stock-in-Trade 24 281848216100 294479334400c Changes in Inventories of Finished Goods 25 (719345800) (186205700)d Employee Benefits Expenses 26 12664754100 12944732800e Finance Costs 27 5604834800 4157234900f Depreciation and Amortization expense 12 1358225700 1559476600g Other Expenses 28 7395406500 8383136200

Total Expenses 309509164900 322631461100V Profit before tax (III-IV) 1000726500 1627621100

VI Tax expense(a)Current tax 275985000 473844400(b)Deferred tax 120557700 -

VII Profit for the Year(V-VI) 604183800 1153776700VIII Prior period tax expenses 41100300 75346500IX Earnings per Equity Share(in Rupees) 563083500 1078430200

Basic 219 392Diluted 219 392

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

Profit amp Loss Account

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies

51

Particulars As at March 312016 As at March 312015A Cash Flow from Operating Activities

Net Profit before Tax 1627621100Adjustment forDepreciation 1559476600Interest expenses 4157234900Loss Profit on Sale of Fixed Assets -

Operating ProfitLoss before Working Capital Changes 7344332600Adjustment for(Increase)Decrease in Trade amp Other receivables 940107800(Increase)Decrease in Inventory (186205700)Increase(Decrease) in Trade Payables amp other provisions (4054306400)(Increase)Decrease in Other Loans amp Advances (4635970800)Cash generated from operations (592042500)Taxes Paid (549190900)Previous Year Taxes (Net) -Net Cash from Operating Activities (A) (1141233400)

B Cash Flow from Investing Activities(Purchase) of FixedCapital Expenditure (2227931100)Sale of Fixed Assets 883140700Sale(Purchase) of Investment (315826300)

Net Cash used in Investing Activities (B) (1660616700)C Cash Flow from Finance Activities

Proceeds from Long Term Borrowing (Net) (4869873700)Secured Loan 18024550800Unsecured Loan - 991878400Interest paid (4157234900)Net Cash from Financing Activities (C ) 9989320600

Net increase in Cash and Equivalents (A+B+C) 7187470500Opening Balance of Cash and Cash Equivalents 4369116500

Closing Balance of Cash and Cash Equivalents

1000726500

13582257005604834800

69725800

8033512800

(449554700)(719345800)

(5595236000)68738078008143184100(275985000)

(41100300)7826098800

(1622365700)88177300

(367225800)

(1901414200)

1959036900(10137969600)

(5604834800)(13783767500)

(7859082900)11556587000

3697504100 11556587000

Notes1 Figures in brackets indicate cash outflow2 The above Cash Flow Statement has been prepared under the indirect method set out in AS 3-Cash

Flow Statement as prescribed by Companies (Accouning Stanadards)Rules2006

This is the Cash Flow Statement referred to our report of even date

Cash Flow Statement

HIRA AUTOMOBILES LIMITED

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

For the Year Ended 31 March 2016st

52

Notes to Accounts2 SHARE CAPITAL

As at March 31 2016 As at March 312015(1)AUTHORISED6000000 Equity shares of Rs10-each 6000000000 6000000000

FULLY PAID UP

ISSUEDSUBSCRIBED -2753440 Equity shares of Rs10 each

6000000000 6000000000

2753440000 2753440000

2753440000 2753440000

Shares at the beginning of the accounting Period2753440 Equity shares of Rs10- each 2753440000 2753440000Additions during the year - -Shares outstanding at the end of year 2753440000 2753440000Total 2753440000 2753440000

(a) Rights Preferences and Restrictions Attached to sharesEquity Shares The Company has only one class of equity shares having a par value of Rs 10 per shareEach Shareholder is entitled to one vote per share In the event of liquidation of the company the holder ofequity shares will be entitled to receive any of the remaining of the Company after distribution of allpreferential amounts However no such preferential amount exist currently The distribution will be inproportion to the number of equity shares held by the equity shareholders(b) Detail of Shares held by Shareholders holding more than 5 of the Aggregate Shares in theCompany

Name of Shareholders No of Shares Shareholding as at March31 2016

Rajinder Kaur Bhattal 826000 3000Kuldeep Singh Bhattal 272100 988Rahul Sidhu 270000 981Simran Bajwa 265000 962Manjeet Kaur Sangha 862900 3134

3 RESERVES AND SURPLUSAs at March 312016 As at March 312015

General reserveAt the beginning of the accounting period 723675000

-

-

-

-

723675000Additions during the yearAt the end of the accounting period 723675000 723675000Surplus in Statement of Profit and LossAt the beginning of the accounting period 4953295200 3874865000Additions during the year 563083500 1078430200(balance in statement of profit amp loss ac)prior period expenses written offtransfer tofrom reservesAt the end of the accounting period 5516378700 4953295200

Total 6240053700 56769702004 LONG TERM BORROWINGS

As at March 312016 As at March 312015SECUREDTerm loan(Secured against hypof car and guaranteed bythe directors of the co)

(Secured against Focal Point Properties andguaranteed by directors)

-

5018479300

142138000

5774447600

UNSECUREDLoans from directors 5183688500 3090000000Loans from shareholders and public - -Total 10202167800 9006585600

Term loan

HIRA AUTOMOBILES LIMITED

53

5 DEFERRED TAX LIABILITIES (NET)As at March 312016 As at March 312015

Deferred tax liabilities 1662638300 1542080600Total 1662638300 1542080600

6 OTHER LONG TERM LIABILITIESAs at March 312016 As at March 312015

Sales promotion scheme- Customeradvances

5046479000 4415090000

Security from Employees 688513800 651945200Total 5734992800 5067035200

7 LONG TERM PROVISIONSAs at March 312016 As at March 312015

Gratuity provision 1339912400 1244415300Total 1339912400 1244415300

10 OTHER CURRENT LIABILITIESAs at March 312015

Current maturities of long term debts 880473400 1674618400Interest accrued and due on borrowings - -Value added tax and CST 2185026500 2517359600TDS payable 111535600 157798400Current year taxes payable(net of advance tax) - -

Other payables 494159100 329385900Total 3671194600 4679162300

11 SHORT TERM PROVISIONS

(a) Provisions for employee benefits 823155600 789863800

8 SHORT TERM BORROWINGSAs at March 312016 As at March 312015

Secured loans from banksPunjab National Bank -(secured against hypothecation of stockand book-debts)Gur Mandi Patiala 30680878500 29077205300Gagan Chowk Rajpura 1863121400 1705992300New Grain Market Muktsar and Malout 842363700 757042200Inventory funding 15977059900 27961153300(secured against hypothecation of stockand book-debts)Total 49363423500 59501393100

9 TRADE PAYABLESAs at March 312016 As at March 312015

Sundry Creditors 357269200 2822407500Advance from Parties-Interest free 1145471900 3300893700Total 1502741100 6123301200

HIRA AUTOMOBILES LIMITED

As at March 312016 As at March 312015

Total 823155600 789863800

As at March 312016

54 HIRA AUTOMOBILES LIMITED

14 NON CURRENT INVESTMENTAs at March 312016 As at March 312015

Investment in Shares 1120000 1120000Investment in Mutual Funds - -

Total 1120000 1120000

15 LONG TERM LOANS AND ADVANCESAs at March 312016 As at March 312015

Security Deposits 366283000 337485500(Unsecured considered good unlessOtherwise Stated)Intercorporate Deposits 2252255200 1913826900Total 2618538200 2251312400

16 INVENTORIESAs at March 312016 As at March 312015

(As taken valued amp certified by the management)

Stock in Trade (in respect of goodsacquired for trading )

38093012700 37213584000

Stores Spares amp Loose tools 3115489400 3275572300

Total 41208502100 40489156300

17 TRADE RECEIVABLESAs at March 312016 As at March 312015

(unsecured considered good unlessotherwise stated)(1)Debts outstanding for a period exceeding

six months from the date they are due 513584600 623548900(2)Other debts 13858473100 13298954100Total 14372057700 13922503000

55

18 CASH amp CASH EQUIVALENTS As at March 312016 As at March 312015

(a) Balance with BanksFixed deposits 1260950600 812770600(Earmarked balances with banksheld as margin moneyagainst borrowingsand other commitments)Current accounts 1243916600 6403274200Gold Coins 29547200 29547200(b) Cheques Draft on HandCheques in HandCash in hand

202088500961001200

30714258001239569200

Total 3697504100 11556587000

19 SHORT TERM LOANS amp ADVANCESAs at March 312016 As at March 312015

(Unsecured considered good unlessotherwise stated)advances recoverable in cash orin kind for the value to be received(1)Advance to parties 2541662700 9294257800(2) Receivable from revenue authorities 551783000 569108700(3)Current years taxes recoverable(net ofliability)

332615600 380504500

(4) Other advances 1071179500 1155243400Total 4497240800 11399114400

HIRA AUTOMOBILES LIMITED

56

20 OTHER CURRENT ASSETSAs at March 312016 As at March 312015

Prepaid Expenses 80877200 52811400

Total 52811400

21 REVENUE FROM OPERATIONSAs at March 312016 As at March 312015

Sale of products 290733945600 301324413800Sale of services 9681919400 10435033800

Other operating revenues 9957031800 11974222600310372896800 323733670200

Less Excise duty - -Total 310372896800 323733670200

22 OTHER INCOMEAs at March 312016 As at March 312015

Interest income 87335400 279807100Other Non-operating income 49659200 245604900Total 136994600 525412000

23 COST OF MATERIAL CONSUMEDAs at March 312016 As at March 312015

Purchases Raw-Materials and PackingMaterials

1357073500 1293751900

Add Opening balance of stock - -1357073500 1293751900

Less Closing balance of stock - -Total 1357073500 1293751900

80877200

24 PURCHASE OF STOCK IN TRADEAs at March 312016 As at March 312015

Purchases of Traded goods 281848216100 294479334400

Total 281848216100 294479334400

25 CHANGES IN INVENTORIESAs at March 312016 As at March 312015

Finished Goodsat the beginning of the accounting period - -at the end of the accounting period - -Stock-in-Tradeat the beginning of the accounting period 40489156300 40302950600at the end of the accounting period 41208502100 40489156300Total (719345800) (186205700)

26 EMPLOYEE BENEFIT EXPENSESAs at March 312016 As at March 312015

Salary and Wages 8156996000 9654096800HRA Expenses and other allowance 2733336200 1148756100Contribution to Provident fund 587123100 490338400Contribution to Employees state Insurance fund 157923000 161030000Workers and Staff Welfare 299823200 269213600Gratuity Expenses 95497100 64570600Bonus 420931500 903597900Employees Training and Uniform expenses 213124000 253129400Total 12664754100 12944732800

HIRA AUTOMOBILES LIMITED

57

27 FINANCE COSTSAs at March 312016 As at March 312015

Interest ExpenseInterest to Banks 4309580000 3483884100Interest on Unsecured loans 1196279800 577607600Interest to Customers (36290200) (95330900)Interest to MSIL (121679800) (50429300)Interest to Bank on Vehicle loan 29667800 43272600Bank Charges 227277200 198230800

Total 5604834800 4157234900

28 OTHER EXPENSESAs at March 312016 As at March 312015

Accessories Expenses 9551600 18313400Festival Expenses 30357200 8141000Donation 13123500 9144500Freight Inward 23896900 26399000Power amp Fuel 913761800 911434100Software Usage Charges 91413600 86473500Entertainment Exp 19129900 29106000Rent Rates amp Taxes 701191800 671145200General Expenses 162725500 138611000Godown Rent 57600000 48125000Insurance 161551400 173705300Legal expenses 43474400 60436900Misc Expenses 7073900 3598300News Paper amp Periodicals 9374100 7947200Outside Labour Expenses 284322400 102072700Payment to the Auditors 48313400 15000000Postage amp Courier Expenses 10683600 13298800Professional Charges 147965200 1006744000Printing amp Stationery 165125400 223093400Repair to Buildings and fixed assets 309177500 427256800MDS Expenses 21264900 35806500Telephone Expenses 326712100 525640000Workshop Expenses 325704400 579373600Vehicle Running Expenses 182200200 225090800Other expenses 18263600 405070100Advertisement ExpensesDiscounts

99310800745200400

118382500821623000

Customer welfare 146224200 161357500Demo Expenses amp PDI Expenses 372510300 437441500Sales Promotion 696744200 773152400Sale Commission amp Incentives 160190000 35180000Pool Cancellation and lifting charges 202092600 166694500Marketing Staff Tour expensesTrue Value Expenses

531070200358105500

581622300442725000

Total 7395406500 8383136200

HIRA AUTOMOBILES LIMITED

58 HIRA AUTOMOBILES LIMITED

Post-Employment BenefitsDefined Contribution PlansA defined contribution plan is a post-employment benefit plan under which the Company pays specifiedContributions to a separate entity The Company makes specified monthly contributions towards ProvidentFund Superannuation Fund and Pension Scheme The Companys contribution is recognized as an expense inthe Profit and Loss Statement during the period in which the employee renders the related service

The Company does not deal with Foreign Currency hence AS-11 ldquoEffect of changes in Foreign Exchangesissued bythe Institute of Chartered Accountantsof India isnot applicable

Cash Flow Statements has been prepared following the indirect method set out in the Accounting Standard-3 on ldquoCash Statements ldquoissued by the Institute of Chartered Accountants of India

(i) Income tax expenses for the period comprise of Current Tax amp Deffered Tax(ii) Current tax is measured at the amount expected to be paid to the tax authorities using the applicable tax

Rates of the Income TaxAct 1961(iii) Deferred Tax is calculated on the timing differences being the difference between accounting income and

taxable income which originates in one period and are capable of reversal in one or more subsequentaccounting periods in accordance with the provisions of Accounting Standard -22 on ldquoAccounting forTaxeson Incomerdquo issued by the Institute of Chartered Accountants of IndiaDeferred tax assets are recognized only to the extent that there is a reasonable certainty that sufficientfuture income will be available except that deferred tax assets in case there are unabsorbed depreciationor losses are recognized if there is virtual certainty that sufficient future taxable income will be available torealize the same

Depreciation on Fixed Assets is provided on the basis of Straight Line Method (SLM) Depreciation isprovided based on useful life of the assets as prescribed in Schedule II to the Companies Act 2013

Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and itis probable that an outflow of resources will be required to settle the obligation and a reliable estimate canbe made Provisions are not discounted to their present value and are determined based on the bestestimate required to settle the obligation at the reporting date These estimates are reviewed at eachreporting date and adjusted to reflect the current best estimatesContingent liabilities are disclosed unless the possibility of outflow of resources is remoteContingent assets are neither recognized nor disclosed in the financial statements

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value Animpairment loss is charged to the Profit and Loss Statement in the year in which an asset is identified asimpaired The impairment loss recognized in prior accounting period is reversed if there has been a changein the estimate of recoverable amount

G) ForeignCurrencyTransaction

H) CashFlowStatements

J) Depreciation

K) ProvisionsandContingent liabilities

L) Impairment ofAssets

I) TaxesonIncome

59 HIRA AUTOMOBILES LIMITED

M) EarningsPer Share

N) Segment Reporting

has been made in accordance with the requirement of Accounting Standard (AS) -20 on Earnings PerShare issued by the Institute of Chartered Accountants of India Diluted Earning per share is the same asBasic Earning per share because there is no potential equity shares which would have dilutive effect onearning per shares to equity shareholders

The Company is Authorized Dealer of Maruti Suzuki India Limited (MSIL) and hence is engaged in thebusiness of sale amp service of MSIL vehicles As the basic nature of sale of variants of vehicles is governedby the same set of risk amp returns these have been grouped as single segment as per AccountingStandard(AS-17) on segment reporting issued by the Institute of Chartered Accountants of India

2 Detail in respect of Opening Stock Sales and Closing Stock as follows

3 (a) During the year the company has recognized the following amounts as Defined Contribution Pan in theProfit and Loss Account

i) Employers Contribution to Provident Fund - Rs 5871 Lacsii) Employers Contribution to Employee State Insurance - Rs 1579 Lacs

The calculation of Earnings Per Share (EPS) as disclosed in the Balance Sheet Abstract

(b) During the year the Company has made provision for Gratuity in books asdesigned benefit plan

4 Subsequent to Accounting Standards -22 Accounting for Taxes on Income Issued by the Institute ofCharteredAccountants of India Deferred Tax Expenses of Rs 120557700 for the periods is recognized inthe profit and LossAmount

Calculation of Deferred TaxLiability is as followsWritten down value of Fixed Assets as on 31032016 (As per Company Act) 168178793Written down value of Fixed Assets as on 31032016 (As per Income Tax Act) 114371729bull Timing Difference 53807064bull Tax 3090 16626383bull Deferred Tax Liability as on 31032016 16626383bull Deferred Tax Liability as on 31042015 15420806bull Deferred Tax Liability to be provided for 1205577

5 Legal amp Professional Fees includes Payments to Auditors comprising as follows-i) Statutory Audit fee Rs 10000000ii) Tax audit and Vat audit Fee Rs 5000000

6 Related Party Disclosure in accordance with Accounting Standard-18

Pacific Finlease Pvt LtdRahul Sidhu Enterprises Pvt LtdRSG Studios Pvt Ltd

(a) Enterprises owned or Significantly Influenced by Directors and their Relatives

60 HIRA AUTOMOBILES LIMITED

Particulars Opening Stock Sales Closing StockQty

825VehiclesSpares ampAccessory

Amount(Rs In Lacs)

37213632756

Qty

5627

Amount(Rs In Lacs)2647068260272

Qty

1131

Amount(Rs In Lacs)

38093031155

b)

Pacific Finlease Pvt Ltd

Rahul Sidhu Enterprises Pvt Ltd

RSGStudios Pvt Ltd

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 1915Interest Recovered during the financial year 207

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 14379Interest Recovered during the financial year 035

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 6229Interest Recovered during the financial year 618

7 Calculation of Earning Per Share is as follows Profit after Tax as per Profit amp Loss Account as on 3132016 5630835

For Basic Earning Per share 2753440For Diluted Earning Per Share 2753440

Basic 219Diluted 219

8 Balance confirmation letters have been obtained from some of the parties on test check basis9 Figures of Previous year have been re-grouped and re classified wherever necessary in order to

conform to the current years presentation

As per our report of even date

No of Equity Share (Face value Rs 10- each)

Detail of transaction for the financial year 2015-16

Earning Per Share

61 HIRA AUTOMOBILES LIMITED

Page 10: HIRAAUTOMOBILESLIMITED - bseindia.com · S. Isher Singh Director Mrs. Neha Sidhu Whole time Director Mrs ... Name Rahulinder Singh Sidhu Age 34 Brief Resume Working as Director in

EXTRACTOFANNUALRETURN

MEETINGSOFTHEBOARDOFDIRECTORS

DIRECTORS RESPONSIBILITYSTATEMENT

The Extract of Annual Return as required under section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 in Form MGT-9 is annexed herewith for your kindperusal and information

During the Financial Year 2015-16 the Company held fifteen Board meetings of the Board of Directors as perSection 173 of Companies Act 2013 which is summarized below The provisions of Companies Act 2013 andlisting agreement were adhered to while considering the time gap between two meetings

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors of the Company confirms that-(a) In the preparation of the annual accounts the applicable accounting standards have been followed along

with proper explanation relating to material departures(b) The directors had 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 thecompanyat the end of the financial year and of the profit and loss of the company for that period

(c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the company and for preventingand detecting fraud and other irregularities

(d) The directors have prepared the annual accounts on a going concern basis and(e) The directors have laid down internal financial controls to be followed by the company and that such internal

financial controls are adequate and were operating effectively(f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws

and that such systems were adequate and operating effectively

11

30042015 30052015 31052015 21072015 31072015 15092015

30092015 31102015 02112015 30112015 02012016 02022016

15022016 22022016 10032016

HIRA AUTOMOBILES LIMITED

AUDITORSANDREPORTTHEREON

LOANS GUARANTEESANDINVESTMENTS

RELATEDPARTYTRANSACTIONS

CONSERVATIONOFENERGY TECHNOLOGYABSORPTIONANDFOREIGNEXCHANGEOUTGO

RISKMANAGEMENT

DIRECTORSANDKMP

DEPOSITS

Ms Pankaj Chugh amp Associates Chartered Accountants Patiala was appointed as Statutory Auditors for a

period of three years in the Annual General Meeting held on 30 September 2014 Their continuance of

appointment and payment of remuneration are to be confirmed and approved in the ensuing Annual General

Meeting There are no qualifications or adverse remarks in the Auditors Report which require any clarification

explanation The Notes on financial statements are self-explanatory and needs no further explanation Further

the Auditors Report for the financial year ended 31st March 2016 is annexed herewith for your kind perusal and

information

There were no loans guarantees or investments made by the Company under Section 186 of the Companies

Act 2013 for third party during the year under review and hence the said provision is not applicable

The Company has entered into various Related Parties Transactions as defined under Section 188 of the

Companies Act 2013 with related parties as defined under Section 2 (76) of the said Act Further all the

necessary details of transaction entered with the related parties are attached herewith in Form NoAOC-2 for

your kind perusal and information

The Information pursuant to Section 134(3) (m) pertaining to Conservation of Energy Technology Absorption

and Foreign Exchange Outgo is provided in annexure herewith

The Company has insurance policy for all the assets of the Company and all the insurance policies are renewed

well in advance

During the current financial year the following changes have occurred in the constitution of Board of Directors

and KMP of the company

The company has not accepted or renewed any deposits during the year and there are no unclaimed or unpaid

deposits at the end of the financial year

th

12

SNo Name Designation AppointmentResign Date of cessation1 Ramesh Kumar Director Resigned 31122015

HIRA AUTOMOBILES LIMITED

CORPORATESOCIALRESPONSIBILITY

RATIOOFREMUNERATIONTOEACHDIRECTOR

ANNUALEVALUATION

CORPORATEGOVERNANCE

INDEPENDENTDIRECTORSANDDECLARATION

The company does not meet the criteria of Section 135 of Companies Act 2013 read with the Companies(Corporate Social Responsibility Policy) Rules 2014 so there is no requirement to constitute Corporate SocialResponsibility Committee

The information required pursuant to Section 134(3) and Section 197(12) read with Rule 5 (1) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employees of the Companyand Directors is attached herewith Further information required under Rule 5 (2) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is nil as no employee of the Company isin receipt of remuneration as stated therein

Pursuant to the provisions of the Companies Act 2013 the Board has carried out an annual performanceevaluation of its own performance the directors individually as well as the evaluation of the working of its AuditNomination amp Remuneration Committee A separate exercise was carried out to evaluate the performance ofindividual Directors including the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgment safeguarding the interest of the Company and itsminority shareholders etc The performance evaluation of the Independent Directors was carried out by theentire Board The performance evaluation of the Chairman and the Non Independent Directors was carried outby the Independent Directors who also reviewed the performance of the Secretarial Department

Report on Corporate Governance along with the Certificate of Ms Pankaj Chugh amp Associates CharteredAccountants Patiala Statutory Auditors of the Company confirming compliance of conditions of CorporateGovernance asstipulated in the Listing Agreement with the Stock Exchanges forms part of the Board ReportThe information under Schedule V Part II Section II point IV is asunder

Shri Isher Singh Smt Rajbir Kaur and SmtRupinder Kaur were appointed as independent directors byshareholders on 30 September 2014 as per Section 149(10) of the Companies Act 2013 for a term of 5consecutive years on the Board of the Company The Board of Directors of the Company hereby confirms that allthe Independent directors duly appointed by the Company have given the declaration and they meet the criteriaof independence as provided under section 149(6) of the Companies Act 2013

a) Theremunerationpackageof thedirectorsareasfollows

13

Salary Rs 96000000 Rs 84000000

Bonus 000 000

Stock Options 000 000

Pension 000 000

HIRA AUTOMOBILES LIMITED

NOMINATIONANDREMUNERATIONCOMMITTEE

REMUNERATIONPOLICY

As per the section 178(1) of the Companies Act 2013 the Companys Nomination and Remuneration Committeecomprises of three Non-executive Directors The table sets out the composition of the Committee as on31032016

The date of meetings of committee and attendance of members is given in report on corporate governanceattached with the report

The Terms of Reference of the Nomination and Remuneration Committee are as under1 To identify persons who are qualified to become Directors and who may be appointed in senior management

in accordance with the criteria laid down recommend to the Board their appointment and removal and shallcarry out evaluation of every Directors performance

2 To formulate the criteria for determining qualifications positive attributes and independence of a Directorand recommend to the Board a policy relating to the remuneration for the Directors Key ManagerialPersonnel and other employees

3 The Nomination and Remuneration Committee shall while formulating the policy ensure thata The level and composition of remuneration is reasonable and sufficient to attract retain and motivate

Directors of the quality required to run the Company successfullyb Relationship of remuneration to performance is clear and meets appropriate performance benchmarks

andc Remuneration to Directors Key Managerial Personnel and senior management involves a balance

between fixed and incentive pay reflecting short and long-term performance objectives appropriate to theworking of the company and its goals

4 Regularly review the Human Resource function of the Company5 Discharge such other function(s) or exercise such power(s) as may be delegated to the Committee by the

Board from time to time6 Make reports to the Board as appropriate7 Review and reassess the adequacy of this charter periodically and recommend any proposed changes to

the Board for approval from time to time8 Any other work and policy related and incidental to the objectives of the committee as per provisions of the

Act and rulesmade there under

The remuneration paid to Executive Directors is recommended by the Nomination and RemunerationCommittee and approved by Board in Board meeting subject to the subsequent approval of the shareholders atthe General Meeting and such other authorities as may be required The remuneration is decided afterconsidering various factors such as qualification experience performance responsibilities shouldered industrystandards aswell as financial position of the Company

The Non Executive Directors have not been paid any Sitting Fees during the year

Termsof Reference

`

RemunerationtoExecutiveDirectors

RemunerationtoNonExecutiveDirectors

14

Isher Singh Chairman Independent Non ExecutiveRupinder Kaur Member Independent Non ExecutiveRajbir Kaur Member Independent Non Executive

HIRA AUTOMOBILES LIMITED

AUDITCOMMITTEE

SECRETARIALAUDITREPORT

VIGILMECHANISM

SHARESa BuyBackofSecurities

b Sweat Equity

c BonusShares

d EmployeesStockOptionPlan

ORDEROFCOURT

DETAILSOFADEQUACYOFINTERNALFINANCIALCONTROLS

SHARESINSUSPENSEACCOUNT

According to Section 177 of the Companies Act 2013 the companys Audit Committee comprised of threedirectors The board has accepted the recommendations of the Audit Committee The table sets out thecomposition of the Committee as on 31032016

The date of meetings of committee and attendance of members is given in report on corporate governanceattached with the report

There are certain observations in the Secretarial Audit Report which require corrective actions and the Board hasgiven necessary instructions in this regard Further the Secretarial Audit Report as provided by Mr RavinderKumar Company Secretary in Practice for the financial year ended 31st March 2016 is annexed herewith foryour kind perusal and information

As per Section 177(9) and (10) of the Companies Act 2013 and as per the Clause 49 of the Listing Agreementthe company has established Vigil Mechanism for directors and employees to report genuine concerns andmade provisions for direct access to the chairperson of the Audit Committee Company has formulated thepresent policy for establishing the vigil mechanism Whistle Blower Policy to safeguard the interest of itsstakeholders Directors and employees to freely communicate and address to the Company their genuineconcerns in relation to any illegal or unethical practice being carried out in the Company

The Company has not bought back any of itssecurities during the year under review

The Company has not issued any Sweat Equity Sharesduring the year under review

No Bonus Shares were issued during the year under review

The Company has not provided any Stock Option Scheme to the employees

There is no significant and material order passed by the regulators or courts or Tribunals impacting the goingconcern status and companys operation in future

Internal Financial Controls are adequate and are in consonance with the size and operations of the Company

i Aggregate number of shareholders and the outstanding shares in the suspense account lying at the

15

Isher Singh Chairman Independent Non ExecutiveRupinder Kaur Member Independent Non ExecutiveRajbir Kaur Member Independent Non Executive

HIRA AUTOMOBILES LIMITED

ii Number of shareholders who approached issuer for transfer of shares fromsuspense account during theyear=nil

iii Number of shareholders to whomshareswere transferred fromsuspense account during the year=niliv Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end

of the year=nil

i Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account atthe beginning of the year=nil

ii Number of shareholders who approached the issuer for transfer of shares from the Unclaimed SuspenseAccount during the year=nil

iii Number of shareholders to whom shares were transferred from the Unclaimed Suspense Account during theyear=nil

iv Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account atthe end of the year=nil

The material variations between the projectionsand the actual utilization are not applicable

The Code of Conduct of Hira Automobiles Limited is attached herewith

Management Discussion and Analysis Report is attached herewith

The Company has in place `Prevention of Sexual Harassment Policy` This Anti-Sexual Harassment policyof the Company is in line with the requirements of The Sexual Harassment of Women at the Workplace(Prevention Prohibition amp Redressal) Act 2013 All employees (permanent contractual temporary andtrainees) are covered under this policy An Internal Complaints Committee (ICC) is in place to redresscomplaints received regarding sexual harassment The following is a summary of sexual harassmentcomplaints received and disposed off during the year - No of complaints received Nil -No of complaintsdisposed off NA

Your Directors wish to express their grateful appreciation to the continued co-operation received from theBanks Government Authorities Customers Vendors and Shareholders during the year under review YourDirectors also wish to place on record their deep sense of appreciation for the committed service of theExecutives staff and Workers of the Company

SHARESINUNCLAIMEDSUSPENSEACCOUNT

MATERIALVARIATIONS

CODEOFCONDUCT

MANAGEMENTDISCUSSIONANDANALYSISREPORT

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION PROHIBITION ampREDRESSAL) ACT 2013

ACKNOWLEDGEMENT

16 HIRA AUTOMOBILES LIMITED

17

FORM NO MGT-9

i CIN L50101CH1989PLC009500

ii Registration Date 06071989

iii Name of the Company Hira Automobiles Limited

iv CategorySub-Category of the Company Indian Non Government Company

v Address of the Registered office and contact details 0598 Sector 18-B Chandigarh 160018Tele - 0175-2209100101102

vi Whether listed company Yes

vii Name Address and Contact details of Registrarand Transfer Agent If any

Ms Beetal Financial amp Computer ServicesPrivate LimitedBeetal House 3rd Floor99 Madangir BehindLocal Shopping Center Near Data HarsukhdasMandir New Delhi-110062 Ph 011-2996128182FAX011-29961284

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 or more of the total turnover of the company shall be stated-

1 Selling of Cars spare parts accessories etc 100NA

III PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

1 NIL NIL NIL NIL NIL

[Pursuant to section 92(3) of theCompanies Act 2013 and rule12(1) of the Companies (Mangementand Administration) Rules 2014]

I REGISTRATION AND OTHERS DETAILS

HIRA AUTOMOBILES LIMITED

18

Demat Physical Total of TotalShares

Demat Physical Total ofTotal

Shares

1) IndianIndividualHUF

2635700 2635700 9572 2635700 2635700 9572

CentralGovtState

Govt(s)Bodies CorpBanks FIAny Other

2635700 2635700 9572 2635700 2635700 9572

NRIs-IndividualsOther-

IndividualsBodies CorpBanks FIAnyOtherhellip

PublicShareholding

MutualFundsBanks FI

i Category-Wise Share Holding

Sub-Total)A)(2)

Central Govt

iv Shareholding Pattern (Equity Share Capital Breakup as percentage of Total Equity)

a) State Govt(s)b)Venture Capital

Funds

c) InsuranceCompanies

HIRA AUTOMOBILES LIMITED

19

d)FIIse)Foreign Venture

Capital Fundsf) Others (specify)

Sub-total(B)(1)

2 Non Institutionsa) Bodies Corp

(i) Indian

(ii) Overseas

500 500 002 500 500 002

(ii) Individual

(i) Individualshareholders

holding nominalshare capital uptoRs 2 lakh

116740 116740 424 116740 116740 424

shareholdersholding nominalshare capital inexcess of Rs 1lakh

c) Others(Specify)-NRI

500 500 002 500 002

Sub-total(B)(2) 117740 117740 428 117740 428TotalPublicShareholding(B)=(B)(1)+(B)(2)

117740 117740 428 117740 428

CShares heldby

CustodianforGDRsampADRsGrandTotal

(A+B+C) 2753440 2753440 100

500

117740

117740

2753440 2753440 100

b) Individuals

HIRA AUTOMOBILES LIMITED

20

Sr

No

Shareholderrsquos

Name

Shareholding at the beginning of the

year

Shareholding at the end of the year

No ofShares

of totalShares ofthecompany

of SharesPledged encumberedto totalshares

No ofShares

1 Rajinder KaurBhattal

826000 3000 000 826000

2 Kuldeep SinghBhattal

272100 988 000 272100

3 RahulinderSingh Sidhu

270000 981 000 270000

4 Simran Bajwa 265000 962 000 2650005 D S Sangha 51600 187 000 516006 Preet Sangha 25400 092 000 254007 Vikram Bajwa 24700 090 000 247008 Manjeet Kaur

Sangha862900 3134 000 862900

9 AmandeepSingh Sangha

21600 078 000 21600

10 Karamjit Singh 15400 056 000 1540011 Neha Sidhu 1000 004 000 1000

of totalShares ofthecompany

of SharesPledged encumberedto totalshares

change inshareholdingduring theyear

3000 000 000

988 000 000

981 000 000

962 000 000187 000 000092 000 000090 000 0003134 000 000

078 000 000

056 000 000004 000 000

No of shares No of shares of total sharesof the company

At the beginning of the year NIL NIL NIL NIL

At the End of the year

ii Shareholding of Promoters

iii Change in Promoters Shareholding (please specify if there is no change)

of total sharesof the company

NIL NIL NIL NIL

NIL NIL NIL NIL

Date wise Increase Decreasein Promoters Share holdingduring the year specifying thereasons for increasedecrease (eg allotmenttransfer bonus sweat equityetc)

HIRA AUTOMOBILES LIMITED

21

Indebtedness at thebeginning of the financialyeari) Principal Amountii) Interest due but not paidiii) Interest accrued but not

142138000 8157035200 8299173200

Total(i+ii+iii) 142138000 8157035200 8299173200Change in Indebtednessduring the financial year- Addition- Reduction (142138000)

2761646100(142138000)

Net Change (142138000) 2761646100 2619508100

Indebtedness at theend of the financial yeari) Principal Amountii) Interest due but not paidiii) Interest accrued but notdue

- 10918681300 10918681300

Total (i+ii+iii) - 10918681300 10918681300

iii INDEBTEDNESSIndebtedness of the Company including interest outstandingaccrued but not due for payment

2761646100

HIRA AUTOMOBILES LIMITED

22

Stock Option 000 000 000

Sweat Equity 000 000 000

Commission- as of profit- others specify

000 000 000

Others please specify 000 000 000

Total(A) 84000000 96000000 180000000

Ceiling as per the Act

REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A Remuneration to Managing Director Whole-Time Directors andor Manager

NEHA SIDHU RAHULINDERSINGH SIDHU

(b)Value of perquisites us17(2) Income-tax Act1961

( )17 3 Income- taxAct1961 000 000

Gross salary(a)Salary as per provisions contained

1961

84000000 96000000 180000000

(c)Profits inlieu of salary under section

000

000

000 000

in section17(1) of the Income-tax Act

HIRA AUTOMOBILES LIMITED

23

Independent DirectorsmiddotFee for attending board committee meetings

middotCommission

middotOthers please specify

NIL NIL NIL NIL NIL

Total(1) NIL NIL NIL NIL NILOther Non-Executive Directors

middotFee for attending board committee meetingsmiddotCommissionmiddotOthers please specify

NIL NIL NIL NIL NIL

Total(2) NIL NIL NIL NIL NIL

Total(B)=(1+2) NIL NIL NIL NIL NIL

Total Managerial Remuneration NIL NIL NIL NIL NIL

Over all Ceiling as per the Act NIL NIL NIL NIL NIL

CEO Company CFO TotalSecretary

Gross salary(a)Salary as per provisionscontained in section17(1)of

the Income tax Act 1961

000 000 285487 285487

000 000 000 000

Sweat Equity 000 000 000 000

- (b)Value of perquisites us

17(2)Income-taxAct1961

000

000

000

000

000

000

000

000

Commission- as of profit-others specifyhellip

000 000 000 000

Others please specify 000 000 000 000

Total 000 000 285487 285487

C Remuneration to Key Managerial Personal Other Than MDManagerWTD

(C)Profits inlieu of salary undersection 17(3) Income-taxAct 1961

Sweat EquityStock Option

IV PENALTIESPUNISHMENTCOMPOUNDINGOFOFFENCES--------------------------------------------NIL---------------------------------------

HIRA AUTOMOBILES LIMITED

B Remuneration to other directors

24

Parti culars Details

A Name(s) of the related party and nature of relationship Rahul Sidhu Enterprises Pvt Ltd

B Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not SpecifiedD Salient terms of the contracts or arrangements or transactions

including the value if anyAt bank rate of Interest

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the Board 30042015G Amount paid as advances if any 226620-

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

2 Details of contracts or arrangements or transactions not at arms length basis

Par t i cul ars Details

A Name(s) of the related party and nature of relationship RSG Studios Pvt Ltd

B Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not Specified

D Salient terms of the contracts or arrangements or transactionsincluding the value if any

At bank rate of Interest

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the Board 30042015

G Amount paid as advances if any 971927-

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

HIRA AUTOMOBILES LIMITED

NA

NA

CONSERVATIONOFENERGY TECHNOLOGYABSORPTIONANDFOREIGNEXCHANGEOUTGO

(A) Conservationof energy

(B) Technologyabsorption

(C) ForeignexchangeearningsandOutgo

Steps taken impact on conservation of energy with special reference to the following(i) Steps taken by the company for utilizing alternate sources of energy including waste generated - NIL(ii) Capital investment on energy conservation equipment - NIL

1 Efforts in brief made towards technology absorption - NIL2 Benefits derived as a result of the above efforts eg product improvement cost reduction product

development import substitution etc - NIL3 In case of imported technology (imported during the last 3 years reckoned from the beginning of the

financial year) following information may be furnished(a) Details of technology imported - NIL(b) Year of import - NIL(c) Whether the technologybeen fully absorbed- NIL(d) If not fully absorbed areaswhere absorption hasnot taken place and the reasons therefore- NIL

4 Expenditure incurred on Research and Development

25

Earnings NIL

Outgo NIL

including the value if any

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the BoardG Amount paid as advances if any Nil

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

A Name(s) of the related party and nature of relationship Pacific Finlease Pvt LtdB Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not Specified

D Salient terms of the contracts or arrangements or transactions At bank rate of Interest

NA

HIRA AUTOMOBILES LIMITED

26

RATIOOF REMUNERATION

(i) the ratio of the remuneration of each director to the median remun--eration of the employees of the company for the financial year

4701

(ii) the percentage increase in remuneration of each director Chief FinancialOfficer Chief Executive Officer Company Secretary or Manager if anyin the financial year

Nil

(iii) the percentage increase in the median remuneration of employees inthe financial year

Nil

(iv) the number of permanent employees on the rolls of company 866(v) the explanation on the relationship between average increase inremuneration and company performance

NA

(vi) comparison of the remuneration of the Key Managerial Personnelagainst the performance of the company

As per individual performance

Nil

(viii) average percentile increase already made in the salaries of employeesother than the managerial personnel in the last financial year and itscomparison with the percentile increase in the managerial remunerationand justification thereof and point out if there are any exceptionalcircumstances for increase in the managerial remuneration

Nil

(ix) comparison of the each remuneration of the Key Managerial Personnelagainst the performance of the company

As per individual performance

(x) the key parameters for any variable component of remuneraavailed by the directors

tion Nil

(xi) the ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess ofthe highest paid director during the year

Nil

(xii) Affirmation that the remuneration is as per the remuneration policyof the company

Yes

Vii) Variations in the capitalisation of the company price earningsratio as at the closing date of the current financial year and previousfinancial year and percentage increase over in the marketquotations of the shares of the company in comparison to the rate atwhich the company came out with last public offer incase of listecompanies and in case of unlisted companies the variations in the networth of the company as at the close of the current financial year andprevious financial year

HIRA AUTOMOBILES LIMITED

27 HIRA AUTOMOBILES LIMITED

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee StockPurchase Scheme) Guidelines 1999

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)

Regulations 1993 regarding the Companies Act and dealing with client(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009 and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998

(vi) Factories Act 1948 The Punjab Shops and Commercial Establishments Act 1958 The Payment of WagesAct 1936 The Minimum Wages Act 1948 Employees State Insurance Act 1948 The EmployeesProvident Fund amp Miscellaneous Provisions Act 1952 Payment of Bonus Act 1965 The Payment ofGratuity Act 1972 The Industrial Employment (Standing Orders) Act 1946 The Employment Exchange(Compulsory Notification of Vacancies) Act 1956 The Environment (Protection) Act 1986 The HazardousWastes (Management Handling amp Trans boundary Movement) Rules 2008 The Water (Prevention ampControl of Pollution) Act 1974 The Air (Prevention amp Control of Pollution) Act 1981 and The Punjab LabourWelfare Fund Act 1965

I have also examined compliance with the applicable clauses of the following

(i) Secretarial Standards issued by The Institute of Company Secretaries of India(ii) The Listing Agreement entered into by the Companywith BSE Limited

During the period under review the Company has complied with the provisions of the Act RulesRegulations Guidelines Standards etc mentioned above except to the extent as mentioned below

1 That Company has not complied with Regulation 38 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 relating to maintaining of minimum publicshareholding by a listed Company

2 That Company Secretary of the Company has resigned and new Company Secretary is to be appointed asrequired under Section 203 of The Companies Act 2013

3 That Company has not deducted and deposited labour welfare fund as required under The Punjab LabourWelfare Fund Act 1965

4 That Statutory bonus as required under Payment of Bonus Act 1965 has not been paid by the Companyduring the year

5 That there are related party transactions which are not in ordinary course of business and which are not atarms length basis

6 That there is carry forward of loans given to parties which are covered under section 185 of the CompaniesAct 2013

7 That the Company has 14 locations and some locations need to get registration under The Punjab Shopsand Commercial Establishments Act 1958 and some locations require factory license under Factories Act1948 whereas some locations require consent authorization for operation of a facility under pollution lawsand The Hazardous Wastes (Management Handling amp Trans boundary Movement) Rules 2008

8 That the periodical returns required to be filed under The Employment Exchange (Compulsory Notificationof Vacancies) Act 1956 has not been filed and are pending

I further report thatThe Board of Directors of the Company is duly constituted with proper balance of Executive Directors NonExecutive Directors and Independent Directors The changes in the composition of the Board of Directors thattook place during the period under review were carried out in compliance with the provisions of the Act

-

28 HIRA AUTOMOBILES LIMITED

Adequate notice is given to all directors to schedule the Board Meetings agenda and detailed notes on agendawere sent at least seven days in advance and a system exists for seeking and obtaining further information andclarifications on the agenda items before the meeting and for meaningful participation at the meeting

Majority decision is carried through while the dissenting members views are captured and recorded as part ofthe minutes

I further report that there are adequate systems and processes in the company commensurate with the size andoperations of the company to monitor and ensure compliance with applicable laws rules regulations andguidelines

This report is to be read with our letter of even date which is annexed as and forms an integralpart of this report

29 HIRA AUTOMOBILES LIMITED

30 HIRA AUTOMOBILES LIMITED

HIRA AUTOMOBILES LIMITEDCODEOF CONDUCT

PERSONTOWHOMTHECODEISAPPLICABLE

( ) GENERALSTANDARDOFCONDUCT

( ) APPLICABLELAWS

( ) CONFLICTOFINTEREST

( ) PROTECTINGCONFIDENTIALINFORMATION

This code is applicable to the following persons (hereinafter referred to as Officers of the company)-All the Board Members-The entire Core group Members of the Companyand heads of the department

1 Officers are expected to exercise good judgment to ensure the safety and welfare of employees consumerscustomers suppliers shareholders lenders and other stakeholders and to maintain a co-operativeefficient positive harmonious and productive work environment practice integrity in inter-personalrelationships work on the principal of mutual trust transparencyand teamwork

2 Officers are expected to acquire and maintain professional competence3 Officers are expected to observe discipline and conduct themselves both on and off-duty in a manner to

uphold the high image of the company4 Officers are expected to assist the company in identifying controlling mitigating and managing business

risks within the companys risk management policy framework5 Officers are expected to assist the company in providing to its employees a work environment free of

harassment and free of discrimination based on race religion creed color physical or mental disability agesex etc

6 Officers should not engage in selling or distribution or be in possession of or use narcoticspsychotropicdrugs or be under influence of alcohol while on duty

7 As Officers represent the Company before the public and various authorities they are expected to dressneatly and appropriately in a manner consistent with the nature of their work and the image of the company

8 Officers should not claim from the company unauthorized personal expenses9 Customersupplierinvestor Relationships- Officers who need to deal with customers suppliers and investors

should understand that they are dealing and therefore should uphold the image and goodwill generated andbuilt-up by the Companyover the year

Officers must acquire adequate Knowledge of all the applicable laws rules regulations order and notificationsunder regulatory framework as applicable to their functions and duties and should follow and comply with thesame and avoid violation breach or infringement thereof

Officers of the Company will avoid conflict of interest Conflict of interest is said to exit when personal interest mayhave a potential conflict with the interest of the company at large Where any transaction involves conflict ofinterest prior approval of the Managing Directors Executive Director and in case of a Director of the Boardshould be obtained

The Companys confidential information is a vita and asset It may relate to product product formula processproduct plans and road maps cost and financial information information as to customers suppliers dealers andemployees business arrangements and agreements as well as to patents trademarks copyrights and tradesecrets For the purpose of this Code confidential information would also include the information obtained by theCompany from a third party under a Non Disclosure Agreement Such confidential information should beprotected and safeguarded against unauthorized personal use and should not be disclosed to any one expect (i)with prior authorization (ii) in the ordinary course of carrying on the business of the Company In the course ofconducting the Companys Business Officers may come in possession of confidential information about itsemployees customers suppliers etc Officers should handle the same with utmost responsibility and prevent itsmisuse

I

II

III

IV

31 HIRA AUTOMOBILES LIMITED

( ) PREVENTIONOFINSIDERTRADING

( ) COMPANYSASSETS

( ) NONCOMPLIANCE

( ) ANYAMENDMENTSORMODIFICATIONTOTHECODEOFCONDUCT

( )ACKNOWLEDGEMENTOFRECEIPTOFCODEOFCONDUCTANDETHICS

1 COMPANY PHILOSOPHY ONCODEOF GOVERNANCE

2 BOARDOF DIRECTORS

V

VI

VII

VIII

IX

Officers are privy to price sensitive inside information and should not use it to make personal gains TheCompany has framed Code of Conduct for prevention of insider trading in the Securities of the CompanyOfficers should follow the same in letter and spirit

Protecting and safeguarding the Companys assets and properties and preventing their unauthorized usepersonal use is one of the key and prime responsibility of Officers Officers are personally responsible of theCompanys funds under their control Officers should use electronic communication facilities like e-mail Internetetc in a legal ethical and appropriate manner and not expose the Company to liability resulting from the illegalunauthorized or unethical use thereof

In case of non-compliance of any of the provisions of this Code of conduct the same shall be reported to theChairman of the Board of Directors of the Company

This Code of Conduct is subject to modification The Board of Directors has the requisite power and the authorityto update and amend the Code of Conduct from time to time

I have received and read the Companys Code of Conduct and Ethics and have understood the standards andpolicies contained therein I agree to comply with the Companys Code of Conduct and Ethics I hereby affirm tothe Company compliance with the Code Conduct and Ethics on an annual basis and also undertake to renewsuch affirmation in the first weekof April every year

Pursuant to Regulation 34 read with Schedule V to the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 a Report on Corporate Governance is givenbelow

The report on Corporate Governance is requirement under Listing Agreement entered into with stockExchange and forms part of the report of the Board of Directors to the shareholders of the Company Thisreport gives an insight into the organizational structure of the Company The vision of the company is to be afinancially sound profitable growth oriented company committed to building and maximizing sustainablevalue for all the shareholders In its endeavor to attain the goal visualized the company is laying maximumemphasis on the effective system of Corporate Governance

(a) CompositionThe present strength of Board of Directors of the Company is five comprising of two Promoter Directors and threeIndependent Directors having diversified professional experience Out of total strength of five Directors two areexecutive and three are Non-Executive The composition of Board of Directors as on 31 March 2016 is asunder

REPORT OF THEBOARDOFDIRECTORS ONCORPORATEGOVERNANCE

st

32 HIRA AUTOMOBILES LIMITED

SN Name DIN Designation Nature of Directorship

1 Rahul Inder SinghSidhu

00447452Chairman and ManagingDirector

Promoter Executive

2 Neha Sidhu 00460875 Whole-time director Promoter Executive

3 Isher Singh 02990779 Director Independent Non Executive4 Rajbir Kaur 06397998 Director Independent Non Executive

5 Rupinder Kaur 06403845 Director Independent Non Executive

6 Ramesh Kumar 00126036 Director Independent Non Executive

Sh Ramesh Kumar has resigned on 31122015 from the office of Director(b) Attendance of each Director at the Board Meetings held during the year 2015-16 and last Annual General

Meeting and number of other Boards or Board Committees in which heshe is a member is as under-

The detail of number of shares and convertible instruments held by non ndash executive directors is given asbelow

Shri Rahulinder Singh Sidhu Managing Director of the Company and Smt Neha Sidhu Whole Time Director on theBoard of Directors are related to each other as husband and wife

(c) During the year fifteen meetings of the Board ofDirectors were held on the following dates-

The familiarization programme imparted to independent directors is disclosed on weblinkof the Company

wwwhiraautomobilescom

33

30042015 30052015 31052015 21072015 31072015 15092015

30092015 31102015 02112015 30112015 02012016 0202201615022016 22022016 10032016

SN Name of non ndash executive Director No of Equity Shares Held No of convertibleinstruments Held

1 Rajbir Kaur Nil NA

2 Rupinder Kaur Nil NA3 Isher Singh Nil NA

Total Nil NA

SN

Name of Director No of BoardMeeting attended

No of otherDirectorship

Membershipin other

Committees

Attendance atlast AGM

1 Rahulinder Singh Sidhu 15 4 - Yes

2 Neha Sidhu 12 4 - Yes

3 Isher Singh 12 - 3 -

4 Rajbir Kaur 6 - 3 -

5 Rupinder Kaur 6 - 3 -

6 Ramesh Kumar 1 4 - -

HIRA AUTOMOBILES LIMITED

34

3 AUDITCOMMITTEE

4NOMINATIONANDREMUNERATIONCOMMITTEE

Remunerationpolicy

The terms of reference of the audit committee include all the matters as provided under Section 177 (4) of TheCompanies Act 2013 and the rules made there under and SEBI (LODR) Regulations 2015

As on 31 March 2016 In compliance with the provisions of Section 177(2) of the Companies Act 2013 AuditCommittee comprises of three Non-Executive Independent Directors five meetings of Audit Committee wereheld during the year under consideration on following dates

The details of members of the audit committee and their attendance is as under-

The terms of reference of Nomination and Remuneration Committee covers all the matters provided under theCompanies Act 2013 and the rules made there under and SEBI (LODR) Regulations 2015

As on 31 March 2016 in compliance with the provisions of Section 178(1) of the Companies Act 2013Nomination and Remuneration Committee comprises of three Non-Executive Independent Directors Twomeetings of Nomination and Remuneration Committee were held during the year under consideration on 30May 2015 and 10 March 2016The details of members of the audit committee and their attendance is as under-

Remuneration policy ensures that the level and composition of remuneration is reasonable and sufficient toattract retain and motivate directors of the quality required to run the company successfully and that relationshipof remuneration to performance is clear and meets appropriate performance benchmarks and that remunerationto directors key managerial personnel and senior management involves a balance between fixed and incentivepay reflecting short and long-term performance objectives appropriate to the working of the company and itsgoals

CompositionandMeetings

CompositionandMeetings

st

st

th

th

30052015 31072015 31102015 15022016 28032016

Name of Directors Position held in theCommittee

Category MEETINGSHeld Attended

Isher Singh Chairman Independent NonExecutive

Five Five

Rupinder Kaur Member Independent NonExecutive

Three Three

Rajbir Kaur Member Independent NonExecutive

Three Three

Name of Directors Position held in theCommittee

Category MEETINGS

Held Attended

Isher Singh Chairman Independent NonExecutive

Two Two

Rupinder Kaur Member Independent Non

Executive

Two Two

Rajbir Kaur Member Independent NonExecutive

Two Two

HIRA AUTOMOBILES LIMITED

35

5 REMUNERATIONOFDIRECTORS

6 STAKEHOLDERS GRIEVANCECOMMITTEE

7 GENERALBODYMEETINGS

There is no pecuniary relationship or transaction of the company with its independent directors other thanpayment of sitting fee to them for attending Board and Committee meetings Following Executive Directors werepaid as per detail given below

and no commission on profits is paid to any of the Directors No stock option has been given to any of theDirectors including Executive Directors

As on 31 March 2016 in compliance with the requirement of Section 178(5) of The Companies Act 2013Stakeholder Relationship Committee comprises of three Non-Executive Independent Directors to consider andresolve the grievances of security holders of the companyper detail given below

Sh Rahul Inder Singh Sidhu Managing Director has been appointed as Compliance officer for the purpose ofcomplying with various provisions of the Guidelines Regulations issued by Securities and Exchange Board ofIndia Listing Agreement with Stock Exchanges

The Company has not received any complaint during the year from the shareholders and there is no pendingcomplaint with the Company

(i) Location and time where last three Annual General Meetings were held is given below-

(i) Compositionst

(ii) ComplianceOfficer

(iii) Complaints

SN

NAME OFDIRECTOR

DESIGNATION SALARY Rs BENEFITS BONUS STOCKOPTIONS

PENSION

1 RahulinderSingh Sidhu

ManagingDirector

960000- - - - -

2 Neha Sidhu Whole TimeDirector

840000- - - - -

Name Category Designation

Isher Singh Independent Non Executive Chairman

Rupinder Kaur Independent Non Executive Member

Rajbir Kaur Independent Non Executive Member

Financial Year Date Time Venue

2012-13 30092013 1100 A M 20 Sector 8A Chandigarh 1100022013-14 30092014 500 PM 20 Sector 8A Chandigarh 110002

2014-15 30092015 500 PM 20 Sector 8A Chandigarh 110002

HIRA AUTOMOBILES LIMITED

36

(ii) Following Special Resolutions were passed in the previous 3 Annual General Meeting

(iii) No special resolution has been passed last year through postal ballot and no special resolution isproposed to be conducted through postal ballot

Quarterly results are normally published in the newspapers and also sent to BSE Limited Physical copy ofannual report which inter alia includes the Directors Report Corporate governance report Audited AccountsCash Flow Statements etc was sent to shareholders by post and also to BSE Limited The quarterly results andannual report isalso available on companys website at under investors section

Date 30092016 Time 0500 PM Day Friday and Venue Registered Office of the Company at 0598 Sector18B Chandigarh 160018

The companys Financial Year starts from 1 April every year and conclude on 31 March next year

The Register of Members and the Share Transfer Books of the Company shall remain closed from 29 day ofSeptember 2016 to 30 day of September 2016 (both days inclusive)

No dividend has been recommended by the Board this year and therefore information under this sub clause is nil

The shares of the Company are listed at BSE Limited only as other regional stock exchanges viz Delhi StockExchange Association Limited Ludhiana Stock Exchange Association Limited and Ahmedabad StockExchange Limited had been de-recoganised in the process of de-recoganition by Securities and ExchangeBoard of India The Company haspaid listing fee to BSE Limited

The Stock Code of the Company on BSE Limited is 531743

There was no trading of shares of the Company and no market price data is available Further Securities of theCompany were not suspended from trading by BSE Limited during last year

The Company has appointed Ms Beetal Financial amp Computer Services Private Ltd New Delhi as CommonAgency (RTA) for Share Transfer work in both modes physical as well as electronically Detail of RTA is as underMs Beetal Financial amp Computer Services Private LimitedBeetal House 3 Floor99 Madangir Behind Local Shopping Center Near Data Harsukhdas MandirNewDelhi- 110062 Ph 011-2996128182 Fax 011-29961284

The companys shares in dematerialized form transferable through depository system and Shares in physicalform are processed by Ms Beetal Financial amp Computer Services Private Limited The Board has authorised ShRahulinder Singh Sidhu Managing Director of the company to approve share transfers and matter relatedtherewith

8 MEANSOFCOMMUNICATION

9 GENERALSHAREHOLDERINFORMATIONAnnual General Meeting

Financial Year

BookClosure

Dividend

Listing

StockCode

StockMarket Data

Registrar andShareTransfer Agents

ShareTransfer System

wwwhiraautomobilescom

st st

th

th

rd

30092013 Nil

30092014 1 Approval for Borrowing Money in excess of the aggregate of the paid up share capital andfree reserves of the Company 2 Amendments in Articles of Association

30092015 Nil

HIRA AUTOMOBILES LIMITED

37

ReconciliationofShareCapital Audit

Distribution of shareholding

Dematerializationof sharesandliquidity

GDRsADRs

Mr Ravinder Kumar Practising Company Secretary carries out the Reconciliation of Share Capital Audit asmandated by SEBI and reports on the reconciliation of total issued and listed Capital with that of total sharecapital admitted held in dematerialized form with NSDL and CDSL and those held in physical form This audit iscarried out on quarterly basis and the report thereof is submitted to the Stock Exchanges

Detail of distribution of share holding of equity share of the Company by size and ownership class as on31032016 is given as under

The Shares of the company have not been traded on stock exchange during the period under review TheCompany has not been allotted ISIN and number of shares held in dematerialized formis nil

The Company has not issued any GDRsADRsWarrants or any Convertible instruments

UP TO 5000 129 6293 38840 38840000 14106

5001 TO 10000 49 2390 44500 44500000 16162

10001 TO 20000 7 341 10000 10000000 0363220001 TO 30000 4 195 9000 9000000 03269

30001 TO 40000 2 098 6800 6800000 02470

40001 TO 50000 1 049 4400 4400000 01598

50001 TO 100000 1 049 5200 5200000 01889

100001 AND ABOVE 10 585 2634700 2634700000 956876

Indian Promoter-IndividualHUF 11 2635700 9572

Non Resident Individual 1 500 002

Bodies Corporate 1 500 002

Resident Individuals-HUF 190 116740 424

HIRA AUTOMOBILES LIMITED

38

Plant ShowroomLocationsShowroom Locations

Address for correspondence

Related Party Transactions

Compliance

Vigil Mechanism

WhistleBlower Policy

Mandatory Requirements

1 Hira Automobiles Limited Rajbaha Road Patiala Ph No 0175-22091002 Hira Automobiles Limited Malout Road Muktsar Ph No 01633-2620203 Hira Automobiles Limited Village Bhadak Rajpura Ph No 01762-2448814 Hira Automobiles Limited Radha Swami Satsang Road Nabha PhNo 01765-5059595 Hira Automobiles Limited Muktsar Road Malout Ph No01637-2637246 Hira Automobiles Limited Patiala Pehowa Road DevigarhPh No0175-26311527 Hira Automobiles Limited Bathinda Malout Road Gidderbaha8 Hira Automobiles Limited Nabha Road Bhadson9 Hira Automobiles Limited Cheeka road Samana

10 Hira Automobiles Limited Malout Road Killianwali

Following is the address for correspondenceRegistered Office ndash Hira Automobiles Limited 0598 Sector 18-B Chandigarh 160018

There are no materially significant related party transactions that may have potential conflict with the interests ofcompany at large There were transactions with related parties at market price at arms length basis which aredisclosed in Form AOC ndash 2 attached herewith The policy on dealing with related party transactions is availableon web link of the Company

The Company has complied with all the provisions of listing agreement and that no penalties and or strictureshas been imposed on the company by Stock Exchange or SEBI or any statutory authority on any matter relatedto capital markets during the last three years

Detail of Vigil Mechanismis provided in the same heading in Directors Report

Company has formulated the Whistle Blower Policy to safeguard the interest of its stakeholders Directors andemployees to freely communicate and address to the Company their genuine concerns in relation to any illegalor unethical practice being carried out in the Company and that no personnel has been denied access to the auditcommittee

The Company has complied with all the mandatory requirements as stipulated in SEBI (Listing and DisclosureRequirements) Regulations 2015

10 OTHERDISCLOSURES

wwwhiraautomobilescom

HIRA AUTOMOBILES LIMITED

39

MANAGEMENTDISCUSSIONANDANALYSIS REPORT

1 Industrystructureanddevelopment

2 Opportunitiesandthreats

3 Segmentwiseor product wiseperformance

4 Outlook

5 Risksandconcern

6 Internal control systemsandtheir adequacy

HIRA AUTOMOBILES LIMITED

40

7 Discussiononfinancial performancewithrespect tooperational performanceDue to overall recessionary economy and internal competition with the new dealer there has been minoradverse impact on the financial stability of the company with respect to operational performance as the workingcapital limits of the company has increased substantially where as there is no growth in sales In comparison tominor growth in operational performance Profitability of the company has been decreasing during the yearinspite of higher burden of interest expenditure salary and wages and other admistrative expenses

8 HumanRecourses

9 Management of theCompany

Human Resource is considered to be the most prized assetof the company by the management Hence the work-forceis being looked after well and ensured that they remain motivated The 360 degree appraisal system ensures theirsatisfaction and brings out their concerns and bikerings which are addressed by the management immediately Thisimproves the employee-management relationship and makes themwork for the better future of the company

As Company has a large network of branches spread over 14 locations in two district of Patiala and Muktsar eachlocation is being managed by a rich experienced deemed CEO who is also known deemed key managerial personnelAll the branches key Managerial Personnel are reporting directly to CMD sitting at Patiala corporate office of thecompany

HIRA AUTOMOBILES LIMITED

41

COMPLIANCECERTIFICATEBYCHIEFEXECUTIVEOFFICERANDCHIEFFINANCIALOFFICER

We Rahulinder Singh Sidhu Managing Director and Sandeep Rana Chief Financial Officer of the Companyhereby certify thatA We have reviewed financial statements and the cash flow for the year ended 31 March 2016 and that to thebest of our knowledge and belief(1) These statements do not contain any materially untrue statement or omit any material fact or containstatements that might be misleading(2) These statements together present a true and fair view of the company affairs and are in compliance withexisting accounting standards applicable laws and regulationsB There are to the best of our knowledge and belief no transactions entered into by the Company during theyear that are fraudulent illegal or volatile to the companyscode of conductC We accept responsibility for establishing and maintaining internal controls for financial Reporting and that wehave evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting andwe have disclosed to the auditors and the audit committee deficiencies in the design or operation of such internalcontrols if any of which they are aware and the steps they have taken or propose to take to rectify thesedeficienciesD We have indicated to the auditorsand the Audit committee(1) Significant changes in internal control over financial reporting during the year(2) Significant changes in accounting policies during the year and that the same have been disclosed in thenotes to the financial statements and(3) There were no instances of fraud of which they have become aware and the involvement therein of themanagement or an employee having a significant role in the companys internal control system over financialreporting

I Rahulinder Singh Sidhu Managing Director of the Company hereby declare that all Board Members andSenior Management Personnel have affirmed compliance with the code of conduct for the Directors and SeniorManagement Personnel as approved by the Board for the Financial Year ended 31 March 2016

For

st

st

HIRA AUTOMOBILES LIMITED

42

AUDITORS CERTIFICATEONCORPORATEGOVERNANCE

The Board of DirectorsHira Automobiles LimitedChandigarh

We have examined the compliance of conditions of Corporate Governance by Hira Automobiles Limited for thefinancial year ended March 31 2016 as stipulated in the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015

The compliance of conditions of Corporate Governance is the responsibility of the management Ourexamination was limited to procedures and implementation thereof adopted by the company for ensuring thecompliance of the conditions of the Corporate Governance It is neither an audit nor an expression of opinion onthe financial statements of the company

In our opinion and to the best of our information and according to the explanations given to us we certify that thecompany has complied with the conditions of Corporate Governance as stipulated in the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015

We further state that such compliance is neither an assurance as to the future viability of the company nor theefficiency of effectiveness with which the management has conducted the affairs of the company

HIRA AUTOMOBILES LIMITED

43 HIRA AUTOMOBILES LIMITED

4

5

OPINION

REPORTONOTHERLEGALANDREGULATORYREQUIREMENTS

44 HIRA AUTOMOBILES LIMITED

Annexureldquo Ardquoto the Independent Auditors Report on the Standalone Financial Statements of Hira Automobiles Limited(Referred to in paragraph 1 (f) under Report on Other Legal and Regulatory Requirements of our report of evendate)

REPORT ON THE INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING UNDER CLAUSE (i)OF SUBSECTION3 OF SECTION 143 OF THE COMPANIES ACT 2013 (ldquoTHE ACTrdquo)

We have audited the internal financial controls over financial reporting of hira automobiles LIMITED (ldquotheCompanyrdquo) as of March 31 2016 in conjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

The Companys management is responsible for establishing and maintaining internal financial controlsbased onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the ldquoGuidance Noterdquo) issued by the Institute of Chartered Accountants of India These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherence to Companyspolicies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financial information as requiredunder the Companies Act 2013

Our responsibility is to express an opinion on the Companys internal financial controls over financial reportingbased on our audit We conducted our audit in accordance with the Guidance Note and the Standards onAuditing prescribed under Section 143(10) of the Companies Act 2013 to the extent applicable to an audit ofinternal financial controls Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if such controls operatedeffectively in all material respects Our audit involves performing procedures to obtain audit evidence about theadequacy of the internal financial controls system over financial reporting and their operating effectiveness Ouraudit of internal financial controls over financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditors judgement including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internalfinancial controlssystem over financial reporting

MANAGEMENTSRESPONSIBILITYFORINTERNALFINANCIALCONTROLS

AUDITORS RESPONSIBILITY

45 HIRA AUTOMOBILES LIMITED

MEANINGOFINTERNALFINANCIALCONTROLSOVERFINANCIALREPORTING

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVERFINANCIAL REPORTING

OPINION

A companys internal financial control over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles A companys internal financial controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of thecompany (2) provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and that receipts andpayments of the company are being made only in accordance with authorisation of management and directors ofthe company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the companys assets that could have a material effect on the financialstatements

Because of the inherent limitations of internal financial controls over financial reporting including thepossibility of collusion or improper management override of controls material misstatements due to error orfraud may occur and not be detected Also projections of any evaluation of the internal financial controlsover financial reporting to future periods are subject to the risk that the internal financial control over financialreporting may become inadequate because of changes in conditions or that the degree of compliance withthe policies or procedures may deteriorate

in our opinion to the best of our information and according to the explanations given to us the Companyhas in all material respects an adequate internal financial controls system over financial reporting and suchinternal financial controls over financial reporting were operating effectively as at March 31 2016 based onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note

46 HIRA AUTOMOBILES LIMITED

Annexure B To Auditors ReportAnnexure referred to in paragraph 3 of our report of even date

1 (a) The Company has maintained proper records showing full particulars including quantitativedetailsand situation of fixed assets at Corporate Office and in the process of maintaining at outlets

(b) We have been informed that the fixed assets of the company have been physically verified by themanagement at reasonable intervals and no material discrepancies were noticed on such verification

2 (a) As informed to us physical verification of inventory of the company has been conducted by themanagement at reasonable intervals (b) In our opinion and according to the explanations givento us the procedures of Physical verification of inventory followed by the management arereasonable and adequate in relation to the size of the company and the nature of its business

(c) In our opinion and according to the explanations given to us the Company is maintainingproper records of inventory We have been informed that no material discrepancies have been noticedon physical verification as compared to records

3 (a) According to the information and explanation given to us the Company has advanced inter corporatedeposits to three companies covered in the register maintained under section 189 of the CompaniesAct2013 and there is no stipulation as to the time period for recovery of principal and interest amount ofunsecured loan given

(b) Further as there is no stipulation as to the time period for recovery of principal amount ofunsecured loan given we are unable to comment on the overdue amount in respect of thesaid loan

4 In our opinion and according to the information and explanations given to us the Company has compliedwith the provisions of Sections 185 and 186 of the CompaniesAct 2013 in respect of grant of loans makinginvestments and providing guarantees and securities

5 According to the information and explanation given to us the Company has not accepted deposits frompublic Advances from customers for sale of vehicles and against sale promotion schemes run by theCompany to promote its sale are received and paid in the ordinary course of business

6 The maintenance of cost records under section 148(1) of the CompaniesAct 2013 has not been prescribedby the Central government for the Companysince it is not manufacturing Company

7 (a) According to the information and explanations given to us the company is generally regular indepositing all statutory dues including provident fund investor education and protection fundemployees state insurance income tax sales tax wealth tax custom duty excise duty cess and anyother statutory due with appropriate authority during the year

(b) According to the information and explanations given to us there are no disputed amount payables inrespect of provident fund investor education and protection fund employees state insurance incometax sales tax wealth tax customduty excise duty cess by the Company

(c ) No amount was lying with the company which was required to be transferred to investor education andprotection fund in accordance with the relevant provisions of the CompaniesAct 1956 (1 of 1956) andrulesmade there under

8 As informed to us the companyhas not defaulted in repayment of dues to financial institutions or banks

9 As informed to us the company has not given any guarantee for loans taken by others from bank orfinancial institutions

47 HIRA AUTOMOBILES LIMITED

10 As informed to us the proceeds of the term loans taken by the company are applied for the purpose forwhich the loans were obtained

11 Based on the audit procedures performed for the purpose of reporting the true and fair view of the financialstatements and as per the information and explanation given by the management we report that no fraudby the company has been noticed or reported during the course of our audit

48 HIRA AUTOMOBILES LIMITED

49

Particulars Note No As at As atMarch 312016 March 312015

I EQUITY AND LIABILITIES(1) Shareholders funds

(a) Share capital 2 2753440000 2753440000(b) Reserves and Surplus 3 6240053700 5676970200

(2) Non-current liabilities(a) Long term borrowings 4 10202167800 9006585600(b) Deferred tax liabilities (net) 5 1662638300 1542080600(c) Other long-term liabilities 6 5734992800 5067035200

(d) Long-term provisions 7 1339912400 1244415300(3) Current liabilities

(a) Short term Borrowings 8 49363423500 59501393100(b) Trade payables 9 1502741100 6123301200(c) Other current liabilities 10 3671194600 4679162300(d) Short term provisions 11 823155600 789863800

Total 83293719800 96384247300ASSETS

(1) Non-Current assets(a) Fixed assets

(i) Tangible assts 12 16817879700 16711642800(ii) Intangible assets 13 - -

(b) Non-current investments 14 1120000 1120000(d) Long-term loans and advances 15 2618538200 2251312400

(2) Current assets(a) Inventories 16 41208502100 40489156300(b) Trade Receivables 17 14372057700 13922503000(d) Cash and Cash equivalents 18 3697504100 11556587000(e) Short-term Loans and Advances 19 4497240800 11399114400(f) Other Current assets 20 80877200 52811400

Total 83293719800 96384247300

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

(IN RUPEES)

Chairman and Managing Director

Balance Sheet

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies 1

50

Particulars Note No Year Ended Year EndedMarch 312016 March 312015

I Revenue from operations 21 310372896800 323733670200II Other income 22 136994600 525412000III Total Revenue(I+II) 310509891400 324259082200IV Expenses

a Cost of Material Consumed 23 1357073500 1293751900b Purchase of Stock-in-Trade 24 281848216100 294479334400c Changes in Inventories of Finished Goods 25 (719345800) (186205700)d Employee Benefits Expenses 26 12664754100 12944732800e Finance Costs 27 5604834800 4157234900f Depreciation and Amortization expense 12 1358225700 1559476600g Other Expenses 28 7395406500 8383136200

Total Expenses 309509164900 322631461100V Profit before tax (III-IV) 1000726500 1627621100

VI Tax expense(a)Current tax 275985000 473844400(b)Deferred tax 120557700 -

VII Profit for the Year(V-VI) 604183800 1153776700VIII Prior period tax expenses 41100300 75346500IX Earnings per Equity Share(in Rupees) 563083500 1078430200

Basic 219 392Diluted 219 392

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

Profit amp Loss Account

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies

51

Particulars As at March 312016 As at March 312015A Cash Flow from Operating Activities

Net Profit before Tax 1627621100Adjustment forDepreciation 1559476600Interest expenses 4157234900Loss Profit on Sale of Fixed Assets -

Operating ProfitLoss before Working Capital Changes 7344332600Adjustment for(Increase)Decrease in Trade amp Other receivables 940107800(Increase)Decrease in Inventory (186205700)Increase(Decrease) in Trade Payables amp other provisions (4054306400)(Increase)Decrease in Other Loans amp Advances (4635970800)Cash generated from operations (592042500)Taxes Paid (549190900)Previous Year Taxes (Net) -Net Cash from Operating Activities (A) (1141233400)

B Cash Flow from Investing Activities(Purchase) of FixedCapital Expenditure (2227931100)Sale of Fixed Assets 883140700Sale(Purchase) of Investment (315826300)

Net Cash used in Investing Activities (B) (1660616700)C Cash Flow from Finance Activities

Proceeds from Long Term Borrowing (Net) (4869873700)Secured Loan 18024550800Unsecured Loan - 991878400Interest paid (4157234900)Net Cash from Financing Activities (C ) 9989320600

Net increase in Cash and Equivalents (A+B+C) 7187470500Opening Balance of Cash and Cash Equivalents 4369116500

Closing Balance of Cash and Cash Equivalents

1000726500

13582257005604834800

69725800

8033512800

(449554700)(719345800)

(5595236000)68738078008143184100(275985000)

(41100300)7826098800

(1622365700)88177300

(367225800)

(1901414200)

1959036900(10137969600)

(5604834800)(13783767500)

(7859082900)11556587000

3697504100 11556587000

Notes1 Figures in brackets indicate cash outflow2 The above Cash Flow Statement has been prepared under the indirect method set out in AS 3-Cash

Flow Statement as prescribed by Companies (Accouning Stanadards)Rules2006

This is the Cash Flow Statement referred to our report of even date

Cash Flow Statement

HIRA AUTOMOBILES LIMITED

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

For the Year Ended 31 March 2016st

52

Notes to Accounts2 SHARE CAPITAL

As at March 31 2016 As at March 312015(1)AUTHORISED6000000 Equity shares of Rs10-each 6000000000 6000000000

FULLY PAID UP

ISSUEDSUBSCRIBED -2753440 Equity shares of Rs10 each

6000000000 6000000000

2753440000 2753440000

2753440000 2753440000

Shares at the beginning of the accounting Period2753440 Equity shares of Rs10- each 2753440000 2753440000Additions during the year - -Shares outstanding at the end of year 2753440000 2753440000Total 2753440000 2753440000

(a) Rights Preferences and Restrictions Attached to sharesEquity Shares The Company has only one class of equity shares having a par value of Rs 10 per shareEach Shareholder is entitled to one vote per share In the event of liquidation of the company the holder ofequity shares will be entitled to receive any of the remaining of the Company after distribution of allpreferential amounts However no such preferential amount exist currently The distribution will be inproportion to the number of equity shares held by the equity shareholders(b) Detail of Shares held by Shareholders holding more than 5 of the Aggregate Shares in theCompany

Name of Shareholders No of Shares Shareholding as at March31 2016

Rajinder Kaur Bhattal 826000 3000Kuldeep Singh Bhattal 272100 988Rahul Sidhu 270000 981Simran Bajwa 265000 962Manjeet Kaur Sangha 862900 3134

3 RESERVES AND SURPLUSAs at March 312016 As at March 312015

General reserveAt the beginning of the accounting period 723675000

-

-

-

-

723675000Additions during the yearAt the end of the accounting period 723675000 723675000Surplus in Statement of Profit and LossAt the beginning of the accounting period 4953295200 3874865000Additions during the year 563083500 1078430200(balance in statement of profit amp loss ac)prior period expenses written offtransfer tofrom reservesAt the end of the accounting period 5516378700 4953295200

Total 6240053700 56769702004 LONG TERM BORROWINGS

As at March 312016 As at March 312015SECUREDTerm loan(Secured against hypof car and guaranteed bythe directors of the co)

(Secured against Focal Point Properties andguaranteed by directors)

-

5018479300

142138000

5774447600

UNSECUREDLoans from directors 5183688500 3090000000Loans from shareholders and public - -Total 10202167800 9006585600

Term loan

HIRA AUTOMOBILES LIMITED

53

5 DEFERRED TAX LIABILITIES (NET)As at March 312016 As at March 312015

Deferred tax liabilities 1662638300 1542080600Total 1662638300 1542080600

6 OTHER LONG TERM LIABILITIESAs at March 312016 As at March 312015

Sales promotion scheme- Customeradvances

5046479000 4415090000

Security from Employees 688513800 651945200Total 5734992800 5067035200

7 LONG TERM PROVISIONSAs at March 312016 As at March 312015

Gratuity provision 1339912400 1244415300Total 1339912400 1244415300

10 OTHER CURRENT LIABILITIESAs at March 312015

Current maturities of long term debts 880473400 1674618400Interest accrued and due on borrowings - -Value added tax and CST 2185026500 2517359600TDS payable 111535600 157798400Current year taxes payable(net of advance tax) - -

Other payables 494159100 329385900Total 3671194600 4679162300

11 SHORT TERM PROVISIONS

(a) Provisions for employee benefits 823155600 789863800

8 SHORT TERM BORROWINGSAs at March 312016 As at March 312015

Secured loans from banksPunjab National Bank -(secured against hypothecation of stockand book-debts)Gur Mandi Patiala 30680878500 29077205300Gagan Chowk Rajpura 1863121400 1705992300New Grain Market Muktsar and Malout 842363700 757042200Inventory funding 15977059900 27961153300(secured against hypothecation of stockand book-debts)Total 49363423500 59501393100

9 TRADE PAYABLESAs at March 312016 As at March 312015

Sundry Creditors 357269200 2822407500Advance from Parties-Interest free 1145471900 3300893700Total 1502741100 6123301200

HIRA AUTOMOBILES LIMITED

As at March 312016 As at March 312015

Total 823155600 789863800

As at March 312016

54 HIRA AUTOMOBILES LIMITED

14 NON CURRENT INVESTMENTAs at March 312016 As at March 312015

Investment in Shares 1120000 1120000Investment in Mutual Funds - -

Total 1120000 1120000

15 LONG TERM LOANS AND ADVANCESAs at March 312016 As at March 312015

Security Deposits 366283000 337485500(Unsecured considered good unlessOtherwise Stated)Intercorporate Deposits 2252255200 1913826900Total 2618538200 2251312400

16 INVENTORIESAs at March 312016 As at March 312015

(As taken valued amp certified by the management)

Stock in Trade (in respect of goodsacquired for trading )

38093012700 37213584000

Stores Spares amp Loose tools 3115489400 3275572300

Total 41208502100 40489156300

17 TRADE RECEIVABLESAs at March 312016 As at March 312015

(unsecured considered good unlessotherwise stated)(1)Debts outstanding for a period exceeding

six months from the date they are due 513584600 623548900(2)Other debts 13858473100 13298954100Total 14372057700 13922503000

55

18 CASH amp CASH EQUIVALENTS As at March 312016 As at March 312015

(a) Balance with BanksFixed deposits 1260950600 812770600(Earmarked balances with banksheld as margin moneyagainst borrowingsand other commitments)Current accounts 1243916600 6403274200Gold Coins 29547200 29547200(b) Cheques Draft on HandCheques in HandCash in hand

202088500961001200

30714258001239569200

Total 3697504100 11556587000

19 SHORT TERM LOANS amp ADVANCESAs at March 312016 As at March 312015

(Unsecured considered good unlessotherwise stated)advances recoverable in cash orin kind for the value to be received(1)Advance to parties 2541662700 9294257800(2) Receivable from revenue authorities 551783000 569108700(3)Current years taxes recoverable(net ofliability)

332615600 380504500

(4) Other advances 1071179500 1155243400Total 4497240800 11399114400

HIRA AUTOMOBILES LIMITED

56

20 OTHER CURRENT ASSETSAs at March 312016 As at March 312015

Prepaid Expenses 80877200 52811400

Total 52811400

21 REVENUE FROM OPERATIONSAs at March 312016 As at March 312015

Sale of products 290733945600 301324413800Sale of services 9681919400 10435033800

Other operating revenues 9957031800 11974222600310372896800 323733670200

Less Excise duty - -Total 310372896800 323733670200

22 OTHER INCOMEAs at March 312016 As at March 312015

Interest income 87335400 279807100Other Non-operating income 49659200 245604900Total 136994600 525412000

23 COST OF MATERIAL CONSUMEDAs at March 312016 As at March 312015

Purchases Raw-Materials and PackingMaterials

1357073500 1293751900

Add Opening balance of stock - -1357073500 1293751900

Less Closing balance of stock - -Total 1357073500 1293751900

80877200

24 PURCHASE OF STOCK IN TRADEAs at March 312016 As at March 312015

Purchases of Traded goods 281848216100 294479334400

Total 281848216100 294479334400

25 CHANGES IN INVENTORIESAs at March 312016 As at March 312015

Finished Goodsat the beginning of the accounting period - -at the end of the accounting period - -Stock-in-Tradeat the beginning of the accounting period 40489156300 40302950600at the end of the accounting period 41208502100 40489156300Total (719345800) (186205700)

26 EMPLOYEE BENEFIT EXPENSESAs at March 312016 As at March 312015

Salary and Wages 8156996000 9654096800HRA Expenses and other allowance 2733336200 1148756100Contribution to Provident fund 587123100 490338400Contribution to Employees state Insurance fund 157923000 161030000Workers and Staff Welfare 299823200 269213600Gratuity Expenses 95497100 64570600Bonus 420931500 903597900Employees Training and Uniform expenses 213124000 253129400Total 12664754100 12944732800

HIRA AUTOMOBILES LIMITED

57

27 FINANCE COSTSAs at March 312016 As at March 312015

Interest ExpenseInterest to Banks 4309580000 3483884100Interest on Unsecured loans 1196279800 577607600Interest to Customers (36290200) (95330900)Interest to MSIL (121679800) (50429300)Interest to Bank on Vehicle loan 29667800 43272600Bank Charges 227277200 198230800

Total 5604834800 4157234900

28 OTHER EXPENSESAs at March 312016 As at March 312015

Accessories Expenses 9551600 18313400Festival Expenses 30357200 8141000Donation 13123500 9144500Freight Inward 23896900 26399000Power amp Fuel 913761800 911434100Software Usage Charges 91413600 86473500Entertainment Exp 19129900 29106000Rent Rates amp Taxes 701191800 671145200General Expenses 162725500 138611000Godown Rent 57600000 48125000Insurance 161551400 173705300Legal expenses 43474400 60436900Misc Expenses 7073900 3598300News Paper amp Periodicals 9374100 7947200Outside Labour Expenses 284322400 102072700Payment to the Auditors 48313400 15000000Postage amp Courier Expenses 10683600 13298800Professional Charges 147965200 1006744000Printing amp Stationery 165125400 223093400Repair to Buildings and fixed assets 309177500 427256800MDS Expenses 21264900 35806500Telephone Expenses 326712100 525640000Workshop Expenses 325704400 579373600Vehicle Running Expenses 182200200 225090800Other expenses 18263600 405070100Advertisement ExpensesDiscounts

99310800745200400

118382500821623000

Customer welfare 146224200 161357500Demo Expenses amp PDI Expenses 372510300 437441500Sales Promotion 696744200 773152400Sale Commission amp Incentives 160190000 35180000Pool Cancellation and lifting charges 202092600 166694500Marketing Staff Tour expensesTrue Value Expenses

531070200358105500

581622300442725000

Total 7395406500 8383136200

HIRA AUTOMOBILES LIMITED

58 HIRA AUTOMOBILES LIMITED

Post-Employment BenefitsDefined Contribution PlansA defined contribution plan is a post-employment benefit plan under which the Company pays specifiedContributions to a separate entity The Company makes specified monthly contributions towards ProvidentFund Superannuation Fund and Pension Scheme The Companys contribution is recognized as an expense inthe Profit and Loss Statement during the period in which the employee renders the related service

The Company does not deal with Foreign Currency hence AS-11 ldquoEffect of changes in Foreign Exchangesissued bythe Institute of Chartered Accountantsof India isnot applicable

Cash Flow Statements has been prepared following the indirect method set out in the Accounting Standard-3 on ldquoCash Statements ldquoissued by the Institute of Chartered Accountants of India

(i) Income tax expenses for the period comprise of Current Tax amp Deffered Tax(ii) Current tax is measured at the amount expected to be paid to the tax authorities using the applicable tax

Rates of the Income TaxAct 1961(iii) Deferred Tax is calculated on the timing differences being the difference between accounting income and

taxable income which originates in one period and are capable of reversal in one or more subsequentaccounting periods in accordance with the provisions of Accounting Standard -22 on ldquoAccounting forTaxeson Incomerdquo issued by the Institute of Chartered Accountants of IndiaDeferred tax assets are recognized only to the extent that there is a reasonable certainty that sufficientfuture income will be available except that deferred tax assets in case there are unabsorbed depreciationor losses are recognized if there is virtual certainty that sufficient future taxable income will be available torealize the same

Depreciation on Fixed Assets is provided on the basis of Straight Line Method (SLM) Depreciation isprovided based on useful life of the assets as prescribed in Schedule II to the Companies Act 2013

Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and itis probable that an outflow of resources will be required to settle the obligation and a reliable estimate canbe made Provisions are not discounted to their present value and are determined based on the bestestimate required to settle the obligation at the reporting date These estimates are reviewed at eachreporting date and adjusted to reflect the current best estimatesContingent liabilities are disclosed unless the possibility of outflow of resources is remoteContingent assets are neither recognized nor disclosed in the financial statements

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value Animpairment loss is charged to the Profit and Loss Statement in the year in which an asset is identified asimpaired The impairment loss recognized in prior accounting period is reversed if there has been a changein the estimate of recoverable amount

G) ForeignCurrencyTransaction

H) CashFlowStatements

J) Depreciation

K) ProvisionsandContingent liabilities

L) Impairment ofAssets

I) TaxesonIncome

59 HIRA AUTOMOBILES LIMITED

M) EarningsPer Share

N) Segment Reporting

has been made in accordance with the requirement of Accounting Standard (AS) -20 on Earnings PerShare issued by the Institute of Chartered Accountants of India Diluted Earning per share is the same asBasic Earning per share because there is no potential equity shares which would have dilutive effect onearning per shares to equity shareholders

The Company is Authorized Dealer of Maruti Suzuki India Limited (MSIL) and hence is engaged in thebusiness of sale amp service of MSIL vehicles As the basic nature of sale of variants of vehicles is governedby the same set of risk amp returns these have been grouped as single segment as per AccountingStandard(AS-17) on segment reporting issued by the Institute of Chartered Accountants of India

2 Detail in respect of Opening Stock Sales and Closing Stock as follows

3 (a) During the year the company has recognized the following amounts as Defined Contribution Pan in theProfit and Loss Account

i) Employers Contribution to Provident Fund - Rs 5871 Lacsii) Employers Contribution to Employee State Insurance - Rs 1579 Lacs

The calculation of Earnings Per Share (EPS) as disclosed in the Balance Sheet Abstract

(b) During the year the Company has made provision for Gratuity in books asdesigned benefit plan

4 Subsequent to Accounting Standards -22 Accounting for Taxes on Income Issued by the Institute ofCharteredAccountants of India Deferred Tax Expenses of Rs 120557700 for the periods is recognized inthe profit and LossAmount

Calculation of Deferred TaxLiability is as followsWritten down value of Fixed Assets as on 31032016 (As per Company Act) 168178793Written down value of Fixed Assets as on 31032016 (As per Income Tax Act) 114371729bull Timing Difference 53807064bull Tax 3090 16626383bull Deferred Tax Liability as on 31032016 16626383bull Deferred Tax Liability as on 31042015 15420806bull Deferred Tax Liability to be provided for 1205577

5 Legal amp Professional Fees includes Payments to Auditors comprising as follows-i) Statutory Audit fee Rs 10000000ii) Tax audit and Vat audit Fee Rs 5000000

6 Related Party Disclosure in accordance with Accounting Standard-18

Pacific Finlease Pvt LtdRahul Sidhu Enterprises Pvt LtdRSG Studios Pvt Ltd

(a) Enterprises owned or Significantly Influenced by Directors and their Relatives

60 HIRA AUTOMOBILES LIMITED

Particulars Opening Stock Sales Closing StockQty

825VehiclesSpares ampAccessory

Amount(Rs In Lacs)

37213632756

Qty

5627

Amount(Rs In Lacs)2647068260272

Qty

1131

Amount(Rs In Lacs)

38093031155

b)

Pacific Finlease Pvt Ltd

Rahul Sidhu Enterprises Pvt Ltd

RSGStudios Pvt Ltd

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 1915Interest Recovered during the financial year 207

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 14379Interest Recovered during the financial year 035

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 6229Interest Recovered during the financial year 618

7 Calculation of Earning Per Share is as follows Profit after Tax as per Profit amp Loss Account as on 3132016 5630835

For Basic Earning Per share 2753440For Diluted Earning Per Share 2753440

Basic 219Diluted 219

8 Balance confirmation letters have been obtained from some of the parties on test check basis9 Figures of Previous year have been re-grouped and re classified wherever necessary in order to

conform to the current years presentation

As per our report of even date

No of Equity Share (Face value Rs 10- each)

Detail of transaction for the financial year 2015-16

Earning Per Share

61 HIRA AUTOMOBILES LIMITED

Page 11: HIRAAUTOMOBILESLIMITED - bseindia.com · S. Isher Singh Director Mrs. Neha Sidhu Whole time Director Mrs ... Name Rahulinder Singh Sidhu Age 34 Brief Resume Working as Director in

AUDITORSANDREPORTTHEREON

LOANS GUARANTEESANDINVESTMENTS

RELATEDPARTYTRANSACTIONS

CONSERVATIONOFENERGY TECHNOLOGYABSORPTIONANDFOREIGNEXCHANGEOUTGO

RISKMANAGEMENT

DIRECTORSANDKMP

DEPOSITS

Ms Pankaj Chugh amp Associates Chartered Accountants Patiala was appointed as Statutory Auditors for a

period of three years in the Annual General Meeting held on 30 September 2014 Their continuance of

appointment and payment of remuneration are to be confirmed and approved in the ensuing Annual General

Meeting There are no qualifications or adverse remarks in the Auditors Report which require any clarification

explanation The Notes on financial statements are self-explanatory and needs no further explanation Further

the Auditors Report for the financial year ended 31st March 2016 is annexed herewith for your kind perusal and

information

There were no loans guarantees or investments made by the Company under Section 186 of the Companies

Act 2013 for third party during the year under review and hence the said provision is not applicable

The Company has entered into various Related Parties Transactions as defined under Section 188 of the

Companies Act 2013 with related parties as defined under Section 2 (76) of the said Act Further all the

necessary details of transaction entered with the related parties are attached herewith in Form NoAOC-2 for

your kind perusal and information

The Information pursuant to Section 134(3) (m) pertaining to Conservation of Energy Technology Absorption

and Foreign Exchange Outgo is provided in annexure herewith

The Company has insurance policy for all the assets of the Company and all the insurance policies are renewed

well in advance

During the current financial year the following changes have occurred in the constitution of Board of Directors

and KMP of the company

The company has not accepted or renewed any deposits during the year and there are no unclaimed or unpaid

deposits at the end of the financial year

th

12

SNo Name Designation AppointmentResign Date of cessation1 Ramesh Kumar Director Resigned 31122015

HIRA AUTOMOBILES LIMITED

CORPORATESOCIALRESPONSIBILITY

RATIOOFREMUNERATIONTOEACHDIRECTOR

ANNUALEVALUATION

CORPORATEGOVERNANCE

INDEPENDENTDIRECTORSANDDECLARATION

The company does not meet the criteria of Section 135 of Companies Act 2013 read with the Companies(Corporate Social Responsibility Policy) Rules 2014 so there is no requirement to constitute Corporate SocialResponsibility Committee

The information required pursuant to Section 134(3) and Section 197(12) read with Rule 5 (1) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employees of the Companyand Directors is attached herewith Further information required under Rule 5 (2) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is nil as no employee of the Company isin receipt of remuneration as stated therein

Pursuant to the provisions of the Companies Act 2013 the Board has carried out an annual performanceevaluation of its own performance the directors individually as well as the evaluation of the working of its AuditNomination amp Remuneration Committee A separate exercise was carried out to evaluate the performance ofindividual Directors including the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgment safeguarding the interest of the Company and itsminority shareholders etc The performance evaluation of the Independent Directors was carried out by theentire Board The performance evaluation of the Chairman and the Non Independent Directors was carried outby the Independent Directors who also reviewed the performance of the Secretarial Department

Report on Corporate Governance along with the Certificate of Ms Pankaj Chugh amp Associates CharteredAccountants Patiala Statutory Auditors of the Company confirming compliance of conditions of CorporateGovernance asstipulated in the Listing Agreement with the Stock Exchanges forms part of the Board ReportThe information under Schedule V Part II Section II point IV is asunder

Shri Isher Singh Smt Rajbir Kaur and SmtRupinder Kaur were appointed as independent directors byshareholders on 30 September 2014 as per Section 149(10) of the Companies Act 2013 for a term of 5consecutive years on the Board of the Company The Board of Directors of the Company hereby confirms that allthe Independent directors duly appointed by the Company have given the declaration and they meet the criteriaof independence as provided under section 149(6) of the Companies Act 2013

a) Theremunerationpackageof thedirectorsareasfollows

13

Salary Rs 96000000 Rs 84000000

Bonus 000 000

Stock Options 000 000

Pension 000 000

HIRA AUTOMOBILES LIMITED

NOMINATIONANDREMUNERATIONCOMMITTEE

REMUNERATIONPOLICY

As per the section 178(1) of the Companies Act 2013 the Companys Nomination and Remuneration Committeecomprises of three Non-executive Directors The table sets out the composition of the Committee as on31032016

The date of meetings of committee and attendance of members is given in report on corporate governanceattached with the report

The Terms of Reference of the Nomination and Remuneration Committee are as under1 To identify persons who are qualified to become Directors and who may be appointed in senior management

in accordance with the criteria laid down recommend to the Board their appointment and removal and shallcarry out evaluation of every Directors performance

2 To formulate the criteria for determining qualifications positive attributes and independence of a Directorand recommend to the Board a policy relating to the remuneration for the Directors Key ManagerialPersonnel and other employees

3 The Nomination and Remuneration Committee shall while formulating the policy ensure thata The level and composition of remuneration is reasonable and sufficient to attract retain and motivate

Directors of the quality required to run the Company successfullyb Relationship of remuneration to performance is clear and meets appropriate performance benchmarks

andc Remuneration to Directors Key Managerial Personnel and senior management involves a balance

between fixed and incentive pay reflecting short and long-term performance objectives appropriate to theworking of the company and its goals

4 Regularly review the Human Resource function of the Company5 Discharge such other function(s) or exercise such power(s) as may be delegated to the Committee by the

Board from time to time6 Make reports to the Board as appropriate7 Review and reassess the adequacy of this charter periodically and recommend any proposed changes to

the Board for approval from time to time8 Any other work and policy related and incidental to the objectives of the committee as per provisions of the

Act and rulesmade there under

The remuneration paid to Executive Directors is recommended by the Nomination and RemunerationCommittee and approved by Board in Board meeting subject to the subsequent approval of the shareholders atthe General Meeting and such other authorities as may be required The remuneration is decided afterconsidering various factors such as qualification experience performance responsibilities shouldered industrystandards aswell as financial position of the Company

The Non Executive Directors have not been paid any Sitting Fees during the year

Termsof Reference

`

RemunerationtoExecutiveDirectors

RemunerationtoNonExecutiveDirectors

14

Isher Singh Chairman Independent Non ExecutiveRupinder Kaur Member Independent Non ExecutiveRajbir Kaur Member Independent Non Executive

HIRA AUTOMOBILES LIMITED

AUDITCOMMITTEE

SECRETARIALAUDITREPORT

VIGILMECHANISM

SHARESa BuyBackofSecurities

b Sweat Equity

c BonusShares

d EmployeesStockOptionPlan

ORDEROFCOURT

DETAILSOFADEQUACYOFINTERNALFINANCIALCONTROLS

SHARESINSUSPENSEACCOUNT

According to Section 177 of the Companies Act 2013 the companys Audit Committee comprised of threedirectors The board has accepted the recommendations of the Audit Committee The table sets out thecomposition of the Committee as on 31032016

The date of meetings of committee and attendance of members is given in report on corporate governanceattached with the report

There are certain observations in the Secretarial Audit Report which require corrective actions and the Board hasgiven necessary instructions in this regard Further the Secretarial Audit Report as provided by Mr RavinderKumar Company Secretary in Practice for the financial year ended 31st March 2016 is annexed herewith foryour kind perusal and information

As per Section 177(9) and (10) of the Companies Act 2013 and as per the Clause 49 of the Listing Agreementthe company has established Vigil Mechanism for directors and employees to report genuine concerns andmade provisions for direct access to the chairperson of the Audit Committee Company has formulated thepresent policy for establishing the vigil mechanism Whistle Blower Policy to safeguard the interest of itsstakeholders Directors and employees to freely communicate and address to the Company their genuineconcerns in relation to any illegal or unethical practice being carried out in the Company

The Company has not bought back any of itssecurities during the year under review

The Company has not issued any Sweat Equity Sharesduring the year under review

No Bonus Shares were issued during the year under review

The Company has not provided any Stock Option Scheme to the employees

There is no significant and material order passed by the regulators or courts or Tribunals impacting the goingconcern status and companys operation in future

Internal Financial Controls are adequate and are in consonance with the size and operations of the Company

i Aggregate number of shareholders and the outstanding shares in the suspense account lying at the

15

Isher Singh Chairman Independent Non ExecutiveRupinder Kaur Member Independent Non ExecutiveRajbir Kaur Member Independent Non Executive

HIRA AUTOMOBILES LIMITED

ii Number of shareholders who approached issuer for transfer of shares fromsuspense account during theyear=nil

iii Number of shareholders to whomshareswere transferred fromsuspense account during the year=niliv Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end

of the year=nil

i Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account atthe beginning of the year=nil

ii Number of shareholders who approached the issuer for transfer of shares from the Unclaimed SuspenseAccount during the year=nil

iii Number of shareholders to whom shares were transferred from the Unclaimed Suspense Account during theyear=nil

iv Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account atthe end of the year=nil

The material variations between the projectionsand the actual utilization are not applicable

The Code of Conduct of Hira Automobiles Limited is attached herewith

Management Discussion and Analysis Report is attached herewith

The Company has in place `Prevention of Sexual Harassment Policy` This Anti-Sexual Harassment policyof the Company is in line with the requirements of The Sexual Harassment of Women at the Workplace(Prevention Prohibition amp Redressal) Act 2013 All employees (permanent contractual temporary andtrainees) are covered under this policy An Internal Complaints Committee (ICC) is in place to redresscomplaints received regarding sexual harassment The following is a summary of sexual harassmentcomplaints received and disposed off during the year - No of complaints received Nil -No of complaintsdisposed off NA

Your Directors wish to express their grateful appreciation to the continued co-operation received from theBanks Government Authorities Customers Vendors and Shareholders during the year under review YourDirectors also wish to place on record their deep sense of appreciation for the committed service of theExecutives staff and Workers of the Company

SHARESINUNCLAIMEDSUSPENSEACCOUNT

MATERIALVARIATIONS

CODEOFCONDUCT

MANAGEMENTDISCUSSIONANDANALYSISREPORT

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION PROHIBITION ampREDRESSAL) ACT 2013

ACKNOWLEDGEMENT

16 HIRA AUTOMOBILES LIMITED

17

FORM NO MGT-9

i CIN L50101CH1989PLC009500

ii Registration Date 06071989

iii Name of the Company Hira Automobiles Limited

iv CategorySub-Category of the Company Indian Non Government Company

v Address of the Registered office and contact details 0598 Sector 18-B Chandigarh 160018Tele - 0175-2209100101102

vi Whether listed company Yes

vii Name Address and Contact details of Registrarand Transfer Agent If any

Ms Beetal Financial amp Computer ServicesPrivate LimitedBeetal House 3rd Floor99 Madangir BehindLocal Shopping Center Near Data HarsukhdasMandir New Delhi-110062 Ph 011-2996128182FAX011-29961284

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 or more of the total turnover of the company shall be stated-

1 Selling of Cars spare parts accessories etc 100NA

III PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

1 NIL NIL NIL NIL NIL

[Pursuant to section 92(3) of theCompanies Act 2013 and rule12(1) of the Companies (Mangementand Administration) Rules 2014]

I REGISTRATION AND OTHERS DETAILS

HIRA AUTOMOBILES LIMITED

18

Demat Physical Total of TotalShares

Demat Physical Total ofTotal

Shares

1) IndianIndividualHUF

2635700 2635700 9572 2635700 2635700 9572

CentralGovtState

Govt(s)Bodies CorpBanks FIAny Other

2635700 2635700 9572 2635700 2635700 9572

NRIs-IndividualsOther-

IndividualsBodies CorpBanks FIAnyOtherhellip

PublicShareholding

MutualFundsBanks FI

i Category-Wise Share Holding

Sub-Total)A)(2)

Central Govt

iv Shareholding Pattern (Equity Share Capital Breakup as percentage of Total Equity)

a) State Govt(s)b)Venture Capital

Funds

c) InsuranceCompanies

HIRA AUTOMOBILES LIMITED

19

d)FIIse)Foreign Venture

Capital Fundsf) Others (specify)

Sub-total(B)(1)

2 Non Institutionsa) Bodies Corp

(i) Indian

(ii) Overseas

500 500 002 500 500 002

(ii) Individual

(i) Individualshareholders

holding nominalshare capital uptoRs 2 lakh

116740 116740 424 116740 116740 424

shareholdersholding nominalshare capital inexcess of Rs 1lakh

c) Others(Specify)-NRI

500 500 002 500 002

Sub-total(B)(2) 117740 117740 428 117740 428TotalPublicShareholding(B)=(B)(1)+(B)(2)

117740 117740 428 117740 428

CShares heldby

CustodianforGDRsampADRsGrandTotal

(A+B+C) 2753440 2753440 100

500

117740

117740

2753440 2753440 100

b) Individuals

HIRA AUTOMOBILES LIMITED

20

Sr

No

Shareholderrsquos

Name

Shareholding at the beginning of the

year

Shareholding at the end of the year

No ofShares

of totalShares ofthecompany

of SharesPledged encumberedto totalshares

No ofShares

1 Rajinder KaurBhattal

826000 3000 000 826000

2 Kuldeep SinghBhattal

272100 988 000 272100

3 RahulinderSingh Sidhu

270000 981 000 270000

4 Simran Bajwa 265000 962 000 2650005 D S Sangha 51600 187 000 516006 Preet Sangha 25400 092 000 254007 Vikram Bajwa 24700 090 000 247008 Manjeet Kaur

Sangha862900 3134 000 862900

9 AmandeepSingh Sangha

21600 078 000 21600

10 Karamjit Singh 15400 056 000 1540011 Neha Sidhu 1000 004 000 1000

of totalShares ofthecompany

of SharesPledged encumberedto totalshares

change inshareholdingduring theyear

3000 000 000

988 000 000

981 000 000

962 000 000187 000 000092 000 000090 000 0003134 000 000

078 000 000

056 000 000004 000 000

No of shares No of shares of total sharesof the company

At the beginning of the year NIL NIL NIL NIL

At the End of the year

ii Shareholding of Promoters

iii Change in Promoters Shareholding (please specify if there is no change)

of total sharesof the company

NIL NIL NIL NIL

NIL NIL NIL NIL

Date wise Increase Decreasein Promoters Share holdingduring the year specifying thereasons for increasedecrease (eg allotmenttransfer bonus sweat equityetc)

HIRA AUTOMOBILES LIMITED

21

Indebtedness at thebeginning of the financialyeari) Principal Amountii) Interest due but not paidiii) Interest accrued but not

142138000 8157035200 8299173200

Total(i+ii+iii) 142138000 8157035200 8299173200Change in Indebtednessduring the financial year- Addition- Reduction (142138000)

2761646100(142138000)

Net Change (142138000) 2761646100 2619508100

Indebtedness at theend of the financial yeari) Principal Amountii) Interest due but not paidiii) Interest accrued but notdue

- 10918681300 10918681300

Total (i+ii+iii) - 10918681300 10918681300

iii INDEBTEDNESSIndebtedness of the Company including interest outstandingaccrued but not due for payment

2761646100

HIRA AUTOMOBILES LIMITED

22

Stock Option 000 000 000

Sweat Equity 000 000 000

Commission- as of profit- others specify

000 000 000

Others please specify 000 000 000

Total(A) 84000000 96000000 180000000

Ceiling as per the Act

REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A Remuneration to Managing Director Whole-Time Directors andor Manager

NEHA SIDHU RAHULINDERSINGH SIDHU

(b)Value of perquisites us17(2) Income-tax Act1961

( )17 3 Income- taxAct1961 000 000

Gross salary(a)Salary as per provisions contained

1961

84000000 96000000 180000000

(c)Profits inlieu of salary under section

000

000

000 000

in section17(1) of the Income-tax Act

HIRA AUTOMOBILES LIMITED

23

Independent DirectorsmiddotFee for attending board committee meetings

middotCommission

middotOthers please specify

NIL NIL NIL NIL NIL

Total(1) NIL NIL NIL NIL NILOther Non-Executive Directors

middotFee for attending board committee meetingsmiddotCommissionmiddotOthers please specify

NIL NIL NIL NIL NIL

Total(2) NIL NIL NIL NIL NIL

Total(B)=(1+2) NIL NIL NIL NIL NIL

Total Managerial Remuneration NIL NIL NIL NIL NIL

Over all Ceiling as per the Act NIL NIL NIL NIL NIL

CEO Company CFO TotalSecretary

Gross salary(a)Salary as per provisionscontained in section17(1)of

the Income tax Act 1961

000 000 285487 285487

000 000 000 000

Sweat Equity 000 000 000 000

- (b)Value of perquisites us

17(2)Income-taxAct1961

000

000

000

000

000

000

000

000

Commission- as of profit-others specifyhellip

000 000 000 000

Others please specify 000 000 000 000

Total 000 000 285487 285487

C Remuneration to Key Managerial Personal Other Than MDManagerWTD

(C)Profits inlieu of salary undersection 17(3) Income-taxAct 1961

Sweat EquityStock Option

IV PENALTIESPUNISHMENTCOMPOUNDINGOFOFFENCES--------------------------------------------NIL---------------------------------------

HIRA AUTOMOBILES LIMITED

B Remuneration to other directors

24

Parti culars Details

A Name(s) of the related party and nature of relationship Rahul Sidhu Enterprises Pvt Ltd

B Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not SpecifiedD Salient terms of the contracts or arrangements or transactions

including the value if anyAt bank rate of Interest

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the Board 30042015G Amount paid as advances if any 226620-

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

2 Details of contracts or arrangements or transactions not at arms length basis

Par t i cul ars Details

A Name(s) of the related party and nature of relationship RSG Studios Pvt Ltd

B Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not Specified

D Salient terms of the contracts or arrangements or transactionsincluding the value if any

At bank rate of Interest

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the Board 30042015

G Amount paid as advances if any 971927-

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

HIRA AUTOMOBILES LIMITED

NA

NA

CONSERVATIONOFENERGY TECHNOLOGYABSORPTIONANDFOREIGNEXCHANGEOUTGO

(A) Conservationof energy

(B) Technologyabsorption

(C) ForeignexchangeearningsandOutgo

Steps taken impact on conservation of energy with special reference to the following(i) Steps taken by the company for utilizing alternate sources of energy including waste generated - NIL(ii) Capital investment on energy conservation equipment - NIL

1 Efforts in brief made towards technology absorption - NIL2 Benefits derived as a result of the above efforts eg product improvement cost reduction product

development import substitution etc - NIL3 In case of imported technology (imported during the last 3 years reckoned from the beginning of the

financial year) following information may be furnished(a) Details of technology imported - NIL(b) Year of import - NIL(c) Whether the technologybeen fully absorbed- NIL(d) If not fully absorbed areaswhere absorption hasnot taken place and the reasons therefore- NIL

4 Expenditure incurred on Research and Development

25

Earnings NIL

Outgo NIL

including the value if any

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the BoardG Amount paid as advances if any Nil

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

A Name(s) of the related party and nature of relationship Pacific Finlease Pvt LtdB Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not Specified

D Salient terms of the contracts or arrangements or transactions At bank rate of Interest

NA

HIRA AUTOMOBILES LIMITED

26

RATIOOF REMUNERATION

(i) the ratio of the remuneration of each director to the median remun--eration of the employees of the company for the financial year

4701

(ii) the percentage increase in remuneration of each director Chief FinancialOfficer Chief Executive Officer Company Secretary or Manager if anyin the financial year

Nil

(iii) the percentage increase in the median remuneration of employees inthe financial year

Nil

(iv) the number of permanent employees on the rolls of company 866(v) the explanation on the relationship between average increase inremuneration and company performance

NA

(vi) comparison of the remuneration of the Key Managerial Personnelagainst the performance of the company

As per individual performance

Nil

(viii) average percentile increase already made in the salaries of employeesother than the managerial personnel in the last financial year and itscomparison with the percentile increase in the managerial remunerationand justification thereof and point out if there are any exceptionalcircumstances for increase in the managerial remuneration

Nil

(ix) comparison of the each remuneration of the Key Managerial Personnelagainst the performance of the company

As per individual performance

(x) the key parameters for any variable component of remuneraavailed by the directors

tion Nil

(xi) the ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess ofthe highest paid director during the year

Nil

(xii) Affirmation that the remuneration is as per the remuneration policyof the company

Yes

Vii) Variations in the capitalisation of the company price earningsratio as at the closing date of the current financial year and previousfinancial year and percentage increase over in the marketquotations of the shares of the company in comparison to the rate atwhich the company came out with last public offer incase of listecompanies and in case of unlisted companies the variations in the networth of the company as at the close of the current financial year andprevious financial year

HIRA AUTOMOBILES LIMITED

27 HIRA AUTOMOBILES LIMITED

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee StockPurchase Scheme) Guidelines 1999

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)

Regulations 1993 regarding the Companies Act and dealing with client(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009 and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998

(vi) Factories Act 1948 The Punjab Shops and Commercial Establishments Act 1958 The Payment of WagesAct 1936 The Minimum Wages Act 1948 Employees State Insurance Act 1948 The EmployeesProvident Fund amp Miscellaneous Provisions Act 1952 Payment of Bonus Act 1965 The Payment ofGratuity Act 1972 The Industrial Employment (Standing Orders) Act 1946 The Employment Exchange(Compulsory Notification of Vacancies) Act 1956 The Environment (Protection) Act 1986 The HazardousWastes (Management Handling amp Trans boundary Movement) Rules 2008 The Water (Prevention ampControl of Pollution) Act 1974 The Air (Prevention amp Control of Pollution) Act 1981 and The Punjab LabourWelfare Fund Act 1965

I have also examined compliance with the applicable clauses of the following

(i) Secretarial Standards issued by The Institute of Company Secretaries of India(ii) The Listing Agreement entered into by the Companywith BSE Limited

During the period under review the Company has complied with the provisions of the Act RulesRegulations Guidelines Standards etc mentioned above except to the extent as mentioned below

1 That Company has not complied with Regulation 38 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 relating to maintaining of minimum publicshareholding by a listed Company

2 That Company Secretary of the Company has resigned and new Company Secretary is to be appointed asrequired under Section 203 of The Companies Act 2013

3 That Company has not deducted and deposited labour welfare fund as required under The Punjab LabourWelfare Fund Act 1965

4 That Statutory bonus as required under Payment of Bonus Act 1965 has not been paid by the Companyduring the year

5 That there are related party transactions which are not in ordinary course of business and which are not atarms length basis

6 That there is carry forward of loans given to parties which are covered under section 185 of the CompaniesAct 2013

7 That the Company has 14 locations and some locations need to get registration under The Punjab Shopsand Commercial Establishments Act 1958 and some locations require factory license under Factories Act1948 whereas some locations require consent authorization for operation of a facility under pollution lawsand The Hazardous Wastes (Management Handling amp Trans boundary Movement) Rules 2008

8 That the periodical returns required to be filed under The Employment Exchange (Compulsory Notificationof Vacancies) Act 1956 has not been filed and are pending

I further report thatThe Board of Directors of the Company is duly constituted with proper balance of Executive Directors NonExecutive Directors and Independent Directors The changes in the composition of the Board of Directors thattook place during the period under review were carried out in compliance with the provisions of the Act

-

28 HIRA AUTOMOBILES LIMITED

Adequate notice is given to all directors to schedule the Board Meetings agenda and detailed notes on agendawere sent at least seven days in advance and a system exists for seeking and obtaining further information andclarifications on the agenda items before the meeting and for meaningful participation at the meeting

Majority decision is carried through while the dissenting members views are captured and recorded as part ofthe minutes

I further report that there are adequate systems and processes in the company commensurate with the size andoperations of the company to monitor and ensure compliance with applicable laws rules regulations andguidelines

This report is to be read with our letter of even date which is annexed as and forms an integralpart of this report

29 HIRA AUTOMOBILES LIMITED

30 HIRA AUTOMOBILES LIMITED

HIRA AUTOMOBILES LIMITEDCODEOF CONDUCT

PERSONTOWHOMTHECODEISAPPLICABLE

( ) GENERALSTANDARDOFCONDUCT

( ) APPLICABLELAWS

( ) CONFLICTOFINTEREST

( ) PROTECTINGCONFIDENTIALINFORMATION

This code is applicable to the following persons (hereinafter referred to as Officers of the company)-All the Board Members-The entire Core group Members of the Companyand heads of the department

1 Officers are expected to exercise good judgment to ensure the safety and welfare of employees consumerscustomers suppliers shareholders lenders and other stakeholders and to maintain a co-operativeefficient positive harmonious and productive work environment practice integrity in inter-personalrelationships work on the principal of mutual trust transparencyand teamwork

2 Officers are expected to acquire and maintain professional competence3 Officers are expected to observe discipline and conduct themselves both on and off-duty in a manner to

uphold the high image of the company4 Officers are expected to assist the company in identifying controlling mitigating and managing business

risks within the companys risk management policy framework5 Officers are expected to assist the company in providing to its employees a work environment free of

harassment and free of discrimination based on race religion creed color physical or mental disability agesex etc

6 Officers should not engage in selling or distribution or be in possession of or use narcoticspsychotropicdrugs or be under influence of alcohol while on duty

7 As Officers represent the Company before the public and various authorities they are expected to dressneatly and appropriately in a manner consistent with the nature of their work and the image of the company

8 Officers should not claim from the company unauthorized personal expenses9 Customersupplierinvestor Relationships- Officers who need to deal with customers suppliers and investors

should understand that they are dealing and therefore should uphold the image and goodwill generated andbuilt-up by the Companyover the year

Officers must acquire adequate Knowledge of all the applicable laws rules regulations order and notificationsunder regulatory framework as applicable to their functions and duties and should follow and comply with thesame and avoid violation breach or infringement thereof

Officers of the Company will avoid conflict of interest Conflict of interest is said to exit when personal interest mayhave a potential conflict with the interest of the company at large Where any transaction involves conflict ofinterest prior approval of the Managing Directors Executive Director and in case of a Director of the Boardshould be obtained

The Companys confidential information is a vita and asset It may relate to product product formula processproduct plans and road maps cost and financial information information as to customers suppliers dealers andemployees business arrangements and agreements as well as to patents trademarks copyrights and tradesecrets For the purpose of this Code confidential information would also include the information obtained by theCompany from a third party under a Non Disclosure Agreement Such confidential information should beprotected and safeguarded against unauthorized personal use and should not be disclosed to any one expect (i)with prior authorization (ii) in the ordinary course of carrying on the business of the Company In the course ofconducting the Companys Business Officers may come in possession of confidential information about itsemployees customers suppliers etc Officers should handle the same with utmost responsibility and prevent itsmisuse

I

II

III

IV

31 HIRA AUTOMOBILES LIMITED

( ) PREVENTIONOFINSIDERTRADING

( ) COMPANYSASSETS

( ) NONCOMPLIANCE

( ) ANYAMENDMENTSORMODIFICATIONTOTHECODEOFCONDUCT

( )ACKNOWLEDGEMENTOFRECEIPTOFCODEOFCONDUCTANDETHICS

1 COMPANY PHILOSOPHY ONCODEOF GOVERNANCE

2 BOARDOF DIRECTORS

V

VI

VII

VIII

IX

Officers are privy to price sensitive inside information and should not use it to make personal gains TheCompany has framed Code of Conduct for prevention of insider trading in the Securities of the CompanyOfficers should follow the same in letter and spirit

Protecting and safeguarding the Companys assets and properties and preventing their unauthorized usepersonal use is one of the key and prime responsibility of Officers Officers are personally responsible of theCompanys funds under their control Officers should use electronic communication facilities like e-mail Internetetc in a legal ethical and appropriate manner and not expose the Company to liability resulting from the illegalunauthorized or unethical use thereof

In case of non-compliance of any of the provisions of this Code of conduct the same shall be reported to theChairman of the Board of Directors of the Company

This Code of Conduct is subject to modification The Board of Directors has the requisite power and the authorityto update and amend the Code of Conduct from time to time

I have received and read the Companys Code of Conduct and Ethics and have understood the standards andpolicies contained therein I agree to comply with the Companys Code of Conduct and Ethics I hereby affirm tothe Company compliance with the Code Conduct and Ethics on an annual basis and also undertake to renewsuch affirmation in the first weekof April every year

Pursuant to Regulation 34 read with Schedule V to the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 a Report on Corporate Governance is givenbelow

The report on Corporate Governance is requirement under Listing Agreement entered into with stockExchange and forms part of the report of the Board of Directors to the shareholders of the Company Thisreport gives an insight into the organizational structure of the Company The vision of the company is to be afinancially sound profitable growth oriented company committed to building and maximizing sustainablevalue for all the shareholders In its endeavor to attain the goal visualized the company is laying maximumemphasis on the effective system of Corporate Governance

(a) CompositionThe present strength of Board of Directors of the Company is five comprising of two Promoter Directors and threeIndependent Directors having diversified professional experience Out of total strength of five Directors two areexecutive and three are Non-Executive The composition of Board of Directors as on 31 March 2016 is asunder

REPORT OF THEBOARDOFDIRECTORS ONCORPORATEGOVERNANCE

st

32 HIRA AUTOMOBILES LIMITED

SN Name DIN Designation Nature of Directorship

1 Rahul Inder SinghSidhu

00447452Chairman and ManagingDirector

Promoter Executive

2 Neha Sidhu 00460875 Whole-time director Promoter Executive

3 Isher Singh 02990779 Director Independent Non Executive4 Rajbir Kaur 06397998 Director Independent Non Executive

5 Rupinder Kaur 06403845 Director Independent Non Executive

6 Ramesh Kumar 00126036 Director Independent Non Executive

Sh Ramesh Kumar has resigned on 31122015 from the office of Director(b) Attendance of each Director at the Board Meetings held during the year 2015-16 and last Annual General

Meeting and number of other Boards or Board Committees in which heshe is a member is as under-

The detail of number of shares and convertible instruments held by non ndash executive directors is given asbelow

Shri Rahulinder Singh Sidhu Managing Director of the Company and Smt Neha Sidhu Whole Time Director on theBoard of Directors are related to each other as husband and wife

(c) During the year fifteen meetings of the Board ofDirectors were held on the following dates-

The familiarization programme imparted to independent directors is disclosed on weblinkof the Company

wwwhiraautomobilescom

33

30042015 30052015 31052015 21072015 31072015 15092015

30092015 31102015 02112015 30112015 02012016 0202201615022016 22022016 10032016

SN Name of non ndash executive Director No of Equity Shares Held No of convertibleinstruments Held

1 Rajbir Kaur Nil NA

2 Rupinder Kaur Nil NA3 Isher Singh Nil NA

Total Nil NA

SN

Name of Director No of BoardMeeting attended

No of otherDirectorship

Membershipin other

Committees

Attendance atlast AGM

1 Rahulinder Singh Sidhu 15 4 - Yes

2 Neha Sidhu 12 4 - Yes

3 Isher Singh 12 - 3 -

4 Rajbir Kaur 6 - 3 -

5 Rupinder Kaur 6 - 3 -

6 Ramesh Kumar 1 4 - -

HIRA AUTOMOBILES LIMITED

34

3 AUDITCOMMITTEE

4NOMINATIONANDREMUNERATIONCOMMITTEE

Remunerationpolicy

The terms of reference of the audit committee include all the matters as provided under Section 177 (4) of TheCompanies Act 2013 and the rules made there under and SEBI (LODR) Regulations 2015

As on 31 March 2016 In compliance with the provisions of Section 177(2) of the Companies Act 2013 AuditCommittee comprises of three Non-Executive Independent Directors five meetings of Audit Committee wereheld during the year under consideration on following dates

The details of members of the audit committee and their attendance is as under-

The terms of reference of Nomination and Remuneration Committee covers all the matters provided under theCompanies Act 2013 and the rules made there under and SEBI (LODR) Regulations 2015

As on 31 March 2016 in compliance with the provisions of Section 178(1) of the Companies Act 2013Nomination and Remuneration Committee comprises of three Non-Executive Independent Directors Twomeetings of Nomination and Remuneration Committee were held during the year under consideration on 30May 2015 and 10 March 2016The details of members of the audit committee and their attendance is as under-

Remuneration policy ensures that the level and composition of remuneration is reasonable and sufficient toattract retain and motivate directors of the quality required to run the company successfully and that relationshipof remuneration to performance is clear and meets appropriate performance benchmarks and that remunerationto directors key managerial personnel and senior management involves a balance between fixed and incentivepay reflecting short and long-term performance objectives appropriate to the working of the company and itsgoals

CompositionandMeetings

CompositionandMeetings

st

st

th

th

30052015 31072015 31102015 15022016 28032016

Name of Directors Position held in theCommittee

Category MEETINGSHeld Attended

Isher Singh Chairman Independent NonExecutive

Five Five

Rupinder Kaur Member Independent NonExecutive

Three Three

Rajbir Kaur Member Independent NonExecutive

Three Three

Name of Directors Position held in theCommittee

Category MEETINGS

Held Attended

Isher Singh Chairman Independent NonExecutive

Two Two

Rupinder Kaur Member Independent Non

Executive

Two Two

Rajbir Kaur Member Independent NonExecutive

Two Two

HIRA AUTOMOBILES LIMITED

35

5 REMUNERATIONOFDIRECTORS

6 STAKEHOLDERS GRIEVANCECOMMITTEE

7 GENERALBODYMEETINGS

There is no pecuniary relationship or transaction of the company with its independent directors other thanpayment of sitting fee to them for attending Board and Committee meetings Following Executive Directors werepaid as per detail given below

and no commission on profits is paid to any of the Directors No stock option has been given to any of theDirectors including Executive Directors

As on 31 March 2016 in compliance with the requirement of Section 178(5) of The Companies Act 2013Stakeholder Relationship Committee comprises of three Non-Executive Independent Directors to consider andresolve the grievances of security holders of the companyper detail given below

Sh Rahul Inder Singh Sidhu Managing Director has been appointed as Compliance officer for the purpose ofcomplying with various provisions of the Guidelines Regulations issued by Securities and Exchange Board ofIndia Listing Agreement with Stock Exchanges

The Company has not received any complaint during the year from the shareholders and there is no pendingcomplaint with the Company

(i) Location and time where last three Annual General Meetings were held is given below-

(i) Compositionst

(ii) ComplianceOfficer

(iii) Complaints

SN

NAME OFDIRECTOR

DESIGNATION SALARY Rs BENEFITS BONUS STOCKOPTIONS

PENSION

1 RahulinderSingh Sidhu

ManagingDirector

960000- - - - -

2 Neha Sidhu Whole TimeDirector

840000- - - - -

Name Category Designation

Isher Singh Independent Non Executive Chairman

Rupinder Kaur Independent Non Executive Member

Rajbir Kaur Independent Non Executive Member

Financial Year Date Time Venue

2012-13 30092013 1100 A M 20 Sector 8A Chandigarh 1100022013-14 30092014 500 PM 20 Sector 8A Chandigarh 110002

2014-15 30092015 500 PM 20 Sector 8A Chandigarh 110002

HIRA AUTOMOBILES LIMITED

36

(ii) Following Special Resolutions were passed in the previous 3 Annual General Meeting

(iii) No special resolution has been passed last year through postal ballot and no special resolution isproposed to be conducted through postal ballot

Quarterly results are normally published in the newspapers and also sent to BSE Limited Physical copy ofannual report which inter alia includes the Directors Report Corporate governance report Audited AccountsCash Flow Statements etc was sent to shareholders by post and also to BSE Limited The quarterly results andannual report isalso available on companys website at under investors section

Date 30092016 Time 0500 PM Day Friday and Venue Registered Office of the Company at 0598 Sector18B Chandigarh 160018

The companys Financial Year starts from 1 April every year and conclude on 31 March next year

The Register of Members and the Share Transfer Books of the Company shall remain closed from 29 day ofSeptember 2016 to 30 day of September 2016 (both days inclusive)

No dividend has been recommended by the Board this year and therefore information under this sub clause is nil

The shares of the Company are listed at BSE Limited only as other regional stock exchanges viz Delhi StockExchange Association Limited Ludhiana Stock Exchange Association Limited and Ahmedabad StockExchange Limited had been de-recoganised in the process of de-recoganition by Securities and ExchangeBoard of India The Company haspaid listing fee to BSE Limited

The Stock Code of the Company on BSE Limited is 531743

There was no trading of shares of the Company and no market price data is available Further Securities of theCompany were not suspended from trading by BSE Limited during last year

The Company has appointed Ms Beetal Financial amp Computer Services Private Ltd New Delhi as CommonAgency (RTA) for Share Transfer work in both modes physical as well as electronically Detail of RTA is as underMs Beetal Financial amp Computer Services Private LimitedBeetal House 3 Floor99 Madangir Behind Local Shopping Center Near Data Harsukhdas MandirNewDelhi- 110062 Ph 011-2996128182 Fax 011-29961284

The companys shares in dematerialized form transferable through depository system and Shares in physicalform are processed by Ms Beetal Financial amp Computer Services Private Limited The Board has authorised ShRahulinder Singh Sidhu Managing Director of the company to approve share transfers and matter relatedtherewith

8 MEANSOFCOMMUNICATION

9 GENERALSHAREHOLDERINFORMATIONAnnual General Meeting

Financial Year

BookClosure

Dividend

Listing

StockCode

StockMarket Data

Registrar andShareTransfer Agents

ShareTransfer System

wwwhiraautomobilescom

st st

th

th

rd

30092013 Nil

30092014 1 Approval for Borrowing Money in excess of the aggregate of the paid up share capital andfree reserves of the Company 2 Amendments in Articles of Association

30092015 Nil

HIRA AUTOMOBILES LIMITED

37

ReconciliationofShareCapital Audit

Distribution of shareholding

Dematerializationof sharesandliquidity

GDRsADRs

Mr Ravinder Kumar Practising Company Secretary carries out the Reconciliation of Share Capital Audit asmandated by SEBI and reports on the reconciliation of total issued and listed Capital with that of total sharecapital admitted held in dematerialized form with NSDL and CDSL and those held in physical form This audit iscarried out on quarterly basis and the report thereof is submitted to the Stock Exchanges

Detail of distribution of share holding of equity share of the Company by size and ownership class as on31032016 is given as under

The Shares of the company have not been traded on stock exchange during the period under review TheCompany has not been allotted ISIN and number of shares held in dematerialized formis nil

The Company has not issued any GDRsADRsWarrants or any Convertible instruments

UP TO 5000 129 6293 38840 38840000 14106

5001 TO 10000 49 2390 44500 44500000 16162

10001 TO 20000 7 341 10000 10000000 0363220001 TO 30000 4 195 9000 9000000 03269

30001 TO 40000 2 098 6800 6800000 02470

40001 TO 50000 1 049 4400 4400000 01598

50001 TO 100000 1 049 5200 5200000 01889

100001 AND ABOVE 10 585 2634700 2634700000 956876

Indian Promoter-IndividualHUF 11 2635700 9572

Non Resident Individual 1 500 002

Bodies Corporate 1 500 002

Resident Individuals-HUF 190 116740 424

HIRA AUTOMOBILES LIMITED

38

Plant ShowroomLocationsShowroom Locations

Address for correspondence

Related Party Transactions

Compliance

Vigil Mechanism

WhistleBlower Policy

Mandatory Requirements

1 Hira Automobiles Limited Rajbaha Road Patiala Ph No 0175-22091002 Hira Automobiles Limited Malout Road Muktsar Ph No 01633-2620203 Hira Automobiles Limited Village Bhadak Rajpura Ph No 01762-2448814 Hira Automobiles Limited Radha Swami Satsang Road Nabha PhNo 01765-5059595 Hira Automobiles Limited Muktsar Road Malout Ph No01637-2637246 Hira Automobiles Limited Patiala Pehowa Road DevigarhPh No0175-26311527 Hira Automobiles Limited Bathinda Malout Road Gidderbaha8 Hira Automobiles Limited Nabha Road Bhadson9 Hira Automobiles Limited Cheeka road Samana

10 Hira Automobiles Limited Malout Road Killianwali

Following is the address for correspondenceRegistered Office ndash Hira Automobiles Limited 0598 Sector 18-B Chandigarh 160018

There are no materially significant related party transactions that may have potential conflict with the interests ofcompany at large There were transactions with related parties at market price at arms length basis which aredisclosed in Form AOC ndash 2 attached herewith The policy on dealing with related party transactions is availableon web link of the Company

The Company has complied with all the provisions of listing agreement and that no penalties and or strictureshas been imposed on the company by Stock Exchange or SEBI or any statutory authority on any matter relatedto capital markets during the last three years

Detail of Vigil Mechanismis provided in the same heading in Directors Report

Company has formulated the Whistle Blower Policy to safeguard the interest of its stakeholders Directors andemployees to freely communicate and address to the Company their genuine concerns in relation to any illegalor unethical practice being carried out in the Company and that no personnel has been denied access to the auditcommittee

The Company has complied with all the mandatory requirements as stipulated in SEBI (Listing and DisclosureRequirements) Regulations 2015

10 OTHERDISCLOSURES

wwwhiraautomobilescom

HIRA AUTOMOBILES LIMITED

39

MANAGEMENTDISCUSSIONANDANALYSIS REPORT

1 Industrystructureanddevelopment

2 Opportunitiesandthreats

3 Segmentwiseor product wiseperformance

4 Outlook

5 Risksandconcern

6 Internal control systemsandtheir adequacy

HIRA AUTOMOBILES LIMITED

40

7 Discussiononfinancial performancewithrespect tooperational performanceDue to overall recessionary economy and internal competition with the new dealer there has been minoradverse impact on the financial stability of the company with respect to operational performance as the workingcapital limits of the company has increased substantially where as there is no growth in sales In comparison tominor growth in operational performance Profitability of the company has been decreasing during the yearinspite of higher burden of interest expenditure salary and wages and other admistrative expenses

8 HumanRecourses

9 Management of theCompany

Human Resource is considered to be the most prized assetof the company by the management Hence the work-forceis being looked after well and ensured that they remain motivated The 360 degree appraisal system ensures theirsatisfaction and brings out their concerns and bikerings which are addressed by the management immediately Thisimproves the employee-management relationship and makes themwork for the better future of the company

As Company has a large network of branches spread over 14 locations in two district of Patiala and Muktsar eachlocation is being managed by a rich experienced deemed CEO who is also known deemed key managerial personnelAll the branches key Managerial Personnel are reporting directly to CMD sitting at Patiala corporate office of thecompany

HIRA AUTOMOBILES LIMITED

41

COMPLIANCECERTIFICATEBYCHIEFEXECUTIVEOFFICERANDCHIEFFINANCIALOFFICER

We Rahulinder Singh Sidhu Managing Director and Sandeep Rana Chief Financial Officer of the Companyhereby certify thatA We have reviewed financial statements and the cash flow for the year ended 31 March 2016 and that to thebest of our knowledge and belief(1) These statements do not contain any materially untrue statement or omit any material fact or containstatements that might be misleading(2) These statements together present a true and fair view of the company affairs and are in compliance withexisting accounting standards applicable laws and regulationsB There are to the best of our knowledge and belief no transactions entered into by the Company during theyear that are fraudulent illegal or volatile to the companyscode of conductC We accept responsibility for establishing and maintaining internal controls for financial Reporting and that wehave evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting andwe have disclosed to the auditors and the audit committee deficiencies in the design or operation of such internalcontrols if any of which they are aware and the steps they have taken or propose to take to rectify thesedeficienciesD We have indicated to the auditorsand the Audit committee(1) Significant changes in internal control over financial reporting during the year(2) Significant changes in accounting policies during the year and that the same have been disclosed in thenotes to the financial statements and(3) There were no instances of fraud of which they have become aware and the involvement therein of themanagement or an employee having a significant role in the companys internal control system over financialreporting

I Rahulinder Singh Sidhu Managing Director of the Company hereby declare that all Board Members andSenior Management Personnel have affirmed compliance with the code of conduct for the Directors and SeniorManagement Personnel as approved by the Board for the Financial Year ended 31 March 2016

For

st

st

HIRA AUTOMOBILES LIMITED

42

AUDITORS CERTIFICATEONCORPORATEGOVERNANCE

The Board of DirectorsHira Automobiles LimitedChandigarh

We have examined the compliance of conditions of Corporate Governance by Hira Automobiles Limited for thefinancial year ended March 31 2016 as stipulated in the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015

The compliance of conditions of Corporate Governance is the responsibility of the management Ourexamination was limited to procedures and implementation thereof adopted by the company for ensuring thecompliance of the conditions of the Corporate Governance It is neither an audit nor an expression of opinion onthe financial statements of the company

In our opinion and to the best of our information and according to the explanations given to us we certify that thecompany has complied with the conditions of Corporate Governance as stipulated in the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015

We further state that such compliance is neither an assurance as to the future viability of the company nor theefficiency of effectiveness with which the management has conducted the affairs of the company

HIRA AUTOMOBILES LIMITED

43 HIRA AUTOMOBILES LIMITED

4

5

OPINION

REPORTONOTHERLEGALANDREGULATORYREQUIREMENTS

44 HIRA AUTOMOBILES LIMITED

Annexureldquo Ardquoto the Independent Auditors Report on the Standalone Financial Statements of Hira Automobiles Limited(Referred to in paragraph 1 (f) under Report on Other Legal and Regulatory Requirements of our report of evendate)

REPORT ON THE INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING UNDER CLAUSE (i)OF SUBSECTION3 OF SECTION 143 OF THE COMPANIES ACT 2013 (ldquoTHE ACTrdquo)

We have audited the internal financial controls over financial reporting of hira automobiles LIMITED (ldquotheCompanyrdquo) as of March 31 2016 in conjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

The Companys management is responsible for establishing and maintaining internal financial controlsbased onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the ldquoGuidance Noterdquo) issued by the Institute of Chartered Accountants of India These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherence to Companyspolicies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financial information as requiredunder the Companies Act 2013

Our responsibility is to express an opinion on the Companys internal financial controls over financial reportingbased on our audit We conducted our audit in accordance with the Guidance Note and the Standards onAuditing prescribed under Section 143(10) of the Companies Act 2013 to the extent applicable to an audit ofinternal financial controls Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if such controls operatedeffectively in all material respects Our audit involves performing procedures to obtain audit evidence about theadequacy of the internal financial controls system over financial reporting and their operating effectiveness Ouraudit of internal financial controls over financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditors judgement including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internalfinancial controlssystem over financial reporting

MANAGEMENTSRESPONSIBILITYFORINTERNALFINANCIALCONTROLS

AUDITORS RESPONSIBILITY

45 HIRA AUTOMOBILES LIMITED

MEANINGOFINTERNALFINANCIALCONTROLSOVERFINANCIALREPORTING

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVERFINANCIAL REPORTING

OPINION

A companys internal financial control over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles A companys internal financial controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of thecompany (2) provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and that receipts andpayments of the company are being made only in accordance with authorisation of management and directors ofthe company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the companys assets that could have a material effect on the financialstatements

Because of the inherent limitations of internal financial controls over financial reporting including thepossibility of collusion or improper management override of controls material misstatements due to error orfraud may occur and not be detected Also projections of any evaluation of the internal financial controlsover financial reporting to future periods are subject to the risk that the internal financial control over financialreporting may become inadequate because of changes in conditions or that the degree of compliance withthe policies or procedures may deteriorate

in our opinion to the best of our information and according to the explanations given to us the Companyhas in all material respects an adequate internal financial controls system over financial reporting and suchinternal financial controls over financial reporting were operating effectively as at March 31 2016 based onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note

46 HIRA AUTOMOBILES LIMITED

Annexure B To Auditors ReportAnnexure referred to in paragraph 3 of our report of even date

1 (a) The Company has maintained proper records showing full particulars including quantitativedetailsand situation of fixed assets at Corporate Office and in the process of maintaining at outlets

(b) We have been informed that the fixed assets of the company have been physically verified by themanagement at reasonable intervals and no material discrepancies were noticed on such verification

2 (a) As informed to us physical verification of inventory of the company has been conducted by themanagement at reasonable intervals (b) In our opinion and according to the explanations givento us the procedures of Physical verification of inventory followed by the management arereasonable and adequate in relation to the size of the company and the nature of its business

(c) In our opinion and according to the explanations given to us the Company is maintainingproper records of inventory We have been informed that no material discrepancies have been noticedon physical verification as compared to records

3 (a) According to the information and explanation given to us the Company has advanced inter corporatedeposits to three companies covered in the register maintained under section 189 of the CompaniesAct2013 and there is no stipulation as to the time period for recovery of principal and interest amount ofunsecured loan given

(b) Further as there is no stipulation as to the time period for recovery of principal amount ofunsecured loan given we are unable to comment on the overdue amount in respect of thesaid loan

4 In our opinion and according to the information and explanations given to us the Company has compliedwith the provisions of Sections 185 and 186 of the CompaniesAct 2013 in respect of grant of loans makinginvestments and providing guarantees and securities

5 According to the information and explanation given to us the Company has not accepted deposits frompublic Advances from customers for sale of vehicles and against sale promotion schemes run by theCompany to promote its sale are received and paid in the ordinary course of business

6 The maintenance of cost records under section 148(1) of the CompaniesAct 2013 has not been prescribedby the Central government for the Companysince it is not manufacturing Company

7 (a) According to the information and explanations given to us the company is generally regular indepositing all statutory dues including provident fund investor education and protection fundemployees state insurance income tax sales tax wealth tax custom duty excise duty cess and anyother statutory due with appropriate authority during the year

(b) According to the information and explanations given to us there are no disputed amount payables inrespect of provident fund investor education and protection fund employees state insurance incometax sales tax wealth tax customduty excise duty cess by the Company

(c ) No amount was lying with the company which was required to be transferred to investor education andprotection fund in accordance with the relevant provisions of the CompaniesAct 1956 (1 of 1956) andrulesmade there under

8 As informed to us the companyhas not defaulted in repayment of dues to financial institutions or banks

9 As informed to us the company has not given any guarantee for loans taken by others from bank orfinancial institutions

47 HIRA AUTOMOBILES LIMITED

10 As informed to us the proceeds of the term loans taken by the company are applied for the purpose forwhich the loans were obtained

11 Based on the audit procedures performed for the purpose of reporting the true and fair view of the financialstatements and as per the information and explanation given by the management we report that no fraudby the company has been noticed or reported during the course of our audit

48 HIRA AUTOMOBILES LIMITED

49

Particulars Note No As at As atMarch 312016 March 312015

I EQUITY AND LIABILITIES(1) Shareholders funds

(a) Share capital 2 2753440000 2753440000(b) Reserves and Surplus 3 6240053700 5676970200

(2) Non-current liabilities(a) Long term borrowings 4 10202167800 9006585600(b) Deferred tax liabilities (net) 5 1662638300 1542080600(c) Other long-term liabilities 6 5734992800 5067035200

(d) Long-term provisions 7 1339912400 1244415300(3) Current liabilities

(a) Short term Borrowings 8 49363423500 59501393100(b) Trade payables 9 1502741100 6123301200(c) Other current liabilities 10 3671194600 4679162300(d) Short term provisions 11 823155600 789863800

Total 83293719800 96384247300ASSETS

(1) Non-Current assets(a) Fixed assets

(i) Tangible assts 12 16817879700 16711642800(ii) Intangible assets 13 - -

(b) Non-current investments 14 1120000 1120000(d) Long-term loans and advances 15 2618538200 2251312400

(2) Current assets(a) Inventories 16 41208502100 40489156300(b) Trade Receivables 17 14372057700 13922503000(d) Cash and Cash equivalents 18 3697504100 11556587000(e) Short-term Loans and Advances 19 4497240800 11399114400(f) Other Current assets 20 80877200 52811400

Total 83293719800 96384247300

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

(IN RUPEES)

Chairman and Managing Director

Balance Sheet

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies 1

50

Particulars Note No Year Ended Year EndedMarch 312016 March 312015

I Revenue from operations 21 310372896800 323733670200II Other income 22 136994600 525412000III Total Revenue(I+II) 310509891400 324259082200IV Expenses

a Cost of Material Consumed 23 1357073500 1293751900b Purchase of Stock-in-Trade 24 281848216100 294479334400c Changes in Inventories of Finished Goods 25 (719345800) (186205700)d Employee Benefits Expenses 26 12664754100 12944732800e Finance Costs 27 5604834800 4157234900f Depreciation and Amortization expense 12 1358225700 1559476600g Other Expenses 28 7395406500 8383136200

Total Expenses 309509164900 322631461100V Profit before tax (III-IV) 1000726500 1627621100

VI Tax expense(a)Current tax 275985000 473844400(b)Deferred tax 120557700 -

VII Profit for the Year(V-VI) 604183800 1153776700VIII Prior period tax expenses 41100300 75346500IX Earnings per Equity Share(in Rupees) 563083500 1078430200

Basic 219 392Diluted 219 392

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

Profit amp Loss Account

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies

51

Particulars As at March 312016 As at March 312015A Cash Flow from Operating Activities

Net Profit before Tax 1627621100Adjustment forDepreciation 1559476600Interest expenses 4157234900Loss Profit on Sale of Fixed Assets -

Operating ProfitLoss before Working Capital Changes 7344332600Adjustment for(Increase)Decrease in Trade amp Other receivables 940107800(Increase)Decrease in Inventory (186205700)Increase(Decrease) in Trade Payables amp other provisions (4054306400)(Increase)Decrease in Other Loans amp Advances (4635970800)Cash generated from operations (592042500)Taxes Paid (549190900)Previous Year Taxes (Net) -Net Cash from Operating Activities (A) (1141233400)

B Cash Flow from Investing Activities(Purchase) of FixedCapital Expenditure (2227931100)Sale of Fixed Assets 883140700Sale(Purchase) of Investment (315826300)

Net Cash used in Investing Activities (B) (1660616700)C Cash Flow from Finance Activities

Proceeds from Long Term Borrowing (Net) (4869873700)Secured Loan 18024550800Unsecured Loan - 991878400Interest paid (4157234900)Net Cash from Financing Activities (C ) 9989320600

Net increase in Cash and Equivalents (A+B+C) 7187470500Opening Balance of Cash and Cash Equivalents 4369116500

Closing Balance of Cash and Cash Equivalents

1000726500

13582257005604834800

69725800

8033512800

(449554700)(719345800)

(5595236000)68738078008143184100(275985000)

(41100300)7826098800

(1622365700)88177300

(367225800)

(1901414200)

1959036900(10137969600)

(5604834800)(13783767500)

(7859082900)11556587000

3697504100 11556587000

Notes1 Figures in brackets indicate cash outflow2 The above Cash Flow Statement has been prepared under the indirect method set out in AS 3-Cash

Flow Statement as prescribed by Companies (Accouning Stanadards)Rules2006

This is the Cash Flow Statement referred to our report of even date

Cash Flow Statement

HIRA AUTOMOBILES LIMITED

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

For the Year Ended 31 March 2016st

52

Notes to Accounts2 SHARE CAPITAL

As at March 31 2016 As at March 312015(1)AUTHORISED6000000 Equity shares of Rs10-each 6000000000 6000000000

FULLY PAID UP

ISSUEDSUBSCRIBED -2753440 Equity shares of Rs10 each

6000000000 6000000000

2753440000 2753440000

2753440000 2753440000

Shares at the beginning of the accounting Period2753440 Equity shares of Rs10- each 2753440000 2753440000Additions during the year - -Shares outstanding at the end of year 2753440000 2753440000Total 2753440000 2753440000

(a) Rights Preferences and Restrictions Attached to sharesEquity Shares The Company has only one class of equity shares having a par value of Rs 10 per shareEach Shareholder is entitled to one vote per share In the event of liquidation of the company the holder ofequity shares will be entitled to receive any of the remaining of the Company after distribution of allpreferential amounts However no such preferential amount exist currently The distribution will be inproportion to the number of equity shares held by the equity shareholders(b) Detail of Shares held by Shareholders holding more than 5 of the Aggregate Shares in theCompany

Name of Shareholders No of Shares Shareholding as at March31 2016

Rajinder Kaur Bhattal 826000 3000Kuldeep Singh Bhattal 272100 988Rahul Sidhu 270000 981Simran Bajwa 265000 962Manjeet Kaur Sangha 862900 3134

3 RESERVES AND SURPLUSAs at March 312016 As at March 312015

General reserveAt the beginning of the accounting period 723675000

-

-

-

-

723675000Additions during the yearAt the end of the accounting period 723675000 723675000Surplus in Statement of Profit and LossAt the beginning of the accounting period 4953295200 3874865000Additions during the year 563083500 1078430200(balance in statement of profit amp loss ac)prior period expenses written offtransfer tofrom reservesAt the end of the accounting period 5516378700 4953295200

Total 6240053700 56769702004 LONG TERM BORROWINGS

As at March 312016 As at March 312015SECUREDTerm loan(Secured against hypof car and guaranteed bythe directors of the co)

(Secured against Focal Point Properties andguaranteed by directors)

-

5018479300

142138000

5774447600

UNSECUREDLoans from directors 5183688500 3090000000Loans from shareholders and public - -Total 10202167800 9006585600

Term loan

HIRA AUTOMOBILES LIMITED

53

5 DEFERRED TAX LIABILITIES (NET)As at March 312016 As at March 312015

Deferred tax liabilities 1662638300 1542080600Total 1662638300 1542080600

6 OTHER LONG TERM LIABILITIESAs at March 312016 As at March 312015

Sales promotion scheme- Customeradvances

5046479000 4415090000

Security from Employees 688513800 651945200Total 5734992800 5067035200

7 LONG TERM PROVISIONSAs at March 312016 As at March 312015

Gratuity provision 1339912400 1244415300Total 1339912400 1244415300

10 OTHER CURRENT LIABILITIESAs at March 312015

Current maturities of long term debts 880473400 1674618400Interest accrued and due on borrowings - -Value added tax and CST 2185026500 2517359600TDS payable 111535600 157798400Current year taxes payable(net of advance tax) - -

Other payables 494159100 329385900Total 3671194600 4679162300

11 SHORT TERM PROVISIONS

(a) Provisions for employee benefits 823155600 789863800

8 SHORT TERM BORROWINGSAs at March 312016 As at March 312015

Secured loans from banksPunjab National Bank -(secured against hypothecation of stockand book-debts)Gur Mandi Patiala 30680878500 29077205300Gagan Chowk Rajpura 1863121400 1705992300New Grain Market Muktsar and Malout 842363700 757042200Inventory funding 15977059900 27961153300(secured against hypothecation of stockand book-debts)Total 49363423500 59501393100

9 TRADE PAYABLESAs at March 312016 As at March 312015

Sundry Creditors 357269200 2822407500Advance from Parties-Interest free 1145471900 3300893700Total 1502741100 6123301200

HIRA AUTOMOBILES LIMITED

As at March 312016 As at March 312015

Total 823155600 789863800

As at March 312016

54 HIRA AUTOMOBILES LIMITED

14 NON CURRENT INVESTMENTAs at March 312016 As at March 312015

Investment in Shares 1120000 1120000Investment in Mutual Funds - -

Total 1120000 1120000

15 LONG TERM LOANS AND ADVANCESAs at March 312016 As at March 312015

Security Deposits 366283000 337485500(Unsecured considered good unlessOtherwise Stated)Intercorporate Deposits 2252255200 1913826900Total 2618538200 2251312400

16 INVENTORIESAs at March 312016 As at March 312015

(As taken valued amp certified by the management)

Stock in Trade (in respect of goodsacquired for trading )

38093012700 37213584000

Stores Spares amp Loose tools 3115489400 3275572300

Total 41208502100 40489156300

17 TRADE RECEIVABLESAs at March 312016 As at March 312015

(unsecured considered good unlessotherwise stated)(1)Debts outstanding for a period exceeding

six months from the date they are due 513584600 623548900(2)Other debts 13858473100 13298954100Total 14372057700 13922503000

55

18 CASH amp CASH EQUIVALENTS As at March 312016 As at March 312015

(a) Balance with BanksFixed deposits 1260950600 812770600(Earmarked balances with banksheld as margin moneyagainst borrowingsand other commitments)Current accounts 1243916600 6403274200Gold Coins 29547200 29547200(b) Cheques Draft on HandCheques in HandCash in hand

202088500961001200

30714258001239569200

Total 3697504100 11556587000

19 SHORT TERM LOANS amp ADVANCESAs at March 312016 As at March 312015

(Unsecured considered good unlessotherwise stated)advances recoverable in cash orin kind for the value to be received(1)Advance to parties 2541662700 9294257800(2) Receivable from revenue authorities 551783000 569108700(3)Current years taxes recoverable(net ofliability)

332615600 380504500

(4) Other advances 1071179500 1155243400Total 4497240800 11399114400

HIRA AUTOMOBILES LIMITED

56

20 OTHER CURRENT ASSETSAs at March 312016 As at March 312015

Prepaid Expenses 80877200 52811400

Total 52811400

21 REVENUE FROM OPERATIONSAs at March 312016 As at March 312015

Sale of products 290733945600 301324413800Sale of services 9681919400 10435033800

Other operating revenues 9957031800 11974222600310372896800 323733670200

Less Excise duty - -Total 310372896800 323733670200

22 OTHER INCOMEAs at March 312016 As at March 312015

Interest income 87335400 279807100Other Non-operating income 49659200 245604900Total 136994600 525412000

23 COST OF MATERIAL CONSUMEDAs at March 312016 As at March 312015

Purchases Raw-Materials and PackingMaterials

1357073500 1293751900

Add Opening balance of stock - -1357073500 1293751900

Less Closing balance of stock - -Total 1357073500 1293751900

80877200

24 PURCHASE OF STOCK IN TRADEAs at March 312016 As at March 312015

Purchases of Traded goods 281848216100 294479334400

Total 281848216100 294479334400

25 CHANGES IN INVENTORIESAs at March 312016 As at March 312015

Finished Goodsat the beginning of the accounting period - -at the end of the accounting period - -Stock-in-Tradeat the beginning of the accounting period 40489156300 40302950600at the end of the accounting period 41208502100 40489156300Total (719345800) (186205700)

26 EMPLOYEE BENEFIT EXPENSESAs at March 312016 As at March 312015

Salary and Wages 8156996000 9654096800HRA Expenses and other allowance 2733336200 1148756100Contribution to Provident fund 587123100 490338400Contribution to Employees state Insurance fund 157923000 161030000Workers and Staff Welfare 299823200 269213600Gratuity Expenses 95497100 64570600Bonus 420931500 903597900Employees Training and Uniform expenses 213124000 253129400Total 12664754100 12944732800

HIRA AUTOMOBILES LIMITED

57

27 FINANCE COSTSAs at March 312016 As at March 312015

Interest ExpenseInterest to Banks 4309580000 3483884100Interest on Unsecured loans 1196279800 577607600Interest to Customers (36290200) (95330900)Interest to MSIL (121679800) (50429300)Interest to Bank on Vehicle loan 29667800 43272600Bank Charges 227277200 198230800

Total 5604834800 4157234900

28 OTHER EXPENSESAs at March 312016 As at March 312015

Accessories Expenses 9551600 18313400Festival Expenses 30357200 8141000Donation 13123500 9144500Freight Inward 23896900 26399000Power amp Fuel 913761800 911434100Software Usage Charges 91413600 86473500Entertainment Exp 19129900 29106000Rent Rates amp Taxes 701191800 671145200General Expenses 162725500 138611000Godown Rent 57600000 48125000Insurance 161551400 173705300Legal expenses 43474400 60436900Misc Expenses 7073900 3598300News Paper amp Periodicals 9374100 7947200Outside Labour Expenses 284322400 102072700Payment to the Auditors 48313400 15000000Postage amp Courier Expenses 10683600 13298800Professional Charges 147965200 1006744000Printing amp Stationery 165125400 223093400Repair to Buildings and fixed assets 309177500 427256800MDS Expenses 21264900 35806500Telephone Expenses 326712100 525640000Workshop Expenses 325704400 579373600Vehicle Running Expenses 182200200 225090800Other expenses 18263600 405070100Advertisement ExpensesDiscounts

99310800745200400

118382500821623000

Customer welfare 146224200 161357500Demo Expenses amp PDI Expenses 372510300 437441500Sales Promotion 696744200 773152400Sale Commission amp Incentives 160190000 35180000Pool Cancellation and lifting charges 202092600 166694500Marketing Staff Tour expensesTrue Value Expenses

531070200358105500

581622300442725000

Total 7395406500 8383136200

HIRA AUTOMOBILES LIMITED

58 HIRA AUTOMOBILES LIMITED

Post-Employment BenefitsDefined Contribution PlansA defined contribution plan is a post-employment benefit plan under which the Company pays specifiedContributions to a separate entity The Company makes specified monthly contributions towards ProvidentFund Superannuation Fund and Pension Scheme The Companys contribution is recognized as an expense inthe Profit and Loss Statement during the period in which the employee renders the related service

The Company does not deal with Foreign Currency hence AS-11 ldquoEffect of changes in Foreign Exchangesissued bythe Institute of Chartered Accountantsof India isnot applicable

Cash Flow Statements has been prepared following the indirect method set out in the Accounting Standard-3 on ldquoCash Statements ldquoissued by the Institute of Chartered Accountants of India

(i) Income tax expenses for the period comprise of Current Tax amp Deffered Tax(ii) Current tax is measured at the amount expected to be paid to the tax authorities using the applicable tax

Rates of the Income TaxAct 1961(iii) Deferred Tax is calculated on the timing differences being the difference between accounting income and

taxable income which originates in one period and are capable of reversal in one or more subsequentaccounting periods in accordance with the provisions of Accounting Standard -22 on ldquoAccounting forTaxeson Incomerdquo issued by the Institute of Chartered Accountants of IndiaDeferred tax assets are recognized only to the extent that there is a reasonable certainty that sufficientfuture income will be available except that deferred tax assets in case there are unabsorbed depreciationor losses are recognized if there is virtual certainty that sufficient future taxable income will be available torealize the same

Depreciation on Fixed Assets is provided on the basis of Straight Line Method (SLM) Depreciation isprovided based on useful life of the assets as prescribed in Schedule II to the Companies Act 2013

Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and itis probable that an outflow of resources will be required to settle the obligation and a reliable estimate canbe made Provisions are not discounted to their present value and are determined based on the bestestimate required to settle the obligation at the reporting date These estimates are reviewed at eachreporting date and adjusted to reflect the current best estimatesContingent liabilities are disclosed unless the possibility of outflow of resources is remoteContingent assets are neither recognized nor disclosed in the financial statements

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value Animpairment loss is charged to the Profit and Loss Statement in the year in which an asset is identified asimpaired The impairment loss recognized in prior accounting period is reversed if there has been a changein the estimate of recoverable amount

G) ForeignCurrencyTransaction

H) CashFlowStatements

J) Depreciation

K) ProvisionsandContingent liabilities

L) Impairment ofAssets

I) TaxesonIncome

59 HIRA AUTOMOBILES LIMITED

M) EarningsPer Share

N) Segment Reporting

has been made in accordance with the requirement of Accounting Standard (AS) -20 on Earnings PerShare issued by the Institute of Chartered Accountants of India Diluted Earning per share is the same asBasic Earning per share because there is no potential equity shares which would have dilutive effect onearning per shares to equity shareholders

The Company is Authorized Dealer of Maruti Suzuki India Limited (MSIL) and hence is engaged in thebusiness of sale amp service of MSIL vehicles As the basic nature of sale of variants of vehicles is governedby the same set of risk amp returns these have been grouped as single segment as per AccountingStandard(AS-17) on segment reporting issued by the Institute of Chartered Accountants of India

2 Detail in respect of Opening Stock Sales and Closing Stock as follows

3 (a) During the year the company has recognized the following amounts as Defined Contribution Pan in theProfit and Loss Account

i) Employers Contribution to Provident Fund - Rs 5871 Lacsii) Employers Contribution to Employee State Insurance - Rs 1579 Lacs

The calculation of Earnings Per Share (EPS) as disclosed in the Balance Sheet Abstract

(b) During the year the Company has made provision for Gratuity in books asdesigned benefit plan

4 Subsequent to Accounting Standards -22 Accounting for Taxes on Income Issued by the Institute ofCharteredAccountants of India Deferred Tax Expenses of Rs 120557700 for the periods is recognized inthe profit and LossAmount

Calculation of Deferred TaxLiability is as followsWritten down value of Fixed Assets as on 31032016 (As per Company Act) 168178793Written down value of Fixed Assets as on 31032016 (As per Income Tax Act) 114371729bull Timing Difference 53807064bull Tax 3090 16626383bull Deferred Tax Liability as on 31032016 16626383bull Deferred Tax Liability as on 31042015 15420806bull Deferred Tax Liability to be provided for 1205577

5 Legal amp Professional Fees includes Payments to Auditors comprising as follows-i) Statutory Audit fee Rs 10000000ii) Tax audit and Vat audit Fee Rs 5000000

6 Related Party Disclosure in accordance with Accounting Standard-18

Pacific Finlease Pvt LtdRahul Sidhu Enterprises Pvt LtdRSG Studios Pvt Ltd

(a) Enterprises owned or Significantly Influenced by Directors and their Relatives

60 HIRA AUTOMOBILES LIMITED

Particulars Opening Stock Sales Closing StockQty

825VehiclesSpares ampAccessory

Amount(Rs In Lacs)

37213632756

Qty

5627

Amount(Rs In Lacs)2647068260272

Qty

1131

Amount(Rs In Lacs)

38093031155

b)

Pacific Finlease Pvt Ltd

Rahul Sidhu Enterprises Pvt Ltd

RSGStudios Pvt Ltd

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 1915Interest Recovered during the financial year 207

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 14379Interest Recovered during the financial year 035

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 6229Interest Recovered during the financial year 618

7 Calculation of Earning Per Share is as follows Profit after Tax as per Profit amp Loss Account as on 3132016 5630835

For Basic Earning Per share 2753440For Diluted Earning Per Share 2753440

Basic 219Diluted 219

8 Balance confirmation letters have been obtained from some of the parties on test check basis9 Figures of Previous year have been re-grouped and re classified wherever necessary in order to

conform to the current years presentation

As per our report of even date

No of Equity Share (Face value Rs 10- each)

Detail of transaction for the financial year 2015-16

Earning Per Share

61 HIRA AUTOMOBILES LIMITED

Page 12: HIRAAUTOMOBILESLIMITED - bseindia.com · S. Isher Singh Director Mrs. Neha Sidhu Whole time Director Mrs ... Name Rahulinder Singh Sidhu Age 34 Brief Resume Working as Director in

CORPORATESOCIALRESPONSIBILITY

RATIOOFREMUNERATIONTOEACHDIRECTOR

ANNUALEVALUATION

CORPORATEGOVERNANCE

INDEPENDENTDIRECTORSANDDECLARATION

The company does not meet the criteria of Section 135 of Companies Act 2013 read with the Companies(Corporate Social Responsibility Policy) Rules 2014 so there is no requirement to constitute Corporate SocialResponsibility Committee

The information required pursuant to Section 134(3) and Section 197(12) read with Rule 5 (1) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employees of the Companyand Directors is attached herewith Further information required under Rule 5 (2) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is nil as no employee of the Company isin receipt of remuneration as stated therein

Pursuant to the provisions of the Companies Act 2013 the Board has carried out an annual performanceevaluation of its own performance the directors individually as well as the evaluation of the working of its AuditNomination amp Remuneration Committee A separate exercise was carried out to evaluate the performance ofindividual Directors including the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgment safeguarding the interest of the Company and itsminority shareholders etc The performance evaluation of the Independent Directors was carried out by theentire Board The performance evaluation of the Chairman and the Non Independent Directors was carried outby the Independent Directors who also reviewed the performance of the Secretarial Department

Report on Corporate Governance along with the Certificate of Ms Pankaj Chugh amp Associates CharteredAccountants Patiala Statutory Auditors of the Company confirming compliance of conditions of CorporateGovernance asstipulated in the Listing Agreement with the Stock Exchanges forms part of the Board ReportThe information under Schedule V Part II Section II point IV is asunder

Shri Isher Singh Smt Rajbir Kaur and SmtRupinder Kaur were appointed as independent directors byshareholders on 30 September 2014 as per Section 149(10) of the Companies Act 2013 for a term of 5consecutive years on the Board of the Company The Board of Directors of the Company hereby confirms that allthe Independent directors duly appointed by the Company have given the declaration and they meet the criteriaof independence as provided under section 149(6) of the Companies Act 2013

a) Theremunerationpackageof thedirectorsareasfollows

13

Salary Rs 96000000 Rs 84000000

Bonus 000 000

Stock Options 000 000

Pension 000 000

HIRA AUTOMOBILES LIMITED

NOMINATIONANDREMUNERATIONCOMMITTEE

REMUNERATIONPOLICY

As per the section 178(1) of the Companies Act 2013 the Companys Nomination and Remuneration Committeecomprises of three Non-executive Directors The table sets out the composition of the Committee as on31032016

The date of meetings of committee and attendance of members is given in report on corporate governanceattached with the report

The Terms of Reference of the Nomination and Remuneration Committee are as under1 To identify persons who are qualified to become Directors and who may be appointed in senior management

in accordance with the criteria laid down recommend to the Board their appointment and removal and shallcarry out evaluation of every Directors performance

2 To formulate the criteria for determining qualifications positive attributes and independence of a Directorand recommend to the Board a policy relating to the remuneration for the Directors Key ManagerialPersonnel and other employees

3 The Nomination and Remuneration Committee shall while formulating the policy ensure thata The level and composition of remuneration is reasonable and sufficient to attract retain and motivate

Directors of the quality required to run the Company successfullyb Relationship of remuneration to performance is clear and meets appropriate performance benchmarks

andc Remuneration to Directors Key Managerial Personnel and senior management involves a balance

between fixed and incentive pay reflecting short and long-term performance objectives appropriate to theworking of the company and its goals

4 Regularly review the Human Resource function of the Company5 Discharge such other function(s) or exercise such power(s) as may be delegated to the Committee by the

Board from time to time6 Make reports to the Board as appropriate7 Review and reassess the adequacy of this charter periodically and recommend any proposed changes to

the Board for approval from time to time8 Any other work and policy related and incidental to the objectives of the committee as per provisions of the

Act and rulesmade there under

The remuneration paid to Executive Directors is recommended by the Nomination and RemunerationCommittee and approved by Board in Board meeting subject to the subsequent approval of the shareholders atthe General Meeting and such other authorities as may be required The remuneration is decided afterconsidering various factors such as qualification experience performance responsibilities shouldered industrystandards aswell as financial position of the Company

The Non Executive Directors have not been paid any Sitting Fees during the year

Termsof Reference

`

RemunerationtoExecutiveDirectors

RemunerationtoNonExecutiveDirectors

14

Isher Singh Chairman Independent Non ExecutiveRupinder Kaur Member Independent Non ExecutiveRajbir Kaur Member Independent Non Executive

HIRA AUTOMOBILES LIMITED

AUDITCOMMITTEE

SECRETARIALAUDITREPORT

VIGILMECHANISM

SHARESa BuyBackofSecurities

b Sweat Equity

c BonusShares

d EmployeesStockOptionPlan

ORDEROFCOURT

DETAILSOFADEQUACYOFINTERNALFINANCIALCONTROLS

SHARESINSUSPENSEACCOUNT

According to Section 177 of the Companies Act 2013 the companys Audit Committee comprised of threedirectors The board has accepted the recommendations of the Audit Committee The table sets out thecomposition of the Committee as on 31032016

The date of meetings of committee and attendance of members is given in report on corporate governanceattached with the report

There are certain observations in the Secretarial Audit Report which require corrective actions and the Board hasgiven necessary instructions in this regard Further the Secretarial Audit Report as provided by Mr RavinderKumar Company Secretary in Practice for the financial year ended 31st March 2016 is annexed herewith foryour kind perusal and information

As per Section 177(9) and (10) of the Companies Act 2013 and as per the Clause 49 of the Listing Agreementthe company has established Vigil Mechanism for directors and employees to report genuine concerns andmade provisions for direct access to the chairperson of the Audit Committee Company has formulated thepresent policy for establishing the vigil mechanism Whistle Blower Policy to safeguard the interest of itsstakeholders Directors and employees to freely communicate and address to the Company their genuineconcerns in relation to any illegal or unethical practice being carried out in the Company

The Company has not bought back any of itssecurities during the year under review

The Company has not issued any Sweat Equity Sharesduring the year under review

No Bonus Shares were issued during the year under review

The Company has not provided any Stock Option Scheme to the employees

There is no significant and material order passed by the regulators or courts or Tribunals impacting the goingconcern status and companys operation in future

Internal Financial Controls are adequate and are in consonance with the size and operations of the Company

i Aggregate number of shareholders and the outstanding shares in the suspense account lying at the

15

Isher Singh Chairman Independent Non ExecutiveRupinder Kaur Member Independent Non ExecutiveRajbir Kaur Member Independent Non Executive

HIRA AUTOMOBILES LIMITED

ii Number of shareholders who approached issuer for transfer of shares fromsuspense account during theyear=nil

iii Number of shareholders to whomshareswere transferred fromsuspense account during the year=niliv Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end

of the year=nil

i Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account atthe beginning of the year=nil

ii Number of shareholders who approached the issuer for transfer of shares from the Unclaimed SuspenseAccount during the year=nil

iii Number of shareholders to whom shares were transferred from the Unclaimed Suspense Account during theyear=nil

iv Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account atthe end of the year=nil

The material variations between the projectionsand the actual utilization are not applicable

The Code of Conduct of Hira Automobiles Limited is attached herewith

Management Discussion and Analysis Report is attached herewith

The Company has in place `Prevention of Sexual Harassment Policy` This Anti-Sexual Harassment policyof the Company is in line with the requirements of The Sexual Harassment of Women at the Workplace(Prevention Prohibition amp Redressal) Act 2013 All employees (permanent contractual temporary andtrainees) are covered under this policy An Internal Complaints Committee (ICC) is in place to redresscomplaints received regarding sexual harassment The following is a summary of sexual harassmentcomplaints received and disposed off during the year - No of complaints received Nil -No of complaintsdisposed off NA

Your Directors wish to express their grateful appreciation to the continued co-operation received from theBanks Government Authorities Customers Vendors and Shareholders during the year under review YourDirectors also wish to place on record their deep sense of appreciation for the committed service of theExecutives staff and Workers of the Company

SHARESINUNCLAIMEDSUSPENSEACCOUNT

MATERIALVARIATIONS

CODEOFCONDUCT

MANAGEMENTDISCUSSIONANDANALYSISREPORT

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION PROHIBITION ampREDRESSAL) ACT 2013

ACKNOWLEDGEMENT

16 HIRA AUTOMOBILES LIMITED

17

FORM NO MGT-9

i CIN L50101CH1989PLC009500

ii Registration Date 06071989

iii Name of the Company Hira Automobiles Limited

iv CategorySub-Category of the Company Indian Non Government Company

v Address of the Registered office and contact details 0598 Sector 18-B Chandigarh 160018Tele - 0175-2209100101102

vi Whether listed company Yes

vii Name Address and Contact details of Registrarand Transfer Agent If any

Ms Beetal Financial amp Computer ServicesPrivate LimitedBeetal House 3rd Floor99 Madangir BehindLocal Shopping Center Near Data HarsukhdasMandir New Delhi-110062 Ph 011-2996128182FAX011-29961284

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 or more of the total turnover of the company shall be stated-

1 Selling of Cars spare parts accessories etc 100NA

III PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

1 NIL NIL NIL NIL NIL

[Pursuant to section 92(3) of theCompanies Act 2013 and rule12(1) of the Companies (Mangementand Administration) Rules 2014]

I REGISTRATION AND OTHERS DETAILS

HIRA AUTOMOBILES LIMITED

18

Demat Physical Total of TotalShares

Demat Physical Total ofTotal

Shares

1) IndianIndividualHUF

2635700 2635700 9572 2635700 2635700 9572

CentralGovtState

Govt(s)Bodies CorpBanks FIAny Other

2635700 2635700 9572 2635700 2635700 9572

NRIs-IndividualsOther-

IndividualsBodies CorpBanks FIAnyOtherhellip

PublicShareholding

MutualFundsBanks FI

i Category-Wise Share Holding

Sub-Total)A)(2)

Central Govt

iv Shareholding Pattern (Equity Share Capital Breakup as percentage of Total Equity)

a) State Govt(s)b)Venture Capital

Funds

c) InsuranceCompanies

HIRA AUTOMOBILES LIMITED

19

d)FIIse)Foreign Venture

Capital Fundsf) Others (specify)

Sub-total(B)(1)

2 Non Institutionsa) Bodies Corp

(i) Indian

(ii) Overseas

500 500 002 500 500 002

(ii) Individual

(i) Individualshareholders

holding nominalshare capital uptoRs 2 lakh

116740 116740 424 116740 116740 424

shareholdersholding nominalshare capital inexcess of Rs 1lakh

c) Others(Specify)-NRI

500 500 002 500 002

Sub-total(B)(2) 117740 117740 428 117740 428TotalPublicShareholding(B)=(B)(1)+(B)(2)

117740 117740 428 117740 428

CShares heldby

CustodianforGDRsampADRsGrandTotal

(A+B+C) 2753440 2753440 100

500

117740

117740

2753440 2753440 100

b) Individuals

HIRA AUTOMOBILES LIMITED

20

Sr

No

Shareholderrsquos

Name

Shareholding at the beginning of the

year

Shareholding at the end of the year

No ofShares

of totalShares ofthecompany

of SharesPledged encumberedto totalshares

No ofShares

1 Rajinder KaurBhattal

826000 3000 000 826000

2 Kuldeep SinghBhattal

272100 988 000 272100

3 RahulinderSingh Sidhu

270000 981 000 270000

4 Simran Bajwa 265000 962 000 2650005 D S Sangha 51600 187 000 516006 Preet Sangha 25400 092 000 254007 Vikram Bajwa 24700 090 000 247008 Manjeet Kaur

Sangha862900 3134 000 862900

9 AmandeepSingh Sangha

21600 078 000 21600

10 Karamjit Singh 15400 056 000 1540011 Neha Sidhu 1000 004 000 1000

of totalShares ofthecompany

of SharesPledged encumberedto totalshares

change inshareholdingduring theyear

3000 000 000

988 000 000

981 000 000

962 000 000187 000 000092 000 000090 000 0003134 000 000

078 000 000

056 000 000004 000 000

No of shares No of shares of total sharesof the company

At the beginning of the year NIL NIL NIL NIL

At the End of the year

ii Shareholding of Promoters

iii Change in Promoters Shareholding (please specify if there is no change)

of total sharesof the company

NIL NIL NIL NIL

NIL NIL NIL NIL

Date wise Increase Decreasein Promoters Share holdingduring the year specifying thereasons for increasedecrease (eg allotmenttransfer bonus sweat equityetc)

HIRA AUTOMOBILES LIMITED

21

Indebtedness at thebeginning of the financialyeari) Principal Amountii) Interest due but not paidiii) Interest accrued but not

142138000 8157035200 8299173200

Total(i+ii+iii) 142138000 8157035200 8299173200Change in Indebtednessduring the financial year- Addition- Reduction (142138000)

2761646100(142138000)

Net Change (142138000) 2761646100 2619508100

Indebtedness at theend of the financial yeari) Principal Amountii) Interest due but not paidiii) Interest accrued but notdue

- 10918681300 10918681300

Total (i+ii+iii) - 10918681300 10918681300

iii INDEBTEDNESSIndebtedness of the Company including interest outstandingaccrued but not due for payment

2761646100

HIRA AUTOMOBILES LIMITED

22

Stock Option 000 000 000

Sweat Equity 000 000 000

Commission- as of profit- others specify

000 000 000

Others please specify 000 000 000

Total(A) 84000000 96000000 180000000

Ceiling as per the Act

REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A Remuneration to Managing Director Whole-Time Directors andor Manager

NEHA SIDHU RAHULINDERSINGH SIDHU

(b)Value of perquisites us17(2) Income-tax Act1961

( )17 3 Income- taxAct1961 000 000

Gross salary(a)Salary as per provisions contained

1961

84000000 96000000 180000000

(c)Profits inlieu of salary under section

000

000

000 000

in section17(1) of the Income-tax Act

HIRA AUTOMOBILES LIMITED

23

Independent DirectorsmiddotFee for attending board committee meetings

middotCommission

middotOthers please specify

NIL NIL NIL NIL NIL

Total(1) NIL NIL NIL NIL NILOther Non-Executive Directors

middotFee for attending board committee meetingsmiddotCommissionmiddotOthers please specify

NIL NIL NIL NIL NIL

Total(2) NIL NIL NIL NIL NIL

Total(B)=(1+2) NIL NIL NIL NIL NIL

Total Managerial Remuneration NIL NIL NIL NIL NIL

Over all Ceiling as per the Act NIL NIL NIL NIL NIL

CEO Company CFO TotalSecretary

Gross salary(a)Salary as per provisionscontained in section17(1)of

the Income tax Act 1961

000 000 285487 285487

000 000 000 000

Sweat Equity 000 000 000 000

- (b)Value of perquisites us

17(2)Income-taxAct1961

000

000

000

000

000

000

000

000

Commission- as of profit-others specifyhellip

000 000 000 000

Others please specify 000 000 000 000

Total 000 000 285487 285487

C Remuneration to Key Managerial Personal Other Than MDManagerWTD

(C)Profits inlieu of salary undersection 17(3) Income-taxAct 1961

Sweat EquityStock Option

IV PENALTIESPUNISHMENTCOMPOUNDINGOFOFFENCES--------------------------------------------NIL---------------------------------------

HIRA AUTOMOBILES LIMITED

B Remuneration to other directors

24

Parti culars Details

A Name(s) of the related party and nature of relationship Rahul Sidhu Enterprises Pvt Ltd

B Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not SpecifiedD Salient terms of the contracts or arrangements or transactions

including the value if anyAt bank rate of Interest

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the Board 30042015G Amount paid as advances if any 226620-

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

2 Details of contracts or arrangements or transactions not at arms length basis

Par t i cul ars Details

A Name(s) of the related party and nature of relationship RSG Studios Pvt Ltd

B Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not Specified

D Salient terms of the contracts or arrangements or transactionsincluding the value if any

At bank rate of Interest

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the Board 30042015

G Amount paid as advances if any 971927-

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

HIRA AUTOMOBILES LIMITED

NA

NA

CONSERVATIONOFENERGY TECHNOLOGYABSORPTIONANDFOREIGNEXCHANGEOUTGO

(A) Conservationof energy

(B) Technologyabsorption

(C) ForeignexchangeearningsandOutgo

Steps taken impact on conservation of energy with special reference to the following(i) Steps taken by the company for utilizing alternate sources of energy including waste generated - NIL(ii) Capital investment on energy conservation equipment - NIL

1 Efforts in brief made towards technology absorption - NIL2 Benefits derived as a result of the above efforts eg product improvement cost reduction product

development import substitution etc - NIL3 In case of imported technology (imported during the last 3 years reckoned from the beginning of the

financial year) following information may be furnished(a) Details of technology imported - NIL(b) Year of import - NIL(c) Whether the technologybeen fully absorbed- NIL(d) If not fully absorbed areaswhere absorption hasnot taken place and the reasons therefore- NIL

4 Expenditure incurred on Research and Development

25

Earnings NIL

Outgo NIL

including the value if any

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the BoardG Amount paid as advances if any Nil

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

A Name(s) of the related party and nature of relationship Pacific Finlease Pvt LtdB Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not Specified

D Salient terms of the contracts or arrangements or transactions At bank rate of Interest

NA

HIRA AUTOMOBILES LIMITED

26

RATIOOF REMUNERATION

(i) the ratio of the remuneration of each director to the median remun--eration of the employees of the company for the financial year

4701

(ii) the percentage increase in remuneration of each director Chief FinancialOfficer Chief Executive Officer Company Secretary or Manager if anyin the financial year

Nil

(iii) the percentage increase in the median remuneration of employees inthe financial year

Nil

(iv) the number of permanent employees on the rolls of company 866(v) the explanation on the relationship between average increase inremuneration and company performance

NA

(vi) comparison of the remuneration of the Key Managerial Personnelagainst the performance of the company

As per individual performance

Nil

(viii) average percentile increase already made in the salaries of employeesother than the managerial personnel in the last financial year and itscomparison with the percentile increase in the managerial remunerationand justification thereof and point out if there are any exceptionalcircumstances for increase in the managerial remuneration

Nil

(ix) comparison of the each remuneration of the Key Managerial Personnelagainst the performance of the company

As per individual performance

(x) the key parameters for any variable component of remuneraavailed by the directors

tion Nil

(xi) the ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess ofthe highest paid director during the year

Nil

(xii) Affirmation that the remuneration is as per the remuneration policyof the company

Yes

Vii) Variations in the capitalisation of the company price earningsratio as at the closing date of the current financial year and previousfinancial year and percentage increase over in the marketquotations of the shares of the company in comparison to the rate atwhich the company came out with last public offer incase of listecompanies and in case of unlisted companies the variations in the networth of the company as at the close of the current financial year andprevious financial year

HIRA AUTOMOBILES LIMITED

27 HIRA AUTOMOBILES LIMITED

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee StockPurchase Scheme) Guidelines 1999

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)

Regulations 1993 regarding the Companies Act and dealing with client(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009 and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998

(vi) Factories Act 1948 The Punjab Shops and Commercial Establishments Act 1958 The Payment of WagesAct 1936 The Minimum Wages Act 1948 Employees State Insurance Act 1948 The EmployeesProvident Fund amp Miscellaneous Provisions Act 1952 Payment of Bonus Act 1965 The Payment ofGratuity Act 1972 The Industrial Employment (Standing Orders) Act 1946 The Employment Exchange(Compulsory Notification of Vacancies) Act 1956 The Environment (Protection) Act 1986 The HazardousWastes (Management Handling amp Trans boundary Movement) Rules 2008 The Water (Prevention ampControl of Pollution) Act 1974 The Air (Prevention amp Control of Pollution) Act 1981 and The Punjab LabourWelfare Fund Act 1965

I have also examined compliance with the applicable clauses of the following

(i) Secretarial Standards issued by The Institute of Company Secretaries of India(ii) The Listing Agreement entered into by the Companywith BSE Limited

During the period under review the Company has complied with the provisions of the Act RulesRegulations Guidelines Standards etc mentioned above except to the extent as mentioned below

1 That Company has not complied with Regulation 38 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 relating to maintaining of minimum publicshareholding by a listed Company

2 That Company Secretary of the Company has resigned and new Company Secretary is to be appointed asrequired under Section 203 of The Companies Act 2013

3 That Company has not deducted and deposited labour welfare fund as required under The Punjab LabourWelfare Fund Act 1965

4 That Statutory bonus as required under Payment of Bonus Act 1965 has not been paid by the Companyduring the year

5 That there are related party transactions which are not in ordinary course of business and which are not atarms length basis

6 That there is carry forward of loans given to parties which are covered under section 185 of the CompaniesAct 2013

7 That the Company has 14 locations and some locations need to get registration under The Punjab Shopsand Commercial Establishments Act 1958 and some locations require factory license under Factories Act1948 whereas some locations require consent authorization for operation of a facility under pollution lawsand The Hazardous Wastes (Management Handling amp Trans boundary Movement) Rules 2008

8 That the periodical returns required to be filed under The Employment Exchange (Compulsory Notificationof Vacancies) Act 1956 has not been filed and are pending

I further report thatThe Board of Directors of the Company is duly constituted with proper balance of Executive Directors NonExecutive Directors and Independent Directors The changes in the composition of the Board of Directors thattook place during the period under review were carried out in compliance with the provisions of the Act

-

28 HIRA AUTOMOBILES LIMITED

Adequate notice is given to all directors to schedule the Board Meetings agenda and detailed notes on agendawere sent at least seven days in advance and a system exists for seeking and obtaining further information andclarifications on the agenda items before the meeting and for meaningful participation at the meeting

Majority decision is carried through while the dissenting members views are captured and recorded as part ofthe minutes

I further report that there are adequate systems and processes in the company commensurate with the size andoperations of the company to monitor and ensure compliance with applicable laws rules regulations andguidelines

This report is to be read with our letter of even date which is annexed as and forms an integralpart of this report

29 HIRA AUTOMOBILES LIMITED

30 HIRA AUTOMOBILES LIMITED

HIRA AUTOMOBILES LIMITEDCODEOF CONDUCT

PERSONTOWHOMTHECODEISAPPLICABLE

( ) GENERALSTANDARDOFCONDUCT

( ) APPLICABLELAWS

( ) CONFLICTOFINTEREST

( ) PROTECTINGCONFIDENTIALINFORMATION

This code is applicable to the following persons (hereinafter referred to as Officers of the company)-All the Board Members-The entire Core group Members of the Companyand heads of the department

1 Officers are expected to exercise good judgment to ensure the safety and welfare of employees consumerscustomers suppliers shareholders lenders and other stakeholders and to maintain a co-operativeefficient positive harmonious and productive work environment practice integrity in inter-personalrelationships work on the principal of mutual trust transparencyand teamwork

2 Officers are expected to acquire and maintain professional competence3 Officers are expected to observe discipline and conduct themselves both on and off-duty in a manner to

uphold the high image of the company4 Officers are expected to assist the company in identifying controlling mitigating and managing business

risks within the companys risk management policy framework5 Officers are expected to assist the company in providing to its employees a work environment free of

harassment and free of discrimination based on race religion creed color physical or mental disability agesex etc

6 Officers should not engage in selling or distribution or be in possession of or use narcoticspsychotropicdrugs or be under influence of alcohol while on duty

7 As Officers represent the Company before the public and various authorities they are expected to dressneatly and appropriately in a manner consistent with the nature of their work and the image of the company

8 Officers should not claim from the company unauthorized personal expenses9 Customersupplierinvestor Relationships- Officers who need to deal with customers suppliers and investors

should understand that they are dealing and therefore should uphold the image and goodwill generated andbuilt-up by the Companyover the year

Officers must acquire adequate Knowledge of all the applicable laws rules regulations order and notificationsunder regulatory framework as applicable to their functions and duties and should follow and comply with thesame and avoid violation breach or infringement thereof

Officers of the Company will avoid conflict of interest Conflict of interest is said to exit when personal interest mayhave a potential conflict with the interest of the company at large Where any transaction involves conflict ofinterest prior approval of the Managing Directors Executive Director and in case of a Director of the Boardshould be obtained

The Companys confidential information is a vita and asset It may relate to product product formula processproduct plans and road maps cost and financial information information as to customers suppliers dealers andemployees business arrangements and agreements as well as to patents trademarks copyrights and tradesecrets For the purpose of this Code confidential information would also include the information obtained by theCompany from a third party under a Non Disclosure Agreement Such confidential information should beprotected and safeguarded against unauthorized personal use and should not be disclosed to any one expect (i)with prior authorization (ii) in the ordinary course of carrying on the business of the Company In the course ofconducting the Companys Business Officers may come in possession of confidential information about itsemployees customers suppliers etc Officers should handle the same with utmost responsibility and prevent itsmisuse

I

II

III

IV

31 HIRA AUTOMOBILES LIMITED

( ) PREVENTIONOFINSIDERTRADING

( ) COMPANYSASSETS

( ) NONCOMPLIANCE

( ) ANYAMENDMENTSORMODIFICATIONTOTHECODEOFCONDUCT

( )ACKNOWLEDGEMENTOFRECEIPTOFCODEOFCONDUCTANDETHICS

1 COMPANY PHILOSOPHY ONCODEOF GOVERNANCE

2 BOARDOF DIRECTORS

V

VI

VII

VIII

IX

Officers are privy to price sensitive inside information and should not use it to make personal gains TheCompany has framed Code of Conduct for prevention of insider trading in the Securities of the CompanyOfficers should follow the same in letter and spirit

Protecting and safeguarding the Companys assets and properties and preventing their unauthorized usepersonal use is one of the key and prime responsibility of Officers Officers are personally responsible of theCompanys funds under their control Officers should use electronic communication facilities like e-mail Internetetc in a legal ethical and appropriate manner and not expose the Company to liability resulting from the illegalunauthorized or unethical use thereof

In case of non-compliance of any of the provisions of this Code of conduct the same shall be reported to theChairman of the Board of Directors of the Company

This Code of Conduct is subject to modification The Board of Directors has the requisite power and the authorityto update and amend the Code of Conduct from time to time

I have received and read the Companys Code of Conduct and Ethics and have understood the standards andpolicies contained therein I agree to comply with the Companys Code of Conduct and Ethics I hereby affirm tothe Company compliance with the Code Conduct and Ethics on an annual basis and also undertake to renewsuch affirmation in the first weekof April every year

Pursuant to Regulation 34 read with Schedule V to the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 a Report on Corporate Governance is givenbelow

The report on Corporate Governance is requirement under Listing Agreement entered into with stockExchange and forms part of the report of the Board of Directors to the shareholders of the Company Thisreport gives an insight into the organizational structure of the Company The vision of the company is to be afinancially sound profitable growth oriented company committed to building and maximizing sustainablevalue for all the shareholders In its endeavor to attain the goal visualized the company is laying maximumemphasis on the effective system of Corporate Governance

(a) CompositionThe present strength of Board of Directors of the Company is five comprising of two Promoter Directors and threeIndependent Directors having diversified professional experience Out of total strength of five Directors two areexecutive and three are Non-Executive The composition of Board of Directors as on 31 March 2016 is asunder

REPORT OF THEBOARDOFDIRECTORS ONCORPORATEGOVERNANCE

st

32 HIRA AUTOMOBILES LIMITED

SN Name DIN Designation Nature of Directorship

1 Rahul Inder SinghSidhu

00447452Chairman and ManagingDirector

Promoter Executive

2 Neha Sidhu 00460875 Whole-time director Promoter Executive

3 Isher Singh 02990779 Director Independent Non Executive4 Rajbir Kaur 06397998 Director Independent Non Executive

5 Rupinder Kaur 06403845 Director Independent Non Executive

6 Ramesh Kumar 00126036 Director Independent Non Executive

Sh Ramesh Kumar has resigned on 31122015 from the office of Director(b) Attendance of each Director at the Board Meetings held during the year 2015-16 and last Annual General

Meeting and number of other Boards or Board Committees in which heshe is a member is as under-

The detail of number of shares and convertible instruments held by non ndash executive directors is given asbelow

Shri Rahulinder Singh Sidhu Managing Director of the Company and Smt Neha Sidhu Whole Time Director on theBoard of Directors are related to each other as husband and wife

(c) During the year fifteen meetings of the Board ofDirectors were held on the following dates-

The familiarization programme imparted to independent directors is disclosed on weblinkof the Company

wwwhiraautomobilescom

33

30042015 30052015 31052015 21072015 31072015 15092015

30092015 31102015 02112015 30112015 02012016 0202201615022016 22022016 10032016

SN Name of non ndash executive Director No of Equity Shares Held No of convertibleinstruments Held

1 Rajbir Kaur Nil NA

2 Rupinder Kaur Nil NA3 Isher Singh Nil NA

Total Nil NA

SN

Name of Director No of BoardMeeting attended

No of otherDirectorship

Membershipin other

Committees

Attendance atlast AGM

1 Rahulinder Singh Sidhu 15 4 - Yes

2 Neha Sidhu 12 4 - Yes

3 Isher Singh 12 - 3 -

4 Rajbir Kaur 6 - 3 -

5 Rupinder Kaur 6 - 3 -

6 Ramesh Kumar 1 4 - -

HIRA AUTOMOBILES LIMITED

34

3 AUDITCOMMITTEE

4NOMINATIONANDREMUNERATIONCOMMITTEE

Remunerationpolicy

The terms of reference of the audit committee include all the matters as provided under Section 177 (4) of TheCompanies Act 2013 and the rules made there under and SEBI (LODR) Regulations 2015

As on 31 March 2016 In compliance with the provisions of Section 177(2) of the Companies Act 2013 AuditCommittee comprises of three Non-Executive Independent Directors five meetings of Audit Committee wereheld during the year under consideration on following dates

The details of members of the audit committee and their attendance is as under-

The terms of reference of Nomination and Remuneration Committee covers all the matters provided under theCompanies Act 2013 and the rules made there under and SEBI (LODR) Regulations 2015

As on 31 March 2016 in compliance with the provisions of Section 178(1) of the Companies Act 2013Nomination and Remuneration Committee comprises of three Non-Executive Independent Directors Twomeetings of Nomination and Remuneration Committee were held during the year under consideration on 30May 2015 and 10 March 2016The details of members of the audit committee and their attendance is as under-

Remuneration policy ensures that the level and composition of remuneration is reasonable and sufficient toattract retain and motivate directors of the quality required to run the company successfully and that relationshipof remuneration to performance is clear and meets appropriate performance benchmarks and that remunerationto directors key managerial personnel and senior management involves a balance between fixed and incentivepay reflecting short and long-term performance objectives appropriate to the working of the company and itsgoals

CompositionandMeetings

CompositionandMeetings

st

st

th

th

30052015 31072015 31102015 15022016 28032016

Name of Directors Position held in theCommittee

Category MEETINGSHeld Attended

Isher Singh Chairman Independent NonExecutive

Five Five

Rupinder Kaur Member Independent NonExecutive

Three Three

Rajbir Kaur Member Independent NonExecutive

Three Three

Name of Directors Position held in theCommittee

Category MEETINGS

Held Attended

Isher Singh Chairman Independent NonExecutive

Two Two

Rupinder Kaur Member Independent Non

Executive

Two Two

Rajbir Kaur Member Independent NonExecutive

Two Two

HIRA AUTOMOBILES LIMITED

35

5 REMUNERATIONOFDIRECTORS

6 STAKEHOLDERS GRIEVANCECOMMITTEE

7 GENERALBODYMEETINGS

There is no pecuniary relationship or transaction of the company with its independent directors other thanpayment of sitting fee to them for attending Board and Committee meetings Following Executive Directors werepaid as per detail given below

and no commission on profits is paid to any of the Directors No stock option has been given to any of theDirectors including Executive Directors

As on 31 March 2016 in compliance with the requirement of Section 178(5) of The Companies Act 2013Stakeholder Relationship Committee comprises of three Non-Executive Independent Directors to consider andresolve the grievances of security holders of the companyper detail given below

Sh Rahul Inder Singh Sidhu Managing Director has been appointed as Compliance officer for the purpose ofcomplying with various provisions of the Guidelines Regulations issued by Securities and Exchange Board ofIndia Listing Agreement with Stock Exchanges

The Company has not received any complaint during the year from the shareholders and there is no pendingcomplaint with the Company

(i) Location and time where last three Annual General Meetings were held is given below-

(i) Compositionst

(ii) ComplianceOfficer

(iii) Complaints

SN

NAME OFDIRECTOR

DESIGNATION SALARY Rs BENEFITS BONUS STOCKOPTIONS

PENSION

1 RahulinderSingh Sidhu

ManagingDirector

960000- - - - -

2 Neha Sidhu Whole TimeDirector

840000- - - - -

Name Category Designation

Isher Singh Independent Non Executive Chairman

Rupinder Kaur Independent Non Executive Member

Rajbir Kaur Independent Non Executive Member

Financial Year Date Time Venue

2012-13 30092013 1100 A M 20 Sector 8A Chandigarh 1100022013-14 30092014 500 PM 20 Sector 8A Chandigarh 110002

2014-15 30092015 500 PM 20 Sector 8A Chandigarh 110002

HIRA AUTOMOBILES LIMITED

36

(ii) Following Special Resolutions were passed in the previous 3 Annual General Meeting

(iii) No special resolution has been passed last year through postal ballot and no special resolution isproposed to be conducted through postal ballot

Quarterly results are normally published in the newspapers and also sent to BSE Limited Physical copy ofannual report which inter alia includes the Directors Report Corporate governance report Audited AccountsCash Flow Statements etc was sent to shareholders by post and also to BSE Limited The quarterly results andannual report isalso available on companys website at under investors section

Date 30092016 Time 0500 PM Day Friday and Venue Registered Office of the Company at 0598 Sector18B Chandigarh 160018

The companys Financial Year starts from 1 April every year and conclude on 31 March next year

The Register of Members and the Share Transfer Books of the Company shall remain closed from 29 day ofSeptember 2016 to 30 day of September 2016 (both days inclusive)

No dividend has been recommended by the Board this year and therefore information under this sub clause is nil

The shares of the Company are listed at BSE Limited only as other regional stock exchanges viz Delhi StockExchange Association Limited Ludhiana Stock Exchange Association Limited and Ahmedabad StockExchange Limited had been de-recoganised in the process of de-recoganition by Securities and ExchangeBoard of India The Company haspaid listing fee to BSE Limited

The Stock Code of the Company on BSE Limited is 531743

There was no trading of shares of the Company and no market price data is available Further Securities of theCompany were not suspended from trading by BSE Limited during last year

The Company has appointed Ms Beetal Financial amp Computer Services Private Ltd New Delhi as CommonAgency (RTA) for Share Transfer work in both modes physical as well as electronically Detail of RTA is as underMs Beetal Financial amp Computer Services Private LimitedBeetal House 3 Floor99 Madangir Behind Local Shopping Center Near Data Harsukhdas MandirNewDelhi- 110062 Ph 011-2996128182 Fax 011-29961284

The companys shares in dematerialized form transferable through depository system and Shares in physicalform are processed by Ms Beetal Financial amp Computer Services Private Limited The Board has authorised ShRahulinder Singh Sidhu Managing Director of the company to approve share transfers and matter relatedtherewith

8 MEANSOFCOMMUNICATION

9 GENERALSHAREHOLDERINFORMATIONAnnual General Meeting

Financial Year

BookClosure

Dividend

Listing

StockCode

StockMarket Data

Registrar andShareTransfer Agents

ShareTransfer System

wwwhiraautomobilescom

st st

th

th

rd

30092013 Nil

30092014 1 Approval for Borrowing Money in excess of the aggregate of the paid up share capital andfree reserves of the Company 2 Amendments in Articles of Association

30092015 Nil

HIRA AUTOMOBILES LIMITED

37

ReconciliationofShareCapital Audit

Distribution of shareholding

Dematerializationof sharesandliquidity

GDRsADRs

Mr Ravinder Kumar Practising Company Secretary carries out the Reconciliation of Share Capital Audit asmandated by SEBI and reports on the reconciliation of total issued and listed Capital with that of total sharecapital admitted held in dematerialized form with NSDL and CDSL and those held in physical form This audit iscarried out on quarterly basis and the report thereof is submitted to the Stock Exchanges

Detail of distribution of share holding of equity share of the Company by size and ownership class as on31032016 is given as under

The Shares of the company have not been traded on stock exchange during the period under review TheCompany has not been allotted ISIN and number of shares held in dematerialized formis nil

The Company has not issued any GDRsADRsWarrants or any Convertible instruments

UP TO 5000 129 6293 38840 38840000 14106

5001 TO 10000 49 2390 44500 44500000 16162

10001 TO 20000 7 341 10000 10000000 0363220001 TO 30000 4 195 9000 9000000 03269

30001 TO 40000 2 098 6800 6800000 02470

40001 TO 50000 1 049 4400 4400000 01598

50001 TO 100000 1 049 5200 5200000 01889

100001 AND ABOVE 10 585 2634700 2634700000 956876

Indian Promoter-IndividualHUF 11 2635700 9572

Non Resident Individual 1 500 002

Bodies Corporate 1 500 002

Resident Individuals-HUF 190 116740 424

HIRA AUTOMOBILES LIMITED

38

Plant ShowroomLocationsShowroom Locations

Address for correspondence

Related Party Transactions

Compliance

Vigil Mechanism

WhistleBlower Policy

Mandatory Requirements

1 Hira Automobiles Limited Rajbaha Road Patiala Ph No 0175-22091002 Hira Automobiles Limited Malout Road Muktsar Ph No 01633-2620203 Hira Automobiles Limited Village Bhadak Rajpura Ph No 01762-2448814 Hira Automobiles Limited Radha Swami Satsang Road Nabha PhNo 01765-5059595 Hira Automobiles Limited Muktsar Road Malout Ph No01637-2637246 Hira Automobiles Limited Patiala Pehowa Road DevigarhPh No0175-26311527 Hira Automobiles Limited Bathinda Malout Road Gidderbaha8 Hira Automobiles Limited Nabha Road Bhadson9 Hira Automobiles Limited Cheeka road Samana

10 Hira Automobiles Limited Malout Road Killianwali

Following is the address for correspondenceRegistered Office ndash Hira Automobiles Limited 0598 Sector 18-B Chandigarh 160018

There are no materially significant related party transactions that may have potential conflict with the interests ofcompany at large There were transactions with related parties at market price at arms length basis which aredisclosed in Form AOC ndash 2 attached herewith The policy on dealing with related party transactions is availableon web link of the Company

The Company has complied with all the provisions of listing agreement and that no penalties and or strictureshas been imposed on the company by Stock Exchange or SEBI or any statutory authority on any matter relatedto capital markets during the last three years

Detail of Vigil Mechanismis provided in the same heading in Directors Report

Company has formulated the Whistle Blower Policy to safeguard the interest of its stakeholders Directors andemployees to freely communicate and address to the Company their genuine concerns in relation to any illegalor unethical practice being carried out in the Company and that no personnel has been denied access to the auditcommittee

The Company has complied with all the mandatory requirements as stipulated in SEBI (Listing and DisclosureRequirements) Regulations 2015

10 OTHERDISCLOSURES

wwwhiraautomobilescom

HIRA AUTOMOBILES LIMITED

39

MANAGEMENTDISCUSSIONANDANALYSIS REPORT

1 Industrystructureanddevelopment

2 Opportunitiesandthreats

3 Segmentwiseor product wiseperformance

4 Outlook

5 Risksandconcern

6 Internal control systemsandtheir adequacy

HIRA AUTOMOBILES LIMITED

40

7 Discussiononfinancial performancewithrespect tooperational performanceDue to overall recessionary economy and internal competition with the new dealer there has been minoradverse impact on the financial stability of the company with respect to operational performance as the workingcapital limits of the company has increased substantially where as there is no growth in sales In comparison tominor growth in operational performance Profitability of the company has been decreasing during the yearinspite of higher burden of interest expenditure salary and wages and other admistrative expenses

8 HumanRecourses

9 Management of theCompany

Human Resource is considered to be the most prized assetof the company by the management Hence the work-forceis being looked after well and ensured that they remain motivated The 360 degree appraisal system ensures theirsatisfaction and brings out their concerns and bikerings which are addressed by the management immediately Thisimproves the employee-management relationship and makes themwork for the better future of the company

As Company has a large network of branches spread over 14 locations in two district of Patiala and Muktsar eachlocation is being managed by a rich experienced deemed CEO who is also known deemed key managerial personnelAll the branches key Managerial Personnel are reporting directly to CMD sitting at Patiala corporate office of thecompany

HIRA AUTOMOBILES LIMITED

41

COMPLIANCECERTIFICATEBYCHIEFEXECUTIVEOFFICERANDCHIEFFINANCIALOFFICER

We Rahulinder Singh Sidhu Managing Director and Sandeep Rana Chief Financial Officer of the Companyhereby certify thatA We have reviewed financial statements and the cash flow for the year ended 31 March 2016 and that to thebest of our knowledge and belief(1) These statements do not contain any materially untrue statement or omit any material fact or containstatements that might be misleading(2) These statements together present a true and fair view of the company affairs and are in compliance withexisting accounting standards applicable laws and regulationsB There are to the best of our knowledge and belief no transactions entered into by the Company during theyear that are fraudulent illegal or volatile to the companyscode of conductC We accept responsibility for establishing and maintaining internal controls for financial Reporting and that wehave evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting andwe have disclosed to the auditors and the audit committee deficiencies in the design or operation of such internalcontrols if any of which they are aware and the steps they have taken or propose to take to rectify thesedeficienciesD We have indicated to the auditorsand the Audit committee(1) Significant changes in internal control over financial reporting during the year(2) Significant changes in accounting policies during the year and that the same have been disclosed in thenotes to the financial statements and(3) There were no instances of fraud of which they have become aware and the involvement therein of themanagement or an employee having a significant role in the companys internal control system over financialreporting

I Rahulinder Singh Sidhu Managing Director of the Company hereby declare that all Board Members andSenior Management Personnel have affirmed compliance with the code of conduct for the Directors and SeniorManagement Personnel as approved by the Board for the Financial Year ended 31 March 2016

For

st

st

HIRA AUTOMOBILES LIMITED

42

AUDITORS CERTIFICATEONCORPORATEGOVERNANCE

The Board of DirectorsHira Automobiles LimitedChandigarh

We have examined the compliance of conditions of Corporate Governance by Hira Automobiles Limited for thefinancial year ended March 31 2016 as stipulated in the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015

The compliance of conditions of Corporate Governance is the responsibility of the management Ourexamination was limited to procedures and implementation thereof adopted by the company for ensuring thecompliance of the conditions of the Corporate Governance It is neither an audit nor an expression of opinion onthe financial statements of the company

In our opinion and to the best of our information and according to the explanations given to us we certify that thecompany has complied with the conditions of Corporate Governance as stipulated in the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015

We further state that such compliance is neither an assurance as to the future viability of the company nor theefficiency of effectiveness with which the management has conducted the affairs of the company

HIRA AUTOMOBILES LIMITED

43 HIRA AUTOMOBILES LIMITED

4

5

OPINION

REPORTONOTHERLEGALANDREGULATORYREQUIREMENTS

44 HIRA AUTOMOBILES LIMITED

Annexureldquo Ardquoto the Independent Auditors Report on the Standalone Financial Statements of Hira Automobiles Limited(Referred to in paragraph 1 (f) under Report on Other Legal and Regulatory Requirements of our report of evendate)

REPORT ON THE INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING UNDER CLAUSE (i)OF SUBSECTION3 OF SECTION 143 OF THE COMPANIES ACT 2013 (ldquoTHE ACTrdquo)

We have audited the internal financial controls over financial reporting of hira automobiles LIMITED (ldquotheCompanyrdquo) as of March 31 2016 in conjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

The Companys management is responsible for establishing and maintaining internal financial controlsbased onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the ldquoGuidance Noterdquo) issued by the Institute of Chartered Accountants of India These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherence to Companyspolicies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financial information as requiredunder the Companies Act 2013

Our responsibility is to express an opinion on the Companys internal financial controls over financial reportingbased on our audit We conducted our audit in accordance with the Guidance Note and the Standards onAuditing prescribed under Section 143(10) of the Companies Act 2013 to the extent applicable to an audit ofinternal financial controls Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if such controls operatedeffectively in all material respects Our audit involves performing procedures to obtain audit evidence about theadequacy of the internal financial controls system over financial reporting and their operating effectiveness Ouraudit of internal financial controls over financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditors judgement including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internalfinancial controlssystem over financial reporting

MANAGEMENTSRESPONSIBILITYFORINTERNALFINANCIALCONTROLS

AUDITORS RESPONSIBILITY

45 HIRA AUTOMOBILES LIMITED

MEANINGOFINTERNALFINANCIALCONTROLSOVERFINANCIALREPORTING

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVERFINANCIAL REPORTING

OPINION

A companys internal financial control over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles A companys internal financial controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of thecompany (2) provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and that receipts andpayments of the company are being made only in accordance with authorisation of management and directors ofthe company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the companys assets that could have a material effect on the financialstatements

Because of the inherent limitations of internal financial controls over financial reporting including thepossibility of collusion or improper management override of controls material misstatements due to error orfraud may occur and not be detected Also projections of any evaluation of the internal financial controlsover financial reporting to future periods are subject to the risk that the internal financial control over financialreporting may become inadequate because of changes in conditions or that the degree of compliance withthe policies or procedures may deteriorate

in our opinion to the best of our information and according to the explanations given to us the Companyhas in all material respects an adequate internal financial controls system over financial reporting and suchinternal financial controls over financial reporting were operating effectively as at March 31 2016 based onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note

46 HIRA AUTOMOBILES LIMITED

Annexure B To Auditors ReportAnnexure referred to in paragraph 3 of our report of even date

1 (a) The Company has maintained proper records showing full particulars including quantitativedetailsand situation of fixed assets at Corporate Office and in the process of maintaining at outlets

(b) We have been informed that the fixed assets of the company have been physically verified by themanagement at reasonable intervals and no material discrepancies were noticed on such verification

2 (a) As informed to us physical verification of inventory of the company has been conducted by themanagement at reasonable intervals (b) In our opinion and according to the explanations givento us the procedures of Physical verification of inventory followed by the management arereasonable and adequate in relation to the size of the company and the nature of its business

(c) In our opinion and according to the explanations given to us the Company is maintainingproper records of inventory We have been informed that no material discrepancies have been noticedon physical verification as compared to records

3 (a) According to the information and explanation given to us the Company has advanced inter corporatedeposits to three companies covered in the register maintained under section 189 of the CompaniesAct2013 and there is no stipulation as to the time period for recovery of principal and interest amount ofunsecured loan given

(b) Further as there is no stipulation as to the time period for recovery of principal amount ofunsecured loan given we are unable to comment on the overdue amount in respect of thesaid loan

4 In our opinion and according to the information and explanations given to us the Company has compliedwith the provisions of Sections 185 and 186 of the CompaniesAct 2013 in respect of grant of loans makinginvestments and providing guarantees and securities

5 According to the information and explanation given to us the Company has not accepted deposits frompublic Advances from customers for sale of vehicles and against sale promotion schemes run by theCompany to promote its sale are received and paid in the ordinary course of business

6 The maintenance of cost records under section 148(1) of the CompaniesAct 2013 has not been prescribedby the Central government for the Companysince it is not manufacturing Company

7 (a) According to the information and explanations given to us the company is generally regular indepositing all statutory dues including provident fund investor education and protection fundemployees state insurance income tax sales tax wealth tax custom duty excise duty cess and anyother statutory due with appropriate authority during the year

(b) According to the information and explanations given to us there are no disputed amount payables inrespect of provident fund investor education and protection fund employees state insurance incometax sales tax wealth tax customduty excise duty cess by the Company

(c ) No amount was lying with the company which was required to be transferred to investor education andprotection fund in accordance with the relevant provisions of the CompaniesAct 1956 (1 of 1956) andrulesmade there under

8 As informed to us the companyhas not defaulted in repayment of dues to financial institutions or banks

9 As informed to us the company has not given any guarantee for loans taken by others from bank orfinancial institutions

47 HIRA AUTOMOBILES LIMITED

10 As informed to us the proceeds of the term loans taken by the company are applied for the purpose forwhich the loans were obtained

11 Based on the audit procedures performed for the purpose of reporting the true and fair view of the financialstatements and as per the information and explanation given by the management we report that no fraudby the company has been noticed or reported during the course of our audit

48 HIRA AUTOMOBILES LIMITED

49

Particulars Note No As at As atMarch 312016 March 312015

I EQUITY AND LIABILITIES(1) Shareholders funds

(a) Share capital 2 2753440000 2753440000(b) Reserves and Surplus 3 6240053700 5676970200

(2) Non-current liabilities(a) Long term borrowings 4 10202167800 9006585600(b) Deferred tax liabilities (net) 5 1662638300 1542080600(c) Other long-term liabilities 6 5734992800 5067035200

(d) Long-term provisions 7 1339912400 1244415300(3) Current liabilities

(a) Short term Borrowings 8 49363423500 59501393100(b) Trade payables 9 1502741100 6123301200(c) Other current liabilities 10 3671194600 4679162300(d) Short term provisions 11 823155600 789863800

Total 83293719800 96384247300ASSETS

(1) Non-Current assets(a) Fixed assets

(i) Tangible assts 12 16817879700 16711642800(ii) Intangible assets 13 - -

(b) Non-current investments 14 1120000 1120000(d) Long-term loans and advances 15 2618538200 2251312400

(2) Current assets(a) Inventories 16 41208502100 40489156300(b) Trade Receivables 17 14372057700 13922503000(d) Cash and Cash equivalents 18 3697504100 11556587000(e) Short-term Loans and Advances 19 4497240800 11399114400(f) Other Current assets 20 80877200 52811400

Total 83293719800 96384247300

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

(IN RUPEES)

Chairman and Managing Director

Balance Sheet

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies 1

50

Particulars Note No Year Ended Year EndedMarch 312016 March 312015

I Revenue from operations 21 310372896800 323733670200II Other income 22 136994600 525412000III Total Revenue(I+II) 310509891400 324259082200IV Expenses

a Cost of Material Consumed 23 1357073500 1293751900b Purchase of Stock-in-Trade 24 281848216100 294479334400c Changes in Inventories of Finished Goods 25 (719345800) (186205700)d Employee Benefits Expenses 26 12664754100 12944732800e Finance Costs 27 5604834800 4157234900f Depreciation and Amortization expense 12 1358225700 1559476600g Other Expenses 28 7395406500 8383136200

Total Expenses 309509164900 322631461100V Profit before tax (III-IV) 1000726500 1627621100

VI Tax expense(a)Current tax 275985000 473844400(b)Deferred tax 120557700 -

VII Profit for the Year(V-VI) 604183800 1153776700VIII Prior period tax expenses 41100300 75346500IX Earnings per Equity Share(in Rupees) 563083500 1078430200

Basic 219 392Diluted 219 392

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

Profit amp Loss Account

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies

51

Particulars As at March 312016 As at March 312015A Cash Flow from Operating Activities

Net Profit before Tax 1627621100Adjustment forDepreciation 1559476600Interest expenses 4157234900Loss Profit on Sale of Fixed Assets -

Operating ProfitLoss before Working Capital Changes 7344332600Adjustment for(Increase)Decrease in Trade amp Other receivables 940107800(Increase)Decrease in Inventory (186205700)Increase(Decrease) in Trade Payables amp other provisions (4054306400)(Increase)Decrease in Other Loans amp Advances (4635970800)Cash generated from operations (592042500)Taxes Paid (549190900)Previous Year Taxes (Net) -Net Cash from Operating Activities (A) (1141233400)

B Cash Flow from Investing Activities(Purchase) of FixedCapital Expenditure (2227931100)Sale of Fixed Assets 883140700Sale(Purchase) of Investment (315826300)

Net Cash used in Investing Activities (B) (1660616700)C Cash Flow from Finance Activities

Proceeds from Long Term Borrowing (Net) (4869873700)Secured Loan 18024550800Unsecured Loan - 991878400Interest paid (4157234900)Net Cash from Financing Activities (C ) 9989320600

Net increase in Cash and Equivalents (A+B+C) 7187470500Opening Balance of Cash and Cash Equivalents 4369116500

Closing Balance of Cash and Cash Equivalents

1000726500

13582257005604834800

69725800

8033512800

(449554700)(719345800)

(5595236000)68738078008143184100(275985000)

(41100300)7826098800

(1622365700)88177300

(367225800)

(1901414200)

1959036900(10137969600)

(5604834800)(13783767500)

(7859082900)11556587000

3697504100 11556587000

Notes1 Figures in brackets indicate cash outflow2 The above Cash Flow Statement has been prepared under the indirect method set out in AS 3-Cash

Flow Statement as prescribed by Companies (Accouning Stanadards)Rules2006

This is the Cash Flow Statement referred to our report of even date

Cash Flow Statement

HIRA AUTOMOBILES LIMITED

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

For the Year Ended 31 March 2016st

52

Notes to Accounts2 SHARE CAPITAL

As at March 31 2016 As at March 312015(1)AUTHORISED6000000 Equity shares of Rs10-each 6000000000 6000000000

FULLY PAID UP

ISSUEDSUBSCRIBED -2753440 Equity shares of Rs10 each

6000000000 6000000000

2753440000 2753440000

2753440000 2753440000

Shares at the beginning of the accounting Period2753440 Equity shares of Rs10- each 2753440000 2753440000Additions during the year - -Shares outstanding at the end of year 2753440000 2753440000Total 2753440000 2753440000

(a) Rights Preferences and Restrictions Attached to sharesEquity Shares The Company has only one class of equity shares having a par value of Rs 10 per shareEach Shareholder is entitled to one vote per share In the event of liquidation of the company the holder ofequity shares will be entitled to receive any of the remaining of the Company after distribution of allpreferential amounts However no such preferential amount exist currently The distribution will be inproportion to the number of equity shares held by the equity shareholders(b) Detail of Shares held by Shareholders holding more than 5 of the Aggregate Shares in theCompany

Name of Shareholders No of Shares Shareholding as at March31 2016

Rajinder Kaur Bhattal 826000 3000Kuldeep Singh Bhattal 272100 988Rahul Sidhu 270000 981Simran Bajwa 265000 962Manjeet Kaur Sangha 862900 3134

3 RESERVES AND SURPLUSAs at March 312016 As at March 312015

General reserveAt the beginning of the accounting period 723675000

-

-

-

-

723675000Additions during the yearAt the end of the accounting period 723675000 723675000Surplus in Statement of Profit and LossAt the beginning of the accounting period 4953295200 3874865000Additions during the year 563083500 1078430200(balance in statement of profit amp loss ac)prior period expenses written offtransfer tofrom reservesAt the end of the accounting period 5516378700 4953295200

Total 6240053700 56769702004 LONG TERM BORROWINGS

As at March 312016 As at March 312015SECUREDTerm loan(Secured against hypof car and guaranteed bythe directors of the co)

(Secured against Focal Point Properties andguaranteed by directors)

-

5018479300

142138000

5774447600

UNSECUREDLoans from directors 5183688500 3090000000Loans from shareholders and public - -Total 10202167800 9006585600

Term loan

HIRA AUTOMOBILES LIMITED

53

5 DEFERRED TAX LIABILITIES (NET)As at March 312016 As at March 312015

Deferred tax liabilities 1662638300 1542080600Total 1662638300 1542080600

6 OTHER LONG TERM LIABILITIESAs at March 312016 As at March 312015

Sales promotion scheme- Customeradvances

5046479000 4415090000

Security from Employees 688513800 651945200Total 5734992800 5067035200

7 LONG TERM PROVISIONSAs at March 312016 As at March 312015

Gratuity provision 1339912400 1244415300Total 1339912400 1244415300

10 OTHER CURRENT LIABILITIESAs at March 312015

Current maturities of long term debts 880473400 1674618400Interest accrued and due on borrowings - -Value added tax and CST 2185026500 2517359600TDS payable 111535600 157798400Current year taxes payable(net of advance tax) - -

Other payables 494159100 329385900Total 3671194600 4679162300

11 SHORT TERM PROVISIONS

(a) Provisions for employee benefits 823155600 789863800

8 SHORT TERM BORROWINGSAs at March 312016 As at March 312015

Secured loans from banksPunjab National Bank -(secured against hypothecation of stockand book-debts)Gur Mandi Patiala 30680878500 29077205300Gagan Chowk Rajpura 1863121400 1705992300New Grain Market Muktsar and Malout 842363700 757042200Inventory funding 15977059900 27961153300(secured against hypothecation of stockand book-debts)Total 49363423500 59501393100

9 TRADE PAYABLESAs at March 312016 As at March 312015

Sundry Creditors 357269200 2822407500Advance from Parties-Interest free 1145471900 3300893700Total 1502741100 6123301200

HIRA AUTOMOBILES LIMITED

As at March 312016 As at March 312015

Total 823155600 789863800

As at March 312016

54 HIRA AUTOMOBILES LIMITED

14 NON CURRENT INVESTMENTAs at March 312016 As at March 312015

Investment in Shares 1120000 1120000Investment in Mutual Funds - -

Total 1120000 1120000

15 LONG TERM LOANS AND ADVANCESAs at March 312016 As at March 312015

Security Deposits 366283000 337485500(Unsecured considered good unlessOtherwise Stated)Intercorporate Deposits 2252255200 1913826900Total 2618538200 2251312400

16 INVENTORIESAs at March 312016 As at March 312015

(As taken valued amp certified by the management)

Stock in Trade (in respect of goodsacquired for trading )

38093012700 37213584000

Stores Spares amp Loose tools 3115489400 3275572300

Total 41208502100 40489156300

17 TRADE RECEIVABLESAs at March 312016 As at March 312015

(unsecured considered good unlessotherwise stated)(1)Debts outstanding for a period exceeding

six months from the date they are due 513584600 623548900(2)Other debts 13858473100 13298954100Total 14372057700 13922503000

55

18 CASH amp CASH EQUIVALENTS As at March 312016 As at March 312015

(a) Balance with BanksFixed deposits 1260950600 812770600(Earmarked balances with banksheld as margin moneyagainst borrowingsand other commitments)Current accounts 1243916600 6403274200Gold Coins 29547200 29547200(b) Cheques Draft on HandCheques in HandCash in hand

202088500961001200

30714258001239569200

Total 3697504100 11556587000

19 SHORT TERM LOANS amp ADVANCESAs at March 312016 As at March 312015

(Unsecured considered good unlessotherwise stated)advances recoverable in cash orin kind for the value to be received(1)Advance to parties 2541662700 9294257800(2) Receivable from revenue authorities 551783000 569108700(3)Current years taxes recoverable(net ofliability)

332615600 380504500

(4) Other advances 1071179500 1155243400Total 4497240800 11399114400

HIRA AUTOMOBILES LIMITED

56

20 OTHER CURRENT ASSETSAs at March 312016 As at March 312015

Prepaid Expenses 80877200 52811400

Total 52811400

21 REVENUE FROM OPERATIONSAs at March 312016 As at March 312015

Sale of products 290733945600 301324413800Sale of services 9681919400 10435033800

Other operating revenues 9957031800 11974222600310372896800 323733670200

Less Excise duty - -Total 310372896800 323733670200

22 OTHER INCOMEAs at March 312016 As at March 312015

Interest income 87335400 279807100Other Non-operating income 49659200 245604900Total 136994600 525412000

23 COST OF MATERIAL CONSUMEDAs at March 312016 As at March 312015

Purchases Raw-Materials and PackingMaterials

1357073500 1293751900

Add Opening balance of stock - -1357073500 1293751900

Less Closing balance of stock - -Total 1357073500 1293751900

80877200

24 PURCHASE OF STOCK IN TRADEAs at March 312016 As at March 312015

Purchases of Traded goods 281848216100 294479334400

Total 281848216100 294479334400

25 CHANGES IN INVENTORIESAs at March 312016 As at March 312015

Finished Goodsat the beginning of the accounting period - -at the end of the accounting period - -Stock-in-Tradeat the beginning of the accounting period 40489156300 40302950600at the end of the accounting period 41208502100 40489156300Total (719345800) (186205700)

26 EMPLOYEE BENEFIT EXPENSESAs at March 312016 As at March 312015

Salary and Wages 8156996000 9654096800HRA Expenses and other allowance 2733336200 1148756100Contribution to Provident fund 587123100 490338400Contribution to Employees state Insurance fund 157923000 161030000Workers and Staff Welfare 299823200 269213600Gratuity Expenses 95497100 64570600Bonus 420931500 903597900Employees Training and Uniform expenses 213124000 253129400Total 12664754100 12944732800

HIRA AUTOMOBILES LIMITED

57

27 FINANCE COSTSAs at March 312016 As at March 312015

Interest ExpenseInterest to Banks 4309580000 3483884100Interest on Unsecured loans 1196279800 577607600Interest to Customers (36290200) (95330900)Interest to MSIL (121679800) (50429300)Interest to Bank on Vehicle loan 29667800 43272600Bank Charges 227277200 198230800

Total 5604834800 4157234900

28 OTHER EXPENSESAs at March 312016 As at March 312015

Accessories Expenses 9551600 18313400Festival Expenses 30357200 8141000Donation 13123500 9144500Freight Inward 23896900 26399000Power amp Fuel 913761800 911434100Software Usage Charges 91413600 86473500Entertainment Exp 19129900 29106000Rent Rates amp Taxes 701191800 671145200General Expenses 162725500 138611000Godown Rent 57600000 48125000Insurance 161551400 173705300Legal expenses 43474400 60436900Misc Expenses 7073900 3598300News Paper amp Periodicals 9374100 7947200Outside Labour Expenses 284322400 102072700Payment to the Auditors 48313400 15000000Postage amp Courier Expenses 10683600 13298800Professional Charges 147965200 1006744000Printing amp Stationery 165125400 223093400Repair to Buildings and fixed assets 309177500 427256800MDS Expenses 21264900 35806500Telephone Expenses 326712100 525640000Workshop Expenses 325704400 579373600Vehicle Running Expenses 182200200 225090800Other expenses 18263600 405070100Advertisement ExpensesDiscounts

99310800745200400

118382500821623000

Customer welfare 146224200 161357500Demo Expenses amp PDI Expenses 372510300 437441500Sales Promotion 696744200 773152400Sale Commission amp Incentives 160190000 35180000Pool Cancellation and lifting charges 202092600 166694500Marketing Staff Tour expensesTrue Value Expenses

531070200358105500

581622300442725000

Total 7395406500 8383136200

HIRA AUTOMOBILES LIMITED

58 HIRA AUTOMOBILES LIMITED

Post-Employment BenefitsDefined Contribution PlansA defined contribution plan is a post-employment benefit plan under which the Company pays specifiedContributions to a separate entity The Company makes specified monthly contributions towards ProvidentFund Superannuation Fund and Pension Scheme The Companys contribution is recognized as an expense inthe Profit and Loss Statement during the period in which the employee renders the related service

The Company does not deal with Foreign Currency hence AS-11 ldquoEffect of changes in Foreign Exchangesissued bythe Institute of Chartered Accountantsof India isnot applicable

Cash Flow Statements has been prepared following the indirect method set out in the Accounting Standard-3 on ldquoCash Statements ldquoissued by the Institute of Chartered Accountants of India

(i) Income tax expenses for the period comprise of Current Tax amp Deffered Tax(ii) Current tax is measured at the amount expected to be paid to the tax authorities using the applicable tax

Rates of the Income TaxAct 1961(iii) Deferred Tax is calculated on the timing differences being the difference between accounting income and

taxable income which originates in one period and are capable of reversal in one or more subsequentaccounting periods in accordance with the provisions of Accounting Standard -22 on ldquoAccounting forTaxeson Incomerdquo issued by the Institute of Chartered Accountants of IndiaDeferred tax assets are recognized only to the extent that there is a reasonable certainty that sufficientfuture income will be available except that deferred tax assets in case there are unabsorbed depreciationor losses are recognized if there is virtual certainty that sufficient future taxable income will be available torealize the same

Depreciation on Fixed Assets is provided on the basis of Straight Line Method (SLM) Depreciation isprovided based on useful life of the assets as prescribed in Schedule II to the Companies Act 2013

Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and itis probable that an outflow of resources will be required to settle the obligation and a reliable estimate canbe made Provisions are not discounted to their present value and are determined based on the bestestimate required to settle the obligation at the reporting date These estimates are reviewed at eachreporting date and adjusted to reflect the current best estimatesContingent liabilities are disclosed unless the possibility of outflow of resources is remoteContingent assets are neither recognized nor disclosed in the financial statements

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value Animpairment loss is charged to the Profit and Loss Statement in the year in which an asset is identified asimpaired The impairment loss recognized in prior accounting period is reversed if there has been a changein the estimate of recoverable amount

G) ForeignCurrencyTransaction

H) CashFlowStatements

J) Depreciation

K) ProvisionsandContingent liabilities

L) Impairment ofAssets

I) TaxesonIncome

59 HIRA AUTOMOBILES LIMITED

M) EarningsPer Share

N) Segment Reporting

has been made in accordance with the requirement of Accounting Standard (AS) -20 on Earnings PerShare issued by the Institute of Chartered Accountants of India Diluted Earning per share is the same asBasic Earning per share because there is no potential equity shares which would have dilutive effect onearning per shares to equity shareholders

The Company is Authorized Dealer of Maruti Suzuki India Limited (MSIL) and hence is engaged in thebusiness of sale amp service of MSIL vehicles As the basic nature of sale of variants of vehicles is governedby the same set of risk amp returns these have been grouped as single segment as per AccountingStandard(AS-17) on segment reporting issued by the Institute of Chartered Accountants of India

2 Detail in respect of Opening Stock Sales and Closing Stock as follows

3 (a) During the year the company has recognized the following amounts as Defined Contribution Pan in theProfit and Loss Account

i) Employers Contribution to Provident Fund - Rs 5871 Lacsii) Employers Contribution to Employee State Insurance - Rs 1579 Lacs

The calculation of Earnings Per Share (EPS) as disclosed in the Balance Sheet Abstract

(b) During the year the Company has made provision for Gratuity in books asdesigned benefit plan

4 Subsequent to Accounting Standards -22 Accounting for Taxes on Income Issued by the Institute ofCharteredAccountants of India Deferred Tax Expenses of Rs 120557700 for the periods is recognized inthe profit and LossAmount

Calculation of Deferred TaxLiability is as followsWritten down value of Fixed Assets as on 31032016 (As per Company Act) 168178793Written down value of Fixed Assets as on 31032016 (As per Income Tax Act) 114371729bull Timing Difference 53807064bull Tax 3090 16626383bull Deferred Tax Liability as on 31032016 16626383bull Deferred Tax Liability as on 31042015 15420806bull Deferred Tax Liability to be provided for 1205577

5 Legal amp Professional Fees includes Payments to Auditors comprising as follows-i) Statutory Audit fee Rs 10000000ii) Tax audit and Vat audit Fee Rs 5000000

6 Related Party Disclosure in accordance with Accounting Standard-18

Pacific Finlease Pvt LtdRahul Sidhu Enterprises Pvt LtdRSG Studios Pvt Ltd

(a) Enterprises owned or Significantly Influenced by Directors and their Relatives

60 HIRA AUTOMOBILES LIMITED

Particulars Opening Stock Sales Closing StockQty

825VehiclesSpares ampAccessory

Amount(Rs In Lacs)

37213632756

Qty

5627

Amount(Rs In Lacs)2647068260272

Qty

1131

Amount(Rs In Lacs)

38093031155

b)

Pacific Finlease Pvt Ltd

Rahul Sidhu Enterprises Pvt Ltd

RSGStudios Pvt Ltd

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 1915Interest Recovered during the financial year 207

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 14379Interest Recovered during the financial year 035

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 6229Interest Recovered during the financial year 618

7 Calculation of Earning Per Share is as follows Profit after Tax as per Profit amp Loss Account as on 3132016 5630835

For Basic Earning Per share 2753440For Diluted Earning Per Share 2753440

Basic 219Diluted 219

8 Balance confirmation letters have been obtained from some of the parties on test check basis9 Figures of Previous year have been re-grouped and re classified wherever necessary in order to

conform to the current years presentation

As per our report of even date

No of Equity Share (Face value Rs 10- each)

Detail of transaction for the financial year 2015-16

Earning Per Share

61 HIRA AUTOMOBILES LIMITED

Page 13: HIRAAUTOMOBILESLIMITED - bseindia.com · S. Isher Singh Director Mrs. Neha Sidhu Whole time Director Mrs ... Name Rahulinder Singh Sidhu Age 34 Brief Resume Working as Director in

NOMINATIONANDREMUNERATIONCOMMITTEE

REMUNERATIONPOLICY

As per the section 178(1) of the Companies Act 2013 the Companys Nomination and Remuneration Committeecomprises of three Non-executive Directors The table sets out the composition of the Committee as on31032016

The date of meetings of committee and attendance of members is given in report on corporate governanceattached with the report

The Terms of Reference of the Nomination and Remuneration Committee are as under1 To identify persons who are qualified to become Directors and who may be appointed in senior management

in accordance with the criteria laid down recommend to the Board their appointment and removal and shallcarry out evaluation of every Directors performance

2 To formulate the criteria for determining qualifications positive attributes and independence of a Directorand recommend to the Board a policy relating to the remuneration for the Directors Key ManagerialPersonnel and other employees

3 The Nomination and Remuneration Committee shall while formulating the policy ensure thata The level and composition of remuneration is reasonable and sufficient to attract retain and motivate

Directors of the quality required to run the Company successfullyb Relationship of remuneration to performance is clear and meets appropriate performance benchmarks

andc Remuneration to Directors Key Managerial Personnel and senior management involves a balance

between fixed and incentive pay reflecting short and long-term performance objectives appropriate to theworking of the company and its goals

4 Regularly review the Human Resource function of the Company5 Discharge such other function(s) or exercise such power(s) as may be delegated to the Committee by the

Board from time to time6 Make reports to the Board as appropriate7 Review and reassess the adequacy of this charter periodically and recommend any proposed changes to

the Board for approval from time to time8 Any other work and policy related and incidental to the objectives of the committee as per provisions of the

Act and rulesmade there under

The remuneration paid to Executive Directors is recommended by the Nomination and RemunerationCommittee and approved by Board in Board meeting subject to the subsequent approval of the shareholders atthe General Meeting and such other authorities as may be required The remuneration is decided afterconsidering various factors such as qualification experience performance responsibilities shouldered industrystandards aswell as financial position of the Company

The Non Executive Directors have not been paid any Sitting Fees during the year

Termsof Reference

`

RemunerationtoExecutiveDirectors

RemunerationtoNonExecutiveDirectors

14

Isher Singh Chairman Independent Non ExecutiveRupinder Kaur Member Independent Non ExecutiveRajbir Kaur Member Independent Non Executive

HIRA AUTOMOBILES LIMITED

AUDITCOMMITTEE

SECRETARIALAUDITREPORT

VIGILMECHANISM

SHARESa BuyBackofSecurities

b Sweat Equity

c BonusShares

d EmployeesStockOptionPlan

ORDEROFCOURT

DETAILSOFADEQUACYOFINTERNALFINANCIALCONTROLS

SHARESINSUSPENSEACCOUNT

According to Section 177 of the Companies Act 2013 the companys Audit Committee comprised of threedirectors The board has accepted the recommendations of the Audit Committee The table sets out thecomposition of the Committee as on 31032016

The date of meetings of committee and attendance of members is given in report on corporate governanceattached with the report

There are certain observations in the Secretarial Audit Report which require corrective actions and the Board hasgiven necessary instructions in this regard Further the Secretarial Audit Report as provided by Mr RavinderKumar Company Secretary in Practice for the financial year ended 31st March 2016 is annexed herewith foryour kind perusal and information

As per Section 177(9) and (10) of the Companies Act 2013 and as per the Clause 49 of the Listing Agreementthe company has established Vigil Mechanism for directors and employees to report genuine concerns andmade provisions for direct access to the chairperson of the Audit Committee Company has formulated thepresent policy for establishing the vigil mechanism Whistle Blower Policy to safeguard the interest of itsstakeholders Directors and employees to freely communicate and address to the Company their genuineconcerns in relation to any illegal or unethical practice being carried out in the Company

The Company has not bought back any of itssecurities during the year under review

The Company has not issued any Sweat Equity Sharesduring the year under review

No Bonus Shares were issued during the year under review

The Company has not provided any Stock Option Scheme to the employees

There is no significant and material order passed by the regulators or courts or Tribunals impacting the goingconcern status and companys operation in future

Internal Financial Controls are adequate and are in consonance with the size and operations of the Company

i Aggregate number of shareholders and the outstanding shares in the suspense account lying at the

15

Isher Singh Chairman Independent Non ExecutiveRupinder Kaur Member Independent Non ExecutiveRajbir Kaur Member Independent Non Executive

HIRA AUTOMOBILES LIMITED

ii Number of shareholders who approached issuer for transfer of shares fromsuspense account during theyear=nil

iii Number of shareholders to whomshareswere transferred fromsuspense account during the year=niliv Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end

of the year=nil

i Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account atthe beginning of the year=nil

ii Number of shareholders who approached the issuer for transfer of shares from the Unclaimed SuspenseAccount during the year=nil

iii Number of shareholders to whom shares were transferred from the Unclaimed Suspense Account during theyear=nil

iv Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account atthe end of the year=nil

The material variations between the projectionsand the actual utilization are not applicable

The Code of Conduct of Hira Automobiles Limited is attached herewith

Management Discussion and Analysis Report is attached herewith

The Company has in place `Prevention of Sexual Harassment Policy` This Anti-Sexual Harassment policyof the Company is in line with the requirements of The Sexual Harassment of Women at the Workplace(Prevention Prohibition amp Redressal) Act 2013 All employees (permanent contractual temporary andtrainees) are covered under this policy An Internal Complaints Committee (ICC) is in place to redresscomplaints received regarding sexual harassment The following is a summary of sexual harassmentcomplaints received and disposed off during the year - No of complaints received Nil -No of complaintsdisposed off NA

Your Directors wish to express their grateful appreciation to the continued co-operation received from theBanks Government Authorities Customers Vendors and Shareholders during the year under review YourDirectors also wish to place on record their deep sense of appreciation for the committed service of theExecutives staff and Workers of the Company

SHARESINUNCLAIMEDSUSPENSEACCOUNT

MATERIALVARIATIONS

CODEOFCONDUCT

MANAGEMENTDISCUSSIONANDANALYSISREPORT

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION PROHIBITION ampREDRESSAL) ACT 2013

ACKNOWLEDGEMENT

16 HIRA AUTOMOBILES LIMITED

17

FORM NO MGT-9

i CIN L50101CH1989PLC009500

ii Registration Date 06071989

iii Name of the Company Hira Automobiles Limited

iv CategorySub-Category of the Company Indian Non Government Company

v Address of the Registered office and contact details 0598 Sector 18-B Chandigarh 160018Tele - 0175-2209100101102

vi Whether listed company Yes

vii Name Address and Contact details of Registrarand Transfer Agent If any

Ms Beetal Financial amp Computer ServicesPrivate LimitedBeetal House 3rd Floor99 Madangir BehindLocal Shopping Center Near Data HarsukhdasMandir New Delhi-110062 Ph 011-2996128182FAX011-29961284

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 or more of the total turnover of the company shall be stated-

1 Selling of Cars spare parts accessories etc 100NA

III PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

1 NIL NIL NIL NIL NIL

[Pursuant to section 92(3) of theCompanies Act 2013 and rule12(1) of the Companies (Mangementand Administration) Rules 2014]

I REGISTRATION AND OTHERS DETAILS

HIRA AUTOMOBILES LIMITED

18

Demat Physical Total of TotalShares

Demat Physical Total ofTotal

Shares

1) IndianIndividualHUF

2635700 2635700 9572 2635700 2635700 9572

CentralGovtState

Govt(s)Bodies CorpBanks FIAny Other

2635700 2635700 9572 2635700 2635700 9572

NRIs-IndividualsOther-

IndividualsBodies CorpBanks FIAnyOtherhellip

PublicShareholding

MutualFundsBanks FI

i Category-Wise Share Holding

Sub-Total)A)(2)

Central Govt

iv Shareholding Pattern (Equity Share Capital Breakup as percentage of Total Equity)

a) State Govt(s)b)Venture Capital

Funds

c) InsuranceCompanies

HIRA AUTOMOBILES LIMITED

19

d)FIIse)Foreign Venture

Capital Fundsf) Others (specify)

Sub-total(B)(1)

2 Non Institutionsa) Bodies Corp

(i) Indian

(ii) Overseas

500 500 002 500 500 002

(ii) Individual

(i) Individualshareholders

holding nominalshare capital uptoRs 2 lakh

116740 116740 424 116740 116740 424

shareholdersholding nominalshare capital inexcess of Rs 1lakh

c) Others(Specify)-NRI

500 500 002 500 002

Sub-total(B)(2) 117740 117740 428 117740 428TotalPublicShareholding(B)=(B)(1)+(B)(2)

117740 117740 428 117740 428

CShares heldby

CustodianforGDRsampADRsGrandTotal

(A+B+C) 2753440 2753440 100

500

117740

117740

2753440 2753440 100

b) Individuals

HIRA AUTOMOBILES LIMITED

20

Sr

No

Shareholderrsquos

Name

Shareholding at the beginning of the

year

Shareholding at the end of the year

No ofShares

of totalShares ofthecompany

of SharesPledged encumberedto totalshares

No ofShares

1 Rajinder KaurBhattal

826000 3000 000 826000

2 Kuldeep SinghBhattal

272100 988 000 272100

3 RahulinderSingh Sidhu

270000 981 000 270000

4 Simran Bajwa 265000 962 000 2650005 D S Sangha 51600 187 000 516006 Preet Sangha 25400 092 000 254007 Vikram Bajwa 24700 090 000 247008 Manjeet Kaur

Sangha862900 3134 000 862900

9 AmandeepSingh Sangha

21600 078 000 21600

10 Karamjit Singh 15400 056 000 1540011 Neha Sidhu 1000 004 000 1000

of totalShares ofthecompany

of SharesPledged encumberedto totalshares

change inshareholdingduring theyear

3000 000 000

988 000 000

981 000 000

962 000 000187 000 000092 000 000090 000 0003134 000 000

078 000 000

056 000 000004 000 000

No of shares No of shares of total sharesof the company

At the beginning of the year NIL NIL NIL NIL

At the End of the year

ii Shareholding of Promoters

iii Change in Promoters Shareholding (please specify if there is no change)

of total sharesof the company

NIL NIL NIL NIL

NIL NIL NIL NIL

Date wise Increase Decreasein Promoters Share holdingduring the year specifying thereasons for increasedecrease (eg allotmenttransfer bonus sweat equityetc)

HIRA AUTOMOBILES LIMITED

21

Indebtedness at thebeginning of the financialyeari) Principal Amountii) Interest due but not paidiii) Interest accrued but not

142138000 8157035200 8299173200

Total(i+ii+iii) 142138000 8157035200 8299173200Change in Indebtednessduring the financial year- Addition- Reduction (142138000)

2761646100(142138000)

Net Change (142138000) 2761646100 2619508100

Indebtedness at theend of the financial yeari) Principal Amountii) Interest due but not paidiii) Interest accrued but notdue

- 10918681300 10918681300

Total (i+ii+iii) - 10918681300 10918681300

iii INDEBTEDNESSIndebtedness of the Company including interest outstandingaccrued but not due for payment

2761646100

HIRA AUTOMOBILES LIMITED

22

Stock Option 000 000 000

Sweat Equity 000 000 000

Commission- as of profit- others specify

000 000 000

Others please specify 000 000 000

Total(A) 84000000 96000000 180000000

Ceiling as per the Act

REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A Remuneration to Managing Director Whole-Time Directors andor Manager

NEHA SIDHU RAHULINDERSINGH SIDHU

(b)Value of perquisites us17(2) Income-tax Act1961

( )17 3 Income- taxAct1961 000 000

Gross salary(a)Salary as per provisions contained

1961

84000000 96000000 180000000

(c)Profits inlieu of salary under section

000

000

000 000

in section17(1) of the Income-tax Act

HIRA AUTOMOBILES LIMITED

23

Independent DirectorsmiddotFee for attending board committee meetings

middotCommission

middotOthers please specify

NIL NIL NIL NIL NIL

Total(1) NIL NIL NIL NIL NILOther Non-Executive Directors

middotFee for attending board committee meetingsmiddotCommissionmiddotOthers please specify

NIL NIL NIL NIL NIL

Total(2) NIL NIL NIL NIL NIL

Total(B)=(1+2) NIL NIL NIL NIL NIL

Total Managerial Remuneration NIL NIL NIL NIL NIL

Over all Ceiling as per the Act NIL NIL NIL NIL NIL

CEO Company CFO TotalSecretary

Gross salary(a)Salary as per provisionscontained in section17(1)of

the Income tax Act 1961

000 000 285487 285487

000 000 000 000

Sweat Equity 000 000 000 000

- (b)Value of perquisites us

17(2)Income-taxAct1961

000

000

000

000

000

000

000

000

Commission- as of profit-others specifyhellip

000 000 000 000

Others please specify 000 000 000 000

Total 000 000 285487 285487

C Remuneration to Key Managerial Personal Other Than MDManagerWTD

(C)Profits inlieu of salary undersection 17(3) Income-taxAct 1961

Sweat EquityStock Option

IV PENALTIESPUNISHMENTCOMPOUNDINGOFOFFENCES--------------------------------------------NIL---------------------------------------

HIRA AUTOMOBILES LIMITED

B Remuneration to other directors

24

Parti culars Details

A Name(s) of the related party and nature of relationship Rahul Sidhu Enterprises Pvt Ltd

B Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not SpecifiedD Salient terms of the contracts or arrangements or transactions

including the value if anyAt bank rate of Interest

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the Board 30042015G Amount paid as advances if any 226620-

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

2 Details of contracts or arrangements or transactions not at arms length basis

Par t i cul ars Details

A Name(s) of the related party and nature of relationship RSG Studios Pvt Ltd

B Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not Specified

D Salient terms of the contracts or arrangements or transactionsincluding the value if any

At bank rate of Interest

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the Board 30042015

G Amount paid as advances if any 971927-

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

HIRA AUTOMOBILES LIMITED

NA

NA

CONSERVATIONOFENERGY TECHNOLOGYABSORPTIONANDFOREIGNEXCHANGEOUTGO

(A) Conservationof energy

(B) Technologyabsorption

(C) ForeignexchangeearningsandOutgo

Steps taken impact on conservation of energy with special reference to the following(i) Steps taken by the company for utilizing alternate sources of energy including waste generated - NIL(ii) Capital investment on energy conservation equipment - NIL

1 Efforts in brief made towards technology absorption - NIL2 Benefits derived as a result of the above efforts eg product improvement cost reduction product

development import substitution etc - NIL3 In case of imported technology (imported during the last 3 years reckoned from the beginning of the

financial year) following information may be furnished(a) Details of technology imported - NIL(b) Year of import - NIL(c) Whether the technologybeen fully absorbed- NIL(d) If not fully absorbed areaswhere absorption hasnot taken place and the reasons therefore- NIL

4 Expenditure incurred on Research and Development

25

Earnings NIL

Outgo NIL

including the value if any

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the BoardG Amount paid as advances if any Nil

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

A Name(s) of the related party and nature of relationship Pacific Finlease Pvt LtdB Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not Specified

D Salient terms of the contracts or arrangements or transactions At bank rate of Interest

NA

HIRA AUTOMOBILES LIMITED

26

RATIOOF REMUNERATION

(i) the ratio of the remuneration of each director to the median remun--eration of the employees of the company for the financial year

4701

(ii) the percentage increase in remuneration of each director Chief FinancialOfficer Chief Executive Officer Company Secretary or Manager if anyin the financial year

Nil

(iii) the percentage increase in the median remuneration of employees inthe financial year

Nil

(iv) the number of permanent employees on the rolls of company 866(v) the explanation on the relationship between average increase inremuneration and company performance

NA

(vi) comparison of the remuneration of the Key Managerial Personnelagainst the performance of the company

As per individual performance

Nil

(viii) average percentile increase already made in the salaries of employeesother than the managerial personnel in the last financial year and itscomparison with the percentile increase in the managerial remunerationand justification thereof and point out if there are any exceptionalcircumstances for increase in the managerial remuneration

Nil

(ix) comparison of the each remuneration of the Key Managerial Personnelagainst the performance of the company

As per individual performance

(x) the key parameters for any variable component of remuneraavailed by the directors

tion Nil

(xi) the ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess ofthe highest paid director during the year

Nil

(xii) Affirmation that the remuneration is as per the remuneration policyof the company

Yes

Vii) Variations in the capitalisation of the company price earningsratio as at the closing date of the current financial year and previousfinancial year and percentage increase over in the marketquotations of the shares of the company in comparison to the rate atwhich the company came out with last public offer incase of listecompanies and in case of unlisted companies the variations in the networth of the company as at the close of the current financial year andprevious financial year

HIRA AUTOMOBILES LIMITED

27 HIRA AUTOMOBILES LIMITED

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee StockPurchase Scheme) Guidelines 1999

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)

Regulations 1993 regarding the Companies Act and dealing with client(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009 and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998

(vi) Factories Act 1948 The Punjab Shops and Commercial Establishments Act 1958 The Payment of WagesAct 1936 The Minimum Wages Act 1948 Employees State Insurance Act 1948 The EmployeesProvident Fund amp Miscellaneous Provisions Act 1952 Payment of Bonus Act 1965 The Payment ofGratuity Act 1972 The Industrial Employment (Standing Orders) Act 1946 The Employment Exchange(Compulsory Notification of Vacancies) Act 1956 The Environment (Protection) Act 1986 The HazardousWastes (Management Handling amp Trans boundary Movement) Rules 2008 The Water (Prevention ampControl of Pollution) Act 1974 The Air (Prevention amp Control of Pollution) Act 1981 and The Punjab LabourWelfare Fund Act 1965

I have also examined compliance with the applicable clauses of the following

(i) Secretarial Standards issued by The Institute of Company Secretaries of India(ii) The Listing Agreement entered into by the Companywith BSE Limited

During the period under review the Company has complied with the provisions of the Act RulesRegulations Guidelines Standards etc mentioned above except to the extent as mentioned below

1 That Company has not complied with Regulation 38 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 relating to maintaining of minimum publicshareholding by a listed Company

2 That Company Secretary of the Company has resigned and new Company Secretary is to be appointed asrequired under Section 203 of The Companies Act 2013

3 That Company has not deducted and deposited labour welfare fund as required under The Punjab LabourWelfare Fund Act 1965

4 That Statutory bonus as required under Payment of Bonus Act 1965 has not been paid by the Companyduring the year

5 That there are related party transactions which are not in ordinary course of business and which are not atarms length basis

6 That there is carry forward of loans given to parties which are covered under section 185 of the CompaniesAct 2013

7 That the Company has 14 locations and some locations need to get registration under The Punjab Shopsand Commercial Establishments Act 1958 and some locations require factory license under Factories Act1948 whereas some locations require consent authorization for operation of a facility under pollution lawsand The Hazardous Wastes (Management Handling amp Trans boundary Movement) Rules 2008

8 That the periodical returns required to be filed under The Employment Exchange (Compulsory Notificationof Vacancies) Act 1956 has not been filed and are pending

I further report thatThe Board of Directors of the Company is duly constituted with proper balance of Executive Directors NonExecutive Directors and Independent Directors The changes in the composition of the Board of Directors thattook place during the period under review were carried out in compliance with the provisions of the Act

-

28 HIRA AUTOMOBILES LIMITED

Adequate notice is given to all directors to schedule the Board Meetings agenda and detailed notes on agendawere sent at least seven days in advance and a system exists for seeking and obtaining further information andclarifications on the agenda items before the meeting and for meaningful participation at the meeting

Majority decision is carried through while the dissenting members views are captured and recorded as part ofthe minutes

I further report that there are adequate systems and processes in the company commensurate with the size andoperations of the company to monitor and ensure compliance with applicable laws rules regulations andguidelines

This report is to be read with our letter of even date which is annexed as and forms an integralpart of this report

29 HIRA AUTOMOBILES LIMITED

30 HIRA AUTOMOBILES LIMITED

HIRA AUTOMOBILES LIMITEDCODEOF CONDUCT

PERSONTOWHOMTHECODEISAPPLICABLE

( ) GENERALSTANDARDOFCONDUCT

( ) APPLICABLELAWS

( ) CONFLICTOFINTEREST

( ) PROTECTINGCONFIDENTIALINFORMATION

This code is applicable to the following persons (hereinafter referred to as Officers of the company)-All the Board Members-The entire Core group Members of the Companyand heads of the department

1 Officers are expected to exercise good judgment to ensure the safety and welfare of employees consumerscustomers suppliers shareholders lenders and other stakeholders and to maintain a co-operativeefficient positive harmonious and productive work environment practice integrity in inter-personalrelationships work on the principal of mutual trust transparencyand teamwork

2 Officers are expected to acquire and maintain professional competence3 Officers are expected to observe discipline and conduct themselves both on and off-duty in a manner to

uphold the high image of the company4 Officers are expected to assist the company in identifying controlling mitigating and managing business

risks within the companys risk management policy framework5 Officers are expected to assist the company in providing to its employees a work environment free of

harassment and free of discrimination based on race religion creed color physical or mental disability agesex etc

6 Officers should not engage in selling or distribution or be in possession of or use narcoticspsychotropicdrugs or be under influence of alcohol while on duty

7 As Officers represent the Company before the public and various authorities they are expected to dressneatly and appropriately in a manner consistent with the nature of their work and the image of the company

8 Officers should not claim from the company unauthorized personal expenses9 Customersupplierinvestor Relationships- Officers who need to deal with customers suppliers and investors

should understand that they are dealing and therefore should uphold the image and goodwill generated andbuilt-up by the Companyover the year

Officers must acquire adequate Knowledge of all the applicable laws rules regulations order and notificationsunder regulatory framework as applicable to their functions and duties and should follow and comply with thesame and avoid violation breach or infringement thereof

Officers of the Company will avoid conflict of interest Conflict of interest is said to exit when personal interest mayhave a potential conflict with the interest of the company at large Where any transaction involves conflict ofinterest prior approval of the Managing Directors Executive Director and in case of a Director of the Boardshould be obtained

The Companys confidential information is a vita and asset It may relate to product product formula processproduct plans and road maps cost and financial information information as to customers suppliers dealers andemployees business arrangements and agreements as well as to patents trademarks copyrights and tradesecrets For the purpose of this Code confidential information would also include the information obtained by theCompany from a third party under a Non Disclosure Agreement Such confidential information should beprotected and safeguarded against unauthorized personal use and should not be disclosed to any one expect (i)with prior authorization (ii) in the ordinary course of carrying on the business of the Company In the course ofconducting the Companys Business Officers may come in possession of confidential information about itsemployees customers suppliers etc Officers should handle the same with utmost responsibility and prevent itsmisuse

I

II

III

IV

31 HIRA AUTOMOBILES LIMITED

( ) PREVENTIONOFINSIDERTRADING

( ) COMPANYSASSETS

( ) NONCOMPLIANCE

( ) ANYAMENDMENTSORMODIFICATIONTOTHECODEOFCONDUCT

( )ACKNOWLEDGEMENTOFRECEIPTOFCODEOFCONDUCTANDETHICS

1 COMPANY PHILOSOPHY ONCODEOF GOVERNANCE

2 BOARDOF DIRECTORS

V

VI

VII

VIII

IX

Officers are privy to price sensitive inside information and should not use it to make personal gains TheCompany has framed Code of Conduct for prevention of insider trading in the Securities of the CompanyOfficers should follow the same in letter and spirit

Protecting and safeguarding the Companys assets and properties and preventing their unauthorized usepersonal use is one of the key and prime responsibility of Officers Officers are personally responsible of theCompanys funds under their control Officers should use electronic communication facilities like e-mail Internetetc in a legal ethical and appropriate manner and not expose the Company to liability resulting from the illegalunauthorized or unethical use thereof

In case of non-compliance of any of the provisions of this Code of conduct the same shall be reported to theChairman of the Board of Directors of the Company

This Code of Conduct is subject to modification The Board of Directors has the requisite power and the authorityto update and amend the Code of Conduct from time to time

I have received and read the Companys Code of Conduct and Ethics and have understood the standards andpolicies contained therein I agree to comply with the Companys Code of Conduct and Ethics I hereby affirm tothe Company compliance with the Code Conduct and Ethics on an annual basis and also undertake to renewsuch affirmation in the first weekof April every year

Pursuant to Regulation 34 read with Schedule V to the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 a Report on Corporate Governance is givenbelow

The report on Corporate Governance is requirement under Listing Agreement entered into with stockExchange and forms part of the report of the Board of Directors to the shareholders of the Company Thisreport gives an insight into the organizational structure of the Company The vision of the company is to be afinancially sound profitable growth oriented company committed to building and maximizing sustainablevalue for all the shareholders In its endeavor to attain the goal visualized the company is laying maximumemphasis on the effective system of Corporate Governance

(a) CompositionThe present strength of Board of Directors of the Company is five comprising of two Promoter Directors and threeIndependent Directors having diversified professional experience Out of total strength of five Directors two areexecutive and three are Non-Executive The composition of Board of Directors as on 31 March 2016 is asunder

REPORT OF THEBOARDOFDIRECTORS ONCORPORATEGOVERNANCE

st

32 HIRA AUTOMOBILES LIMITED

SN Name DIN Designation Nature of Directorship

1 Rahul Inder SinghSidhu

00447452Chairman and ManagingDirector

Promoter Executive

2 Neha Sidhu 00460875 Whole-time director Promoter Executive

3 Isher Singh 02990779 Director Independent Non Executive4 Rajbir Kaur 06397998 Director Independent Non Executive

5 Rupinder Kaur 06403845 Director Independent Non Executive

6 Ramesh Kumar 00126036 Director Independent Non Executive

Sh Ramesh Kumar has resigned on 31122015 from the office of Director(b) Attendance of each Director at the Board Meetings held during the year 2015-16 and last Annual General

Meeting and number of other Boards or Board Committees in which heshe is a member is as under-

The detail of number of shares and convertible instruments held by non ndash executive directors is given asbelow

Shri Rahulinder Singh Sidhu Managing Director of the Company and Smt Neha Sidhu Whole Time Director on theBoard of Directors are related to each other as husband and wife

(c) During the year fifteen meetings of the Board ofDirectors were held on the following dates-

The familiarization programme imparted to independent directors is disclosed on weblinkof the Company

wwwhiraautomobilescom

33

30042015 30052015 31052015 21072015 31072015 15092015

30092015 31102015 02112015 30112015 02012016 0202201615022016 22022016 10032016

SN Name of non ndash executive Director No of Equity Shares Held No of convertibleinstruments Held

1 Rajbir Kaur Nil NA

2 Rupinder Kaur Nil NA3 Isher Singh Nil NA

Total Nil NA

SN

Name of Director No of BoardMeeting attended

No of otherDirectorship

Membershipin other

Committees

Attendance atlast AGM

1 Rahulinder Singh Sidhu 15 4 - Yes

2 Neha Sidhu 12 4 - Yes

3 Isher Singh 12 - 3 -

4 Rajbir Kaur 6 - 3 -

5 Rupinder Kaur 6 - 3 -

6 Ramesh Kumar 1 4 - -

HIRA AUTOMOBILES LIMITED

34

3 AUDITCOMMITTEE

4NOMINATIONANDREMUNERATIONCOMMITTEE

Remunerationpolicy

The terms of reference of the audit committee include all the matters as provided under Section 177 (4) of TheCompanies Act 2013 and the rules made there under and SEBI (LODR) Regulations 2015

As on 31 March 2016 In compliance with the provisions of Section 177(2) of the Companies Act 2013 AuditCommittee comprises of three Non-Executive Independent Directors five meetings of Audit Committee wereheld during the year under consideration on following dates

The details of members of the audit committee and their attendance is as under-

The terms of reference of Nomination and Remuneration Committee covers all the matters provided under theCompanies Act 2013 and the rules made there under and SEBI (LODR) Regulations 2015

As on 31 March 2016 in compliance with the provisions of Section 178(1) of the Companies Act 2013Nomination and Remuneration Committee comprises of three Non-Executive Independent Directors Twomeetings of Nomination and Remuneration Committee were held during the year under consideration on 30May 2015 and 10 March 2016The details of members of the audit committee and their attendance is as under-

Remuneration policy ensures that the level and composition of remuneration is reasonable and sufficient toattract retain and motivate directors of the quality required to run the company successfully and that relationshipof remuneration to performance is clear and meets appropriate performance benchmarks and that remunerationto directors key managerial personnel and senior management involves a balance between fixed and incentivepay reflecting short and long-term performance objectives appropriate to the working of the company and itsgoals

CompositionandMeetings

CompositionandMeetings

st

st

th

th

30052015 31072015 31102015 15022016 28032016

Name of Directors Position held in theCommittee

Category MEETINGSHeld Attended

Isher Singh Chairman Independent NonExecutive

Five Five

Rupinder Kaur Member Independent NonExecutive

Three Three

Rajbir Kaur Member Independent NonExecutive

Three Three

Name of Directors Position held in theCommittee

Category MEETINGS

Held Attended

Isher Singh Chairman Independent NonExecutive

Two Two

Rupinder Kaur Member Independent Non

Executive

Two Two

Rajbir Kaur Member Independent NonExecutive

Two Two

HIRA AUTOMOBILES LIMITED

35

5 REMUNERATIONOFDIRECTORS

6 STAKEHOLDERS GRIEVANCECOMMITTEE

7 GENERALBODYMEETINGS

There is no pecuniary relationship or transaction of the company with its independent directors other thanpayment of sitting fee to them for attending Board and Committee meetings Following Executive Directors werepaid as per detail given below

and no commission on profits is paid to any of the Directors No stock option has been given to any of theDirectors including Executive Directors

As on 31 March 2016 in compliance with the requirement of Section 178(5) of The Companies Act 2013Stakeholder Relationship Committee comprises of three Non-Executive Independent Directors to consider andresolve the grievances of security holders of the companyper detail given below

Sh Rahul Inder Singh Sidhu Managing Director has been appointed as Compliance officer for the purpose ofcomplying with various provisions of the Guidelines Regulations issued by Securities and Exchange Board ofIndia Listing Agreement with Stock Exchanges

The Company has not received any complaint during the year from the shareholders and there is no pendingcomplaint with the Company

(i) Location and time where last three Annual General Meetings were held is given below-

(i) Compositionst

(ii) ComplianceOfficer

(iii) Complaints

SN

NAME OFDIRECTOR

DESIGNATION SALARY Rs BENEFITS BONUS STOCKOPTIONS

PENSION

1 RahulinderSingh Sidhu

ManagingDirector

960000- - - - -

2 Neha Sidhu Whole TimeDirector

840000- - - - -

Name Category Designation

Isher Singh Independent Non Executive Chairman

Rupinder Kaur Independent Non Executive Member

Rajbir Kaur Independent Non Executive Member

Financial Year Date Time Venue

2012-13 30092013 1100 A M 20 Sector 8A Chandigarh 1100022013-14 30092014 500 PM 20 Sector 8A Chandigarh 110002

2014-15 30092015 500 PM 20 Sector 8A Chandigarh 110002

HIRA AUTOMOBILES LIMITED

36

(ii) Following Special Resolutions were passed in the previous 3 Annual General Meeting

(iii) No special resolution has been passed last year through postal ballot and no special resolution isproposed to be conducted through postal ballot

Quarterly results are normally published in the newspapers and also sent to BSE Limited Physical copy ofannual report which inter alia includes the Directors Report Corporate governance report Audited AccountsCash Flow Statements etc was sent to shareholders by post and also to BSE Limited The quarterly results andannual report isalso available on companys website at under investors section

Date 30092016 Time 0500 PM Day Friday and Venue Registered Office of the Company at 0598 Sector18B Chandigarh 160018

The companys Financial Year starts from 1 April every year and conclude on 31 March next year

The Register of Members and the Share Transfer Books of the Company shall remain closed from 29 day ofSeptember 2016 to 30 day of September 2016 (both days inclusive)

No dividend has been recommended by the Board this year and therefore information under this sub clause is nil

The shares of the Company are listed at BSE Limited only as other regional stock exchanges viz Delhi StockExchange Association Limited Ludhiana Stock Exchange Association Limited and Ahmedabad StockExchange Limited had been de-recoganised in the process of de-recoganition by Securities and ExchangeBoard of India The Company haspaid listing fee to BSE Limited

The Stock Code of the Company on BSE Limited is 531743

There was no trading of shares of the Company and no market price data is available Further Securities of theCompany were not suspended from trading by BSE Limited during last year

The Company has appointed Ms Beetal Financial amp Computer Services Private Ltd New Delhi as CommonAgency (RTA) for Share Transfer work in both modes physical as well as electronically Detail of RTA is as underMs Beetal Financial amp Computer Services Private LimitedBeetal House 3 Floor99 Madangir Behind Local Shopping Center Near Data Harsukhdas MandirNewDelhi- 110062 Ph 011-2996128182 Fax 011-29961284

The companys shares in dematerialized form transferable through depository system and Shares in physicalform are processed by Ms Beetal Financial amp Computer Services Private Limited The Board has authorised ShRahulinder Singh Sidhu Managing Director of the company to approve share transfers and matter relatedtherewith

8 MEANSOFCOMMUNICATION

9 GENERALSHAREHOLDERINFORMATIONAnnual General Meeting

Financial Year

BookClosure

Dividend

Listing

StockCode

StockMarket Data

Registrar andShareTransfer Agents

ShareTransfer System

wwwhiraautomobilescom

st st

th

th

rd

30092013 Nil

30092014 1 Approval for Borrowing Money in excess of the aggregate of the paid up share capital andfree reserves of the Company 2 Amendments in Articles of Association

30092015 Nil

HIRA AUTOMOBILES LIMITED

37

ReconciliationofShareCapital Audit

Distribution of shareholding

Dematerializationof sharesandliquidity

GDRsADRs

Mr Ravinder Kumar Practising Company Secretary carries out the Reconciliation of Share Capital Audit asmandated by SEBI and reports on the reconciliation of total issued and listed Capital with that of total sharecapital admitted held in dematerialized form with NSDL and CDSL and those held in physical form This audit iscarried out on quarterly basis and the report thereof is submitted to the Stock Exchanges

Detail of distribution of share holding of equity share of the Company by size and ownership class as on31032016 is given as under

The Shares of the company have not been traded on stock exchange during the period under review TheCompany has not been allotted ISIN and number of shares held in dematerialized formis nil

The Company has not issued any GDRsADRsWarrants or any Convertible instruments

UP TO 5000 129 6293 38840 38840000 14106

5001 TO 10000 49 2390 44500 44500000 16162

10001 TO 20000 7 341 10000 10000000 0363220001 TO 30000 4 195 9000 9000000 03269

30001 TO 40000 2 098 6800 6800000 02470

40001 TO 50000 1 049 4400 4400000 01598

50001 TO 100000 1 049 5200 5200000 01889

100001 AND ABOVE 10 585 2634700 2634700000 956876

Indian Promoter-IndividualHUF 11 2635700 9572

Non Resident Individual 1 500 002

Bodies Corporate 1 500 002

Resident Individuals-HUF 190 116740 424

HIRA AUTOMOBILES LIMITED

38

Plant ShowroomLocationsShowroom Locations

Address for correspondence

Related Party Transactions

Compliance

Vigil Mechanism

WhistleBlower Policy

Mandatory Requirements

1 Hira Automobiles Limited Rajbaha Road Patiala Ph No 0175-22091002 Hira Automobiles Limited Malout Road Muktsar Ph No 01633-2620203 Hira Automobiles Limited Village Bhadak Rajpura Ph No 01762-2448814 Hira Automobiles Limited Radha Swami Satsang Road Nabha PhNo 01765-5059595 Hira Automobiles Limited Muktsar Road Malout Ph No01637-2637246 Hira Automobiles Limited Patiala Pehowa Road DevigarhPh No0175-26311527 Hira Automobiles Limited Bathinda Malout Road Gidderbaha8 Hira Automobiles Limited Nabha Road Bhadson9 Hira Automobiles Limited Cheeka road Samana

10 Hira Automobiles Limited Malout Road Killianwali

Following is the address for correspondenceRegistered Office ndash Hira Automobiles Limited 0598 Sector 18-B Chandigarh 160018

There are no materially significant related party transactions that may have potential conflict with the interests ofcompany at large There were transactions with related parties at market price at arms length basis which aredisclosed in Form AOC ndash 2 attached herewith The policy on dealing with related party transactions is availableon web link of the Company

The Company has complied with all the provisions of listing agreement and that no penalties and or strictureshas been imposed on the company by Stock Exchange or SEBI or any statutory authority on any matter relatedto capital markets during the last three years

Detail of Vigil Mechanismis provided in the same heading in Directors Report

Company has formulated the Whistle Blower Policy to safeguard the interest of its stakeholders Directors andemployees to freely communicate and address to the Company their genuine concerns in relation to any illegalor unethical practice being carried out in the Company and that no personnel has been denied access to the auditcommittee

The Company has complied with all the mandatory requirements as stipulated in SEBI (Listing and DisclosureRequirements) Regulations 2015

10 OTHERDISCLOSURES

wwwhiraautomobilescom

HIRA AUTOMOBILES LIMITED

39

MANAGEMENTDISCUSSIONANDANALYSIS REPORT

1 Industrystructureanddevelopment

2 Opportunitiesandthreats

3 Segmentwiseor product wiseperformance

4 Outlook

5 Risksandconcern

6 Internal control systemsandtheir adequacy

HIRA AUTOMOBILES LIMITED

40

7 Discussiononfinancial performancewithrespect tooperational performanceDue to overall recessionary economy and internal competition with the new dealer there has been minoradverse impact on the financial stability of the company with respect to operational performance as the workingcapital limits of the company has increased substantially where as there is no growth in sales In comparison tominor growth in operational performance Profitability of the company has been decreasing during the yearinspite of higher burden of interest expenditure salary and wages and other admistrative expenses

8 HumanRecourses

9 Management of theCompany

Human Resource is considered to be the most prized assetof the company by the management Hence the work-forceis being looked after well and ensured that they remain motivated The 360 degree appraisal system ensures theirsatisfaction and brings out their concerns and bikerings which are addressed by the management immediately Thisimproves the employee-management relationship and makes themwork for the better future of the company

As Company has a large network of branches spread over 14 locations in two district of Patiala and Muktsar eachlocation is being managed by a rich experienced deemed CEO who is also known deemed key managerial personnelAll the branches key Managerial Personnel are reporting directly to CMD sitting at Patiala corporate office of thecompany

HIRA AUTOMOBILES LIMITED

41

COMPLIANCECERTIFICATEBYCHIEFEXECUTIVEOFFICERANDCHIEFFINANCIALOFFICER

We Rahulinder Singh Sidhu Managing Director and Sandeep Rana Chief Financial Officer of the Companyhereby certify thatA We have reviewed financial statements and the cash flow for the year ended 31 March 2016 and that to thebest of our knowledge and belief(1) These statements do not contain any materially untrue statement or omit any material fact or containstatements that might be misleading(2) These statements together present a true and fair view of the company affairs and are in compliance withexisting accounting standards applicable laws and regulationsB There are to the best of our knowledge and belief no transactions entered into by the Company during theyear that are fraudulent illegal or volatile to the companyscode of conductC We accept responsibility for establishing and maintaining internal controls for financial Reporting and that wehave evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting andwe have disclosed to the auditors and the audit committee deficiencies in the design or operation of such internalcontrols if any of which they are aware and the steps they have taken or propose to take to rectify thesedeficienciesD We have indicated to the auditorsand the Audit committee(1) Significant changes in internal control over financial reporting during the year(2) Significant changes in accounting policies during the year and that the same have been disclosed in thenotes to the financial statements and(3) There were no instances of fraud of which they have become aware and the involvement therein of themanagement or an employee having a significant role in the companys internal control system over financialreporting

I Rahulinder Singh Sidhu Managing Director of the Company hereby declare that all Board Members andSenior Management Personnel have affirmed compliance with the code of conduct for the Directors and SeniorManagement Personnel as approved by the Board for the Financial Year ended 31 March 2016

For

st

st

HIRA AUTOMOBILES LIMITED

42

AUDITORS CERTIFICATEONCORPORATEGOVERNANCE

The Board of DirectorsHira Automobiles LimitedChandigarh

We have examined the compliance of conditions of Corporate Governance by Hira Automobiles Limited for thefinancial year ended March 31 2016 as stipulated in the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015

The compliance of conditions of Corporate Governance is the responsibility of the management Ourexamination was limited to procedures and implementation thereof adopted by the company for ensuring thecompliance of the conditions of the Corporate Governance It is neither an audit nor an expression of opinion onthe financial statements of the company

In our opinion and to the best of our information and according to the explanations given to us we certify that thecompany has complied with the conditions of Corporate Governance as stipulated in the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015

We further state that such compliance is neither an assurance as to the future viability of the company nor theefficiency of effectiveness with which the management has conducted the affairs of the company

HIRA AUTOMOBILES LIMITED

43 HIRA AUTOMOBILES LIMITED

4

5

OPINION

REPORTONOTHERLEGALANDREGULATORYREQUIREMENTS

44 HIRA AUTOMOBILES LIMITED

Annexureldquo Ardquoto the Independent Auditors Report on the Standalone Financial Statements of Hira Automobiles Limited(Referred to in paragraph 1 (f) under Report on Other Legal and Regulatory Requirements of our report of evendate)

REPORT ON THE INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING UNDER CLAUSE (i)OF SUBSECTION3 OF SECTION 143 OF THE COMPANIES ACT 2013 (ldquoTHE ACTrdquo)

We have audited the internal financial controls over financial reporting of hira automobiles LIMITED (ldquotheCompanyrdquo) as of March 31 2016 in conjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

The Companys management is responsible for establishing and maintaining internal financial controlsbased onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the ldquoGuidance Noterdquo) issued by the Institute of Chartered Accountants of India These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherence to Companyspolicies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financial information as requiredunder the Companies Act 2013

Our responsibility is to express an opinion on the Companys internal financial controls over financial reportingbased on our audit We conducted our audit in accordance with the Guidance Note and the Standards onAuditing prescribed under Section 143(10) of the Companies Act 2013 to the extent applicable to an audit ofinternal financial controls Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if such controls operatedeffectively in all material respects Our audit involves performing procedures to obtain audit evidence about theadequacy of the internal financial controls system over financial reporting and their operating effectiveness Ouraudit of internal financial controls over financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditors judgement including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internalfinancial controlssystem over financial reporting

MANAGEMENTSRESPONSIBILITYFORINTERNALFINANCIALCONTROLS

AUDITORS RESPONSIBILITY

45 HIRA AUTOMOBILES LIMITED

MEANINGOFINTERNALFINANCIALCONTROLSOVERFINANCIALREPORTING

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVERFINANCIAL REPORTING

OPINION

A companys internal financial control over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles A companys internal financial controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of thecompany (2) provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and that receipts andpayments of the company are being made only in accordance with authorisation of management and directors ofthe company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the companys assets that could have a material effect on the financialstatements

Because of the inherent limitations of internal financial controls over financial reporting including thepossibility of collusion or improper management override of controls material misstatements due to error orfraud may occur and not be detected Also projections of any evaluation of the internal financial controlsover financial reporting to future periods are subject to the risk that the internal financial control over financialreporting may become inadequate because of changes in conditions or that the degree of compliance withthe policies or procedures may deteriorate

in our opinion to the best of our information and according to the explanations given to us the Companyhas in all material respects an adequate internal financial controls system over financial reporting and suchinternal financial controls over financial reporting were operating effectively as at March 31 2016 based onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note

46 HIRA AUTOMOBILES LIMITED

Annexure B To Auditors ReportAnnexure referred to in paragraph 3 of our report of even date

1 (a) The Company has maintained proper records showing full particulars including quantitativedetailsand situation of fixed assets at Corporate Office and in the process of maintaining at outlets

(b) We have been informed that the fixed assets of the company have been physically verified by themanagement at reasonable intervals and no material discrepancies were noticed on such verification

2 (a) As informed to us physical verification of inventory of the company has been conducted by themanagement at reasonable intervals (b) In our opinion and according to the explanations givento us the procedures of Physical verification of inventory followed by the management arereasonable and adequate in relation to the size of the company and the nature of its business

(c) In our opinion and according to the explanations given to us the Company is maintainingproper records of inventory We have been informed that no material discrepancies have been noticedon physical verification as compared to records

3 (a) According to the information and explanation given to us the Company has advanced inter corporatedeposits to three companies covered in the register maintained under section 189 of the CompaniesAct2013 and there is no stipulation as to the time period for recovery of principal and interest amount ofunsecured loan given

(b) Further as there is no stipulation as to the time period for recovery of principal amount ofunsecured loan given we are unable to comment on the overdue amount in respect of thesaid loan

4 In our opinion and according to the information and explanations given to us the Company has compliedwith the provisions of Sections 185 and 186 of the CompaniesAct 2013 in respect of grant of loans makinginvestments and providing guarantees and securities

5 According to the information and explanation given to us the Company has not accepted deposits frompublic Advances from customers for sale of vehicles and against sale promotion schemes run by theCompany to promote its sale are received and paid in the ordinary course of business

6 The maintenance of cost records under section 148(1) of the CompaniesAct 2013 has not been prescribedby the Central government for the Companysince it is not manufacturing Company

7 (a) According to the information and explanations given to us the company is generally regular indepositing all statutory dues including provident fund investor education and protection fundemployees state insurance income tax sales tax wealth tax custom duty excise duty cess and anyother statutory due with appropriate authority during the year

(b) According to the information and explanations given to us there are no disputed amount payables inrespect of provident fund investor education and protection fund employees state insurance incometax sales tax wealth tax customduty excise duty cess by the Company

(c ) No amount was lying with the company which was required to be transferred to investor education andprotection fund in accordance with the relevant provisions of the CompaniesAct 1956 (1 of 1956) andrulesmade there under

8 As informed to us the companyhas not defaulted in repayment of dues to financial institutions or banks

9 As informed to us the company has not given any guarantee for loans taken by others from bank orfinancial institutions

47 HIRA AUTOMOBILES LIMITED

10 As informed to us the proceeds of the term loans taken by the company are applied for the purpose forwhich the loans were obtained

11 Based on the audit procedures performed for the purpose of reporting the true and fair view of the financialstatements and as per the information and explanation given by the management we report that no fraudby the company has been noticed or reported during the course of our audit

48 HIRA AUTOMOBILES LIMITED

49

Particulars Note No As at As atMarch 312016 March 312015

I EQUITY AND LIABILITIES(1) Shareholders funds

(a) Share capital 2 2753440000 2753440000(b) Reserves and Surplus 3 6240053700 5676970200

(2) Non-current liabilities(a) Long term borrowings 4 10202167800 9006585600(b) Deferred tax liabilities (net) 5 1662638300 1542080600(c) Other long-term liabilities 6 5734992800 5067035200

(d) Long-term provisions 7 1339912400 1244415300(3) Current liabilities

(a) Short term Borrowings 8 49363423500 59501393100(b) Trade payables 9 1502741100 6123301200(c) Other current liabilities 10 3671194600 4679162300(d) Short term provisions 11 823155600 789863800

Total 83293719800 96384247300ASSETS

(1) Non-Current assets(a) Fixed assets

(i) Tangible assts 12 16817879700 16711642800(ii) Intangible assets 13 - -

(b) Non-current investments 14 1120000 1120000(d) Long-term loans and advances 15 2618538200 2251312400

(2) Current assets(a) Inventories 16 41208502100 40489156300(b) Trade Receivables 17 14372057700 13922503000(d) Cash and Cash equivalents 18 3697504100 11556587000(e) Short-term Loans and Advances 19 4497240800 11399114400(f) Other Current assets 20 80877200 52811400

Total 83293719800 96384247300

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

(IN RUPEES)

Chairman and Managing Director

Balance Sheet

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies 1

50

Particulars Note No Year Ended Year EndedMarch 312016 March 312015

I Revenue from operations 21 310372896800 323733670200II Other income 22 136994600 525412000III Total Revenue(I+II) 310509891400 324259082200IV Expenses

a Cost of Material Consumed 23 1357073500 1293751900b Purchase of Stock-in-Trade 24 281848216100 294479334400c Changes in Inventories of Finished Goods 25 (719345800) (186205700)d Employee Benefits Expenses 26 12664754100 12944732800e Finance Costs 27 5604834800 4157234900f Depreciation and Amortization expense 12 1358225700 1559476600g Other Expenses 28 7395406500 8383136200

Total Expenses 309509164900 322631461100V Profit before tax (III-IV) 1000726500 1627621100

VI Tax expense(a)Current tax 275985000 473844400(b)Deferred tax 120557700 -

VII Profit for the Year(V-VI) 604183800 1153776700VIII Prior period tax expenses 41100300 75346500IX Earnings per Equity Share(in Rupees) 563083500 1078430200

Basic 219 392Diluted 219 392

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

Profit amp Loss Account

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies

51

Particulars As at March 312016 As at March 312015A Cash Flow from Operating Activities

Net Profit before Tax 1627621100Adjustment forDepreciation 1559476600Interest expenses 4157234900Loss Profit on Sale of Fixed Assets -

Operating ProfitLoss before Working Capital Changes 7344332600Adjustment for(Increase)Decrease in Trade amp Other receivables 940107800(Increase)Decrease in Inventory (186205700)Increase(Decrease) in Trade Payables amp other provisions (4054306400)(Increase)Decrease in Other Loans amp Advances (4635970800)Cash generated from operations (592042500)Taxes Paid (549190900)Previous Year Taxes (Net) -Net Cash from Operating Activities (A) (1141233400)

B Cash Flow from Investing Activities(Purchase) of FixedCapital Expenditure (2227931100)Sale of Fixed Assets 883140700Sale(Purchase) of Investment (315826300)

Net Cash used in Investing Activities (B) (1660616700)C Cash Flow from Finance Activities

Proceeds from Long Term Borrowing (Net) (4869873700)Secured Loan 18024550800Unsecured Loan - 991878400Interest paid (4157234900)Net Cash from Financing Activities (C ) 9989320600

Net increase in Cash and Equivalents (A+B+C) 7187470500Opening Balance of Cash and Cash Equivalents 4369116500

Closing Balance of Cash and Cash Equivalents

1000726500

13582257005604834800

69725800

8033512800

(449554700)(719345800)

(5595236000)68738078008143184100(275985000)

(41100300)7826098800

(1622365700)88177300

(367225800)

(1901414200)

1959036900(10137969600)

(5604834800)(13783767500)

(7859082900)11556587000

3697504100 11556587000

Notes1 Figures in brackets indicate cash outflow2 The above Cash Flow Statement has been prepared under the indirect method set out in AS 3-Cash

Flow Statement as prescribed by Companies (Accouning Stanadards)Rules2006

This is the Cash Flow Statement referred to our report of even date

Cash Flow Statement

HIRA AUTOMOBILES LIMITED

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

For the Year Ended 31 March 2016st

52

Notes to Accounts2 SHARE CAPITAL

As at March 31 2016 As at March 312015(1)AUTHORISED6000000 Equity shares of Rs10-each 6000000000 6000000000

FULLY PAID UP

ISSUEDSUBSCRIBED -2753440 Equity shares of Rs10 each

6000000000 6000000000

2753440000 2753440000

2753440000 2753440000

Shares at the beginning of the accounting Period2753440 Equity shares of Rs10- each 2753440000 2753440000Additions during the year - -Shares outstanding at the end of year 2753440000 2753440000Total 2753440000 2753440000

(a) Rights Preferences and Restrictions Attached to sharesEquity Shares The Company has only one class of equity shares having a par value of Rs 10 per shareEach Shareholder is entitled to one vote per share In the event of liquidation of the company the holder ofequity shares will be entitled to receive any of the remaining of the Company after distribution of allpreferential amounts However no such preferential amount exist currently The distribution will be inproportion to the number of equity shares held by the equity shareholders(b) Detail of Shares held by Shareholders holding more than 5 of the Aggregate Shares in theCompany

Name of Shareholders No of Shares Shareholding as at March31 2016

Rajinder Kaur Bhattal 826000 3000Kuldeep Singh Bhattal 272100 988Rahul Sidhu 270000 981Simran Bajwa 265000 962Manjeet Kaur Sangha 862900 3134

3 RESERVES AND SURPLUSAs at March 312016 As at March 312015

General reserveAt the beginning of the accounting period 723675000

-

-

-

-

723675000Additions during the yearAt the end of the accounting period 723675000 723675000Surplus in Statement of Profit and LossAt the beginning of the accounting period 4953295200 3874865000Additions during the year 563083500 1078430200(balance in statement of profit amp loss ac)prior period expenses written offtransfer tofrom reservesAt the end of the accounting period 5516378700 4953295200

Total 6240053700 56769702004 LONG TERM BORROWINGS

As at March 312016 As at March 312015SECUREDTerm loan(Secured against hypof car and guaranteed bythe directors of the co)

(Secured against Focal Point Properties andguaranteed by directors)

-

5018479300

142138000

5774447600

UNSECUREDLoans from directors 5183688500 3090000000Loans from shareholders and public - -Total 10202167800 9006585600

Term loan

HIRA AUTOMOBILES LIMITED

53

5 DEFERRED TAX LIABILITIES (NET)As at March 312016 As at March 312015

Deferred tax liabilities 1662638300 1542080600Total 1662638300 1542080600

6 OTHER LONG TERM LIABILITIESAs at March 312016 As at March 312015

Sales promotion scheme- Customeradvances

5046479000 4415090000

Security from Employees 688513800 651945200Total 5734992800 5067035200

7 LONG TERM PROVISIONSAs at March 312016 As at March 312015

Gratuity provision 1339912400 1244415300Total 1339912400 1244415300

10 OTHER CURRENT LIABILITIESAs at March 312015

Current maturities of long term debts 880473400 1674618400Interest accrued and due on borrowings - -Value added tax and CST 2185026500 2517359600TDS payable 111535600 157798400Current year taxes payable(net of advance tax) - -

Other payables 494159100 329385900Total 3671194600 4679162300

11 SHORT TERM PROVISIONS

(a) Provisions for employee benefits 823155600 789863800

8 SHORT TERM BORROWINGSAs at March 312016 As at March 312015

Secured loans from banksPunjab National Bank -(secured against hypothecation of stockand book-debts)Gur Mandi Patiala 30680878500 29077205300Gagan Chowk Rajpura 1863121400 1705992300New Grain Market Muktsar and Malout 842363700 757042200Inventory funding 15977059900 27961153300(secured against hypothecation of stockand book-debts)Total 49363423500 59501393100

9 TRADE PAYABLESAs at March 312016 As at March 312015

Sundry Creditors 357269200 2822407500Advance from Parties-Interest free 1145471900 3300893700Total 1502741100 6123301200

HIRA AUTOMOBILES LIMITED

As at March 312016 As at March 312015

Total 823155600 789863800

As at March 312016

54 HIRA AUTOMOBILES LIMITED

14 NON CURRENT INVESTMENTAs at March 312016 As at March 312015

Investment in Shares 1120000 1120000Investment in Mutual Funds - -

Total 1120000 1120000

15 LONG TERM LOANS AND ADVANCESAs at March 312016 As at March 312015

Security Deposits 366283000 337485500(Unsecured considered good unlessOtherwise Stated)Intercorporate Deposits 2252255200 1913826900Total 2618538200 2251312400

16 INVENTORIESAs at March 312016 As at March 312015

(As taken valued amp certified by the management)

Stock in Trade (in respect of goodsacquired for trading )

38093012700 37213584000

Stores Spares amp Loose tools 3115489400 3275572300

Total 41208502100 40489156300

17 TRADE RECEIVABLESAs at March 312016 As at March 312015

(unsecured considered good unlessotherwise stated)(1)Debts outstanding for a period exceeding

six months from the date they are due 513584600 623548900(2)Other debts 13858473100 13298954100Total 14372057700 13922503000

55

18 CASH amp CASH EQUIVALENTS As at March 312016 As at March 312015

(a) Balance with BanksFixed deposits 1260950600 812770600(Earmarked balances with banksheld as margin moneyagainst borrowingsand other commitments)Current accounts 1243916600 6403274200Gold Coins 29547200 29547200(b) Cheques Draft on HandCheques in HandCash in hand

202088500961001200

30714258001239569200

Total 3697504100 11556587000

19 SHORT TERM LOANS amp ADVANCESAs at March 312016 As at March 312015

(Unsecured considered good unlessotherwise stated)advances recoverable in cash orin kind for the value to be received(1)Advance to parties 2541662700 9294257800(2) Receivable from revenue authorities 551783000 569108700(3)Current years taxes recoverable(net ofliability)

332615600 380504500

(4) Other advances 1071179500 1155243400Total 4497240800 11399114400

HIRA AUTOMOBILES LIMITED

56

20 OTHER CURRENT ASSETSAs at March 312016 As at March 312015

Prepaid Expenses 80877200 52811400

Total 52811400

21 REVENUE FROM OPERATIONSAs at March 312016 As at March 312015

Sale of products 290733945600 301324413800Sale of services 9681919400 10435033800

Other operating revenues 9957031800 11974222600310372896800 323733670200

Less Excise duty - -Total 310372896800 323733670200

22 OTHER INCOMEAs at March 312016 As at March 312015

Interest income 87335400 279807100Other Non-operating income 49659200 245604900Total 136994600 525412000

23 COST OF MATERIAL CONSUMEDAs at March 312016 As at March 312015

Purchases Raw-Materials and PackingMaterials

1357073500 1293751900

Add Opening balance of stock - -1357073500 1293751900

Less Closing balance of stock - -Total 1357073500 1293751900

80877200

24 PURCHASE OF STOCK IN TRADEAs at March 312016 As at March 312015

Purchases of Traded goods 281848216100 294479334400

Total 281848216100 294479334400

25 CHANGES IN INVENTORIESAs at March 312016 As at March 312015

Finished Goodsat the beginning of the accounting period - -at the end of the accounting period - -Stock-in-Tradeat the beginning of the accounting period 40489156300 40302950600at the end of the accounting period 41208502100 40489156300Total (719345800) (186205700)

26 EMPLOYEE BENEFIT EXPENSESAs at March 312016 As at March 312015

Salary and Wages 8156996000 9654096800HRA Expenses and other allowance 2733336200 1148756100Contribution to Provident fund 587123100 490338400Contribution to Employees state Insurance fund 157923000 161030000Workers and Staff Welfare 299823200 269213600Gratuity Expenses 95497100 64570600Bonus 420931500 903597900Employees Training and Uniform expenses 213124000 253129400Total 12664754100 12944732800

HIRA AUTOMOBILES LIMITED

57

27 FINANCE COSTSAs at March 312016 As at March 312015

Interest ExpenseInterest to Banks 4309580000 3483884100Interest on Unsecured loans 1196279800 577607600Interest to Customers (36290200) (95330900)Interest to MSIL (121679800) (50429300)Interest to Bank on Vehicle loan 29667800 43272600Bank Charges 227277200 198230800

Total 5604834800 4157234900

28 OTHER EXPENSESAs at March 312016 As at March 312015

Accessories Expenses 9551600 18313400Festival Expenses 30357200 8141000Donation 13123500 9144500Freight Inward 23896900 26399000Power amp Fuel 913761800 911434100Software Usage Charges 91413600 86473500Entertainment Exp 19129900 29106000Rent Rates amp Taxes 701191800 671145200General Expenses 162725500 138611000Godown Rent 57600000 48125000Insurance 161551400 173705300Legal expenses 43474400 60436900Misc Expenses 7073900 3598300News Paper amp Periodicals 9374100 7947200Outside Labour Expenses 284322400 102072700Payment to the Auditors 48313400 15000000Postage amp Courier Expenses 10683600 13298800Professional Charges 147965200 1006744000Printing amp Stationery 165125400 223093400Repair to Buildings and fixed assets 309177500 427256800MDS Expenses 21264900 35806500Telephone Expenses 326712100 525640000Workshop Expenses 325704400 579373600Vehicle Running Expenses 182200200 225090800Other expenses 18263600 405070100Advertisement ExpensesDiscounts

99310800745200400

118382500821623000

Customer welfare 146224200 161357500Demo Expenses amp PDI Expenses 372510300 437441500Sales Promotion 696744200 773152400Sale Commission amp Incentives 160190000 35180000Pool Cancellation and lifting charges 202092600 166694500Marketing Staff Tour expensesTrue Value Expenses

531070200358105500

581622300442725000

Total 7395406500 8383136200

HIRA AUTOMOBILES LIMITED

58 HIRA AUTOMOBILES LIMITED

Post-Employment BenefitsDefined Contribution PlansA defined contribution plan is a post-employment benefit plan under which the Company pays specifiedContributions to a separate entity The Company makes specified monthly contributions towards ProvidentFund Superannuation Fund and Pension Scheme The Companys contribution is recognized as an expense inthe Profit and Loss Statement during the period in which the employee renders the related service

The Company does not deal with Foreign Currency hence AS-11 ldquoEffect of changes in Foreign Exchangesissued bythe Institute of Chartered Accountantsof India isnot applicable

Cash Flow Statements has been prepared following the indirect method set out in the Accounting Standard-3 on ldquoCash Statements ldquoissued by the Institute of Chartered Accountants of India

(i) Income tax expenses for the period comprise of Current Tax amp Deffered Tax(ii) Current tax is measured at the amount expected to be paid to the tax authorities using the applicable tax

Rates of the Income TaxAct 1961(iii) Deferred Tax is calculated on the timing differences being the difference between accounting income and

taxable income which originates in one period and are capable of reversal in one or more subsequentaccounting periods in accordance with the provisions of Accounting Standard -22 on ldquoAccounting forTaxeson Incomerdquo issued by the Institute of Chartered Accountants of IndiaDeferred tax assets are recognized only to the extent that there is a reasonable certainty that sufficientfuture income will be available except that deferred tax assets in case there are unabsorbed depreciationor losses are recognized if there is virtual certainty that sufficient future taxable income will be available torealize the same

Depreciation on Fixed Assets is provided on the basis of Straight Line Method (SLM) Depreciation isprovided based on useful life of the assets as prescribed in Schedule II to the Companies Act 2013

Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and itis probable that an outflow of resources will be required to settle the obligation and a reliable estimate canbe made Provisions are not discounted to their present value and are determined based on the bestestimate required to settle the obligation at the reporting date These estimates are reviewed at eachreporting date and adjusted to reflect the current best estimatesContingent liabilities are disclosed unless the possibility of outflow of resources is remoteContingent assets are neither recognized nor disclosed in the financial statements

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value Animpairment loss is charged to the Profit and Loss Statement in the year in which an asset is identified asimpaired The impairment loss recognized in prior accounting period is reversed if there has been a changein the estimate of recoverable amount

G) ForeignCurrencyTransaction

H) CashFlowStatements

J) Depreciation

K) ProvisionsandContingent liabilities

L) Impairment ofAssets

I) TaxesonIncome

59 HIRA AUTOMOBILES LIMITED

M) EarningsPer Share

N) Segment Reporting

has been made in accordance with the requirement of Accounting Standard (AS) -20 on Earnings PerShare issued by the Institute of Chartered Accountants of India Diluted Earning per share is the same asBasic Earning per share because there is no potential equity shares which would have dilutive effect onearning per shares to equity shareholders

The Company is Authorized Dealer of Maruti Suzuki India Limited (MSIL) and hence is engaged in thebusiness of sale amp service of MSIL vehicles As the basic nature of sale of variants of vehicles is governedby the same set of risk amp returns these have been grouped as single segment as per AccountingStandard(AS-17) on segment reporting issued by the Institute of Chartered Accountants of India

2 Detail in respect of Opening Stock Sales and Closing Stock as follows

3 (a) During the year the company has recognized the following amounts as Defined Contribution Pan in theProfit and Loss Account

i) Employers Contribution to Provident Fund - Rs 5871 Lacsii) Employers Contribution to Employee State Insurance - Rs 1579 Lacs

The calculation of Earnings Per Share (EPS) as disclosed in the Balance Sheet Abstract

(b) During the year the Company has made provision for Gratuity in books asdesigned benefit plan

4 Subsequent to Accounting Standards -22 Accounting for Taxes on Income Issued by the Institute ofCharteredAccountants of India Deferred Tax Expenses of Rs 120557700 for the periods is recognized inthe profit and LossAmount

Calculation of Deferred TaxLiability is as followsWritten down value of Fixed Assets as on 31032016 (As per Company Act) 168178793Written down value of Fixed Assets as on 31032016 (As per Income Tax Act) 114371729bull Timing Difference 53807064bull Tax 3090 16626383bull Deferred Tax Liability as on 31032016 16626383bull Deferred Tax Liability as on 31042015 15420806bull Deferred Tax Liability to be provided for 1205577

5 Legal amp Professional Fees includes Payments to Auditors comprising as follows-i) Statutory Audit fee Rs 10000000ii) Tax audit and Vat audit Fee Rs 5000000

6 Related Party Disclosure in accordance with Accounting Standard-18

Pacific Finlease Pvt LtdRahul Sidhu Enterprises Pvt LtdRSG Studios Pvt Ltd

(a) Enterprises owned or Significantly Influenced by Directors and their Relatives

60 HIRA AUTOMOBILES LIMITED

Particulars Opening Stock Sales Closing StockQty

825VehiclesSpares ampAccessory

Amount(Rs In Lacs)

37213632756

Qty

5627

Amount(Rs In Lacs)2647068260272

Qty

1131

Amount(Rs In Lacs)

38093031155

b)

Pacific Finlease Pvt Ltd

Rahul Sidhu Enterprises Pvt Ltd

RSGStudios Pvt Ltd

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 1915Interest Recovered during the financial year 207

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 14379Interest Recovered during the financial year 035

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 6229Interest Recovered during the financial year 618

7 Calculation of Earning Per Share is as follows Profit after Tax as per Profit amp Loss Account as on 3132016 5630835

For Basic Earning Per share 2753440For Diluted Earning Per Share 2753440

Basic 219Diluted 219

8 Balance confirmation letters have been obtained from some of the parties on test check basis9 Figures of Previous year have been re-grouped and re classified wherever necessary in order to

conform to the current years presentation

As per our report of even date

No of Equity Share (Face value Rs 10- each)

Detail of transaction for the financial year 2015-16

Earning Per Share

61 HIRA AUTOMOBILES LIMITED

Page 14: HIRAAUTOMOBILESLIMITED - bseindia.com · S. Isher Singh Director Mrs. Neha Sidhu Whole time Director Mrs ... Name Rahulinder Singh Sidhu Age 34 Brief Resume Working as Director in

AUDITCOMMITTEE

SECRETARIALAUDITREPORT

VIGILMECHANISM

SHARESa BuyBackofSecurities

b Sweat Equity

c BonusShares

d EmployeesStockOptionPlan

ORDEROFCOURT

DETAILSOFADEQUACYOFINTERNALFINANCIALCONTROLS

SHARESINSUSPENSEACCOUNT

According to Section 177 of the Companies Act 2013 the companys Audit Committee comprised of threedirectors The board has accepted the recommendations of the Audit Committee The table sets out thecomposition of the Committee as on 31032016

The date of meetings of committee and attendance of members is given in report on corporate governanceattached with the report

There are certain observations in the Secretarial Audit Report which require corrective actions and the Board hasgiven necessary instructions in this regard Further the Secretarial Audit Report as provided by Mr RavinderKumar Company Secretary in Practice for the financial year ended 31st March 2016 is annexed herewith foryour kind perusal and information

As per Section 177(9) and (10) of the Companies Act 2013 and as per the Clause 49 of the Listing Agreementthe company has established Vigil Mechanism for directors and employees to report genuine concerns andmade provisions for direct access to the chairperson of the Audit Committee Company has formulated thepresent policy for establishing the vigil mechanism Whistle Blower Policy to safeguard the interest of itsstakeholders Directors and employees to freely communicate and address to the Company their genuineconcerns in relation to any illegal or unethical practice being carried out in the Company

The Company has not bought back any of itssecurities during the year under review

The Company has not issued any Sweat Equity Sharesduring the year under review

No Bonus Shares were issued during the year under review

The Company has not provided any Stock Option Scheme to the employees

There is no significant and material order passed by the regulators or courts or Tribunals impacting the goingconcern status and companys operation in future

Internal Financial Controls are adequate and are in consonance with the size and operations of the Company

i Aggregate number of shareholders and the outstanding shares in the suspense account lying at the

15

Isher Singh Chairman Independent Non ExecutiveRupinder Kaur Member Independent Non ExecutiveRajbir Kaur Member Independent Non Executive

HIRA AUTOMOBILES LIMITED

ii Number of shareholders who approached issuer for transfer of shares fromsuspense account during theyear=nil

iii Number of shareholders to whomshareswere transferred fromsuspense account during the year=niliv Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end

of the year=nil

i Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account atthe beginning of the year=nil

ii Number of shareholders who approached the issuer for transfer of shares from the Unclaimed SuspenseAccount during the year=nil

iii Number of shareholders to whom shares were transferred from the Unclaimed Suspense Account during theyear=nil

iv Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account atthe end of the year=nil

The material variations between the projectionsand the actual utilization are not applicable

The Code of Conduct of Hira Automobiles Limited is attached herewith

Management Discussion and Analysis Report is attached herewith

The Company has in place `Prevention of Sexual Harassment Policy` This Anti-Sexual Harassment policyof the Company is in line with the requirements of The Sexual Harassment of Women at the Workplace(Prevention Prohibition amp Redressal) Act 2013 All employees (permanent contractual temporary andtrainees) are covered under this policy An Internal Complaints Committee (ICC) is in place to redresscomplaints received regarding sexual harassment The following is a summary of sexual harassmentcomplaints received and disposed off during the year - No of complaints received Nil -No of complaintsdisposed off NA

Your Directors wish to express their grateful appreciation to the continued co-operation received from theBanks Government Authorities Customers Vendors and Shareholders during the year under review YourDirectors also wish to place on record their deep sense of appreciation for the committed service of theExecutives staff and Workers of the Company

SHARESINUNCLAIMEDSUSPENSEACCOUNT

MATERIALVARIATIONS

CODEOFCONDUCT

MANAGEMENTDISCUSSIONANDANALYSISREPORT

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION PROHIBITION ampREDRESSAL) ACT 2013

ACKNOWLEDGEMENT

16 HIRA AUTOMOBILES LIMITED

17

FORM NO MGT-9

i CIN L50101CH1989PLC009500

ii Registration Date 06071989

iii Name of the Company Hira Automobiles Limited

iv CategorySub-Category of the Company Indian Non Government Company

v Address of the Registered office and contact details 0598 Sector 18-B Chandigarh 160018Tele - 0175-2209100101102

vi Whether listed company Yes

vii Name Address and Contact details of Registrarand Transfer Agent If any

Ms Beetal Financial amp Computer ServicesPrivate LimitedBeetal House 3rd Floor99 Madangir BehindLocal Shopping Center Near Data HarsukhdasMandir New Delhi-110062 Ph 011-2996128182FAX011-29961284

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 or more of the total turnover of the company shall be stated-

1 Selling of Cars spare parts accessories etc 100NA

III PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

1 NIL NIL NIL NIL NIL

[Pursuant to section 92(3) of theCompanies Act 2013 and rule12(1) of the Companies (Mangementand Administration) Rules 2014]

I REGISTRATION AND OTHERS DETAILS

HIRA AUTOMOBILES LIMITED

18

Demat Physical Total of TotalShares

Demat Physical Total ofTotal

Shares

1) IndianIndividualHUF

2635700 2635700 9572 2635700 2635700 9572

CentralGovtState

Govt(s)Bodies CorpBanks FIAny Other

2635700 2635700 9572 2635700 2635700 9572

NRIs-IndividualsOther-

IndividualsBodies CorpBanks FIAnyOtherhellip

PublicShareholding

MutualFundsBanks FI

i Category-Wise Share Holding

Sub-Total)A)(2)

Central Govt

iv Shareholding Pattern (Equity Share Capital Breakup as percentage of Total Equity)

a) State Govt(s)b)Venture Capital

Funds

c) InsuranceCompanies

HIRA AUTOMOBILES LIMITED

19

d)FIIse)Foreign Venture

Capital Fundsf) Others (specify)

Sub-total(B)(1)

2 Non Institutionsa) Bodies Corp

(i) Indian

(ii) Overseas

500 500 002 500 500 002

(ii) Individual

(i) Individualshareholders

holding nominalshare capital uptoRs 2 lakh

116740 116740 424 116740 116740 424

shareholdersholding nominalshare capital inexcess of Rs 1lakh

c) Others(Specify)-NRI

500 500 002 500 002

Sub-total(B)(2) 117740 117740 428 117740 428TotalPublicShareholding(B)=(B)(1)+(B)(2)

117740 117740 428 117740 428

CShares heldby

CustodianforGDRsampADRsGrandTotal

(A+B+C) 2753440 2753440 100

500

117740

117740

2753440 2753440 100

b) Individuals

HIRA AUTOMOBILES LIMITED

20

Sr

No

Shareholderrsquos

Name

Shareholding at the beginning of the

year

Shareholding at the end of the year

No ofShares

of totalShares ofthecompany

of SharesPledged encumberedto totalshares

No ofShares

1 Rajinder KaurBhattal

826000 3000 000 826000

2 Kuldeep SinghBhattal

272100 988 000 272100

3 RahulinderSingh Sidhu

270000 981 000 270000

4 Simran Bajwa 265000 962 000 2650005 D S Sangha 51600 187 000 516006 Preet Sangha 25400 092 000 254007 Vikram Bajwa 24700 090 000 247008 Manjeet Kaur

Sangha862900 3134 000 862900

9 AmandeepSingh Sangha

21600 078 000 21600

10 Karamjit Singh 15400 056 000 1540011 Neha Sidhu 1000 004 000 1000

of totalShares ofthecompany

of SharesPledged encumberedto totalshares

change inshareholdingduring theyear

3000 000 000

988 000 000

981 000 000

962 000 000187 000 000092 000 000090 000 0003134 000 000

078 000 000

056 000 000004 000 000

No of shares No of shares of total sharesof the company

At the beginning of the year NIL NIL NIL NIL

At the End of the year

ii Shareholding of Promoters

iii Change in Promoters Shareholding (please specify if there is no change)

of total sharesof the company

NIL NIL NIL NIL

NIL NIL NIL NIL

Date wise Increase Decreasein Promoters Share holdingduring the year specifying thereasons for increasedecrease (eg allotmenttransfer bonus sweat equityetc)

HIRA AUTOMOBILES LIMITED

21

Indebtedness at thebeginning of the financialyeari) Principal Amountii) Interest due but not paidiii) Interest accrued but not

142138000 8157035200 8299173200

Total(i+ii+iii) 142138000 8157035200 8299173200Change in Indebtednessduring the financial year- Addition- Reduction (142138000)

2761646100(142138000)

Net Change (142138000) 2761646100 2619508100

Indebtedness at theend of the financial yeari) Principal Amountii) Interest due but not paidiii) Interest accrued but notdue

- 10918681300 10918681300

Total (i+ii+iii) - 10918681300 10918681300

iii INDEBTEDNESSIndebtedness of the Company including interest outstandingaccrued but not due for payment

2761646100

HIRA AUTOMOBILES LIMITED

22

Stock Option 000 000 000

Sweat Equity 000 000 000

Commission- as of profit- others specify

000 000 000

Others please specify 000 000 000

Total(A) 84000000 96000000 180000000

Ceiling as per the Act

REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A Remuneration to Managing Director Whole-Time Directors andor Manager

NEHA SIDHU RAHULINDERSINGH SIDHU

(b)Value of perquisites us17(2) Income-tax Act1961

( )17 3 Income- taxAct1961 000 000

Gross salary(a)Salary as per provisions contained

1961

84000000 96000000 180000000

(c)Profits inlieu of salary under section

000

000

000 000

in section17(1) of the Income-tax Act

HIRA AUTOMOBILES LIMITED

23

Independent DirectorsmiddotFee for attending board committee meetings

middotCommission

middotOthers please specify

NIL NIL NIL NIL NIL

Total(1) NIL NIL NIL NIL NILOther Non-Executive Directors

middotFee for attending board committee meetingsmiddotCommissionmiddotOthers please specify

NIL NIL NIL NIL NIL

Total(2) NIL NIL NIL NIL NIL

Total(B)=(1+2) NIL NIL NIL NIL NIL

Total Managerial Remuneration NIL NIL NIL NIL NIL

Over all Ceiling as per the Act NIL NIL NIL NIL NIL

CEO Company CFO TotalSecretary

Gross salary(a)Salary as per provisionscontained in section17(1)of

the Income tax Act 1961

000 000 285487 285487

000 000 000 000

Sweat Equity 000 000 000 000

- (b)Value of perquisites us

17(2)Income-taxAct1961

000

000

000

000

000

000

000

000

Commission- as of profit-others specifyhellip

000 000 000 000

Others please specify 000 000 000 000

Total 000 000 285487 285487

C Remuneration to Key Managerial Personal Other Than MDManagerWTD

(C)Profits inlieu of salary undersection 17(3) Income-taxAct 1961

Sweat EquityStock Option

IV PENALTIESPUNISHMENTCOMPOUNDINGOFOFFENCES--------------------------------------------NIL---------------------------------------

HIRA AUTOMOBILES LIMITED

B Remuneration to other directors

24

Parti culars Details

A Name(s) of the related party and nature of relationship Rahul Sidhu Enterprises Pvt Ltd

B Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not SpecifiedD Salient terms of the contracts or arrangements or transactions

including the value if anyAt bank rate of Interest

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the Board 30042015G Amount paid as advances if any 226620-

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

2 Details of contracts or arrangements or transactions not at arms length basis

Par t i cul ars Details

A Name(s) of the related party and nature of relationship RSG Studios Pvt Ltd

B Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not Specified

D Salient terms of the contracts or arrangements or transactionsincluding the value if any

At bank rate of Interest

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the Board 30042015

G Amount paid as advances if any 971927-

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

HIRA AUTOMOBILES LIMITED

NA

NA

CONSERVATIONOFENERGY TECHNOLOGYABSORPTIONANDFOREIGNEXCHANGEOUTGO

(A) Conservationof energy

(B) Technologyabsorption

(C) ForeignexchangeearningsandOutgo

Steps taken impact on conservation of energy with special reference to the following(i) Steps taken by the company for utilizing alternate sources of energy including waste generated - NIL(ii) Capital investment on energy conservation equipment - NIL

1 Efforts in brief made towards technology absorption - NIL2 Benefits derived as a result of the above efforts eg product improvement cost reduction product

development import substitution etc - NIL3 In case of imported technology (imported during the last 3 years reckoned from the beginning of the

financial year) following information may be furnished(a) Details of technology imported - NIL(b) Year of import - NIL(c) Whether the technologybeen fully absorbed- NIL(d) If not fully absorbed areaswhere absorption hasnot taken place and the reasons therefore- NIL

4 Expenditure incurred on Research and Development

25

Earnings NIL

Outgo NIL

including the value if any

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the BoardG Amount paid as advances if any Nil

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

A Name(s) of the related party and nature of relationship Pacific Finlease Pvt LtdB Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not Specified

D Salient terms of the contracts or arrangements or transactions At bank rate of Interest

NA

HIRA AUTOMOBILES LIMITED

26

RATIOOF REMUNERATION

(i) the ratio of the remuneration of each director to the median remun--eration of the employees of the company for the financial year

4701

(ii) the percentage increase in remuneration of each director Chief FinancialOfficer Chief Executive Officer Company Secretary or Manager if anyin the financial year

Nil

(iii) the percentage increase in the median remuneration of employees inthe financial year

Nil

(iv) the number of permanent employees on the rolls of company 866(v) the explanation on the relationship between average increase inremuneration and company performance

NA

(vi) comparison of the remuneration of the Key Managerial Personnelagainst the performance of the company

As per individual performance

Nil

(viii) average percentile increase already made in the salaries of employeesother than the managerial personnel in the last financial year and itscomparison with the percentile increase in the managerial remunerationand justification thereof and point out if there are any exceptionalcircumstances for increase in the managerial remuneration

Nil

(ix) comparison of the each remuneration of the Key Managerial Personnelagainst the performance of the company

As per individual performance

(x) the key parameters for any variable component of remuneraavailed by the directors

tion Nil

(xi) the ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess ofthe highest paid director during the year

Nil

(xii) Affirmation that the remuneration is as per the remuneration policyof the company

Yes

Vii) Variations in the capitalisation of the company price earningsratio as at the closing date of the current financial year and previousfinancial year and percentage increase over in the marketquotations of the shares of the company in comparison to the rate atwhich the company came out with last public offer incase of listecompanies and in case of unlisted companies the variations in the networth of the company as at the close of the current financial year andprevious financial year

HIRA AUTOMOBILES LIMITED

27 HIRA AUTOMOBILES LIMITED

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee StockPurchase Scheme) Guidelines 1999

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)

Regulations 1993 regarding the Companies Act and dealing with client(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009 and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998

(vi) Factories Act 1948 The Punjab Shops and Commercial Establishments Act 1958 The Payment of WagesAct 1936 The Minimum Wages Act 1948 Employees State Insurance Act 1948 The EmployeesProvident Fund amp Miscellaneous Provisions Act 1952 Payment of Bonus Act 1965 The Payment ofGratuity Act 1972 The Industrial Employment (Standing Orders) Act 1946 The Employment Exchange(Compulsory Notification of Vacancies) Act 1956 The Environment (Protection) Act 1986 The HazardousWastes (Management Handling amp Trans boundary Movement) Rules 2008 The Water (Prevention ampControl of Pollution) Act 1974 The Air (Prevention amp Control of Pollution) Act 1981 and The Punjab LabourWelfare Fund Act 1965

I have also examined compliance with the applicable clauses of the following

(i) Secretarial Standards issued by The Institute of Company Secretaries of India(ii) The Listing Agreement entered into by the Companywith BSE Limited

During the period under review the Company has complied with the provisions of the Act RulesRegulations Guidelines Standards etc mentioned above except to the extent as mentioned below

1 That Company has not complied with Regulation 38 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 relating to maintaining of minimum publicshareholding by a listed Company

2 That Company Secretary of the Company has resigned and new Company Secretary is to be appointed asrequired under Section 203 of The Companies Act 2013

3 That Company has not deducted and deposited labour welfare fund as required under The Punjab LabourWelfare Fund Act 1965

4 That Statutory bonus as required under Payment of Bonus Act 1965 has not been paid by the Companyduring the year

5 That there are related party transactions which are not in ordinary course of business and which are not atarms length basis

6 That there is carry forward of loans given to parties which are covered under section 185 of the CompaniesAct 2013

7 That the Company has 14 locations and some locations need to get registration under The Punjab Shopsand Commercial Establishments Act 1958 and some locations require factory license under Factories Act1948 whereas some locations require consent authorization for operation of a facility under pollution lawsand The Hazardous Wastes (Management Handling amp Trans boundary Movement) Rules 2008

8 That the periodical returns required to be filed under The Employment Exchange (Compulsory Notificationof Vacancies) Act 1956 has not been filed and are pending

I further report thatThe Board of Directors of the Company is duly constituted with proper balance of Executive Directors NonExecutive Directors and Independent Directors The changes in the composition of the Board of Directors thattook place during the period under review were carried out in compliance with the provisions of the Act

-

28 HIRA AUTOMOBILES LIMITED

Adequate notice is given to all directors to schedule the Board Meetings agenda and detailed notes on agendawere sent at least seven days in advance and a system exists for seeking and obtaining further information andclarifications on the agenda items before the meeting and for meaningful participation at the meeting

Majority decision is carried through while the dissenting members views are captured and recorded as part ofthe minutes

I further report that there are adequate systems and processes in the company commensurate with the size andoperations of the company to monitor and ensure compliance with applicable laws rules regulations andguidelines

This report is to be read with our letter of even date which is annexed as and forms an integralpart of this report

29 HIRA AUTOMOBILES LIMITED

30 HIRA AUTOMOBILES LIMITED

HIRA AUTOMOBILES LIMITEDCODEOF CONDUCT

PERSONTOWHOMTHECODEISAPPLICABLE

( ) GENERALSTANDARDOFCONDUCT

( ) APPLICABLELAWS

( ) CONFLICTOFINTEREST

( ) PROTECTINGCONFIDENTIALINFORMATION

This code is applicable to the following persons (hereinafter referred to as Officers of the company)-All the Board Members-The entire Core group Members of the Companyand heads of the department

1 Officers are expected to exercise good judgment to ensure the safety and welfare of employees consumerscustomers suppliers shareholders lenders and other stakeholders and to maintain a co-operativeefficient positive harmonious and productive work environment practice integrity in inter-personalrelationships work on the principal of mutual trust transparencyand teamwork

2 Officers are expected to acquire and maintain professional competence3 Officers are expected to observe discipline and conduct themselves both on and off-duty in a manner to

uphold the high image of the company4 Officers are expected to assist the company in identifying controlling mitigating and managing business

risks within the companys risk management policy framework5 Officers are expected to assist the company in providing to its employees a work environment free of

harassment and free of discrimination based on race religion creed color physical or mental disability agesex etc

6 Officers should not engage in selling or distribution or be in possession of or use narcoticspsychotropicdrugs or be under influence of alcohol while on duty

7 As Officers represent the Company before the public and various authorities they are expected to dressneatly and appropriately in a manner consistent with the nature of their work and the image of the company

8 Officers should not claim from the company unauthorized personal expenses9 Customersupplierinvestor Relationships- Officers who need to deal with customers suppliers and investors

should understand that they are dealing and therefore should uphold the image and goodwill generated andbuilt-up by the Companyover the year

Officers must acquire adequate Knowledge of all the applicable laws rules regulations order and notificationsunder regulatory framework as applicable to their functions and duties and should follow and comply with thesame and avoid violation breach or infringement thereof

Officers of the Company will avoid conflict of interest Conflict of interest is said to exit when personal interest mayhave a potential conflict with the interest of the company at large Where any transaction involves conflict ofinterest prior approval of the Managing Directors Executive Director and in case of a Director of the Boardshould be obtained

The Companys confidential information is a vita and asset It may relate to product product formula processproduct plans and road maps cost and financial information information as to customers suppliers dealers andemployees business arrangements and agreements as well as to patents trademarks copyrights and tradesecrets For the purpose of this Code confidential information would also include the information obtained by theCompany from a third party under a Non Disclosure Agreement Such confidential information should beprotected and safeguarded against unauthorized personal use and should not be disclosed to any one expect (i)with prior authorization (ii) in the ordinary course of carrying on the business of the Company In the course ofconducting the Companys Business Officers may come in possession of confidential information about itsemployees customers suppliers etc Officers should handle the same with utmost responsibility and prevent itsmisuse

I

II

III

IV

31 HIRA AUTOMOBILES LIMITED

( ) PREVENTIONOFINSIDERTRADING

( ) COMPANYSASSETS

( ) NONCOMPLIANCE

( ) ANYAMENDMENTSORMODIFICATIONTOTHECODEOFCONDUCT

( )ACKNOWLEDGEMENTOFRECEIPTOFCODEOFCONDUCTANDETHICS

1 COMPANY PHILOSOPHY ONCODEOF GOVERNANCE

2 BOARDOF DIRECTORS

V

VI

VII

VIII

IX

Officers are privy to price sensitive inside information and should not use it to make personal gains TheCompany has framed Code of Conduct for prevention of insider trading in the Securities of the CompanyOfficers should follow the same in letter and spirit

Protecting and safeguarding the Companys assets and properties and preventing their unauthorized usepersonal use is one of the key and prime responsibility of Officers Officers are personally responsible of theCompanys funds under their control Officers should use electronic communication facilities like e-mail Internetetc in a legal ethical and appropriate manner and not expose the Company to liability resulting from the illegalunauthorized or unethical use thereof

In case of non-compliance of any of the provisions of this Code of conduct the same shall be reported to theChairman of the Board of Directors of the Company

This Code of Conduct is subject to modification The Board of Directors has the requisite power and the authorityto update and amend the Code of Conduct from time to time

I have received and read the Companys Code of Conduct and Ethics and have understood the standards andpolicies contained therein I agree to comply with the Companys Code of Conduct and Ethics I hereby affirm tothe Company compliance with the Code Conduct and Ethics on an annual basis and also undertake to renewsuch affirmation in the first weekof April every year

Pursuant to Regulation 34 read with Schedule V to the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 a Report on Corporate Governance is givenbelow

The report on Corporate Governance is requirement under Listing Agreement entered into with stockExchange and forms part of the report of the Board of Directors to the shareholders of the Company Thisreport gives an insight into the organizational structure of the Company The vision of the company is to be afinancially sound profitable growth oriented company committed to building and maximizing sustainablevalue for all the shareholders In its endeavor to attain the goal visualized the company is laying maximumemphasis on the effective system of Corporate Governance

(a) CompositionThe present strength of Board of Directors of the Company is five comprising of two Promoter Directors and threeIndependent Directors having diversified professional experience Out of total strength of five Directors two areexecutive and three are Non-Executive The composition of Board of Directors as on 31 March 2016 is asunder

REPORT OF THEBOARDOFDIRECTORS ONCORPORATEGOVERNANCE

st

32 HIRA AUTOMOBILES LIMITED

SN Name DIN Designation Nature of Directorship

1 Rahul Inder SinghSidhu

00447452Chairman and ManagingDirector

Promoter Executive

2 Neha Sidhu 00460875 Whole-time director Promoter Executive

3 Isher Singh 02990779 Director Independent Non Executive4 Rajbir Kaur 06397998 Director Independent Non Executive

5 Rupinder Kaur 06403845 Director Independent Non Executive

6 Ramesh Kumar 00126036 Director Independent Non Executive

Sh Ramesh Kumar has resigned on 31122015 from the office of Director(b) Attendance of each Director at the Board Meetings held during the year 2015-16 and last Annual General

Meeting and number of other Boards or Board Committees in which heshe is a member is as under-

The detail of number of shares and convertible instruments held by non ndash executive directors is given asbelow

Shri Rahulinder Singh Sidhu Managing Director of the Company and Smt Neha Sidhu Whole Time Director on theBoard of Directors are related to each other as husband and wife

(c) During the year fifteen meetings of the Board ofDirectors were held on the following dates-

The familiarization programme imparted to independent directors is disclosed on weblinkof the Company

wwwhiraautomobilescom

33

30042015 30052015 31052015 21072015 31072015 15092015

30092015 31102015 02112015 30112015 02012016 0202201615022016 22022016 10032016

SN Name of non ndash executive Director No of Equity Shares Held No of convertibleinstruments Held

1 Rajbir Kaur Nil NA

2 Rupinder Kaur Nil NA3 Isher Singh Nil NA

Total Nil NA

SN

Name of Director No of BoardMeeting attended

No of otherDirectorship

Membershipin other

Committees

Attendance atlast AGM

1 Rahulinder Singh Sidhu 15 4 - Yes

2 Neha Sidhu 12 4 - Yes

3 Isher Singh 12 - 3 -

4 Rajbir Kaur 6 - 3 -

5 Rupinder Kaur 6 - 3 -

6 Ramesh Kumar 1 4 - -

HIRA AUTOMOBILES LIMITED

34

3 AUDITCOMMITTEE

4NOMINATIONANDREMUNERATIONCOMMITTEE

Remunerationpolicy

The terms of reference of the audit committee include all the matters as provided under Section 177 (4) of TheCompanies Act 2013 and the rules made there under and SEBI (LODR) Regulations 2015

As on 31 March 2016 In compliance with the provisions of Section 177(2) of the Companies Act 2013 AuditCommittee comprises of three Non-Executive Independent Directors five meetings of Audit Committee wereheld during the year under consideration on following dates

The details of members of the audit committee and their attendance is as under-

The terms of reference of Nomination and Remuneration Committee covers all the matters provided under theCompanies Act 2013 and the rules made there under and SEBI (LODR) Regulations 2015

As on 31 March 2016 in compliance with the provisions of Section 178(1) of the Companies Act 2013Nomination and Remuneration Committee comprises of three Non-Executive Independent Directors Twomeetings of Nomination and Remuneration Committee were held during the year under consideration on 30May 2015 and 10 March 2016The details of members of the audit committee and their attendance is as under-

Remuneration policy ensures that the level and composition of remuneration is reasonable and sufficient toattract retain and motivate directors of the quality required to run the company successfully and that relationshipof remuneration to performance is clear and meets appropriate performance benchmarks and that remunerationto directors key managerial personnel and senior management involves a balance between fixed and incentivepay reflecting short and long-term performance objectives appropriate to the working of the company and itsgoals

CompositionandMeetings

CompositionandMeetings

st

st

th

th

30052015 31072015 31102015 15022016 28032016

Name of Directors Position held in theCommittee

Category MEETINGSHeld Attended

Isher Singh Chairman Independent NonExecutive

Five Five

Rupinder Kaur Member Independent NonExecutive

Three Three

Rajbir Kaur Member Independent NonExecutive

Three Three

Name of Directors Position held in theCommittee

Category MEETINGS

Held Attended

Isher Singh Chairman Independent NonExecutive

Two Two

Rupinder Kaur Member Independent Non

Executive

Two Two

Rajbir Kaur Member Independent NonExecutive

Two Two

HIRA AUTOMOBILES LIMITED

35

5 REMUNERATIONOFDIRECTORS

6 STAKEHOLDERS GRIEVANCECOMMITTEE

7 GENERALBODYMEETINGS

There is no pecuniary relationship or transaction of the company with its independent directors other thanpayment of sitting fee to them for attending Board and Committee meetings Following Executive Directors werepaid as per detail given below

and no commission on profits is paid to any of the Directors No stock option has been given to any of theDirectors including Executive Directors

As on 31 March 2016 in compliance with the requirement of Section 178(5) of The Companies Act 2013Stakeholder Relationship Committee comprises of three Non-Executive Independent Directors to consider andresolve the grievances of security holders of the companyper detail given below

Sh Rahul Inder Singh Sidhu Managing Director has been appointed as Compliance officer for the purpose ofcomplying with various provisions of the Guidelines Regulations issued by Securities and Exchange Board ofIndia Listing Agreement with Stock Exchanges

The Company has not received any complaint during the year from the shareholders and there is no pendingcomplaint with the Company

(i) Location and time where last three Annual General Meetings were held is given below-

(i) Compositionst

(ii) ComplianceOfficer

(iii) Complaints

SN

NAME OFDIRECTOR

DESIGNATION SALARY Rs BENEFITS BONUS STOCKOPTIONS

PENSION

1 RahulinderSingh Sidhu

ManagingDirector

960000- - - - -

2 Neha Sidhu Whole TimeDirector

840000- - - - -

Name Category Designation

Isher Singh Independent Non Executive Chairman

Rupinder Kaur Independent Non Executive Member

Rajbir Kaur Independent Non Executive Member

Financial Year Date Time Venue

2012-13 30092013 1100 A M 20 Sector 8A Chandigarh 1100022013-14 30092014 500 PM 20 Sector 8A Chandigarh 110002

2014-15 30092015 500 PM 20 Sector 8A Chandigarh 110002

HIRA AUTOMOBILES LIMITED

36

(ii) Following Special Resolutions were passed in the previous 3 Annual General Meeting

(iii) No special resolution has been passed last year through postal ballot and no special resolution isproposed to be conducted through postal ballot

Quarterly results are normally published in the newspapers and also sent to BSE Limited Physical copy ofannual report which inter alia includes the Directors Report Corporate governance report Audited AccountsCash Flow Statements etc was sent to shareholders by post and also to BSE Limited The quarterly results andannual report isalso available on companys website at under investors section

Date 30092016 Time 0500 PM Day Friday and Venue Registered Office of the Company at 0598 Sector18B Chandigarh 160018

The companys Financial Year starts from 1 April every year and conclude on 31 March next year

The Register of Members and the Share Transfer Books of the Company shall remain closed from 29 day ofSeptember 2016 to 30 day of September 2016 (both days inclusive)

No dividend has been recommended by the Board this year and therefore information under this sub clause is nil

The shares of the Company are listed at BSE Limited only as other regional stock exchanges viz Delhi StockExchange Association Limited Ludhiana Stock Exchange Association Limited and Ahmedabad StockExchange Limited had been de-recoganised in the process of de-recoganition by Securities and ExchangeBoard of India The Company haspaid listing fee to BSE Limited

The Stock Code of the Company on BSE Limited is 531743

There was no trading of shares of the Company and no market price data is available Further Securities of theCompany were not suspended from trading by BSE Limited during last year

The Company has appointed Ms Beetal Financial amp Computer Services Private Ltd New Delhi as CommonAgency (RTA) for Share Transfer work in both modes physical as well as electronically Detail of RTA is as underMs Beetal Financial amp Computer Services Private LimitedBeetal House 3 Floor99 Madangir Behind Local Shopping Center Near Data Harsukhdas MandirNewDelhi- 110062 Ph 011-2996128182 Fax 011-29961284

The companys shares in dematerialized form transferable through depository system and Shares in physicalform are processed by Ms Beetal Financial amp Computer Services Private Limited The Board has authorised ShRahulinder Singh Sidhu Managing Director of the company to approve share transfers and matter relatedtherewith

8 MEANSOFCOMMUNICATION

9 GENERALSHAREHOLDERINFORMATIONAnnual General Meeting

Financial Year

BookClosure

Dividend

Listing

StockCode

StockMarket Data

Registrar andShareTransfer Agents

ShareTransfer System

wwwhiraautomobilescom

st st

th

th

rd

30092013 Nil

30092014 1 Approval for Borrowing Money in excess of the aggregate of the paid up share capital andfree reserves of the Company 2 Amendments in Articles of Association

30092015 Nil

HIRA AUTOMOBILES LIMITED

37

ReconciliationofShareCapital Audit

Distribution of shareholding

Dematerializationof sharesandliquidity

GDRsADRs

Mr Ravinder Kumar Practising Company Secretary carries out the Reconciliation of Share Capital Audit asmandated by SEBI and reports on the reconciliation of total issued and listed Capital with that of total sharecapital admitted held in dematerialized form with NSDL and CDSL and those held in physical form This audit iscarried out on quarterly basis and the report thereof is submitted to the Stock Exchanges

Detail of distribution of share holding of equity share of the Company by size and ownership class as on31032016 is given as under

The Shares of the company have not been traded on stock exchange during the period under review TheCompany has not been allotted ISIN and number of shares held in dematerialized formis nil

The Company has not issued any GDRsADRsWarrants or any Convertible instruments

UP TO 5000 129 6293 38840 38840000 14106

5001 TO 10000 49 2390 44500 44500000 16162

10001 TO 20000 7 341 10000 10000000 0363220001 TO 30000 4 195 9000 9000000 03269

30001 TO 40000 2 098 6800 6800000 02470

40001 TO 50000 1 049 4400 4400000 01598

50001 TO 100000 1 049 5200 5200000 01889

100001 AND ABOVE 10 585 2634700 2634700000 956876

Indian Promoter-IndividualHUF 11 2635700 9572

Non Resident Individual 1 500 002

Bodies Corporate 1 500 002

Resident Individuals-HUF 190 116740 424

HIRA AUTOMOBILES LIMITED

38

Plant ShowroomLocationsShowroom Locations

Address for correspondence

Related Party Transactions

Compliance

Vigil Mechanism

WhistleBlower Policy

Mandatory Requirements

1 Hira Automobiles Limited Rajbaha Road Patiala Ph No 0175-22091002 Hira Automobiles Limited Malout Road Muktsar Ph No 01633-2620203 Hira Automobiles Limited Village Bhadak Rajpura Ph No 01762-2448814 Hira Automobiles Limited Radha Swami Satsang Road Nabha PhNo 01765-5059595 Hira Automobiles Limited Muktsar Road Malout Ph No01637-2637246 Hira Automobiles Limited Patiala Pehowa Road DevigarhPh No0175-26311527 Hira Automobiles Limited Bathinda Malout Road Gidderbaha8 Hira Automobiles Limited Nabha Road Bhadson9 Hira Automobiles Limited Cheeka road Samana

10 Hira Automobiles Limited Malout Road Killianwali

Following is the address for correspondenceRegistered Office ndash Hira Automobiles Limited 0598 Sector 18-B Chandigarh 160018

There are no materially significant related party transactions that may have potential conflict with the interests ofcompany at large There were transactions with related parties at market price at arms length basis which aredisclosed in Form AOC ndash 2 attached herewith The policy on dealing with related party transactions is availableon web link of the Company

The Company has complied with all the provisions of listing agreement and that no penalties and or strictureshas been imposed on the company by Stock Exchange or SEBI or any statutory authority on any matter relatedto capital markets during the last three years

Detail of Vigil Mechanismis provided in the same heading in Directors Report

Company has formulated the Whistle Blower Policy to safeguard the interest of its stakeholders Directors andemployees to freely communicate and address to the Company their genuine concerns in relation to any illegalor unethical practice being carried out in the Company and that no personnel has been denied access to the auditcommittee

The Company has complied with all the mandatory requirements as stipulated in SEBI (Listing and DisclosureRequirements) Regulations 2015

10 OTHERDISCLOSURES

wwwhiraautomobilescom

HIRA AUTOMOBILES LIMITED

39

MANAGEMENTDISCUSSIONANDANALYSIS REPORT

1 Industrystructureanddevelopment

2 Opportunitiesandthreats

3 Segmentwiseor product wiseperformance

4 Outlook

5 Risksandconcern

6 Internal control systemsandtheir adequacy

HIRA AUTOMOBILES LIMITED

40

7 Discussiononfinancial performancewithrespect tooperational performanceDue to overall recessionary economy and internal competition with the new dealer there has been minoradverse impact on the financial stability of the company with respect to operational performance as the workingcapital limits of the company has increased substantially where as there is no growth in sales In comparison tominor growth in operational performance Profitability of the company has been decreasing during the yearinspite of higher burden of interest expenditure salary and wages and other admistrative expenses

8 HumanRecourses

9 Management of theCompany

Human Resource is considered to be the most prized assetof the company by the management Hence the work-forceis being looked after well and ensured that they remain motivated The 360 degree appraisal system ensures theirsatisfaction and brings out their concerns and bikerings which are addressed by the management immediately Thisimproves the employee-management relationship and makes themwork for the better future of the company

As Company has a large network of branches spread over 14 locations in two district of Patiala and Muktsar eachlocation is being managed by a rich experienced deemed CEO who is also known deemed key managerial personnelAll the branches key Managerial Personnel are reporting directly to CMD sitting at Patiala corporate office of thecompany

HIRA AUTOMOBILES LIMITED

41

COMPLIANCECERTIFICATEBYCHIEFEXECUTIVEOFFICERANDCHIEFFINANCIALOFFICER

We Rahulinder Singh Sidhu Managing Director and Sandeep Rana Chief Financial Officer of the Companyhereby certify thatA We have reviewed financial statements and the cash flow for the year ended 31 March 2016 and that to thebest of our knowledge and belief(1) These statements do not contain any materially untrue statement or omit any material fact or containstatements that might be misleading(2) These statements together present a true and fair view of the company affairs and are in compliance withexisting accounting standards applicable laws and regulationsB There are to the best of our knowledge and belief no transactions entered into by the Company during theyear that are fraudulent illegal or volatile to the companyscode of conductC We accept responsibility for establishing and maintaining internal controls for financial Reporting and that wehave evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting andwe have disclosed to the auditors and the audit committee deficiencies in the design or operation of such internalcontrols if any of which they are aware and the steps they have taken or propose to take to rectify thesedeficienciesD We have indicated to the auditorsand the Audit committee(1) Significant changes in internal control over financial reporting during the year(2) Significant changes in accounting policies during the year and that the same have been disclosed in thenotes to the financial statements and(3) There were no instances of fraud of which they have become aware and the involvement therein of themanagement or an employee having a significant role in the companys internal control system over financialreporting

I Rahulinder Singh Sidhu Managing Director of the Company hereby declare that all Board Members andSenior Management Personnel have affirmed compliance with the code of conduct for the Directors and SeniorManagement Personnel as approved by the Board for the Financial Year ended 31 March 2016

For

st

st

HIRA AUTOMOBILES LIMITED

42

AUDITORS CERTIFICATEONCORPORATEGOVERNANCE

The Board of DirectorsHira Automobiles LimitedChandigarh

We have examined the compliance of conditions of Corporate Governance by Hira Automobiles Limited for thefinancial year ended March 31 2016 as stipulated in the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015

The compliance of conditions of Corporate Governance is the responsibility of the management Ourexamination was limited to procedures and implementation thereof adopted by the company for ensuring thecompliance of the conditions of the Corporate Governance It is neither an audit nor an expression of opinion onthe financial statements of the company

In our opinion and to the best of our information and according to the explanations given to us we certify that thecompany has complied with the conditions of Corporate Governance as stipulated in the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015

We further state that such compliance is neither an assurance as to the future viability of the company nor theefficiency of effectiveness with which the management has conducted the affairs of the company

HIRA AUTOMOBILES LIMITED

43 HIRA AUTOMOBILES LIMITED

4

5

OPINION

REPORTONOTHERLEGALANDREGULATORYREQUIREMENTS

44 HIRA AUTOMOBILES LIMITED

Annexureldquo Ardquoto the Independent Auditors Report on the Standalone Financial Statements of Hira Automobiles Limited(Referred to in paragraph 1 (f) under Report on Other Legal and Regulatory Requirements of our report of evendate)

REPORT ON THE INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING UNDER CLAUSE (i)OF SUBSECTION3 OF SECTION 143 OF THE COMPANIES ACT 2013 (ldquoTHE ACTrdquo)

We have audited the internal financial controls over financial reporting of hira automobiles LIMITED (ldquotheCompanyrdquo) as of March 31 2016 in conjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

The Companys management is responsible for establishing and maintaining internal financial controlsbased onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the ldquoGuidance Noterdquo) issued by the Institute of Chartered Accountants of India These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherence to Companyspolicies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financial information as requiredunder the Companies Act 2013

Our responsibility is to express an opinion on the Companys internal financial controls over financial reportingbased on our audit We conducted our audit in accordance with the Guidance Note and the Standards onAuditing prescribed under Section 143(10) of the Companies Act 2013 to the extent applicable to an audit ofinternal financial controls Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if such controls operatedeffectively in all material respects Our audit involves performing procedures to obtain audit evidence about theadequacy of the internal financial controls system over financial reporting and their operating effectiveness Ouraudit of internal financial controls over financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditors judgement including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internalfinancial controlssystem over financial reporting

MANAGEMENTSRESPONSIBILITYFORINTERNALFINANCIALCONTROLS

AUDITORS RESPONSIBILITY

45 HIRA AUTOMOBILES LIMITED

MEANINGOFINTERNALFINANCIALCONTROLSOVERFINANCIALREPORTING

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVERFINANCIAL REPORTING

OPINION

A companys internal financial control over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles A companys internal financial controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of thecompany (2) provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and that receipts andpayments of the company are being made only in accordance with authorisation of management and directors ofthe company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the companys assets that could have a material effect on the financialstatements

Because of the inherent limitations of internal financial controls over financial reporting including thepossibility of collusion or improper management override of controls material misstatements due to error orfraud may occur and not be detected Also projections of any evaluation of the internal financial controlsover financial reporting to future periods are subject to the risk that the internal financial control over financialreporting may become inadequate because of changes in conditions or that the degree of compliance withthe policies or procedures may deteriorate

in our opinion to the best of our information and according to the explanations given to us the Companyhas in all material respects an adequate internal financial controls system over financial reporting and suchinternal financial controls over financial reporting were operating effectively as at March 31 2016 based onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note

46 HIRA AUTOMOBILES LIMITED

Annexure B To Auditors ReportAnnexure referred to in paragraph 3 of our report of even date

1 (a) The Company has maintained proper records showing full particulars including quantitativedetailsand situation of fixed assets at Corporate Office and in the process of maintaining at outlets

(b) We have been informed that the fixed assets of the company have been physically verified by themanagement at reasonable intervals and no material discrepancies were noticed on such verification

2 (a) As informed to us physical verification of inventory of the company has been conducted by themanagement at reasonable intervals (b) In our opinion and according to the explanations givento us the procedures of Physical verification of inventory followed by the management arereasonable and adequate in relation to the size of the company and the nature of its business

(c) In our opinion and according to the explanations given to us the Company is maintainingproper records of inventory We have been informed that no material discrepancies have been noticedon physical verification as compared to records

3 (a) According to the information and explanation given to us the Company has advanced inter corporatedeposits to three companies covered in the register maintained under section 189 of the CompaniesAct2013 and there is no stipulation as to the time period for recovery of principal and interest amount ofunsecured loan given

(b) Further as there is no stipulation as to the time period for recovery of principal amount ofunsecured loan given we are unable to comment on the overdue amount in respect of thesaid loan

4 In our opinion and according to the information and explanations given to us the Company has compliedwith the provisions of Sections 185 and 186 of the CompaniesAct 2013 in respect of grant of loans makinginvestments and providing guarantees and securities

5 According to the information and explanation given to us the Company has not accepted deposits frompublic Advances from customers for sale of vehicles and against sale promotion schemes run by theCompany to promote its sale are received and paid in the ordinary course of business

6 The maintenance of cost records under section 148(1) of the CompaniesAct 2013 has not been prescribedby the Central government for the Companysince it is not manufacturing Company

7 (a) According to the information and explanations given to us the company is generally regular indepositing all statutory dues including provident fund investor education and protection fundemployees state insurance income tax sales tax wealth tax custom duty excise duty cess and anyother statutory due with appropriate authority during the year

(b) According to the information and explanations given to us there are no disputed amount payables inrespect of provident fund investor education and protection fund employees state insurance incometax sales tax wealth tax customduty excise duty cess by the Company

(c ) No amount was lying with the company which was required to be transferred to investor education andprotection fund in accordance with the relevant provisions of the CompaniesAct 1956 (1 of 1956) andrulesmade there under

8 As informed to us the companyhas not defaulted in repayment of dues to financial institutions or banks

9 As informed to us the company has not given any guarantee for loans taken by others from bank orfinancial institutions

47 HIRA AUTOMOBILES LIMITED

10 As informed to us the proceeds of the term loans taken by the company are applied for the purpose forwhich the loans were obtained

11 Based on the audit procedures performed for the purpose of reporting the true and fair view of the financialstatements and as per the information and explanation given by the management we report that no fraudby the company has been noticed or reported during the course of our audit

48 HIRA AUTOMOBILES LIMITED

49

Particulars Note No As at As atMarch 312016 March 312015

I EQUITY AND LIABILITIES(1) Shareholders funds

(a) Share capital 2 2753440000 2753440000(b) Reserves and Surplus 3 6240053700 5676970200

(2) Non-current liabilities(a) Long term borrowings 4 10202167800 9006585600(b) Deferred tax liabilities (net) 5 1662638300 1542080600(c) Other long-term liabilities 6 5734992800 5067035200

(d) Long-term provisions 7 1339912400 1244415300(3) Current liabilities

(a) Short term Borrowings 8 49363423500 59501393100(b) Trade payables 9 1502741100 6123301200(c) Other current liabilities 10 3671194600 4679162300(d) Short term provisions 11 823155600 789863800

Total 83293719800 96384247300ASSETS

(1) Non-Current assets(a) Fixed assets

(i) Tangible assts 12 16817879700 16711642800(ii) Intangible assets 13 - -

(b) Non-current investments 14 1120000 1120000(d) Long-term loans and advances 15 2618538200 2251312400

(2) Current assets(a) Inventories 16 41208502100 40489156300(b) Trade Receivables 17 14372057700 13922503000(d) Cash and Cash equivalents 18 3697504100 11556587000(e) Short-term Loans and Advances 19 4497240800 11399114400(f) Other Current assets 20 80877200 52811400

Total 83293719800 96384247300

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

(IN RUPEES)

Chairman and Managing Director

Balance Sheet

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies 1

50

Particulars Note No Year Ended Year EndedMarch 312016 March 312015

I Revenue from operations 21 310372896800 323733670200II Other income 22 136994600 525412000III Total Revenue(I+II) 310509891400 324259082200IV Expenses

a Cost of Material Consumed 23 1357073500 1293751900b Purchase of Stock-in-Trade 24 281848216100 294479334400c Changes in Inventories of Finished Goods 25 (719345800) (186205700)d Employee Benefits Expenses 26 12664754100 12944732800e Finance Costs 27 5604834800 4157234900f Depreciation and Amortization expense 12 1358225700 1559476600g Other Expenses 28 7395406500 8383136200

Total Expenses 309509164900 322631461100V Profit before tax (III-IV) 1000726500 1627621100

VI Tax expense(a)Current tax 275985000 473844400(b)Deferred tax 120557700 -

VII Profit for the Year(V-VI) 604183800 1153776700VIII Prior period tax expenses 41100300 75346500IX Earnings per Equity Share(in Rupees) 563083500 1078430200

Basic 219 392Diluted 219 392

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

Profit amp Loss Account

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies

51

Particulars As at March 312016 As at March 312015A Cash Flow from Operating Activities

Net Profit before Tax 1627621100Adjustment forDepreciation 1559476600Interest expenses 4157234900Loss Profit on Sale of Fixed Assets -

Operating ProfitLoss before Working Capital Changes 7344332600Adjustment for(Increase)Decrease in Trade amp Other receivables 940107800(Increase)Decrease in Inventory (186205700)Increase(Decrease) in Trade Payables amp other provisions (4054306400)(Increase)Decrease in Other Loans amp Advances (4635970800)Cash generated from operations (592042500)Taxes Paid (549190900)Previous Year Taxes (Net) -Net Cash from Operating Activities (A) (1141233400)

B Cash Flow from Investing Activities(Purchase) of FixedCapital Expenditure (2227931100)Sale of Fixed Assets 883140700Sale(Purchase) of Investment (315826300)

Net Cash used in Investing Activities (B) (1660616700)C Cash Flow from Finance Activities

Proceeds from Long Term Borrowing (Net) (4869873700)Secured Loan 18024550800Unsecured Loan - 991878400Interest paid (4157234900)Net Cash from Financing Activities (C ) 9989320600

Net increase in Cash and Equivalents (A+B+C) 7187470500Opening Balance of Cash and Cash Equivalents 4369116500

Closing Balance of Cash and Cash Equivalents

1000726500

13582257005604834800

69725800

8033512800

(449554700)(719345800)

(5595236000)68738078008143184100(275985000)

(41100300)7826098800

(1622365700)88177300

(367225800)

(1901414200)

1959036900(10137969600)

(5604834800)(13783767500)

(7859082900)11556587000

3697504100 11556587000

Notes1 Figures in brackets indicate cash outflow2 The above Cash Flow Statement has been prepared under the indirect method set out in AS 3-Cash

Flow Statement as prescribed by Companies (Accouning Stanadards)Rules2006

This is the Cash Flow Statement referred to our report of even date

Cash Flow Statement

HIRA AUTOMOBILES LIMITED

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

For the Year Ended 31 March 2016st

52

Notes to Accounts2 SHARE CAPITAL

As at March 31 2016 As at March 312015(1)AUTHORISED6000000 Equity shares of Rs10-each 6000000000 6000000000

FULLY PAID UP

ISSUEDSUBSCRIBED -2753440 Equity shares of Rs10 each

6000000000 6000000000

2753440000 2753440000

2753440000 2753440000

Shares at the beginning of the accounting Period2753440 Equity shares of Rs10- each 2753440000 2753440000Additions during the year - -Shares outstanding at the end of year 2753440000 2753440000Total 2753440000 2753440000

(a) Rights Preferences and Restrictions Attached to sharesEquity Shares The Company has only one class of equity shares having a par value of Rs 10 per shareEach Shareholder is entitled to one vote per share In the event of liquidation of the company the holder ofequity shares will be entitled to receive any of the remaining of the Company after distribution of allpreferential amounts However no such preferential amount exist currently The distribution will be inproportion to the number of equity shares held by the equity shareholders(b) Detail of Shares held by Shareholders holding more than 5 of the Aggregate Shares in theCompany

Name of Shareholders No of Shares Shareholding as at March31 2016

Rajinder Kaur Bhattal 826000 3000Kuldeep Singh Bhattal 272100 988Rahul Sidhu 270000 981Simran Bajwa 265000 962Manjeet Kaur Sangha 862900 3134

3 RESERVES AND SURPLUSAs at March 312016 As at March 312015

General reserveAt the beginning of the accounting period 723675000

-

-

-

-

723675000Additions during the yearAt the end of the accounting period 723675000 723675000Surplus in Statement of Profit and LossAt the beginning of the accounting period 4953295200 3874865000Additions during the year 563083500 1078430200(balance in statement of profit amp loss ac)prior period expenses written offtransfer tofrom reservesAt the end of the accounting period 5516378700 4953295200

Total 6240053700 56769702004 LONG TERM BORROWINGS

As at March 312016 As at March 312015SECUREDTerm loan(Secured against hypof car and guaranteed bythe directors of the co)

(Secured against Focal Point Properties andguaranteed by directors)

-

5018479300

142138000

5774447600

UNSECUREDLoans from directors 5183688500 3090000000Loans from shareholders and public - -Total 10202167800 9006585600

Term loan

HIRA AUTOMOBILES LIMITED

53

5 DEFERRED TAX LIABILITIES (NET)As at March 312016 As at March 312015

Deferred tax liabilities 1662638300 1542080600Total 1662638300 1542080600

6 OTHER LONG TERM LIABILITIESAs at March 312016 As at March 312015

Sales promotion scheme- Customeradvances

5046479000 4415090000

Security from Employees 688513800 651945200Total 5734992800 5067035200

7 LONG TERM PROVISIONSAs at March 312016 As at March 312015

Gratuity provision 1339912400 1244415300Total 1339912400 1244415300

10 OTHER CURRENT LIABILITIESAs at March 312015

Current maturities of long term debts 880473400 1674618400Interest accrued and due on borrowings - -Value added tax and CST 2185026500 2517359600TDS payable 111535600 157798400Current year taxes payable(net of advance tax) - -

Other payables 494159100 329385900Total 3671194600 4679162300

11 SHORT TERM PROVISIONS

(a) Provisions for employee benefits 823155600 789863800

8 SHORT TERM BORROWINGSAs at March 312016 As at March 312015

Secured loans from banksPunjab National Bank -(secured against hypothecation of stockand book-debts)Gur Mandi Patiala 30680878500 29077205300Gagan Chowk Rajpura 1863121400 1705992300New Grain Market Muktsar and Malout 842363700 757042200Inventory funding 15977059900 27961153300(secured against hypothecation of stockand book-debts)Total 49363423500 59501393100

9 TRADE PAYABLESAs at March 312016 As at March 312015

Sundry Creditors 357269200 2822407500Advance from Parties-Interest free 1145471900 3300893700Total 1502741100 6123301200

HIRA AUTOMOBILES LIMITED

As at March 312016 As at March 312015

Total 823155600 789863800

As at March 312016

54 HIRA AUTOMOBILES LIMITED

14 NON CURRENT INVESTMENTAs at March 312016 As at March 312015

Investment in Shares 1120000 1120000Investment in Mutual Funds - -

Total 1120000 1120000

15 LONG TERM LOANS AND ADVANCESAs at March 312016 As at March 312015

Security Deposits 366283000 337485500(Unsecured considered good unlessOtherwise Stated)Intercorporate Deposits 2252255200 1913826900Total 2618538200 2251312400

16 INVENTORIESAs at March 312016 As at March 312015

(As taken valued amp certified by the management)

Stock in Trade (in respect of goodsacquired for trading )

38093012700 37213584000

Stores Spares amp Loose tools 3115489400 3275572300

Total 41208502100 40489156300

17 TRADE RECEIVABLESAs at March 312016 As at March 312015

(unsecured considered good unlessotherwise stated)(1)Debts outstanding for a period exceeding

six months from the date they are due 513584600 623548900(2)Other debts 13858473100 13298954100Total 14372057700 13922503000

55

18 CASH amp CASH EQUIVALENTS As at March 312016 As at March 312015

(a) Balance with BanksFixed deposits 1260950600 812770600(Earmarked balances with banksheld as margin moneyagainst borrowingsand other commitments)Current accounts 1243916600 6403274200Gold Coins 29547200 29547200(b) Cheques Draft on HandCheques in HandCash in hand

202088500961001200

30714258001239569200

Total 3697504100 11556587000

19 SHORT TERM LOANS amp ADVANCESAs at March 312016 As at March 312015

(Unsecured considered good unlessotherwise stated)advances recoverable in cash orin kind for the value to be received(1)Advance to parties 2541662700 9294257800(2) Receivable from revenue authorities 551783000 569108700(3)Current years taxes recoverable(net ofliability)

332615600 380504500

(4) Other advances 1071179500 1155243400Total 4497240800 11399114400

HIRA AUTOMOBILES LIMITED

56

20 OTHER CURRENT ASSETSAs at March 312016 As at March 312015

Prepaid Expenses 80877200 52811400

Total 52811400

21 REVENUE FROM OPERATIONSAs at March 312016 As at March 312015

Sale of products 290733945600 301324413800Sale of services 9681919400 10435033800

Other operating revenues 9957031800 11974222600310372896800 323733670200

Less Excise duty - -Total 310372896800 323733670200

22 OTHER INCOMEAs at March 312016 As at March 312015

Interest income 87335400 279807100Other Non-operating income 49659200 245604900Total 136994600 525412000

23 COST OF MATERIAL CONSUMEDAs at March 312016 As at March 312015

Purchases Raw-Materials and PackingMaterials

1357073500 1293751900

Add Opening balance of stock - -1357073500 1293751900

Less Closing balance of stock - -Total 1357073500 1293751900

80877200

24 PURCHASE OF STOCK IN TRADEAs at March 312016 As at March 312015

Purchases of Traded goods 281848216100 294479334400

Total 281848216100 294479334400

25 CHANGES IN INVENTORIESAs at March 312016 As at March 312015

Finished Goodsat the beginning of the accounting period - -at the end of the accounting period - -Stock-in-Tradeat the beginning of the accounting period 40489156300 40302950600at the end of the accounting period 41208502100 40489156300Total (719345800) (186205700)

26 EMPLOYEE BENEFIT EXPENSESAs at March 312016 As at March 312015

Salary and Wages 8156996000 9654096800HRA Expenses and other allowance 2733336200 1148756100Contribution to Provident fund 587123100 490338400Contribution to Employees state Insurance fund 157923000 161030000Workers and Staff Welfare 299823200 269213600Gratuity Expenses 95497100 64570600Bonus 420931500 903597900Employees Training and Uniform expenses 213124000 253129400Total 12664754100 12944732800

HIRA AUTOMOBILES LIMITED

57

27 FINANCE COSTSAs at March 312016 As at March 312015

Interest ExpenseInterest to Banks 4309580000 3483884100Interest on Unsecured loans 1196279800 577607600Interest to Customers (36290200) (95330900)Interest to MSIL (121679800) (50429300)Interest to Bank on Vehicle loan 29667800 43272600Bank Charges 227277200 198230800

Total 5604834800 4157234900

28 OTHER EXPENSESAs at March 312016 As at March 312015

Accessories Expenses 9551600 18313400Festival Expenses 30357200 8141000Donation 13123500 9144500Freight Inward 23896900 26399000Power amp Fuel 913761800 911434100Software Usage Charges 91413600 86473500Entertainment Exp 19129900 29106000Rent Rates amp Taxes 701191800 671145200General Expenses 162725500 138611000Godown Rent 57600000 48125000Insurance 161551400 173705300Legal expenses 43474400 60436900Misc Expenses 7073900 3598300News Paper amp Periodicals 9374100 7947200Outside Labour Expenses 284322400 102072700Payment to the Auditors 48313400 15000000Postage amp Courier Expenses 10683600 13298800Professional Charges 147965200 1006744000Printing amp Stationery 165125400 223093400Repair to Buildings and fixed assets 309177500 427256800MDS Expenses 21264900 35806500Telephone Expenses 326712100 525640000Workshop Expenses 325704400 579373600Vehicle Running Expenses 182200200 225090800Other expenses 18263600 405070100Advertisement ExpensesDiscounts

99310800745200400

118382500821623000

Customer welfare 146224200 161357500Demo Expenses amp PDI Expenses 372510300 437441500Sales Promotion 696744200 773152400Sale Commission amp Incentives 160190000 35180000Pool Cancellation and lifting charges 202092600 166694500Marketing Staff Tour expensesTrue Value Expenses

531070200358105500

581622300442725000

Total 7395406500 8383136200

HIRA AUTOMOBILES LIMITED

58 HIRA AUTOMOBILES LIMITED

Post-Employment BenefitsDefined Contribution PlansA defined contribution plan is a post-employment benefit plan under which the Company pays specifiedContributions to a separate entity The Company makes specified monthly contributions towards ProvidentFund Superannuation Fund and Pension Scheme The Companys contribution is recognized as an expense inthe Profit and Loss Statement during the period in which the employee renders the related service

The Company does not deal with Foreign Currency hence AS-11 ldquoEffect of changes in Foreign Exchangesissued bythe Institute of Chartered Accountantsof India isnot applicable

Cash Flow Statements has been prepared following the indirect method set out in the Accounting Standard-3 on ldquoCash Statements ldquoissued by the Institute of Chartered Accountants of India

(i) Income tax expenses for the period comprise of Current Tax amp Deffered Tax(ii) Current tax is measured at the amount expected to be paid to the tax authorities using the applicable tax

Rates of the Income TaxAct 1961(iii) Deferred Tax is calculated on the timing differences being the difference between accounting income and

taxable income which originates in one period and are capable of reversal in one or more subsequentaccounting periods in accordance with the provisions of Accounting Standard -22 on ldquoAccounting forTaxeson Incomerdquo issued by the Institute of Chartered Accountants of IndiaDeferred tax assets are recognized only to the extent that there is a reasonable certainty that sufficientfuture income will be available except that deferred tax assets in case there are unabsorbed depreciationor losses are recognized if there is virtual certainty that sufficient future taxable income will be available torealize the same

Depreciation on Fixed Assets is provided on the basis of Straight Line Method (SLM) Depreciation isprovided based on useful life of the assets as prescribed in Schedule II to the Companies Act 2013

Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and itis probable that an outflow of resources will be required to settle the obligation and a reliable estimate canbe made Provisions are not discounted to their present value and are determined based on the bestestimate required to settle the obligation at the reporting date These estimates are reviewed at eachreporting date and adjusted to reflect the current best estimatesContingent liabilities are disclosed unless the possibility of outflow of resources is remoteContingent assets are neither recognized nor disclosed in the financial statements

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value Animpairment loss is charged to the Profit and Loss Statement in the year in which an asset is identified asimpaired The impairment loss recognized in prior accounting period is reversed if there has been a changein the estimate of recoverable amount

G) ForeignCurrencyTransaction

H) CashFlowStatements

J) Depreciation

K) ProvisionsandContingent liabilities

L) Impairment ofAssets

I) TaxesonIncome

59 HIRA AUTOMOBILES LIMITED

M) EarningsPer Share

N) Segment Reporting

has been made in accordance with the requirement of Accounting Standard (AS) -20 on Earnings PerShare issued by the Institute of Chartered Accountants of India Diluted Earning per share is the same asBasic Earning per share because there is no potential equity shares which would have dilutive effect onearning per shares to equity shareholders

The Company is Authorized Dealer of Maruti Suzuki India Limited (MSIL) and hence is engaged in thebusiness of sale amp service of MSIL vehicles As the basic nature of sale of variants of vehicles is governedby the same set of risk amp returns these have been grouped as single segment as per AccountingStandard(AS-17) on segment reporting issued by the Institute of Chartered Accountants of India

2 Detail in respect of Opening Stock Sales and Closing Stock as follows

3 (a) During the year the company has recognized the following amounts as Defined Contribution Pan in theProfit and Loss Account

i) Employers Contribution to Provident Fund - Rs 5871 Lacsii) Employers Contribution to Employee State Insurance - Rs 1579 Lacs

The calculation of Earnings Per Share (EPS) as disclosed in the Balance Sheet Abstract

(b) During the year the Company has made provision for Gratuity in books asdesigned benefit plan

4 Subsequent to Accounting Standards -22 Accounting for Taxes on Income Issued by the Institute ofCharteredAccountants of India Deferred Tax Expenses of Rs 120557700 for the periods is recognized inthe profit and LossAmount

Calculation of Deferred TaxLiability is as followsWritten down value of Fixed Assets as on 31032016 (As per Company Act) 168178793Written down value of Fixed Assets as on 31032016 (As per Income Tax Act) 114371729bull Timing Difference 53807064bull Tax 3090 16626383bull Deferred Tax Liability as on 31032016 16626383bull Deferred Tax Liability as on 31042015 15420806bull Deferred Tax Liability to be provided for 1205577

5 Legal amp Professional Fees includes Payments to Auditors comprising as follows-i) Statutory Audit fee Rs 10000000ii) Tax audit and Vat audit Fee Rs 5000000

6 Related Party Disclosure in accordance with Accounting Standard-18

Pacific Finlease Pvt LtdRahul Sidhu Enterprises Pvt LtdRSG Studios Pvt Ltd

(a) Enterprises owned or Significantly Influenced by Directors and their Relatives

60 HIRA AUTOMOBILES LIMITED

Particulars Opening Stock Sales Closing StockQty

825VehiclesSpares ampAccessory

Amount(Rs In Lacs)

37213632756

Qty

5627

Amount(Rs In Lacs)2647068260272

Qty

1131

Amount(Rs In Lacs)

38093031155

b)

Pacific Finlease Pvt Ltd

Rahul Sidhu Enterprises Pvt Ltd

RSGStudios Pvt Ltd

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 1915Interest Recovered during the financial year 207

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 14379Interest Recovered during the financial year 035

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 6229Interest Recovered during the financial year 618

7 Calculation of Earning Per Share is as follows Profit after Tax as per Profit amp Loss Account as on 3132016 5630835

For Basic Earning Per share 2753440For Diluted Earning Per Share 2753440

Basic 219Diluted 219

8 Balance confirmation letters have been obtained from some of the parties on test check basis9 Figures of Previous year have been re-grouped and re classified wherever necessary in order to

conform to the current years presentation

As per our report of even date

No of Equity Share (Face value Rs 10- each)

Detail of transaction for the financial year 2015-16

Earning Per Share

61 HIRA AUTOMOBILES LIMITED

Page 15: HIRAAUTOMOBILESLIMITED - bseindia.com · S. Isher Singh Director Mrs. Neha Sidhu Whole time Director Mrs ... Name Rahulinder Singh Sidhu Age 34 Brief Resume Working as Director in

ii Number of shareholders who approached issuer for transfer of shares fromsuspense account during theyear=nil

iii Number of shareholders to whomshareswere transferred fromsuspense account during the year=niliv Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end

of the year=nil

i Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account atthe beginning of the year=nil

ii Number of shareholders who approached the issuer for transfer of shares from the Unclaimed SuspenseAccount during the year=nil

iii Number of shareholders to whom shares were transferred from the Unclaimed Suspense Account during theyear=nil

iv Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account atthe end of the year=nil

The material variations between the projectionsand the actual utilization are not applicable

The Code of Conduct of Hira Automobiles Limited is attached herewith

Management Discussion and Analysis Report is attached herewith

The Company has in place `Prevention of Sexual Harassment Policy` This Anti-Sexual Harassment policyof the Company is in line with the requirements of The Sexual Harassment of Women at the Workplace(Prevention Prohibition amp Redressal) Act 2013 All employees (permanent contractual temporary andtrainees) are covered under this policy An Internal Complaints Committee (ICC) is in place to redresscomplaints received regarding sexual harassment The following is a summary of sexual harassmentcomplaints received and disposed off during the year - No of complaints received Nil -No of complaintsdisposed off NA

Your Directors wish to express their grateful appreciation to the continued co-operation received from theBanks Government Authorities Customers Vendors and Shareholders during the year under review YourDirectors also wish to place on record their deep sense of appreciation for the committed service of theExecutives staff and Workers of the Company

SHARESINUNCLAIMEDSUSPENSEACCOUNT

MATERIALVARIATIONS

CODEOFCONDUCT

MANAGEMENTDISCUSSIONANDANALYSISREPORT

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION PROHIBITION ampREDRESSAL) ACT 2013

ACKNOWLEDGEMENT

16 HIRA AUTOMOBILES LIMITED

17

FORM NO MGT-9

i CIN L50101CH1989PLC009500

ii Registration Date 06071989

iii Name of the Company Hira Automobiles Limited

iv CategorySub-Category of the Company Indian Non Government Company

v Address of the Registered office and contact details 0598 Sector 18-B Chandigarh 160018Tele - 0175-2209100101102

vi Whether listed company Yes

vii Name Address and Contact details of Registrarand Transfer Agent If any

Ms Beetal Financial amp Computer ServicesPrivate LimitedBeetal House 3rd Floor99 Madangir BehindLocal Shopping Center Near Data HarsukhdasMandir New Delhi-110062 Ph 011-2996128182FAX011-29961284

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 or more of the total turnover of the company shall be stated-

1 Selling of Cars spare parts accessories etc 100NA

III PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

1 NIL NIL NIL NIL NIL

[Pursuant to section 92(3) of theCompanies Act 2013 and rule12(1) of the Companies (Mangementand Administration) Rules 2014]

I REGISTRATION AND OTHERS DETAILS

HIRA AUTOMOBILES LIMITED

18

Demat Physical Total of TotalShares

Demat Physical Total ofTotal

Shares

1) IndianIndividualHUF

2635700 2635700 9572 2635700 2635700 9572

CentralGovtState

Govt(s)Bodies CorpBanks FIAny Other

2635700 2635700 9572 2635700 2635700 9572

NRIs-IndividualsOther-

IndividualsBodies CorpBanks FIAnyOtherhellip

PublicShareholding

MutualFundsBanks FI

i Category-Wise Share Holding

Sub-Total)A)(2)

Central Govt

iv Shareholding Pattern (Equity Share Capital Breakup as percentage of Total Equity)

a) State Govt(s)b)Venture Capital

Funds

c) InsuranceCompanies

HIRA AUTOMOBILES LIMITED

19

d)FIIse)Foreign Venture

Capital Fundsf) Others (specify)

Sub-total(B)(1)

2 Non Institutionsa) Bodies Corp

(i) Indian

(ii) Overseas

500 500 002 500 500 002

(ii) Individual

(i) Individualshareholders

holding nominalshare capital uptoRs 2 lakh

116740 116740 424 116740 116740 424

shareholdersholding nominalshare capital inexcess of Rs 1lakh

c) Others(Specify)-NRI

500 500 002 500 002

Sub-total(B)(2) 117740 117740 428 117740 428TotalPublicShareholding(B)=(B)(1)+(B)(2)

117740 117740 428 117740 428

CShares heldby

CustodianforGDRsampADRsGrandTotal

(A+B+C) 2753440 2753440 100

500

117740

117740

2753440 2753440 100

b) Individuals

HIRA AUTOMOBILES LIMITED

20

Sr

No

Shareholderrsquos

Name

Shareholding at the beginning of the

year

Shareholding at the end of the year

No ofShares

of totalShares ofthecompany

of SharesPledged encumberedto totalshares

No ofShares

1 Rajinder KaurBhattal

826000 3000 000 826000

2 Kuldeep SinghBhattal

272100 988 000 272100

3 RahulinderSingh Sidhu

270000 981 000 270000

4 Simran Bajwa 265000 962 000 2650005 D S Sangha 51600 187 000 516006 Preet Sangha 25400 092 000 254007 Vikram Bajwa 24700 090 000 247008 Manjeet Kaur

Sangha862900 3134 000 862900

9 AmandeepSingh Sangha

21600 078 000 21600

10 Karamjit Singh 15400 056 000 1540011 Neha Sidhu 1000 004 000 1000

of totalShares ofthecompany

of SharesPledged encumberedto totalshares

change inshareholdingduring theyear

3000 000 000

988 000 000

981 000 000

962 000 000187 000 000092 000 000090 000 0003134 000 000

078 000 000

056 000 000004 000 000

No of shares No of shares of total sharesof the company

At the beginning of the year NIL NIL NIL NIL

At the End of the year

ii Shareholding of Promoters

iii Change in Promoters Shareholding (please specify if there is no change)

of total sharesof the company

NIL NIL NIL NIL

NIL NIL NIL NIL

Date wise Increase Decreasein Promoters Share holdingduring the year specifying thereasons for increasedecrease (eg allotmenttransfer bonus sweat equityetc)

HIRA AUTOMOBILES LIMITED

21

Indebtedness at thebeginning of the financialyeari) Principal Amountii) Interest due but not paidiii) Interest accrued but not

142138000 8157035200 8299173200

Total(i+ii+iii) 142138000 8157035200 8299173200Change in Indebtednessduring the financial year- Addition- Reduction (142138000)

2761646100(142138000)

Net Change (142138000) 2761646100 2619508100

Indebtedness at theend of the financial yeari) Principal Amountii) Interest due but not paidiii) Interest accrued but notdue

- 10918681300 10918681300

Total (i+ii+iii) - 10918681300 10918681300

iii INDEBTEDNESSIndebtedness of the Company including interest outstandingaccrued but not due for payment

2761646100

HIRA AUTOMOBILES LIMITED

22

Stock Option 000 000 000

Sweat Equity 000 000 000

Commission- as of profit- others specify

000 000 000

Others please specify 000 000 000

Total(A) 84000000 96000000 180000000

Ceiling as per the Act

REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A Remuneration to Managing Director Whole-Time Directors andor Manager

NEHA SIDHU RAHULINDERSINGH SIDHU

(b)Value of perquisites us17(2) Income-tax Act1961

( )17 3 Income- taxAct1961 000 000

Gross salary(a)Salary as per provisions contained

1961

84000000 96000000 180000000

(c)Profits inlieu of salary under section

000

000

000 000

in section17(1) of the Income-tax Act

HIRA AUTOMOBILES LIMITED

23

Independent DirectorsmiddotFee for attending board committee meetings

middotCommission

middotOthers please specify

NIL NIL NIL NIL NIL

Total(1) NIL NIL NIL NIL NILOther Non-Executive Directors

middotFee for attending board committee meetingsmiddotCommissionmiddotOthers please specify

NIL NIL NIL NIL NIL

Total(2) NIL NIL NIL NIL NIL

Total(B)=(1+2) NIL NIL NIL NIL NIL

Total Managerial Remuneration NIL NIL NIL NIL NIL

Over all Ceiling as per the Act NIL NIL NIL NIL NIL

CEO Company CFO TotalSecretary

Gross salary(a)Salary as per provisionscontained in section17(1)of

the Income tax Act 1961

000 000 285487 285487

000 000 000 000

Sweat Equity 000 000 000 000

- (b)Value of perquisites us

17(2)Income-taxAct1961

000

000

000

000

000

000

000

000

Commission- as of profit-others specifyhellip

000 000 000 000

Others please specify 000 000 000 000

Total 000 000 285487 285487

C Remuneration to Key Managerial Personal Other Than MDManagerWTD

(C)Profits inlieu of salary undersection 17(3) Income-taxAct 1961

Sweat EquityStock Option

IV PENALTIESPUNISHMENTCOMPOUNDINGOFOFFENCES--------------------------------------------NIL---------------------------------------

HIRA AUTOMOBILES LIMITED

B Remuneration to other directors

24

Parti culars Details

A Name(s) of the related party and nature of relationship Rahul Sidhu Enterprises Pvt Ltd

B Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not SpecifiedD Salient terms of the contracts or arrangements or transactions

including the value if anyAt bank rate of Interest

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the Board 30042015G Amount paid as advances if any 226620-

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

2 Details of contracts or arrangements or transactions not at arms length basis

Par t i cul ars Details

A Name(s) of the related party and nature of relationship RSG Studios Pvt Ltd

B Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not Specified

D Salient terms of the contracts or arrangements or transactionsincluding the value if any

At bank rate of Interest

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the Board 30042015

G Amount paid as advances if any 971927-

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

HIRA AUTOMOBILES LIMITED

NA

NA

CONSERVATIONOFENERGY TECHNOLOGYABSORPTIONANDFOREIGNEXCHANGEOUTGO

(A) Conservationof energy

(B) Technologyabsorption

(C) ForeignexchangeearningsandOutgo

Steps taken impact on conservation of energy with special reference to the following(i) Steps taken by the company for utilizing alternate sources of energy including waste generated - NIL(ii) Capital investment on energy conservation equipment - NIL

1 Efforts in brief made towards technology absorption - NIL2 Benefits derived as a result of the above efforts eg product improvement cost reduction product

development import substitution etc - NIL3 In case of imported technology (imported during the last 3 years reckoned from the beginning of the

financial year) following information may be furnished(a) Details of technology imported - NIL(b) Year of import - NIL(c) Whether the technologybeen fully absorbed- NIL(d) If not fully absorbed areaswhere absorption hasnot taken place and the reasons therefore- NIL

4 Expenditure incurred on Research and Development

25

Earnings NIL

Outgo NIL

including the value if any

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the BoardG Amount paid as advances if any Nil

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

A Name(s) of the related party and nature of relationship Pacific Finlease Pvt LtdB Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not Specified

D Salient terms of the contracts or arrangements or transactions At bank rate of Interest

NA

HIRA AUTOMOBILES LIMITED

26

RATIOOF REMUNERATION

(i) the ratio of the remuneration of each director to the median remun--eration of the employees of the company for the financial year

4701

(ii) the percentage increase in remuneration of each director Chief FinancialOfficer Chief Executive Officer Company Secretary or Manager if anyin the financial year

Nil

(iii) the percentage increase in the median remuneration of employees inthe financial year

Nil

(iv) the number of permanent employees on the rolls of company 866(v) the explanation on the relationship between average increase inremuneration and company performance

NA

(vi) comparison of the remuneration of the Key Managerial Personnelagainst the performance of the company

As per individual performance

Nil

(viii) average percentile increase already made in the salaries of employeesother than the managerial personnel in the last financial year and itscomparison with the percentile increase in the managerial remunerationand justification thereof and point out if there are any exceptionalcircumstances for increase in the managerial remuneration

Nil

(ix) comparison of the each remuneration of the Key Managerial Personnelagainst the performance of the company

As per individual performance

(x) the key parameters for any variable component of remuneraavailed by the directors

tion Nil

(xi) the ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess ofthe highest paid director during the year

Nil

(xii) Affirmation that the remuneration is as per the remuneration policyof the company

Yes

Vii) Variations in the capitalisation of the company price earningsratio as at the closing date of the current financial year and previousfinancial year and percentage increase over in the marketquotations of the shares of the company in comparison to the rate atwhich the company came out with last public offer incase of listecompanies and in case of unlisted companies the variations in the networth of the company as at the close of the current financial year andprevious financial year

HIRA AUTOMOBILES LIMITED

27 HIRA AUTOMOBILES LIMITED

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee StockPurchase Scheme) Guidelines 1999

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)

Regulations 1993 regarding the Companies Act and dealing with client(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009 and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998

(vi) Factories Act 1948 The Punjab Shops and Commercial Establishments Act 1958 The Payment of WagesAct 1936 The Minimum Wages Act 1948 Employees State Insurance Act 1948 The EmployeesProvident Fund amp Miscellaneous Provisions Act 1952 Payment of Bonus Act 1965 The Payment ofGratuity Act 1972 The Industrial Employment (Standing Orders) Act 1946 The Employment Exchange(Compulsory Notification of Vacancies) Act 1956 The Environment (Protection) Act 1986 The HazardousWastes (Management Handling amp Trans boundary Movement) Rules 2008 The Water (Prevention ampControl of Pollution) Act 1974 The Air (Prevention amp Control of Pollution) Act 1981 and The Punjab LabourWelfare Fund Act 1965

I have also examined compliance with the applicable clauses of the following

(i) Secretarial Standards issued by The Institute of Company Secretaries of India(ii) The Listing Agreement entered into by the Companywith BSE Limited

During the period under review the Company has complied with the provisions of the Act RulesRegulations Guidelines Standards etc mentioned above except to the extent as mentioned below

1 That Company has not complied with Regulation 38 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 relating to maintaining of minimum publicshareholding by a listed Company

2 That Company Secretary of the Company has resigned and new Company Secretary is to be appointed asrequired under Section 203 of The Companies Act 2013

3 That Company has not deducted and deposited labour welfare fund as required under The Punjab LabourWelfare Fund Act 1965

4 That Statutory bonus as required under Payment of Bonus Act 1965 has not been paid by the Companyduring the year

5 That there are related party transactions which are not in ordinary course of business and which are not atarms length basis

6 That there is carry forward of loans given to parties which are covered under section 185 of the CompaniesAct 2013

7 That the Company has 14 locations and some locations need to get registration under The Punjab Shopsand Commercial Establishments Act 1958 and some locations require factory license under Factories Act1948 whereas some locations require consent authorization for operation of a facility under pollution lawsand The Hazardous Wastes (Management Handling amp Trans boundary Movement) Rules 2008

8 That the periodical returns required to be filed under The Employment Exchange (Compulsory Notificationof Vacancies) Act 1956 has not been filed and are pending

I further report thatThe Board of Directors of the Company is duly constituted with proper balance of Executive Directors NonExecutive Directors and Independent Directors The changes in the composition of the Board of Directors thattook place during the period under review were carried out in compliance with the provisions of the Act

-

28 HIRA AUTOMOBILES LIMITED

Adequate notice is given to all directors to schedule the Board Meetings agenda and detailed notes on agendawere sent at least seven days in advance and a system exists for seeking and obtaining further information andclarifications on the agenda items before the meeting and for meaningful participation at the meeting

Majority decision is carried through while the dissenting members views are captured and recorded as part ofthe minutes

I further report that there are adequate systems and processes in the company commensurate with the size andoperations of the company to monitor and ensure compliance with applicable laws rules regulations andguidelines

This report is to be read with our letter of even date which is annexed as and forms an integralpart of this report

29 HIRA AUTOMOBILES LIMITED

30 HIRA AUTOMOBILES LIMITED

HIRA AUTOMOBILES LIMITEDCODEOF CONDUCT

PERSONTOWHOMTHECODEISAPPLICABLE

( ) GENERALSTANDARDOFCONDUCT

( ) APPLICABLELAWS

( ) CONFLICTOFINTEREST

( ) PROTECTINGCONFIDENTIALINFORMATION

This code is applicable to the following persons (hereinafter referred to as Officers of the company)-All the Board Members-The entire Core group Members of the Companyand heads of the department

1 Officers are expected to exercise good judgment to ensure the safety and welfare of employees consumerscustomers suppliers shareholders lenders and other stakeholders and to maintain a co-operativeefficient positive harmonious and productive work environment practice integrity in inter-personalrelationships work on the principal of mutual trust transparencyand teamwork

2 Officers are expected to acquire and maintain professional competence3 Officers are expected to observe discipline and conduct themselves both on and off-duty in a manner to

uphold the high image of the company4 Officers are expected to assist the company in identifying controlling mitigating and managing business

risks within the companys risk management policy framework5 Officers are expected to assist the company in providing to its employees a work environment free of

harassment and free of discrimination based on race religion creed color physical or mental disability agesex etc

6 Officers should not engage in selling or distribution or be in possession of or use narcoticspsychotropicdrugs or be under influence of alcohol while on duty

7 As Officers represent the Company before the public and various authorities they are expected to dressneatly and appropriately in a manner consistent with the nature of their work and the image of the company

8 Officers should not claim from the company unauthorized personal expenses9 Customersupplierinvestor Relationships- Officers who need to deal with customers suppliers and investors

should understand that they are dealing and therefore should uphold the image and goodwill generated andbuilt-up by the Companyover the year

Officers must acquire adequate Knowledge of all the applicable laws rules regulations order and notificationsunder regulatory framework as applicable to their functions and duties and should follow and comply with thesame and avoid violation breach or infringement thereof

Officers of the Company will avoid conflict of interest Conflict of interest is said to exit when personal interest mayhave a potential conflict with the interest of the company at large Where any transaction involves conflict ofinterest prior approval of the Managing Directors Executive Director and in case of a Director of the Boardshould be obtained

The Companys confidential information is a vita and asset It may relate to product product formula processproduct plans and road maps cost and financial information information as to customers suppliers dealers andemployees business arrangements and agreements as well as to patents trademarks copyrights and tradesecrets For the purpose of this Code confidential information would also include the information obtained by theCompany from a third party under a Non Disclosure Agreement Such confidential information should beprotected and safeguarded against unauthorized personal use and should not be disclosed to any one expect (i)with prior authorization (ii) in the ordinary course of carrying on the business of the Company In the course ofconducting the Companys Business Officers may come in possession of confidential information about itsemployees customers suppliers etc Officers should handle the same with utmost responsibility and prevent itsmisuse

I

II

III

IV

31 HIRA AUTOMOBILES LIMITED

( ) PREVENTIONOFINSIDERTRADING

( ) COMPANYSASSETS

( ) NONCOMPLIANCE

( ) ANYAMENDMENTSORMODIFICATIONTOTHECODEOFCONDUCT

( )ACKNOWLEDGEMENTOFRECEIPTOFCODEOFCONDUCTANDETHICS

1 COMPANY PHILOSOPHY ONCODEOF GOVERNANCE

2 BOARDOF DIRECTORS

V

VI

VII

VIII

IX

Officers are privy to price sensitive inside information and should not use it to make personal gains TheCompany has framed Code of Conduct for prevention of insider trading in the Securities of the CompanyOfficers should follow the same in letter and spirit

Protecting and safeguarding the Companys assets and properties and preventing their unauthorized usepersonal use is one of the key and prime responsibility of Officers Officers are personally responsible of theCompanys funds under their control Officers should use electronic communication facilities like e-mail Internetetc in a legal ethical and appropriate manner and not expose the Company to liability resulting from the illegalunauthorized or unethical use thereof

In case of non-compliance of any of the provisions of this Code of conduct the same shall be reported to theChairman of the Board of Directors of the Company

This Code of Conduct is subject to modification The Board of Directors has the requisite power and the authorityto update and amend the Code of Conduct from time to time

I have received and read the Companys Code of Conduct and Ethics and have understood the standards andpolicies contained therein I agree to comply with the Companys Code of Conduct and Ethics I hereby affirm tothe Company compliance with the Code Conduct and Ethics on an annual basis and also undertake to renewsuch affirmation in the first weekof April every year

Pursuant to Regulation 34 read with Schedule V to the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 a Report on Corporate Governance is givenbelow

The report on Corporate Governance is requirement under Listing Agreement entered into with stockExchange and forms part of the report of the Board of Directors to the shareholders of the Company Thisreport gives an insight into the organizational structure of the Company The vision of the company is to be afinancially sound profitable growth oriented company committed to building and maximizing sustainablevalue for all the shareholders In its endeavor to attain the goal visualized the company is laying maximumemphasis on the effective system of Corporate Governance

(a) CompositionThe present strength of Board of Directors of the Company is five comprising of two Promoter Directors and threeIndependent Directors having diversified professional experience Out of total strength of five Directors two areexecutive and three are Non-Executive The composition of Board of Directors as on 31 March 2016 is asunder

REPORT OF THEBOARDOFDIRECTORS ONCORPORATEGOVERNANCE

st

32 HIRA AUTOMOBILES LIMITED

SN Name DIN Designation Nature of Directorship

1 Rahul Inder SinghSidhu

00447452Chairman and ManagingDirector

Promoter Executive

2 Neha Sidhu 00460875 Whole-time director Promoter Executive

3 Isher Singh 02990779 Director Independent Non Executive4 Rajbir Kaur 06397998 Director Independent Non Executive

5 Rupinder Kaur 06403845 Director Independent Non Executive

6 Ramesh Kumar 00126036 Director Independent Non Executive

Sh Ramesh Kumar has resigned on 31122015 from the office of Director(b) Attendance of each Director at the Board Meetings held during the year 2015-16 and last Annual General

Meeting and number of other Boards or Board Committees in which heshe is a member is as under-

The detail of number of shares and convertible instruments held by non ndash executive directors is given asbelow

Shri Rahulinder Singh Sidhu Managing Director of the Company and Smt Neha Sidhu Whole Time Director on theBoard of Directors are related to each other as husband and wife

(c) During the year fifteen meetings of the Board ofDirectors were held on the following dates-

The familiarization programme imparted to independent directors is disclosed on weblinkof the Company

wwwhiraautomobilescom

33

30042015 30052015 31052015 21072015 31072015 15092015

30092015 31102015 02112015 30112015 02012016 0202201615022016 22022016 10032016

SN Name of non ndash executive Director No of Equity Shares Held No of convertibleinstruments Held

1 Rajbir Kaur Nil NA

2 Rupinder Kaur Nil NA3 Isher Singh Nil NA

Total Nil NA

SN

Name of Director No of BoardMeeting attended

No of otherDirectorship

Membershipin other

Committees

Attendance atlast AGM

1 Rahulinder Singh Sidhu 15 4 - Yes

2 Neha Sidhu 12 4 - Yes

3 Isher Singh 12 - 3 -

4 Rajbir Kaur 6 - 3 -

5 Rupinder Kaur 6 - 3 -

6 Ramesh Kumar 1 4 - -

HIRA AUTOMOBILES LIMITED

34

3 AUDITCOMMITTEE

4NOMINATIONANDREMUNERATIONCOMMITTEE

Remunerationpolicy

The terms of reference of the audit committee include all the matters as provided under Section 177 (4) of TheCompanies Act 2013 and the rules made there under and SEBI (LODR) Regulations 2015

As on 31 March 2016 In compliance with the provisions of Section 177(2) of the Companies Act 2013 AuditCommittee comprises of three Non-Executive Independent Directors five meetings of Audit Committee wereheld during the year under consideration on following dates

The details of members of the audit committee and their attendance is as under-

The terms of reference of Nomination and Remuneration Committee covers all the matters provided under theCompanies Act 2013 and the rules made there under and SEBI (LODR) Regulations 2015

As on 31 March 2016 in compliance with the provisions of Section 178(1) of the Companies Act 2013Nomination and Remuneration Committee comprises of three Non-Executive Independent Directors Twomeetings of Nomination and Remuneration Committee were held during the year under consideration on 30May 2015 and 10 March 2016The details of members of the audit committee and their attendance is as under-

Remuneration policy ensures that the level and composition of remuneration is reasonable and sufficient toattract retain and motivate directors of the quality required to run the company successfully and that relationshipof remuneration to performance is clear and meets appropriate performance benchmarks and that remunerationto directors key managerial personnel and senior management involves a balance between fixed and incentivepay reflecting short and long-term performance objectives appropriate to the working of the company and itsgoals

CompositionandMeetings

CompositionandMeetings

st

st

th

th

30052015 31072015 31102015 15022016 28032016

Name of Directors Position held in theCommittee

Category MEETINGSHeld Attended

Isher Singh Chairman Independent NonExecutive

Five Five

Rupinder Kaur Member Independent NonExecutive

Three Three

Rajbir Kaur Member Independent NonExecutive

Three Three

Name of Directors Position held in theCommittee

Category MEETINGS

Held Attended

Isher Singh Chairman Independent NonExecutive

Two Two

Rupinder Kaur Member Independent Non

Executive

Two Two

Rajbir Kaur Member Independent NonExecutive

Two Two

HIRA AUTOMOBILES LIMITED

35

5 REMUNERATIONOFDIRECTORS

6 STAKEHOLDERS GRIEVANCECOMMITTEE

7 GENERALBODYMEETINGS

There is no pecuniary relationship or transaction of the company with its independent directors other thanpayment of sitting fee to them for attending Board and Committee meetings Following Executive Directors werepaid as per detail given below

and no commission on profits is paid to any of the Directors No stock option has been given to any of theDirectors including Executive Directors

As on 31 March 2016 in compliance with the requirement of Section 178(5) of The Companies Act 2013Stakeholder Relationship Committee comprises of three Non-Executive Independent Directors to consider andresolve the grievances of security holders of the companyper detail given below

Sh Rahul Inder Singh Sidhu Managing Director has been appointed as Compliance officer for the purpose ofcomplying with various provisions of the Guidelines Regulations issued by Securities and Exchange Board ofIndia Listing Agreement with Stock Exchanges

The Company has not received any complaint during the year from the shareholders and there is no pendingcomplaint with the Company

(i) Location and time where last three Annual General Meetings were held is given below-

(i) Compositionst

(ii) ComplianceOfficer

(iii) Complaints

SN

NAME OFDIRECTOR

DESIGNATION SALARY Rs BENEFITS BONUS STOCKOPTIONS

PENSION

1 RahulinderSingh Sidhu

ManagingDirector

960000- - - - -

2 Neha Sidhu Whole TimeDirector

840000- - - - -

Name Category Designation

Isher Singh Independent Non Executive Chairman

Rupinder Kaur Independent Non Executive Member

Rajbir Kaur Independent Non Executive Member

Financial Year Date Time Venue

2012-13 30092013 1100 A M 20 Sector 8A Chandigarh 1100022013-14 30092014 500 PM 20 Sector 8A Chandigarh 110002

2014-15 30092015 500 PM 20 Sector 8A Chandigarh 110002

HIRA AUTOMOBILES LIMITED

36

(ii) Following Special Resolutions were passed in the previous 3 Annual General Meeting

(iii) No special resolution has been passed last year through postal ballot and no special resolution isproposed to be conducted through postal ballot

Quarterly results are normally published in the newspapers and also sent to BSE Limited Physical copy ofannual report which inter alia includes the Directors Report Corporate governance report Audited AccountsCash Flow Statements etc was sent to shareholders by post and also to BSE Limited The quarterly results andannual report isalso available on companys website at under investors section

Date 30092016 Time 0500 PM Day Friday and Venue Registered Office of the Company at 0598 Sector18B Chandigarh 160018

The companys Financial Year starts from 1 April every year and conclude on 31 March next year

The Register of Members and the Share Transfer Books of the Company shall remain closed from 29 day ofSeptember 2016 to 30 day of September 2016 (both days inclusive)

No dividend has been recommended by the Board this year and therefore information under this sub clause is nil

The shares of the Company are listed at BSE Limited only as other regional stock exchanges viz Delhi StockExchange Association Limited Ludhiana Stock Exchange Association Limited and Ahmedabad StockExchange Limited had been de-recoganised in the process of de-recoganition by Securities and ExchangeBoard of India The Company haspaid listing fee to BSE Limited

The Stock Code of the Company on BSE Limited is 531743

There was no trading of shares of the Company and no market price data is available Further Securities of theCompany were not suspended from trading by BSE Limited during last year

The Company has appointed Ms Beetal Financial amp Computer Services Private Ltd New Delhi as CommonAgency (RTA) for Share Transfer work in both modes physical as well as electronically Detail of RTA is as underMs Beetal Financial amp Computer Services Private LimitedBeetal House 3 Floor99 Madangir Behind Local Shopping Center Near Data Harsukhdas MandirNewDelhi- 110062 Ph 011-2996128182 Fax 011-29961284

The companys shares in dematerialized form transferable through depository system and Shares in physicalform are processed by Ms Beetal Financial amp Computer Services Private Limited The Board has authorised ShRahulinder Singh Sidhu Managing Director of the company to approve share transfers and matter relatedtherewith

8 MEANSOFCOMMUNICATION

9 GENERALSHAREHOLDERINFORMATIONAnnual General Meeting

Financial Year

BookClosure

Dividend

Listing

StockCode

StockMarket Data

Registrar andShareTransfer Agents

ShareTransfer System

wwwhiraautomobilescom

st st

th

th

rd

30092013 Nil

30092014 1 Approval for Borrowing Money in excess of the aggregate of the paid up share capital andfree reserves of the Company 2 Amendments in Articles of Association

30092015 Nil

HIRA AUTOMOBILES LIMITED

37

ReconciliationofShareCapital Audit

Distribution of shareholding

Dematerializationof sharesandliquidity

GDRsADRs

Mr Ravinder Kumar Practising Company Secretary carries out the Reconciliation of Share Capital Audit asmandated by SEBI and reports on the reconciliation of total issued and listed Capital with that of total sharecapital admitted held in dematerialized form with NSDL and CDSL and those held in physical form This audit iscarried out on quarterly basis and the report thereof is submitted to the Stock Exchanges

Detail of distribution of share holding of equity share of the Company by size and ownership class as on31032016 is given as under

The Shares of the company have not been traded on stock exchange during the period under review TheCompany has not been allotted ISIN and number of shares held in dematerialized formis nil

The Company has not issued any GDRsADRsWarrants or any Convertible instruments

UP TO 5000 129 6293 38840 38840000 14106

5001 TO 10000 49 2390 44500 44500000 16162

10001 TO 20000 7 341 10000 10000000 0363220001 TO 30000 4 195 9000 9000000 03269

30001 TO 40000 2 098 6800 6800000 02470

40001 TO 50000 1 049 4400 4400000 01598

50001 TO 100000 1 049 5200 5200000 01889

100001 AND ABOVE 10 585 2634700 2634700000 956876

Indian Promoter-IndividualHUF 11 2635700 9572

Non Resident Individual 1 500 002

Bodies Corporate 1 500 002

Resident Individuals-HUF 190 116740 424

HIRA AUTOMOBILES LIMITED

38

Plant ShowroomLocationsShowroom Locations

Address for correspondence

Related Party Transactions

Compliance

Vigil Mechanism

WhistleBlower Policy

Mandatory Requirements

1 Hira Automobiles Limited Rajbaha Road Patiala Ph No 0175-22091002 Hira Automobiles Limited Malout Road Muktsar Ph No 01633-2620203 Hira Automobiles Limited Village Bhadak Rajpura Ph No 01762-2448814 Hira Automobiles Limited Radha Swami Satsang Road Nabha PhNo 01765-5059595 Hira Automobiles Limited Muktsar Road Malout Ph No01637-2637246 Hira Automobiles Limited Patiala Pehowa Road DevigarhPh No0175-26311527 Hira Automobiles Limited Bathinda Malout Road Gidderbaha8 Hira Automobiles Limited Nabha Road Bhadson9 Hira Automobiles Limited Cheeka road Samana

10 Hira Automobiles Limited Malout Road Killianwali

Following is the address for correspondenceRegistered Office ndash Hira Automobiles Limited 0598 Sector 18-B Chandigarh 160018

There are no materially significant related party transactions that may have potential conflict with the interests ofcompany at large There were transactions with related parties at market price at arms length basis which aredisclosed in Form AOC ndash 2 attached herewith The policy on dealing with related party transactions is availableon web link of the Company

The Company has complied with all the provisions of listing agreement and that no penalties and or strictureshas been imposed on the company by Stock Exchange or SEBI or any statutory authority on any matter relatedto capital markets during the last three years

Detail of Vigil Mechanismis provided in the same heading in Directors Report

Company has formulated the Whistle Blower Policy to safeguard the interest of its stakeholders Directors andemployees to freely communicate and address to the Company their genuine concerns in relation to any illegalor unethical practice being carried out in the Company and that no personnel has been denied access to the auditcommittee

The Company has complied with all the mandatory requirements as stipulated in SEBI (Listing and DisclosureRequirements) Regulations 2015

10 OTHERDISCLOSURES

wwwhiraautomobilescom

HIRA AUTOMOBILES LIMITED

39

MANAGEMENTDISCUSSIONANDANALYSIS REPORT

1 Industrystructureanddevelopment

2 Opportunitiesandthreats

3 Segmentwiseor product wiseperformance

4 Outlook

5 Risksandconcern

6 Internal control systemsandtheir adequacy

HIRA AUTOMOBILES LIMITED

40

7 Discussiononfinancial performancewithrespect tooperational performanceDue to overall recessionary economy and internal competition with the new dealer there has been minoradverse impact on the financial stability of the company with respect to operational performance as the workingcapital limits of the company has increased substantially where as there is no growth in sales In comparison tominor growth in operational performance Profitability of the company has been decreasing during the yearinspite of higher burden of interest expenditure salary and wages and other admistrative expenses

8 HumanRecourses

9 Management of theCompany

Human Resource is considered to be the most prized assetof the company by the management Hence the work-forceis being looked after well and ensured that they remain motivated The 360 degree appraisal system ensures theirsatisfaction and brings out their concerns and bikerings which are addressed by the management immediately Thisimproves the employee-management relationship and makes themwork for the better future of the company

As Company has a large network of branches spread over 14 locations in two district of Patiala and Muktsar eachlocation is being managed by a rich experienced deemed CEO who is also known deemed key managerial personnelAll the branches key Managerial Personnel are reporting directly to CMD sitting at Patiala corporate office of thecompany

HIRA AUTOMOBILES LIMITED

41

COMPLIANCECERTIFICATEBYCHIEFEXECUTIVEOFFICERANDCHIEFFINANCIALOFFICER

We Rahulinder Singh Sidhu Managing Director and Sandeep Rana Chief Financial Officer of the Companyhereby certify thatA We have reviewed financial statements and the cash flow for the year ended 31 March 2016 and that to thebest of our knowledge and belief(1) These statements do not contain any materially untrue statement or omit any material fact or containstatements that might be misleading(2) These statements together present a true and fair view of the company affairs and are in compliance withexisting accounting standards applicable laws and regulationsB There are to the best of our knowledge and belief no transactions entered into by the Company during theyear that are fraudulent illegal or volatile to the companyscode of conductC We accept responsibility for establishing and maintaining internal controls for financial Reporting and that wehave evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting andwe have disclosed to the auditors and the audit committee deficiencies in the design or operation of such internalcontrols if any of which they are aware and the steps they have taken or propose to take to rectify thesedeficienciesD We have indicated to the auditorsand the Audit committee(1) Significant changes in internal control over financial reporting during the year(2) Significant changes in accounting policies during the year and that the same have been disclosed in thenotes to the financial statements and(3) There were no instances of fraud of which they have become aware and the involvement therein of themanagement or an employee having a significant role in the companys internal control system over financialreporting

I Rahulinder Singh Sidhu Managing Director of the Company hereby declare that all Board Members andSenior Management Personnel have affirmed compliance with the code of conduct for the Directors and SeniorManagement Personnel as approved by the Board for the Financial Year ended 31 March 2016

For

st

st

HIRA AUTOMOBILES LIMITED

42

AUDITORS CERTIFICATEONCORPORATEGOVERNANCE

The Board of DirectorsHira Automobiles LimitedChandigarh

We have examined the compliance of conditions of Corporate Governance by Hira Automobiles Limited for thefinancial year ended March 31 2016 as stipulated in the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015

The compliance of conditions of Corporate Governance is the responsibility of the management Ourexamination was limited to procedures and implementation thereof adopted by the company for ensuring thecompliance of the conditions of the Corporate Governance It is neither an audit nor an expression of opinion onthe financial statements of the company

In our opinion and to the best of our information and according to the explanations given to us we certify that thecompany has complied with the conditions of Corporate Governance as stipulated in the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015

We further state that such compliance is neither an assurance as to the future viability of the company nor theefficiency of effectiveness with which the management has conducted the affairs of the company

HIRA AUTOMOBILES LIMITED

43 HIRA AUTOMOBILES LIMITED

4

5

OPINION

REPORTONOTHERLEGALANDREGULATORYREQUIREMENTS

44 HIRA AUTOMOBILES LIMITED

Annexureldquo Ardquoto the Independent Auditors Report on the Standalone Financial Statements of Hira Automobiles Limited(Referred to in paragraph 1 (f) under Report on Other Legal and Regulatory Requirements of our report of evendate)

REPORT ON THE INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING UNDER CLAUSE (i)OF SUBSECTION3 OF SECTION 143 OF THE COMPANIES ACT 2013 (ldquoTHE ACTrdquo)

We have audited the internal financial controls over financial reporting of hira automobiles LIMITED (ldquotheCompanyrdquo) as of March 31 2016 in conjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

The Companys management is responsible for establishing and maintaining internal financial controlsbased onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the ldquoGuidance Noterdquo) issued by the Institute of Chartered Accountants of India These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherence to Companyspolicies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financial information as requiredunder the Companies Act 2013

Our responsibility is to express an opinion on the Companys internal financial controls over financial reportingbased on our audit We conducted our audit in accordance with the Guidance Note and the Standards onAuditing prescribed under Section 143(10) of the Companies Act 2013 to the extent applicable to an audit ofinternal financial controls Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if such controls operatedeffectively in all material respects Our audit involves performing procedures to obtain audit evidence about theadequacy of the internal financial controls system over financial reporting and their operating effectiveness Ouraudit of internal financial controls over financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditors judgement including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internalfinancial controlssystem over financial reporting

MANAGEMENTSRESPONSIBILITYFORINTERNALFINANCIALCONTROLS

AUDITORS RESPONSIBILITY

45 HIRA AUTOMOBILES LIMITED

MEANINGOFINTERNALFINANCIALCONTROLSOVERFINANCIALREPORTING

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVERFINANCIAL REPORTING

OPINION

A companys internal financial control over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles A companys internal financial controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of thecompany (2) provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and that receipts andpayments of the company are being made only in accordance with authorisation of management and directors ofthe company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the companys assets that could have a material effect on the financialstatements

Because of the inherent limitations of internal financial controls over financial reporting including thepossibility of collusion or improper management override of controls material misstatements due to error orfraud may occur and not be detected Also projections of any evaluation of the internal financial controlsover financial reporting to future periods are subject to the risk that the internal financial control over financialreporting may become inadequate because of changes in conditions or that the degree of compliance withthe policies or procedures may deteriorate

in our opinion to the best of our information and according to the explanations given to us the Companyhas in all material respects an adequate internal financial controls system over financial reporting and suchinternal financial controls over financial reporting were operating effectively as at March 31 2016 based onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note

46 HIRA AUTOMOBILES LIMITED

Annexure B To Auditors ReportAnnexure referred to in paragraph 3 of our report of even date

1 (a) The Company has maintained proper records showing full particulars including quantitativedetailsand situation of fixed assets at Corporate Office and in the process of maintaining at outlets

(b) We have been informed that the fixed assets of the company have been physically verified by themanagement at reasonable intervals and no material discrepancies were noticed on such verification

2 (a) As informed to us physical verification of inventory of the company has been conducted by themanagement at reasonable intervals (b) In our opinion and according to the explanations givento us the procedures of Physical verification of inventory followed by the management arereasonable and adequate in relation to the size of the company and the nature of its business

(c) In our opinion and according to the explanations given to us the Company is maintainingproper records of inventory We have been informed that no material discrepancies have been noticedon physical verification as compared to records

3 (a) According to the information and explanation given to us the Company has advanced inter corporatedeposits to three companies covered in the register maintained under section 189 of the CompaniesAct2013 and there is no stipulation as to the time period for recovery of principal and interest amount ofunsecured loan given

(b) Further as there is no stipulation as to the time period for recovery of principal amount ofunsecured loan given we are unable to comment on the overdue amount in respect of thesaid loan

4 In our opinion and according to the information and explanations given to us the Company has compliedwith the provisions of Sections 185 and 186 of the CompaniesAct 2013 in respect of grant of loans makinginvestments and providing guarantees and securities

5 According to the information and explanation given to us the Company has not accepted deposits frompublic Advances from customers for sale of vehicles and against sale promotion schemes run by theCompany to promote its sale are received and paid in the ordinary course of business

6 The maintenance of cost records under section 148(1) of the CompaniesAct 2013 has not been prescribedby the Central government for the Companysince it is not manufacturing Company

7 (a) According to the information and explanations given to us the company is generally regular indepositing all statutory dues including provident fund investor education and protection fundemployees state insurance income tax sales tax wealth tax custom duty excise duty cess and anyother statutory due with appropriate authority during the year

(b) According to the information and explanations given to us there are no disputed amount payables inrespect of provident fund investor education and protection fund employees state insurance incometax sales tax wealth tax customduty excise duty cess by the Company

(c ) No amount was lying with the company which was required to be transferred to investor education andprotection fund in accordance with the relevant provisions of the CompaniesAct 1956 (1 of 1956) andrulesmade there under

8 As informed to us the companyhas not defaulted in repayment of dues to financial institutions or banks

9 As informed to us the company has not given any guarantee for loans taken by others from bank orfinancial institutions

47 HIRA AUTOMOBILES LIMITED

10 As informed to us the proceeds of the term loans taken by the company are applied for the purpose forwhich the loans were obtained

11 Based on the audit procedures performed for the purpose of reporting the true and fair view of the financialstatements and as per the information and explanation given by the management we report that no fraudby the company has been noticed or reported during the course of our audit

48 HIRA AUTOMOBILES LIMITED

49

Particulars Note No As at As atMarch 312016 March 312015

I EQUITY AND LIABILITIES(1) Shareholders funds

(a) Share capital 2 2753440000 2753440000(b) Reserves and Surplus 3 6240053700 5676970200

(2) Non-current liabilities(a) Long term borrowings 4 10202167800 9006585600(b) Deferred tax liabilities (net) 5 1662638300 1542080600(c) Other long-term liabilities 6 5734992800 5067035200

(d) Long-term provisions 7 1339912400 1244415300(3) Current liabilities

(a) Short term Borrowings 8 49363423500 59501393100(b) Trade payables 9 1502741100 6123301200(c) Other current liabilities 10 3671194600 4679162300(d) Short term provisions 11 823155600 789863800

Total 83293719800 96384247300ASSETS

(1) Non-Current assets(a) Fixed assets

(i) Tangible assts 12 16817879700 16711642800(ii) Intangible assets 13 - -

(b) Non-current investments 14 1120000 1120000(d) Long-term loans and advances 15 2618538200 2251312400

(2) Current assets(a) Inventories 16 41208502100 40489156300(b) Trade Receivables 17 14372057700 13922503000(d) Cash and Cash equivalents 18 3697504100 11556587000(e) Short-term Loans and Advances 19 4497240800 11399114400(f) Other Current assets 20 80877200 52811400

Total 83293719800 96384247300

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

(IN RUPEES)

Chairman and Managing Director

Balance Sheet

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies 1

50

Particulars Note No Year Ended Year EndedMarch 312016 March 312015

I Revenue from operations 21 310372896800 323733670200II Other income 22 136994600 525412000III Total Revenue(I+II) 310509891400 324259082200IV Expenses

a Cost of Material Consumed 23 1357073500 1293751900b Purchase of Stock-in-Trade 24 281848216100 294479334400c Changes in Inventories of Finished Goods 25 (719345800) (186205700)d Employee Benefits Expenses 26 12664754100 12944732800e Finance Costs 27 5604834800 4157234900f Depreciation and Amortization expense 12 1358225700 1559476600g Other Expenses 28 7395406500 8383136200

Total Expenses 309509164900 322631461100V Profit before tax (III-IV) 1000726500 1627621100

VI Tax expense(a)Current tax 275985000 473844400(b)Deferred tax 120557700 -

VII Profit for the Year(V-VI) 604183800 1153776700VIII Prior period tax expenses 41100300 75346500IX Earnings per Equity Share(in Rupees) 563083500 1078430200

Basic 219 392Diluted 219 392

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

Profit amp Loss Account

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies

51

Particulars As at March 312016 As at March 312015A Cash Flow from Operating Activities

Net Profit before Tax 1627621100Adjustment forDepreciation 1559476600Interest expenses 4157234900Loss Profit on Sale of Fixed Assets -

Operating ProfitLoss before Working Capital Changes 7344332600Adjustment for(Increase)Decrease in Trade amp Other receivables 940107800(Increase)Decrease in Inventory (186205700)Increase(Decrease) in Trade Payables amp other provisions (4054306400)(Increase)Decrease in Other Loans amp Advances (4635970800)Cash generated from operations (592042500)Taxes Paid (549190900)Previous Year Taxes (Net) -Net Cash from Operating Activities (A) (1141233400)

B Cash Flow from Investing Activities(Purchase) of FixedCapital Expenditure (2227931100)Sale of Fixed Assets 883140700Sale(Purchase) of Investment (315826300)

Net Cash used in Investing Activities (B) (1660616700)C Cash Flow from Finance Activities

Proceeds from Long Term Borrowing (Net) (4869873700)Secured Loan 18024550800Unsecured Loan - 991878400Interest paid (4157234900)Net Cash from Financing Activities (C ) 9989320600

Net increase in Cash and Equivalents (A+B+C) 7187470500Opening Balance of Cash and Cash Equivalents 4369116500

Closing Balance of Cash and Cash Equivalents

1000726500

13582257005604834800

69725800

8033512800

(449554700)(719345800)

(5595236000)68738078008143184100(275985000)

(41100300)7826098800

(1622365700)88177300

(367225800)

(1901414200)

1959036900(10137969600)

(5604834800)(13783767500)

(7859082900)11556587000

3697504100 11556587000

Notes1 Figures in brackets indicate cash outflow2 The above Cash Flow Statement has been prepared under the indirect method set out in AS 3-Cash

Flow Statement as prescribed by Companies (Accouning Stanadards)Rules2006

This is the Cash Flow Statement referred to our report of even date

Cash Flow Statement

HIRA AUTOMOBILES LIMITED

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

For the Year Ended 31 March 2016st

52

Notes to Accounts2 SHARE CAPITAL

As at March 31 2016 As at March 312015(1)AUTHORISED6000000 Equity shares of Rs10-each 6000000000 6000000000

FULLY PAID UP

ISSUEDSUBSCRIBED -2753440 Equity shares of Rs10 each

6000000000 6000000000

2753440000 2753440000

2753440000 2753440000

Shares at the beginning of the accounting Period2753440 Equity shares of Rs10- each 2753440000 2753440000Additions during the year - -Shares outstanding at the end of year 2753440000 2753440000Total 2753440000 2753440000

(a) Rights Preferences and Restrictions Attached to sharesEquity Shares The Company has only one class of equity shares having a par value of Rs 10 per shareEach Shareholder is entitled to one vote per share In the event of liquidation of the company the holder ofequity shares will be entitled to receive any of the remaining of the Company after distribution of allpreferential amounts However no such preferential amount exist currently The distribution will be inproportion to the number of equity shares held by the equity shareholders(b) Detail of Shares held by Shareholders holding more than 5 of the Aggregate Shares in theCompany

Name of Shareholders No of Shares Shareholding as at March31 2016

Rajinder Kaur Bhattal 826000 3000Kuldeep Singh Bhattal 272100 988Rahul Sidhu 270000 981Simran Bajwa 265000 962Manjeet Kaur Sangha 862900 3134

3 RESERVES AND SURPLUSAs at March 312016 As at March 312015

General reserveAt the beginning of the accounting period 723675000

-

-

-

-

723675000Additions during the yearAt the end of the accounting period 723675000 723675000Surplus in Statement of Profit and LossAt the beginning of the accounting period 4953295200 3874865000Additions during the year 563083500 1078430200(balance in statement of profit amp loss ac)prior period expenses written offtransfer tofrom reservesAt the end of the accounting period 5516378700 4953295200

Total 6240053700 56769702004 LONG TERM BORROWINGS

As at March 312016 As at March 312015SECUREDTerm loan(Secured against hypof car and guaranteed bythe directors of the co)

(Secured against Focal Point Properties andguaranteed by directors)

-

5018479300

142138000

5774447600

UNSECUREDLoans from directors 5183688500 3090000000Loans from shareholders and public - -Total 10202167800 9006585600

Term loan

HIRA AUTOMOBILES LIMITED

53

5 DEFERRED TAX LIABILITIES (NET)As at March 312016 As at March 312015

Deferred tax liabilities 1662638300 1542080600Total 1662638300 1542080600

6 OTHER LONG TERM LIABILITIESAs at March 312016 As at March 312015

Sales promotion scheme- Customeradvances

5046479000 4415090000

Security from Employees 688513800 651945200Total 5734992800 5067035200

7 LONG TERM PROVISIONSAs at March 312016 As at March 312015

Gratuity provision 1339912400 1244415300Total 1339912400 1244415300

10 OTHER CURRENT LIABILITIESAs at March 312015

Current maturities of long term debts 880473400 1674618400Interest accrued and due on borrowings - -Value added tax and CST 2185026500 2517359600TDS payable 111535600 157798400Current year taxes payable(net of advance tax) - -

Other payables 494159100 329385900Total 3671194600 4679162300

11 SHORT TERM PROVISIONS

(a) Provisions for employee benefits 823155600 789863800

8 SHORT TERM BORROWINGSAs at March 312016 As at March 312015

Secured loans from banksPunjab National Bank -(secured against hypothecation of stockand book-debts)Gur Mandi Patiala 30680878500 29077205300Gagan Chowk Rajpura 1863121400 1705992300New Grain Market Muktsar and Malout 842363700 757042200Inventory funding 15977059900 27961153300(secured against hypothecation of stockand book-debts)Total 49363423500 59501393100

9 TRADE PAYABLESAs at March 312016 As at March 312015

Sundry Creditors 357269200 2822407500Advance from Parties-Interest free 1145471900 3300893700Total 1502741100 6123301200

HIRA AUTOMOBILES LIMITED

As at March 312016 As at March 312015

Total 823155600 789863800

As at March 312016

54 HIRA AUTOMOBILES LIMITED

14 NON CURRENT INVESTMENTAs at March 312016 As at March 312015

Investment in Shares 1120000 1120000Investment in Mutual Funds - -

Total 1120000 1120000

15 LONG TERM LOANS AND ADVANCESAs at March 312016 As at March 312015

Security Deposits 366283000 337485500(Unsecured considered good unlessOtherwise Stated)Intercorporate Deposits 2252255200 1913826900Total 2618538200 2251312400

16 INVENTORIESAs at March 312016 As at March 312015

(As taken valued amp certified by the management)

Stock in Trade (in respect of goodsacquired for trading )

38093012700 37213584000

Stores Spares amp Loose tools 3115489400 3275572300

Total 41208502100 40489156300

17 TRADE RECEIVABLESAs at March 312016 As at March 312015

(unsecured considered good unlessotherwise stated)(1)Debts outstanding for a period exceeding

six months from the date they are due 513584600 623548900(2)Other debts 13858473100 13298954100Total 14372057700 13922503000

55

18 CASH amp CASH EQUIVALENTS As at March 312016 As at March 312015

(a) Balance with BanksFixed deposits 1260950600 812770600(Earmarked balances with banksheld as margin moneyagainst borrowingsand other commitments)Current accounts 1243916600 6403274200Gold Coins 29547200 29547200(b) Cheques Draft on HandCheques in HandCash in hand

202088500961001200

30714258001239569200

Total 3697504100 11556587000

19 SHORT TERM LOANS amp ADVANCESAs at March 312016 As at March 312015

(Unsecured considered good unlessotherwise stated)advances recoverable in cash orin kind for the value to be received(1)Advance to parties 2541662700 9294257800(2) Receivable from revenue authorities 551783000 569108700(3)Current years taxes recoverable(net ofliability)

332615600 380504500

(4) Other advances 1071179500 1155243400Total 4497240800 11399114400

HIRA AUTOMOBILES LIMITED

56

20 OTHER CURRENT ASSETSAs at March 312016 As at March 312015

Prepaid Expenses 80877200 52811400

Total 52811400

21 REVENUE FROM OPERATIONSAs at March 312016 As at March 312015

Sale of products 290733945600 301324413800Sale of services 9681919400 10435033800

Other operating revenues 9957031800 11974222600310372896800 323733670200

Less Excise duty - -Total 310372896800 323733670200

22 OTHER INCOMEAs at March 312016 As at March 312015

Interest income 87335400 279807100Other Non-operating income 49659200 245604900Total 136994600 525412000

23 COST OF MATERIAL CONSUMEDAs at March 312016 As at March 312015

Purchases Raw-Materials and PackingMaterials

1357073500 1293751900

Add Opening balance of stock - -1357073500 1293751900

Less Closing balance of stock - -Total 1357073500 1293751900

80877200

24 PURCHASE OF STOCK IN TRADEAs at March 312016 As at March 312015

Purchases of Traded goods 281848216100 294479334400

Total 281848216100 294479334400

25 CHANGES IN INVENTORIESAs at March 312016 As at March 312015

Finished Goodsat the beginning of the accounting period - -at the end of the accounting period - -Stock-in-Tradeat the beginning of the accounting period 40489156300 40302950600at the end of the accounting period 41208502100 40489156300Total (719345800) (186205700)

26 EMPLOYEE BENEFIT EXPENSESAs at March 312016 As at March 312015

Salary and Wages 8156996000 9654096800HRA Expenses and other allowance 2733336200 1148756100Contribution to Provident fund 587123100 490338400Contribution to Employees state Insurance fund 157923000 161030000Workers and Staff Welfare 299823200 269213600Gratuity Expenses 95497100 64570600Bonus 420931500 903597900Employees Training and Uniform expenses 213124000 253129400Total 12664754100 12944732800

HIRA AUTOMOBILES LIMITED

57

27 FINANCE COSTSAs at March 312016 As at March 312015

Interest ExpenseInterest to Banks 4309580000 3483884100Interest on Unsecured loans 1196279800 577607600Interest to Customers (36290200) (95330900)Interest to MSIL (121679800) (50429300)Interest to Bank on Vehicle loan 29667800 43272600Bank Charges 227277200 198230800

Total 5604834800 4157234900

28 OTHER EXPENSESAs at March 312016 As at March 312015

Accessories Expenses 9551600 18313400Festival Expenses 30357200 8141000Donation 13123500 9144500Freight Inward 23896900 26399000Power amp Fuel 913761800 911434100Software Usage Charges 91413600 86473500Entertainment Exp 19129900 29106000Rent Rates amp Taxes 701191800 671145200General Expenses 162725500 138611000Godown Rent 57600000 48125000Insurance 161551400 173705300Legal expenses 43474400 60436900Misc Expenses 7073900 3598300News Paper amp Periodicals 9374100 7947200Outside Labour Expenses 284322400 102072700Payment to the Auditors 48313400 15000000Postage amp Courier Expenses 10683600 13298800Professional Charges 147965200 1006744000Printing amp Stationery 165125400 223093400Repair to Buildings and fixed assets 309177500 427256800MDS Expenses 21264900 35806500Telephone Expenses 326712100 525640000Workshop Expenses 325704400 579373600Vehicle Running Expenses 182200200 225090800Other expenses 18263600 405070100Advertisement ExpensesDiscounts

99310800745200400

118382500821623000

Customer welfare 146224200 161357500Demo Expenses amp PDI Expenses 372510300 437441500Sales Promotion 696744200 773152400Sale Commission amp Incentives 160190000 35180000Pool Cancellation and lifting charges 202092600 166694500Marketing Staff Tour expensesTrue Value Expenses

531070200358105500

581622300442725000

Total 7395406500 8383136200

HIRA AUTOMOBILES LIMITED

58 HIRA AUTOMOBILES LIMITED

Post-Employment BenefitsDefined Contribution PlansA defined contribution plan is a post-employment benefit plan under which the Company pays specifiedContributions to a separate entity The Company makes specified monthly contributions towards ProvidentFund Superannuation Fund and Pension Scheme The Companys contribution is recognized as an expense inthe Profit and Loss Statement during the period in which the employee renders the related service

The Company does not deal with Foreign Currency hence AS-11 ldquoEffect of changes in Foreign Exchangesissued bythe Institute of Chartered Accountantsof India isnot applicable

Cash Flow Statements has been prepared following the indirect method set out in the Accounting Standard-3 on ldquoCash Statements ldquoissued by the Institute of Chartered Accountants of India

(i) Income tax expenses for the period comprise of Current Tax amp Deffered Tax(ii) Current tax is measured at the amount expected to be paid to the tax authorities using the applicable tax

Rates of the Income TaxAct 1961(iii) Deferred Tax is calculated on the timing differences being the difference between accounting income and

taxable income which originates in one period and are capable of reversal in one or more subsequentaccounting periods in accordance with the provisions of Accounting Standard -22 on ldquoAccounting forTaxeson Incomerdquo issued by the Institute of Chartered Accountants of IndiaDeferred tax assets are recognized only to the extent that there is a reasonable certainty that sufficientfuture income will be available except that deferred tax assets in case there are unabsorbed depreciationor losses are recognized if there is virtual certainty that sufficient future taxable income will be available torealize the same

Depreciation on Fixed Assets is provided on the basis of Straight Line Method (SLM) Depreciation isprovided based on useful life of the assets as prescribed in Schedule II to the Companies Act 2013

Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and itis probable that an outflow of resources will be required to settle the obligation and a reliable estimate canbe made Provisions are not discounted to their present value and are determined based on the bestestimate required to settle the obligation at the reporting date These estimates are reviewed at eachreporting date and adjusted to reflect the current best estimatesContingent liabilities are disclosed unless the possibility of outflow of resources is remoteContingent assets are neither recognized nor disclosed in the financial statements

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value Animpairment loss is charged to the Profit and Loss Statement in the year in which an asset is identified asimpaired The impairment loss recognized in prior accounting period is reversed if there has been a changein the estimate of recoverable amount

G) ForeignCurrencyTransaction

H) CashFlowStatements

J) Depreciation

K) ProvisionsandContingent liabilities

L) Impairment ofAssets

I) TaxesonIncome

59 HIRA AUTOMOBILES LIMITED

M) EarningsPer Share

N) Segment Reporting

has been made in accordance with the requirement of Accounting Standard (AS) -20 on Earnings PerShare issued by the Institute of Chartered Accountants of India Diluted Earning per share is the same asBasic Earning per share because there is no potential equity shares which would have dilutive effect onearning per shares to equity shareholders

The Company is Authorized Dealer of Maruti Suzuki India Limited (MSIL) and hence is engaged in thebusiness of sale amp service of MSIL vehicles As the basic nature of sale of variants of vehicles is governedby the same set of risk amp returns these have been grouped as single segment as per AccountingStandard(AS-17) on segment reporting issued by the Institute of Chartered Accountants of India

2 Detail in respect of Opening Stock Sales and Closing Stock as follows

3 (a) During the year the company has recognized the following amounts as Defined Contribution Pan in theProfit and Loss Account

i) Employers Contribution to Provident Fund - Rs 5871 Lacsii) Employers Contribution to Employee State Insurance - Rs 1579 Lacs

The calculation of Earnings Per Share (EPS) as disclosed in the Balance Sheet Abstract

(b) During the year the Company has made provision for Gratuity in books asdesigned benefit plan

4 Subsequent to Accounting Standards -22 Accounting for Taxes on Income Issued by the Institute ofCharteredAccountants of India Deferred Tax Expenses of Rs 120557700 for the periods is recognized inthe profit and LossAmount

Calculation of Deferred TaxLiability is as followsWritten down value of Fixed Assets as on 31032016 (As per Company Act) 168178793Written down value of Fixed Assets as on 31032016 (As per Income Tax Act) 114371729bull Timing Difference 53807064bull Tax 3090 16626383bull Deferred Tax Liability as on 31032016 16626383bull Deferred Tax Liability as on 31042015 15420806bull Deferred Tax Liability to be provided for 1205577

5 Legal amp Professional Fees includes Payments to Auditors comprising as follows-i) Statutory Audit fee Rs 10000000ii) Tax audit and Vat audit Fee Rs 5000000

6 Related Party Disclosure in accordance with Accounting Standard-18

Pacific Finlease Pvt LtdRahul Sidhu Enterprises Pvt LtdRSG Studios Pvt Ltd

(a) Enterprises owned or Significantly Influenced by Directors and their Relatives

60 HIRA AUTOMOBILES LIMITED

Particulars Opening Stock Sales Closing StockQty

825VehiclesSpares ampAccessory

Amount(Rs In Lacs)

37213632756

Qty

5627

Amount(Rs In Lacs)2647068260272

Qty

1131

Amount(Rs In Lacs)

38093031155

b)

Pacific Finlease Pvt Ltd

Rahul Sidhu Enterprises Pvt Ltd

RSGStudios Pvt Ltd

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 1915Interest Recovered during the financial year 207

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 14379Interest Recovered during the financial year 035

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 6229Interest Recovered during the financial year 618

7 Calculation of Earning Per Share is as follows Profit after Tax as per Profit amp Loss Account as on 3132016 5630835

For Basic Earning Per share 2753440For Diluted Earning Per Share 2753440

Basic 219Diluted 219

8 Balance confirmation letters have been obtained from some of the parties on test check basis9 Figures of Previous year have been re-grouped and re classified wherever necessary in order to

conform to the current years presentation

As per our report of even date

No of Equity Share (Face value Rs 10- each)

Detail of transaction for the financial year 2015-16

Earning Per Share

61 HIRA AUTOMOBILES LIMITED

Page 16: HIRAAUTOMOBILESLIMITED - bseindia.com · S. Isher Singh Director Mrs. Neha Sidhu Whole time Director Mrs ... Name Rahulinder Singh Sidhu Age 34 Brief Resume Working as Director in

17

FORM NO MGT-9

i CIN L50101CH1989PLC009500

ii Registration Date 06071989

iii Name of the Company Hira Automobiles Limited

iv CategorySub-Category of the Company Indian Non Government Company

v Address of the Registered office and contact details 0598 Sector 18-B Chandigarh 160018Tele - 0175-2209100101102

vi Whether listed company Yes

vii Name Address and Contact details of Registrarand Transfer Agent If any

Ms Beetal Financial amp Computer ServicesPrivate LimitedBeetal House 3rd Floor99 Madangir BehindLocal Shopping Center Near Data HarsukhdasMandir New Delhi-110062 Ph 011-2996128182FAX011-29961284

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 or more of the total turnover of the company shall be stated-

1 Selling of Cars spare parts accessories etc 100NA

III PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

1 NIL NIL NIL NIL NIL

[Pursuant to section 92(3) of theCompanies Act 2013 and rule12(1) of the Companies (Mangementand Administration) Rules 2014]

I REGISTRATION AND OTHERS DETAILS

HIRA AUTOMOBILES LIMITED

18

Demat Physical Total of TotalShares

Demat Physical Total ofTotal

Shares

1) IndianIndividualHUF

2635700 2635700 9572 2635700 2635700 9572

CentralGovtState

Govt(s)Bodies CorpBanks FIAny Other

2635700 2635700 9572 2635700 2635700 9572

NRIs-IndividualsOther-

IndividualsBodies CorpBanks FIAnyOtherhellip

PublicShareholding

MutualFundsBanks FI

i Category-Wise Share Holding

Sub-Total)A)(2)

Central Govt

iv Shareholding Pattern (Equity Share Capital Breakup as percentage of Total Equity)

a) State Govt(s)b)Venture Capital

Funds

c) InsuranceCompanies

HIRA AUTOMOBILES LIMITED

19

d)FIIse)Foreign Venture

Capital Fundsf) Others (specify)

Sub-total(B)(1)

2 Non Institutionsa) Bodies Corp

(i) Indian

(ii) Overseas

500 500 002 500 500 002

(ii) Individual

(i) Individualshareholders

holding nominalshare capital uptoRs 2 lakh

116740 116740 424 116740 116740 424

shareholdersholding nominalshare capital inexcess of Rs 1lakh

c) Others(Specify)-NRI

500 500 002 500 002

Sub-total(B)(2) 117740 117740 428 117740 428TotalPublicShareholding(B)=(B)(1)+(B)(2)

117740 117740 428 117740 428

CShares heldby

CustodianforGDRsampADRsGrandTotal

(A+B+C) 2753440 2753440 100

500

117740

117740

2753440 2753440 100

b) Individuals

HIRA AUTOMOBILES LIMITED

20

Sr

No

Shareholderrsquos

Name

Shareholding at the beginning of the

year

Shareholding at the end of the year

No ofShares

of totalShares ofthecompany

of SharesPledged encumberedto totalshares

No ofShares

1 Rajinder KaurBhattal

826000 3000 000 826000

2 Kuldeep SinghBhattal

272100 988 000 272100

3 RahulinderSingh Sidhu

270000 981 000 270000

4 Simran Bajwa 265000 962 000 2650005 D S Sangha 51600 187 000 516006 Preet Sangha 25400 092 000 254007 Vikram Bajwa 24700 090 000 247008 Manjeet Kaur

Sangha862900 3134 000 862900

9 AmandeepSingh Sangha

21600 078 000 21600

10 Karamjit Singh 15400 056 000 1540011 Neha Sidhu 1000 004 000 1000

of totalShares ofthecompany

of SharesPledged encumberedto totalshares

change inshareholdingduring theyear

3000 000 000

988 000 000

981 000 000

962 000 000187 000 000092 000 000090 000 0003134 000 000

078 000 000

056 000 000004 000 000

No of shares No of shares of total sharesof the company

At the beginning of the year NIL NIL NIL NIL

At the End of the year

ii Shareholding of Promoters

iii Change in Promoters Shareholding (please specify if there is no change)

of total sharesof the company

NIL NIL NIL NIL

NIL NIL NIL NIL

Date wise Increase Decreasein Promoters Share holdingduring the year specifying thereasons for increasedecrease (eg allotmenttransfer bonus sweat equityetc)

HIRA AUTOMOBILES LIMITED

21

Indebtedness at thebeginning of the financialyeari) Principal Amountii) Interest due but not paidiii) Interest accrued but not

142138000 8157035200 8299173200

Total(i+ii+iii) 142138000 8157035200 8299173200Change in Indebtednessduring the financial year- Addition- Reduction (142138000)

2761646100(142138000)

Net Change (142138000) 2761646100 2619508100

Indebtedness at theend of the financial yeari) Principal Amountii) Interest due but not paidiii) Interest accrued but notdue

- 10918681300 10918681300

Total (i+ii+iii) - 10918681300 10918681300

iii INDEBTEDNESSIndebtedness of the Company including interest outstandingaccrued but not due for payment

2761646100

HIRA AUTOMOBILES LIMITED

22

Stock Option 000 000 000

Sweat Equity 000 000 000

Commission- as of profit- others specify

000 000 000

Others please specify 000 000 000

Total(A) 84000000 96000000 180000000

Ceiling as per the Act

REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A Remuneration to Managing Director Whole-Time Directors andor Manager

NEHA SIDHU RAHULINDERSINGH SIDHU

(b)Value of perquisites us17(2) Income-tax Act1961

( )17 3 Income- taxAct1961 000 000

Gross salary(a)Salary as per provisions contained

1961

84000000 96000000 180000000

(c)Profits inlieu of salary under section

000

000

000 000

in section17(1) of the Income-tax Act

HIRA AUTOMOBILES LIMITED

23

Independent DirectorsmiddotFee for attending board committee meetings

middotCommission

middotOthers please specify

NIL NIL NIL NIL NIL

Total(1) NIL NIL NIL NIL NILOther Non-Executive Directors

middotFee for attending board committee meetingsmiddotCommissionmiddotOthers please specify

NIL NIL NIL NIL NIL

Total(2) NIL NIL NIL NIL NIL

Total(B)=(1+2) NIL NIL NIL NIL NIL

Total Managerial Remuneration NIL NIL NIL NIL NIL

Over all Ceiling as per the Act NIL NIL NIL NIL NIL

CEO Company CFO TotalSecretary

Gross salary(a)Salary as per provisionscontained in section17(1)of

the Income tax Act 1961

000 000 285487 285487

000 000 000 000

Sweat Equity 000 000 000 000

- (b)Value of perquisites us

17(2)Income-taxAct1961

000

000

000

000

000

000

000

000

Commission- as of profit-others specifyhellip

000 000 000 000

Others please specify 000 000 000 000

Total 000 000 285487 285487

C Remuneration to Key Managerial Personal Other Than MDManagerWTD

(C)Profits inlieu of salary undersection 17(3) Income-taxAct 1961

Sweat EquityStock Option

IV PENALTIESPUNISHMENTCOMPOUNDINGOFOFFENCES--------------------------------------------NIL---------------------------------------

HIRA AUTOMOBILES LIMITED

B Remuneration to other directors

24

Parti culars Details

A Name(s) of the related party and nature of relationship Rahul Sidhu Enterprises Pvt Ltd

B Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not SpecifiedD Salient terms of the contracts or arrangements or transactions

including the value if anyAt bank rate of Interest

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the Board 30042015G Amount paid as advances if any 226620-

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

2 Details of contracts or arrangements or transactions not at arms length basis

Par t i cul ars Details

A Name(s) of the related party and nature of relationship RSG Studios Pvt Ltd

B Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not Specified

D Salient terms of the contracts or arrangements or transactionsincluding the value if any

At bank rate of Interest

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the Board 30042015

G Amount paid as advances if any 971927-

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

HIRA AUTOMOBILES LIMITED

NA

NA

CONSERVATIONOFENERGY TECHNOLOGYABSORPTIONANDFOREIGNEXCHANGEOUTGO

(A) Conservationof energy

(B) Technologyabsorption

(C) ForeignexchangeearningsandOutgo

Steps taken impact on conservation of energy with special reference to the following(i) Steps taken by the company for utilizing alternate sources of energy including waste generated - NIL(ii) Capital investment on energy conservation equipment - NIL

1 Efforts in brief made towards technology absorption - NIL2 Benefits derived as a result of the above efforts eg product improvement cost reduction product

development import substitution etc - NIL3 In case of imported technology (imported during the last 3 years reckoned from the beginning of the

financial year) following information may be furnished(a) Details of technology imported - NIL(b) Year of import - NIL(c) Whether the technologybeen fully absorbed- NIL(d) If not fully absorbed areaswhere absorption hasnot taken place and the reasons therefore- NIL

4 Expenditure incurred on Research and Development

25

Earnings NIL

Outgo NIL

including the value if any

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the BoardG Amount paid as advances if any Nil

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

A Name(s) of the related party and nature of relationship Pacific Finlease Pvt LtdB Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not Specified

D Salient terms of the contracts or arrangements or transactions At bank rate of Interest

NA

HIRA AUTOMOBILES LIMITED

26

RATIOOF REMUNERATION

(i) the ratio of the remuneration of each director to the median remun--eration of the employees of the company for the financial year

4701

(ii) the percentage increase in remuneration of each director Chief FinancialOfficer Chief Executive Officer Company Secretary or Manager if anyin the financial year

Nil

(iii) the percentage increase in the median remuneration of employees inthe financial year

Nil

(iv) the number of permanent employees on the rolls of company 866(v) the explanation on the relationship between average increase inremuneration and company performance

NA

(vi) comparison of the remuneration of the Key Managerial Personnelagainst the performance of the company

As per individual performance

Nil

(viii) average percentile increase already made in the salaries of employeesother than the managerial personnel in the last financial year and itscomparison with the percentile increase in the managerial remunerationand justification thereof and point out if there are any exceptionalcircumstances for increase in the managerial remuneration

Nil

(ix) comparison of the each remuneration of the Key Managerial Personnelagainst the performance of the company

As per individual performance

(x) the key parameters for any variable component of remuneraavailed by the directors

tion Nil

(xi) the ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess ofthe highest paid director during the year

Nil

(xii) Affirmation that the remuneration is as per the remuneration policyof the company

Yes

Vii) Variations in the capitalisation of the company price earningsratio as at the closing date of the current financial year and previousfinancial year and percentage increase over in the marketquotations of the shares of the company in comparison to the rate atwhich the company came out with last public offer incase of listecompanies and in case of unlisted companies the variations in the networth of the company as at the close of the current financial year andprevious financial year

HIRA AUTOMOBILES LIMITED

27 HIRA AUTOMOBILES LIMITED

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee StockPurchase Scheme) Guidelines 1999

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)

Regulations 1993 regarding the Companies Act and dealing with client(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009 and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998

(vi) Factories Act 1948 The Punjab Shops and Commercial Establishments Act 1958 The Payment of WagesAct 1936 The Minimum Wages Act 1948 Employees State Insurance Act 1948 The EmployeesProvident Fund amp Miscellaneous Provisions Act 1952 Payment of Bonus Act 1965 The Payment ofGratuity Act 1972 The Industrial Employment (Standing Orders) Act 1946 The Employment Exchange(Compulsory Notification of Vacancies) Act 1956 The Environment (Protection) Act 1986 The HazardousWastes (Management Handling amp Trans boundary Movement) Rules 2008 The Water (Prevention ampControl of Pollution) Act 1974 The Air (Prevention amp Control of Pollution) Act 1981 and The Punjab LabourWelfare Fund Act 1965

I have also examined compliance with the applicable clauses of the following

(i) Secretarial Standards issued by The Institute of Company Secretaries of India(ii) The Listing Agreement entered into by the Companywith BSE Limited

During the period under review the Company has complied with the provisions of the Act RulesRegulations Guidelines Standards etc mentioned above except to the extent as mentioned below

1 That Company has not complied with Regulation 38 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 relating to maintaining of minimum publicshareholding by a listed Company

2 That Company Secretary of the Company has resigned and new Company Secretary is to be appointed asrequired under Section 203 of The Companies Act 2013

3 That Company has not deducted and deposited labour welfare fund as required under The Punjab LabourWelfare Fund Act 1965

4 That Statutory bonus as required under Payment of Bonus Act 1965 has not been paid by the Companyduring the year

5 That there are related party transactions which are not in ordinary course of business and which are not atarms length basis

6 That there is carry forward of loans given to parties which are covered under section 185 of the CompaniesAct 2013

7 That the Company has 14 locations and some locations need to get registration under The Punjab Shopsand Commercial Establishments Act 1958 and some locations require factory license under Factories Act1948 whereas some locations require consent authorization for operation of a facility under pollution lawsand The Hazardous Wastes (Management Handling amp Trans boundary Movement) Rules 2008

8 That the periodical returns required to be filed under The Employment Exchange (Compulsory Notificationof Vacancies) Act 1956 has not been filed and are pending

I further report thatThe Board of Directors of the Company is duly constituted with proper balance of Executive Directors NonExecutive Directors and Independent Directors The changes in the composition of the Board of Directors thattook place during the period under review were carried out in compliance with the provisions of the Act

-

28 HIRA AUTOMOBILES LIMITED

Adequate notice is given to all directors to schedule the Board Meetings agenda and detailed notes on agendawere sent at least seven days in advance and a system exists for seeking and obtaining further information andclarifications on the agenda items before the meeting and for meaningful participation at the meeting

Majority decision is carried through while the dissenting members views are captured and recorded as part ofthe minutes

I further report that there are adequate systems and processes in the company commensurate with the size andoperations of the company to monitor and ensure compliance with applicable laws rules regulations andguidelines

This report is to be read with our letter of even date which is annexed as and forms an integralpart of this report

29 HIRA AUTOMOBILES LIMITED

30 HIRA AUTOMOBILES LIMITED

HIRA AUTOMOBILES LIMITEDCODEOF CONDUCT

PERSONTOWHOMTHECODEISAPPLICABLE

( ) GENERALSTANDARDOFCONDUCT

( ) APPLICABLELAWS

( ) CONFLICTOFINTEREST

( ) PROTECTINGCONFIDENTIALINFORMATION

This code is applicable to the following persons (hereinafter referred to as Officers of the company)-All the Board Members-The entire Core group Members of the Companyand heads of the department

1 Officers are expected to exercise good judgment to ensure the safety and welfare of employees consumerscustomers suppliers shareholders lenders and other stakeholders and to maintain a co-operativeefficient positive harmonious and productive work environment practice integrity in inter-personalrelationships work on the principal of mutual trust transparencyand teamwork

2 Officers are expected to acquire and maintain professional competence3 Officers are expected to observe discipline and conduct themselves both on and off-duty in a manner to

uphold the high image of the company4 Officers are expected to assist the company in identifying controlling mitigating and managing business

risks within the companys risk management policy framework5 Officers are expected to assist the company in providing to its employees a work environment free of

harassment and free of discrimination based on race religion creed color physical or mental disability agesex etc

6 Officers should not engage in selling or distribution or be in possession of or use narcoticspsychotropicdrugs or be under influence of alcohol while on duty

7 As Officers represent the Company before the public and various authorities they are expected to dressneatly and appropriately in a manner consistent with the nature of their work and the image of the company

8 Officers should not claim from the company unauthorized personal expenses9 Customersupplierinvestor Relationships- Officers who need to deal with customers suppliers and investors

should understand that they are dealing and therefore should uphold the image and goodwill generated andbuilt-up by the Companyover the year

Officers must acquire adequate Knowledge of all the applicable laws rules regulations order and notificationsunder regulatory framework as applicable to their functions and duties and should follow and comply with thesame and avoid violation breach or infringement thereof

Officers of the Company will avoid conflict of interest Conflict of interest is said to exit when personal interest mayhave a potential conflict with the interest of the company at large Where any transaction involves conflict ofinterest prior approval of the Managing Directors Executive Director and in case of a Director of the Boardshould be obtained

The Companys confidential information is a vita and asset It may relate to product product formula processproduct plans and road maps cost and financial information information as to customers suppliers dealers andemployees business arrangements and agreements as well as to patents trademarks copyrights and tradesecrets For the purpose of this Code confidential information would also include the information obtained by theCompany from a third party under a Non Disclosure Agreement Such confidential information should beprotected and safeguarded against unauthorized personal use and should not be disclosed to any one expect (i)with prior authorization (ii) in the ordinary course of carrying on the business of the Company In the course ofconducting the Companys Business Officers may come in possession of confidential information about itsemployees customers suppliers etc Officers should handle the same with utmost responsibility and prevent itsmisuse

I

II

III

IV

31 HIRA AUTOMOBILES LIMITED

( ) PREVENTIONOFINSIDERTRADING

( ) COMPANYSASSETS

( ) NONCOMPLIANCE

( ) ANYAMENDMENTSORMODIFICATIONTOTHECODEOFCONDUCT

( )ACKNOWLEDGEMENTOFRECEIPTOFCODEOFCONDUCTANDETHICS

1 COMPANY PHILOSOPHY ONCODEOF GOVERNANCE

2 BOARDOF DIRECTORS

V

VI

VII

VIII

IX

Officers are privy to price sensitive inside information and should not use it to make personal gains TheCompany has framed Code of Conduct for prevention of insider trading in the Securities of the CompanyOfficers should follow the same in letter and spirit

Protecting and safeguarding the Companys assets and properties and preventing their unauthorized usepersonal use is one of the key and prime responsibility of Officers Officers are personally responsible of theCompanys funds under their control Officers should use electronic communication facilities like e-mail Internetetc in a legal ethical and appropriate manner and not expose the Company to liability resulting from the illegalunauthorized or unethical use thereof

In case of non-compliance of any of the provisions of this Code of conduct the same shall be reported to theChairman of the Board of Directors of the Company

This Code of Conduct is subject to modification The Board of Directors has the requisite power and the authorityto update and amend the Code of Conduct from time to time

I have received and read the Companys Code of Conduct and Ethics and have understood the standards andpolicies contained therein I agree to comply with the Companys Code of Conduct and Ethics I hereby affirm tothe Company compliance with the Code Conduct and Ethics on an annual basis and also undertake to renewsuch affirmation in the first weekof April every year

Pursuant to Regulation 34 read with Schedule V to the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 a Report on Corporate Governance is givenbelow

The report on Corporate Governance is requirement under Listing Agreement entered into with stockExchange and forms part of the report of the Board of Directors to the shareholders of the Company Thisreport gives an insight into the organizational structure of the Company The vision of the company is to be afinancially sound profitable growth oriented company committed to building and maximizing sustainablevalue for all the shareholders In its endeavor to attain the goal visualized the company is laying maximumemphasis on the effective system of Corporate Governance

(a) CompositionThe present strength of Board of Directors of the Company is five comprising of two Promoter Directors and threeIndependent Directors having diversified professional experience Out of total strength of five Directors two areexecutive and three are Non-Executive The composition of Board of Directors as on 31 March 2016 is asunder

REPORT OF THEBOARDOFDIRECTORS ONCORPORATEGOVERNANCE

st

32 HIRA AUTOMOBILES LIMITED

SN Name DIN Designation Nature of Directorship

1 Rahul Inder SinghSidhu

00447452Chairman and ManagingDirector

Promoter Executive

2 Neha Sidhu 00460875 Whole-time director Promoter Executive

3 Isher Singh 02990779 Director Independent Non Executive4 Rajbir Kaur 06397998 Director Independent Non Executive

5 Rupinder Kaur 06403845 Director Independent Non Executive

6 Ramesh Kumar 00126036 Director Independent Non Executive

Sh Ramesh Kumar has resigned on 31122015 from the office of Director(b) Attendance of each Director at the Board Meetings held during the year 2015-16 and last Annual General

Meeting and number of other Boards or Board Committees in which heshe is a member is as under-

The detail of number of shares and convertible instruments held by non ndash executive directors is given asbelow

Shri Rahulinder Singh Sidhu Managing Director of the Company and Smt Neha Sidhu Whole Time Director on theBoard of Directors are related to each other as husband and wife

(c) During the year fifteen meetings of the Board ofDirectors were held on the following dates-

The familiarization programme imparted to independent directors is disclosed on weblinkof the Company

wwwhiraautomobilescom

33

30042015 30052015 31052015 21072015 31072015 15092015

30092015 31102015 02112015 30112015 02012016 0202201615022016 22022016 10032016

SN Name of non ndash executive Director No of Equity Shares Held No of convertibleinstruments Held

1 Rajbir Kaur Nil NA

2 Rupinder Kaur Nil NA3 Isher Singh Nil NA

Total Nil NA

SN

Name of Director No of BoardMeeting attended

No of otherDirectorship

Membershipin other

Committees

Attendance atlast AGM

1 Rahulinder Singh Sidhu 15 4 - Yes

2 Neha Sidhu 12 4 - Yes

3 Isher Singh 12 - 3 -

4 Rajbir Kaur 6 - 3 -

5 Rupinder Kaur 6 - 3 -

6 Ramesh Kumar 1 4 - -

HIRA AUTOMOBILES LIMITED

34

3 AUDITCOMMITTEE

4NOMINATIONANDREMUNERATIONCOMMITTEE

Remunerationpolicy

The terms of reference of the audit committee include all the matters as provided under Section 177 (4) of TheCompanies Act 2013 and the rules made there under and SEBI (LODR) Regulations 2015

As on 31 March 2016 In compliance with the provisions of Section 177(2) of the Companies Act 2013 AuditCommittee comprises of three Non-Executive Independent Directors five meetings of Audit Committee wereheld during the year under consideration on following dates

The details of members of the audit committee and their attendance is as under-

The terms of reference of Nomination and Remuneration Committee covers all the matters provided under theCompanies Act 2013 and the rules made there under and SEBI (LODR) Regulations 2015

As on 31 March 2016 in compliance with the provisions of Section 178(1) of the Companies Act 2013Nomination and Remuneration Committee comprises of three Non-Executive Independent Directors Twomeetings of Nomination and Remuneration Committee were held during the year under consideration on 30May 2015 and 10 March 2016The details of members of the audit committee and their attendance is as under-

Remuneration policy ensures that the level and composition of remuneration is reasonable and sufficient toattract retain and motivate directors of the quality required to run the company successfully and that relationshipof remuneration to performance is clear and meets appropriate performance benchmarks and that remunerationto directors key managerial personnel and senior management involves a balance between fixed and incentivepay reflecting short and long-term performance objectives appropriate to the working of the company and itsgoals

CompositionandMeetings

CompositionandMeetings

st

st

th

th

30052015 31072015 31102015 15022016 28032016

Name of Directors Position held in theCommittee

Category MEETINGSHeld Attended

Isher Singh Chairman Independent NonExecutive

Five Five

Rupinder Kaur Member Independent NonExecutive

Three Three

Rajbir Kaur Member Independent NonExecutive

Three Three

Name of Directors Position held in theCommittee

Category MEETINGS

Held Attended

Isher Singh Chairman Independent NonExecutive

Two Two

Rupinder Kaur Member Independent Non

Executive

Two Two

Rajbir Kaur Member Independent NonExecutive

Two Two

HIRA AUTOMOBILES LIMITED

35

5 REMUNERATIONOFDIRECTORS

6 STAKEHOLDERS GRIEVANCECOMMITTEE

7 GENERALBODYMEETINGS

There is no pecuniary relationship or transaction of the company with its independent directors other thanpayment of sitting fee to them for attending Board and Committee meetings Following Executive Directors werepaid as per detail given below

and no commission on profits is paid to any of the Directors No stock option has been given to any of theDirectors including Executive Directors

As on 31 March 2016 in compliance with the requirement of Section 178(5) of The Companies Act 2013Stakeholder Relationship Committee comprises of three Non-Executive Independent Directors to consider andresolve the grievances of security holders of the companyper detail given below

Sh Rahul Inder Singh Sidhu Managing Director has been appointed as Compliance officer for the purpose ofcomplying with various provisions of the Guidelines Regulations issued by Securities and Exchange Board ofIndia Listing Agreement with Stock Exchanges

The Company has not received any complaint during the year from the shareholders and there is no pendingcomplaint with the Company

(i) Location and time where last three Annual General Meetings were held is given below-

(i) Compositionst

(ii) ComplianceOfficer

(iii) Complaints

SN

NAME OFDIRECTOR

DESIGNATION SALARY Rs BENEFITS BONUS STOCKOPTIONS

PENSION

1 RahulinderSingh Sidhu

ManagingDirector

960000- - - - -

2 Neha Sidhu Whole TimeDirector

840000- - - - -

Name Category Designation

Isher Singh Independent Non Executive Chairman

Rupinder Kaur Independent Non Executive Member

Rajbir Kaur Independent Non Executive Member

Financial Year Date Time Venue

2012-13 30092013 1100 A M 20 Sector 8A Chandigarh 1100022013-14 30092014 500 PM 20 Sector 8A Chandigarh 110002

2014-15 30092015 500 PM 20 Sector 8A Chandigarh 110002

HIRA AUTOMOBILES LIMITED

36

(ii) Following Special Resolutions were passed in the previous 3 Annual General Meeting

(iii) No special resolution has been passed last year through postal ballot and no special resolution isproposed to be conducted through postal ballot

Quarterly results are normally published in the newspapers and also sent to BSE Limited Physical copy ofannual report which inter alia includes the Directors Report Corporate governance report Audited AccountsCash Flow Statements etc was sent to shareholders by post and also to BSE Limited The quarterly results andannual report isalso available on companys website at under investors section

Date 30092016 Time 0500 PM Day Friday and Venue Registered Office of the Company at 0598 Sector18B Chandigarh 160018

The companys Financial Year starts from 1 April every year and conclude on 31 March next year

The Register of Members and the Share Transfer Books of the Company shall remain closed from 29 day ofSeptember 2016 to 30 day of September 2016 (both days inclusive)

No dividend has been recommended by the Board this year and therefore information under this sub clause is nil

The shares of the Company are listed at BSE Limited only as other regional stock exchanges viz Delhi StockExchange Association Limited Ludhiana Stock Exchange Association Limited and Ahmedabad StockExchange Limited had been de-recoganised in the process of de-recoganition by Securities and ExchangeBoard of India The Company haspaid listing fee to BSE Limited

The Stock Code of the Company on BSE Limited is 531743

There was no trading of shares of the Company and no market price data is available Further Securities of theCompany were not suspended from trading by BSE Limited during last year

The Company has appointed Ms Beetal Financial amp Computer Services Private Ltd New Delhi as CommonAgency (RTA) for Share Transfer work in both modes physical as well as electronically Detail of RTA is as underMs Beetal Financial amp Computer Services Private LimitedBeetal House 3 Floor99 Madangir Behind Local Shopping Center Near Data Harsukhdas MandirNewDelhi- 110062 Ph 011-2996128182 Fax 011-29961284

The companys shares in dematerialized form transferable through depository system and Shares in physicalform are processed by Ms Beetal Financial amp Computer Services Private Limited The Board has authorised ShRahulinder Singh Sidhu Managing Director of the company to approve share transfers and matter relatedtherewith

8 MEANSOFCOMMUNICATION

9 GENERALSHAREHOLDERINFORMATIONAnnual General Meeting

Financial Year

BookClosure

Dividend

Listing

StockCode

StockMarket Data

Registrar andShareTransfer Agents

ShareTransfer System

wwwhiraautomobilescom

st st

th

th

rd

30092013 Nil

30092014 1 Approval for Borrowing Money in excess of the aggregate of the paid up share capital andfree reserves of the Company 2 Amendments in Articles of Association

30092015 Nil

HIRA AUTOMOBILES LIMITED

37

ReconciliationofShareCapital Audit

Distribution of shareholding

Dematerializationof sharesandliquidity

GDRsADRs

Mr Ravinder Kumar Practising Company Secretary carries out the Reconciliation of Share Capital Audit asmandated by SEBI and reports on the reconciliation of total issued and listed Capital with that of total sharecapital admitted held in dematerialized form with NSDL and CDSL and those held in physical form This audit iscarried out on quarterly basis and the report thereof is submitted to the Stock Exchanges

Detail of distribution of share holding of equity share of the Company by size and ownership class as on31032016 is given as under

The Shares of the company have not been traded on stock exchange during the period under review TheCompany has not been allotted ISIN and number of shares held in dematerialized formis nil

The Company has not issued any GDRsADRsWarrants or any Convertible instruments

UP TO 5000 129 6293 38840 38840000 14106

5001 TO 10000 49 2390 44500 44500000 16162

10001 TO 20000 7 341 10000 10000000 0363220001 TO 30000 4 195 9000 9000000 03269

30001 TO 40000 2 098 6800 6800000 02470

40001 TO 50000 1 049 4400 4400000 01598

50001 TO 100000 1 049 5200 5200000 01889

100001 AND ABOVE 10 585 2634700 2634700000 956876

Indian Promoter-IndividualHUF 11 2635700 9572

Non Resident Individual 1 500 002

Bodies Corporate 1 500 002

Resident Individuals-HUF 190 116740 424

HIRA AUTOMOBILES LIMITED

38

Plant ShowroomLocationsShowroom Locations

Address for correspondence

Related Party Transactions

Compliance

Vigil Mechanism

WhistleBlower Policy

Mandatory Requirements

1 Hira Automobiles Limited Rajbaha Road Patiala Ph No 0175-22091002 Hira Automobiles Limited Malout Road Muktsar Ph No 01633-2620203 Hira Automobiles Limited Village Bhadak Rajpura Ph No 01762-2448814 Hira Automobiles Limited Radha Swami Satsang Road Nabha PhNo 01765-5059595 Hira Automobiles Limited Muktsar Road Malout Ph No01637-2637246 Hira Automobiles Limited Patiala Pehowa Road DevigarhPh No0175-26311527 Hira Automobiles Limited Bathinda Malout Road Gidderbaha8 Hira Automobiles Limited Nabha Road Bhadson9 Hira Automobiles Limited Cheeka road Samana

10 Hira Automobiles Limited Malout Road Killianwali

Following is the address for correspondenceRegistered Office ndash Hira Automobiles Limited 0598 Sector 18-B Chandigarh 160018

There are no materially significant related party transactions that may have potential conflict with the interests ofcompany at large There were transactions with related parties at market price at arms length basis which aredisclosed in Form AOC ndash 2 attached herewith The policy on dealing with related party transactions is availableon web link of the Company

The Company has complied with all the provisions of listing agreement and that no penalties and or strictureshas been imposed on the company by Stock Exchange or SEBI or any statutory authority on any matter relatedto capital markets during the last three years

Detail of Vigil Mechanismis provided in the same heading in Directors Report

Company has formulated the Whistle Blower Policy to safeguard the interest of its stakeholders Directors andemployees to freely communicate and address to the Company their genuine concerns in relation to any illegalor unethical practice being carried out in the Company and that no personnel has been denied access to the auditcommittee

The Company has complied with all the mandatory requirements as stipulated in SEBI (Listing and DisclosureRequirements) Regulations 2015

10 OTHERDISCLOSURES

wwwhiraautomobilescom

HIRA AUTOMOBILES LIMITED

39

MANAGEMENTDISCUSSIONANDANALYSIS REPORT

1 Industrystructureanddevelopment

2 Opportunitiesandthreats

3 Segmentwiseor product wiseperformance

4 Outlook

5 Risksandconcern

6 Internal control systemsandtheir adequacy

HIRA AUTOMOBILES LIMITED

40

7 Discussiononfinancial performancewithrespect tooperational performanceDue to overall recessionary economy and internal competition with the new dealer there has been minoradverse impact on the financial stability of the company with respect to operational performance as the workingcapital limits of the company has increased substantially where as there is no growth in sales In comparison tominor growth in operational performance Profitability of the company has been decreasing during the yearinspite of higher burden of interest expenditure salary and wages and other admistrative expenses

8 HumanRecourses

9 Management of theCompany

Human Resource is considered to be the most prized assetof the company by the management Hence the work-forceis being looked after well and ensured that they remain motivated The 360 degree appraisal system ensures theirsatisfaction and brings out their concerns and bikerings which are addressed by the management immediately Thisimproves the employee-management relationship and makes themwork for the better future of the company

As Company has a large network of branches spread over 14 locations in two district of Patiala and Muktsar eachlocation is being managed by a rich experienced deemed CEO who is also known deemed key managerial personnelAll the branches key Managerial Personnel are reporting directly to CMD sitting at Patiala corporate office of thecompany

HIRA AUTOMOBILES LIMITED

41

COMPLIANCECERTIFICATEBYCHIEFEXECUTIVEOFFICERANDCHIEFFINANCIALOFFICER

We Rahulinder Singh Sidhu Managing Director and Sandeep Rana Chief Financial Officer of the Companyhereby certify thatA We have reviewed financial statements and the cash flow for the year ended 31 March 2016 and that to thebest of our knowledge and belief(1) These statements do not contain any materially untrue statement or omit any material fact or containstatements that might be misleading(2) These statements together present a true and fair view of the company affairs and are in compliance withexisting accounting standards applicable laws and regulationsB There are to the best of our knowledge and belief no transactions entered into by the Company during theyear that are fraudulent illegal or volatile to the companyscode of conductC We accept responsibility for establishing and maintaining internal controls for financial Reporting and that wehave evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting andwe have disclosed to the auditors and the audit committee deficiencies in the design or operation of such internalcontrols if any of which they are aware and the steps they have taken or propose to take to rectify thesedeficienciesD We have indicated to the auditorsand the Audit committee(1) Significant changes in internal control over financial reporting during the year(2) Significant changes in accounting policies during the year and that the same have been disclosed in thenotes to the financial statements and(3) There were no instances of fraud of which they have become aware and the involvement therein of themanagement or an employee having a significant role in the companys internal control system over financialreporting

I Rahulinder Singh Sidhu Managing Director of the Company hereby declare that all Board Members andSenior Management Personnel have affirmed compliance with the code of conduct for the Directors and SeniorManagement Personnel as approved by the Board for the Financial Year ended 31 March 2016

For

st

st

HIRA AUTOMOBILES LIMITED

42

AUDITORS CERTIFICATEONCORPORATEGOVERNANCE

The Board of DirectorsHira Automobiles LimitedChandigarh

We have examined the compliance of conditions of Corporate Governance by Hira Automobiles Limited for thefinancial year ended March 31 2016 as stipulated in the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015

The compliance of conditions of Corporate Governance is the responsibility of the management Ourexamination was limited to procedures and implementation thereof adopted by the company for ensuring thecompliance of the conditions of the Corporate Governance It is neither an audit nor an expression of opinion onthe financial statements of the company

In our opinion and to the best of our information and according to the explanations given to us we certify that thecompany has complied with the conditions of Corporate Governance as stipulated in the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015

We further state that such compliance is neither an assurance as to the future viability of the company nor theefficiency of effectiveness with which the management has conducted the affairs of the company

HIRA AUTOMOBILES LIMITED

43 HIRA AUTOMOBILES LIMITED

4

5

OPINION

REPORTONOTHERLEGALANDREGULATORYREQUIREMENTS

44 HIRA AUTOMOBILES LIMITED

Annexureldquo Ardquoto the Independent Auditors Report on the Standalone Financial Statements of Hira Automobiles Limited(Referred to in paragraph 1 (f) under Report on Other Legal and Regulatory Requirements of our report of evendate)

REPORT ON THE INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING UNDER CLAUSE (i)OF SUBSECTION3 OF SECTION 143 OF THE COMPANIES ACT 2013 (ldquoTHE ACTrdquo)

We have audited the internal financial controls over financial reporting of hira automobiles LIMITED (ldquotheCompanyrdquo) as of March 31 2016 in conjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

The Companys management is responsible for establishing and maintaining internal financial controlsbased onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the ldquoGuidance Noterdquo) issued by the Institute of Chartered Accountants of India These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherence to Companyspolicies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financial information as requiredunder the Companies Act 2013

Our responsibility is to express an opinion on the Companys internal financial controls over financial reportingbased on our audit We conducted our audit in accordance with the Guidance Note and the Standards onAuditing prescribed under Section 143(10) of the Companies Act 2013 to the extent applicable to an audit ofinternal financial controls Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if such controls operatedeffectively in all material respects Our audit involves performing procedures to obtain audit evidence about theadequacy of the internal financial controls system over financial reporting and their operating effectiveness Ouraudit of internal financial controls over financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditors judgement including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internalfinancial controlssystem over financial reporting

MANAGEMENTSRESPONSIBILITYFORINTERNALFINANCIALCONTROLS

AUDITORS RESPONSIBILITY

45 HIRA AUTOMOBILES LIMITED

MEANINGOFINTERNALFINANCIALCONTROLSOVERFINANCIALREPORTING

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVERFINANCIAL REPORTING

OPINION

A companys internal financial control over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles A companys internal financial controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of thecompany (2) provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and that receipts andpayments of the company are being made only in accordance with authorisation of management and directors ofthe company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the companys assets that could have a material effect on the financialstatements

Because of the inherent limitations of internal financial controls over financial reporting including thepossibility of collusion or improper management override of controls material misstatements due to error orfraud may occur and not be detected Also projections of any evaluation of the internal financial controlsover financial reporting to future periods are subject to the risk that the internal financial control over financialreporting may become inadequate because of changes in conditions or that the degree of compliance withthe policies or procedures may deteriorate

in our opinion to the best of our information and according to the explanations given to us the Companyhas in all material respects an adequate internal financial controls system over financial reporting and suchinternal financial controls over financial reporting were operating effectively as at March 31 2016 based onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note

46 HIRA AUTOMOBILES LIMITED

Annexure B To Auditors ReportAnnexure referred to in paragraph 3 of our report of even date

1 (a) The Company has maintained proper records showing full particulars including quantitativedetailsand situation of fixed assets at Corporate Office and in the process of maintaining at outlets

(b) We have been informed that the fixed assets of the company have been physically verified by themanagement at reasonable intervals and no material discrepancies were noticed on such verification

2 (a) As informed to us physical verification of inventory of the company has been conducted by themanagement at reasonable intervals (b) In our opinion and according to the explanations givento us the procedures of Physical verification of inventory followed by the management arereasonable and adequate in relation to the size of the company and the nature of its business

(c) In our opinion and according to the explanations given to us the Company is maintainingproper records of inventory We have been informed that no material discrepancies have been noticedon physical verification as compared to records

3 (a) According to the information and explanation given to us the Company has advanced inter corporatedeposits to three companies covered in the register maintained under section 189 of the CompaniesAct2013 and there is no stipulation as to the time period for recovery of principal and interest amount ofunsecured loan given

(b) Further as there is no stipulation as to the time period for recovery of principal amount ofunsecured loan given we are unable to comment on the overdue amount in respect of thesaid loan

4 In our opinion and according to the information and explanations given to us the Company has compliedwith the provisions of Sections 185 and 186 of the CompaniesAct 2013 in respect of grant of loans makinginvestments and providing guarantees and securities

5 According to the information and explanation given to us the Company has not accepted deposits frompublic Advances from customers for sale of vehicles and against sale promotion schemes run by theCompany to promote its sale are received and paid in the ordinary course of business

6 The maintenance of cost records under section 148(1) of the CompaniesAct 2013 has not been prescribedby the Central government for the Companysince it is not manufacturing Company

7 (a) According to the information and explanations given to us the company is generally regular indepositing all statutory dues including provident fund investor education and protection fundemployees state insurance income tax sales tax wealth tax custom duty excise duty cess and anyother statutory due with appropriate authority during the year

(b) According to the information and explanations given to us there are no disputed amount payables inrespect of provident fund investor education and protection fund employees state insurance incometax sales tax wealth tax customduty excise duty cess by the Company

(c ) No amount was lying with the company which was required to be transferred to investor education andprotection fund in accordance with the relevant provisions of the CompaniesAct 1956 (1 of 1956) andrulesmade there under

8 As informed to us the companyhas not defaulted in repayment of dues to financial institutions or banks

9 As informed to us the company has not given any guarantee for loans taken by others from bank orfinancial institutions

47 HIRA AUTOMOBILES LIMITED

10 As informed to us the proceeds of the term loans taken by the company are applied for the purpose forwhich the loans were obtained

11 Based on the audit procedures performed for the purpose of reporting the true and fair view of the financialstatements and as per the information and explanation given by the management we report that no fraudby the company has been noticed or reported during the course of our audit

48 HIRA AUTOMOBILES LIMITED

49

Particulars Note No As at As atMarch 312016 March 312015

I EQUITY AND LIABILITIES(1) Shareholders funds

(a) Share capital 2 2753440000 2753440000(b) Reserves and Surplus 3 6240053700 5676970200

(2) Non-current liabilities(a) Long term borrowings 4 10202167800 9006585600(b) Deferred tax liabilities (net) 5 1662638300 1542080600(c) Other long-term liabilities 6 5734992800 5067035200

(d) Long-term provisions 7 1339912400 1244415300(3) Current liabilities

(a) Short term Borrowings 8 49363423500 59501393100(b) Trade payables 9 1502741100 6123301200(c) Other current liabilities 10 3671194600 4679162300(d) Short term provisions 11 823155600 789863800

Total 83293719800 96384247300ASSETS

(1) Non-Current assets(a) Fixed assets

(i) Tangible assts 12 16817879700 16711642800(ii) Intangible assets 13 - -

(b) Non-current investments 14 1120000 1120000(d) Long-term loans and advances 15 2618538200 2251312400

(2) Current assets(a) Inventories 16 41208502100 40489156300(b) Trade Receivables 17 14372057700 13922503000(d) Cash and Cash equivalents 18 3697504100 11556587000(e) Short-term Loans and Advances 19 4497240800 11399114400(f) Other Current assets 20 80877200 52811400

Total 83293719800 96384247300

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

(IN RUPEES)

Chairman and Managing Director

Balance Sheet

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies 1

50

Particulars Note No Year Ended Year EndedMarch 312016 March 312015

I Revenue from operations 21 310372896800 323733670200II Other income 22 136994600 525412000III Total Revenue(I+II) 310509891400 324259082200IV Expenses

a Cost of Material Consumed 23 1357073500 1293751900b Purchase of Stock-in-Trade 24 281848216100 294479334400c Changes in Inventories of Finished Goods 25 (719345800) (186205700)d Employee Benefits Expenses 26 12664754100 12944732800e Finance Costs 27 5604834800 4157234900f Depreciation and Amortization expense 12 1358225700 1559476600g Other Expenses 28 7395406500 8383136200

Total Expenses 309509164900 322631461100V Profit before tax (III-IV) 1000726500 1627621100

VI Tax expense(a)Current tax 275985000 473844400(b)Deferred tax 120557700 -

VII Profit for the Year(V-VI) 604183800 1153776700VIII Prior period tax expenses 41100300 75346500IX Earnings per Equity Share(in Rupees) 563083500 1078430200

Basic 219 392Diluted 219 392

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

Profit amp Loss Account

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies

51

Particulars As at March 312016 As at March 312015A Cash Flow from Operating Activities

Net Profit before Tax 1627621100Adjustment forDepreciation 1559476600Interest expenses 4157234900Loss Profit on Sale of Fixed Assets -

Operating ProfitLoss before Working Capital Changes 7344332600Adjustment for(Increase)Decrease in Trade amp Other receivables 940107800(Increase)Decrease in Inventory (186205700)Increase(Decrease) in Trade Payables amp other provisions (4054306400)(Increase)Decrease in Other Loans amp Advances (4635970800)Cash generated from operations (592042500)Taxes Paid (549190900)Previous Year Taxes (Net) -Net Cash from Operating Activities (A) (1141233400)

B Cash Flow from Investing Activities(Purchase) of FixedCapital Expenditure (2227931100)Sale of Fixed Assets 883140700Sale(Purchase) of Investment (315826300)

Net Cash used in Investing Activities (B) (1660616700)C Cash Flow from Finance Activities

Proceeds from Long Term Borrowing (Net) (4869873700)Secured Loan 18024550800Unsecured Loan - 991878400Interest paid (4157234900)Net Cash from Financing Activities (C ) 9989320600

Net increase in Cash and Equivalents (A+B+C) 7187470500Opening Balance of Cash and Cash Equivalents 4369116500

Closing Balance of Cash and Cash Equivalents

1000726500

13582257005604834800

69725800

8033512800

(449554700)(719345800)

(5595236000)68738078008143184100(275985000)

(41100300)7826098800

(1622365700)88177300

(367225800)

(1901414200)

1959036900(10137969600)

(5604834800)(13783767500)

(7859082900)11556587000

3697504100 11556587000

Notes1 Figures in brackets indicate cash outflow2 The above Cash Flow Statement has been prepared under the indirect method set out in AS 3-Cash

Flow Statement as prescribed by Companies (Accouning Stanadards)Rules2006

This is the Cash Flow Statement referred to our report of even date

Cash Flow Statement

HIRA AUTOMOBILES LIMITED

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

For the Year Ended 31 March 2016st

52

Notes to Accounts2 SHARE CAPITAL

As at March 31 2016 As at March 312015(1)AUTHORISED6000000 Equity shares of Rs10-each 6000000000 6000000000

FULLY PAID UP

ISSUEDSUBSCRIBED -2753440 Equity shares of Rs10 each

6000000000 6000000000

2753440000 2753440000

2753440000 2753440000

Shares at the beginning of the accounting Period2753440 Equity shares of Rs10- each 2753440000 2753440000Additions during the year - -Shares outstanding at the end of year 2753440000 2753440000Total 2753440000 2753440000

(a) Rights Preferences and Restrictions Attached to sharesEquity Shares The Company has only one class of equity shares having a par value of Rs 10 per shareEach Shareholder is entitled to one vote per share In the event of liquidation of the company the holder ofequity shares will be entitled to receive any of the remaining of the Company after distribution of allpreferential amounts However no such preferential amount exist currently The distribution will be inproportion to the number of equity shares held by the equity shareholders(b) Detail of Shares held by Shareholders holding more than 5 of the Aggregate Shares in theCompany

Name of Shareholders No of Shares Shareholding as at March31 2016

Rajinder Kaur Bhattal 826000 3000Kuldeep Singh Bhattal 272100 988Rahul Sidhu 270000 981Simran Bajwa 265000 962Manjeet Kaur Sangha 862900 3134

3 RESERVES AND SURPLUSAs at March 312016 As at March 312015

General reserveAt the beginning of the accounting period 723675000

-

-

-

-

723675000Additions during the yearAt the end of the accounting period 723675000 723675000Surplus in Statement of Profit and LossAt the beginning of the accounting period 4953295200 3874865000Additions during the year 563083500 1078430200(balance in statement of profit amp loss ac)prior period expenses written offtransfer tofrom reservesAt the end of the accounting period 5516378700 4953295200

Total 6240053700 56769702004 LONG TERM BORROWINGS

As at March 312016 As at March 312015SECUREDTerm loan(Secured against hypof car and guaranteed bythe directors of the co)

(Secured against Focal Point Properties andguaranteed by directors)

-

5018479300

142138000

5774447600

UNSECUREDLoans from directors 5183688500 3090000000Loans from shareholders and public - -Total 10202167800 9006585600

Term loan

HIRA AUTOMOBILES LIMITED

53

5 DEFERRED TAX LIABILITIES (NET)As at March 312016 As at March 312015

Deferred tax liabilities 1662638300 1542080600Total 1662638300 1542080600

6 OTHER LONG TERM LIABILITIESAs at March 312016 As at March 312015

Sales promotion scheme- Customeradvances

5046479000 4415090000

Security from Employees 688513800 651945200Total 5734992800 5067035200

7 LONG TERM PROVISIONSAs at March 312016 As at March 312015

Gratuity provision 1339912400 1244415300Total 1339912400 1244415300

10 OTHER CURRENT LIABILITIESAs at March 312015

Current maturities of long term debts 880473400 1674618400Interest accrued and due on borrowings - -Value added tax and CST 2185026500 2517359600TDS payable 111535600 157798400Current year taxes payable(net of advance tax) - -

Other payables 494159100 329385900Total 3671194600 4679162300

11 SHORT TERM PROVISIONS

(a) Provisions for employee benefits 823155600 789863800

8 SHORT TERM BORROWINGSAs at March 312016 As at March 312015

Secured loans from banksPunjab National Bank -(secured against hypothecation of stockand book-debts)Gur Mandi Patiala 30680878500 29077205300Gagan Chowk Rajpura 1863121400 1705992300New Grain Market Muktsar and Malout 842363700 757042200Inventory funding 15977059900 27961153300(secured against hypothecation of stockand book-debts)Total 49363423500 59501393100

9 TRADE PAYABLESAs at March 312016 As at March 312015

Sundry Creditors 357269200 2822407500Advance from Parties-Interest free 1145471900 3300893700Total 1502741100 6123301200

HIRA AUTOMOBILES LIMITED

As at March 312016 As at March 312015

Total 823155600 789863800

As at March 312016

54 HIRA AUTOMOBILES LIMITED

14 NON CURRENT INVESTMENTAs at March 312016 As at March 312015

Investment in Shares 1120000 1120000Investment in Mutual Funds - -

Total 1120000 1120000

15 LONG TERM LOANS AND ADVANCESAs at March 312016 As at March 312015

Security Deposits 366283000 337485500(Unsecured considered good unlessOtherwise Stated)Intercorporate Deposits 2252255200 1913826900Total 2618538200 2251312400

16 INVENTORIESAs at March 312016 As at March 312015

(As taken valued amp certified by the management)

Stock in Trade (in respect of goodsacquired for trading )

38093012700 37213584000

Stores Spares amp Loose tools 3115489400 3275572300

Total 41208502100 40489156300

17 TRADE RECEIVABLESAs at March 312016 As at March 312015

(unsecured considered good unlessotherwise stated)(1)Debts outstanding for a period exceeding

six months from the date they are due 513584600 623548900(2)Other debts 13858473100 13298954100Total 14372057700 13922503000

55

18 CASH amp CASH EQUIVALENTS As at March 312016 As at March 312015

(a) Balance with BanksFixed deposits 1260950600 812770600(Earmarked balances with banksheld as margin moneyagainst borrowingsand other commitments)Current accounts 1243916600 6403274200Gold Coins 29547200 29547200(b) Cheques Draft on HandCheques in HandCash in hand

202088500961001200

30714258001239569200

Total 3697504100 11556587000

19 SHORT TERM LOANS amp ADVANCESAs at March 312016 As at March 312015

(Unsecured considered good unlessotherwise stated)advances recoverable in cash orin kind for the value to be received(1)Advance to parties 2541662700 9294257800(2) Receivable from revenue authorities 551783000 569108700(3)Current years taxes recoverable(net ofliability)

332615600 380504500

(4) Other advances 1071179500 1155243400Total 4497240800 11399114400

HIRA AUTOMOBILES LIMITED

56

20 OTHER CURRENT ASSETSAs at March 312016 As at March 312015

Prepaid Expenses 80877200 52811400

Total 52811400

21 REVENUE FROM OPERATIONSAs at March 312016 As at March 312015

Sale of products 290733945600 301324413800Sale of services 9681919400 10435033800

Other operating revenues 9957031800 11974222600310372896800 323733670200

Less Excise duty - -Total 310372896800 323733670200

22 OTHER INCOMEAs at March 312016 As at March 312015

Interest income 87335400 279807100Other Non-operating income 49659200 245604900Total 136994600 525412000

23 COST OF MATERIAL CONSUMEDAs at March 312016 As at March 312015

Purchases Raw-Materials and PackingMaterials

1357073500 1293751900

Add Opening balance of stock - -1357073500 1293751900

Less Closing balance of stock - -Total 1357073500 1293751900

80877200

24 PURCHASE OF STOCK IN TRADEAs at March 312016 As at March 312015

Purchases of Traded goods 281848216100 294479334400

Total 281848216100 294479334400

25 CHANGES IN INVENTORIESAs at March 312016 As at March 312015

Finished Goodsat the beginning of the accounting period - -at the end of the accounting period - -Stock-in-Tradeat the beginning of the accounting period 40489156300 40302950600at the end of the accounting period 41208502100 40489156300Total (719345800) (186205700)

26 EMPLOYEE BENEFIT EXPENSESAs at March 312016 As at March 312015

Salary and Wages 8156996000 9654096800HRA Expenses and other allowance 2733336200 1148756100Contribution to Provident fund 587123100 490338400Contribution to Employees state Insurance fund 157923000 161030000Workers and Staff Welfare 299823200 269213600Gratuity Expenses 95497100 64570600Bonus 420931500 903597900Employees Training and Uniform expenses 213124000 253129400Total 12664754100 12944732800

HIRA AUTOMOBILES LIMITED

57

27 FINANCE COSTSAs at March 312016 As at March 312015

Interest ExpenseInterest to Banks 4309580000 3483884100Interest on Unsecured loans 1196279800 577607600Interest to Customers (36290200) (95330900)Interest to MSIL (121679800) (50429300)Interest to Bank on Vehicle loan 29667800 43272600Bank Charges 227277200 198230800

Total 5604834800 4157234900

28 OTHER EXPENSESAs at March 312016 As at March 312015

Accessories Expenses 9551600 18313400Festival Expenses 30357200 8141000Donation 13123500 9144500Freight Inward 23896900 26399000Power amp Fuel 913761800 911434100Software Usage Charges 91413600 86473500Entertainment Exp 19129900 29106000Rent Rates amp Taxes 701191800 671145200General Expenses 162725500 138611000Godown Rent 57600000 48125000Insurance 161551400 173705300Legal expenses 43474400 60436900Misc Expenses 7073900 3598300News Paper amp Periodicals 9374100 7947200Outside Labour Expenses 284322400 102072700Payment to the Auditors 48313400 15000000Postage amp Courier Expenses 10683600 13298800Professional Charges 147965200 1006744000Printing amp Stationery 165125400 223093400Repair to Buildings and fixed assets 309177500 427256800MDS Expenses 21264900 35806500Telephone Expenses 326712100 525640000Workshop Expenses 325704400 579373600Vehicle Running Expenses 182200200 225090800Other expenses 18263600 405070100Advertisement ExpensesDiscounts

99310800745200400

118382500821623000

Customer welfare 146224200 161357500Demo Expenses amp PDI Expenses 372510300 437441500Sales Promotion 696744200 773152400Sale Commission amp Incentives 160190000 35180000Pool Cancellation and lifting charges 202092600 166694500Marketing Staff Tour expensesTrue Value Expenses

531070200358105500

581622300442725000

Total 7395406500 8383136200

HIRA AUTOMOBILES LIMITED

58 HIRA AUTOMOBILES LIMITED

Post-Employment BenefitsDefined Contribution PlansA defined contribution plan is a post-employment benefit plan under which the Company pays specifiedContributions to a separate entity The Company makes specified monthly contributions towards ProvidentFund Superannuation Fund and Pension Scheme The Companys contribution is recognized as an expense inthe Profit and Loss Statement during the period in which the employee renders the related service

The Company does not deal with Foreign Currency hence AS-11 ldquoEffect of changes in Foreign Exchangesissued bythe Institute of Chartered Accountantsof India isnot applicable

Cash Flow Statements has been prepared following the indirect method set out in the Accounting Standard-3 on ldquoCash Statements ldquoissued by the Institute of Chartered Accountants of India

(i) Income tax expenses for the period comprise of Current Tax amp Deffered Tax(ii) Current tax is measured at the amount expected to be paid to the tax authorities using the applicable tax

Rates of the Income TaxAct 1961(iii) Deferred Tax is calculated on the timing differences being the difference between accounting income and

taxable income which originates in one period and are capable of reversal in one or more subsequentaccounting periods in accordance with the provisions of Accounting Standard -22 on ldquoAccounting forTaxeson Incomerdquo issued by the Institute of Chartered Accountants of IndiaDeferred tax assets are recognized only to the extent that there is a reasonable certainty that sufficientfuture income will be available except that deferred tax assets in case there are unabsorbed depreciationor losses are recognized if there is virtual certainty that sufficient future taxable income will be available torealize the same

Depreciation on Fixed Assets is provided on the basis of Straight Line Method (SLM) Depreciation isprovided based on useful life of the assets as prescribed in Schedule II to the Companies Act 2013

Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and itis probable that an outflow of resources will be required to settle the obligation and a reliable estimate canbe made Provisions are not discounted to their present value and are determined based on the bestestimate required to settle the obligation at the reporting date These estimates are reviewed at eachreporting date and adjusted to reflect the current best estimatesContingent liabilities are disclosed unless the possibility of outflow of resources is remoteContingent assets are neither recognized nor disclosed in the financial statements

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value Animpairment loss is charged to the Profit and Loss Statement in the year in which an asset is identified asimpaired The impairment loss recognized in prior accounting period is reversed if there has been a changein the estimate of recoverable amount

G) ForeignCurrencyTransaction

H) CashFlowStatements

J) Depreciation

K) ProvisionsandContingent liabilities

L) Impairment ofAssets

I) TaxesonIncome

59 HIRA AUTOMOBILES LIMITED

M) EarningsPer Share

N) Segment Reporting

has been made in accordance with the requirement of Accounting Standard (AS) -20 on Earnings PerShare issued by the Institute of Chartered Accountants of India Diluted Earning per share is the same asBasic Earning per share because there is no potential equity shares which would have dilutive effect onearning per shares to equity shareholders

The Company is Authorized Dealer of Maruti Suzuki India Limited (MSIL) and hence is engaged in thebusiness of sale amp service of MSIL vehicles As the basic nature of sale of variants of vehicles is governedby the same set of risk amp returns these have been grouped as single segment as per AccountingStandard(AS-17) on segment reporting issued by the Institute of Chartered Accountants of India

2 Detail in respect of Opening Stock Sales and Closing Stock as follows

3 (a) During the year the company has recognized the following amounts as Defined Contribution Pan in theProfit and Loss Account

i) Employers Contribution to Provident Fund - Rs 5871 Lacsii) Employers Contribution to Employee State Insurance - Rs 1579 Lacs

The calculation of Earnings Per Share (EPS) as disclosed in the Balance Sheet Abstract

(b) During the year the Company has made provision for Gratuity in books asdesigned benefit plan

4 Subsequent to Accounting Standards -22 Accounting for Taxes on Income Issued by the Institute ofCharteredAccountants of India Deferred Tax Expenses of Rs 120557700 for the periods is recognized inthe profit and LossAmount

Calculation of Deferred TaxLiability is as followsWritten down value of Fixed Assets as on 31032016 (As per Company Act) 168178793Written down value of Fixed Assets as on 31032016 (As per Income Tax Act) 114371729bull Timing Difference 53807064bull Tax 3090 16626383bull Deferred Tax Liability as on 31032016 16626383bull Deferred Tax Liability as on 31042015 15420806bull Deferred Tax Liability to be provided for 1205577

5 Legal amp Professional Fees includes Payments to Auditors comprising as follows-i) Statutory Audit fee Rs 10000000ii) Tax audit and Vat audit Fee Rs 5000000

6 Related Party Disclosure in accordance with Accounting Standard-18

Pacific Finlease Pvt LtdRahul Sidhu Enterprises Pvt LtdRSG Studios Pvt Ltd

(a) Enterprises owned or Significantly Influenced by Directors and their Relatives

60 HIRA AUTOMOBILES LIMITED

Particulars Opening Stock Sales Closing StockQty

825VehiclesSpares ampAccessory

Amount(Rs In Lacs)

37213632756

Qty

5627

Amount(Rs In Lacs)2647068260272

Qty

1131

Amount(Rs In Lacs)

38093031155

b)

Pacific Finlease Pvt Ltd

Rahul Sidhu Enterprises Pvt Ltd

RSGStudios Pvt Ltd

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 1915Interest Recovered during the financial year 207

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 14379Interest Recovered during the financial year 035

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 6229Interest Recovered during the financial year 618

7 Calculation of Earning Per Share is as follows Profit after Tax as per Profit amp Loss Account as on 3132016 5630835

For Basic Earning Per share 2753440For Diluted Earning Per Share 2753440

Basic 219Diluted 219

8 Balance confirmation letters have been obtained from some of the parties on test check basis9 Figures of Previous year have been re-grouped and re classified wherever necessary in order to

conform to the current years presentation

As per our report of even date

No of Equity Share (Face value Rs 10- each)

Detail of transaction for the financial year 2015-16

Earning Per Share

61 HIRA AUTOMOBILES LIMITED

Page 17: HIRAAUTOMOBILESLIMITED - bseindia.com · S. Isher Singh Director Mrs. Neha Sidhu Whole time Director Mrs ... Name Rahulinder Singh Sidhu Age 34 Brief Resume Working as Director in

18

Demat Physical Total of TotalShares

Demat Physical Total ofTotal

Shares

1) IndianIndividualHUF

2635700 2635700 9572 2635700 2635700 9572

CentralGovtState

Govt(s)Bodies CorpBanks FIAny Other

2635700 2635700 9572 2635700 2635700 9572

NRIs-IndividualsOther-

IndividualsBodies CorpBanks FIAnyOtherhellip

PublicShareholding

MutualFundsBanks FI

i Category-Wise Share Holding

Sub-Total)A)(2)

Central Govt

iv Shareholding Pattern (Equity Share Capital Breakup as percentage of Total Equity)

a) State Govt(s)b)Venture Capital

Funds

c) InsuranceCompanies

HIRA AUTOMOBILES LIMITED

19

d)FIIse)Foreign Venture

Capital Fundsf) Others (specify)

Sub-total(B)(1)

2 Non Institutionsa) Bodies Corp

(i) Indian

(ii) Overseas

500 500 002 500 500 002

(ii) Individual

(i) Individualshareholders

holding nominalshare capital uptoRs 2 lakh

116740 116740 424 116740 116740 424

shareholdersholding nominalshare capital inexcess of Rs 1lakh

c) Others(Specify)-NRI

500 500 002 500 002

Sub-total(B)(2) 117740 117740 428 117740 428TotalPublicShareholding(B)=(B)(1)+(B)(2)

117740 117740 428 117740 428

CShares heldby

CustodianforGDRsampADRsGrandTotal

(A+B+C) 2753440 2753440 100

500

117740

117740

2753440 2753440 100

b) Individuals

HIRA AUTOMOBILES LIMITED

20

Sr

No

Shareholderrsquos

Name

Shareholding at the beginning of the

year

Shareholding at the end of the year

No ofShares

of totalShares ofthecompany

of SharesPledged encumberedto totalshares

No ofShares

1 Rajinder KaurBhattal

826000 3000 000 826000

2 Kuldeep SinghBhattal

272100 988 000 272100

3 RahulinderSingh Sidhu

270000 981 000 270000

4 Simran Bajwa 265000 962 000 2650005 D S Sangha 51600 187 000 516006 Preet Sangha 25400 092 000 254007 Vikram Bajwa 24700 090 000 247008 Manjeet Kaur

Sangha862900 3134 000 862900

9 AmandeepSingh Sangha

21600 078 000 21600

10 Karamjit Singh 15400 056 000 1540011 Neha Sidhu 1000 004 000 1000

of totalShares ofthecompany

of SharesPledged encumberedto totalshares

change inshareholdingduring theyear

3000 000 000

988 000 000

981 000 000

962 000 000187 000 000092 000 000090 000 0003134 000 000

078 000 000

056 000 000004 000 000

No of shares No of shares of total sharesof the company

At the beginning of the year NIL NIL NIL NIL

At the End of the year

ii Shareholding of Promoters

iii Change in Promoters Shareholding (please specify if there is no change)

of total sharesof the company

NIL NIL NIL NIL

NIL NIL NIL NIL

Date wise Increase Decreasein Promoters Share holdingduring the year specifying thereasons for increasedecrease (eg allotmenttransfer bonus sweat equityetc)

HIRA AUTOMOBILES LIMITED

21

Indebtedness at thebeginning of the financialyeari) Principal Amountii) Interest due but not paidiii) Interest accrued but not

142138000 8157035200 8299173200

Total(i+ii+iii) 142138000 8157035200 8299173200Change in Indebtednessduring the financial year- Addition- Reduction (142138000)

2761646100(142138000)

Net Change (142138000) 2761646100 2619508100

Indebtedness at theend of the financial yeari) Principal Amountii) Interest due but not paidiii) Interest accrued but notdue

- 10918681300 10918681300

Total (i+ii+iii) - 10918681300 10918681300

iii INDEBTEDNESSIndebtedness of the Company including interest outstandingaccrued but not due for payment

2761646100

HIRA AUTOMOBILES LIMITED

22

Stock Option 000 000 000

Sweat Equity 000 000 000

Commission- as of profit- others specify

000 000 000

Others please specify 000 000 000

Total(A) 84000000 96000000 180000000

Ceiling as per the Act

REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A Remuneration to Managing Director Whole-Time Directors andor Manager

NEHA SIDHU RAHULINDERSINGH SIDHU

(b)Value of perquisites us17(2) Income-tax Act1961

( )17 3 Income- taxAct1961 000 000

Gross salary(a)Salary as per provisions contained

1961

84000000 96000000 180000000

(c)Profits inlieu of salary under section

000

000

000 000

in section17(1) of the Income-tax Act

HIRA AUTOMOBILES LIMITED

23

Independent DirectorsmiddotFee for attending board committee meetings

middotCommission

middotOthers please specify

NIL NIL NIL NIL NIL

Total(1) NIL NIL NIL NIL NILOther Non-Executive Directors

middotFee for attending board committee meetingsmiddotCommissionmiddotOthers please specify

NIL NIL NIL NIL NIL

Total(2) NIL NIL NIL NIL NIL

Total(B)=(1+2) NIL NIL NIL NIL NIL

Total Managerial Remuneration NIL NIL NIL NIL NIL

Over all Ceiling as per the Act NIL NIL NIL NIL NIL

CEO Company CFO TotalSecretary

Gross salary(a)Salary as per provisionscontained in section17(1)of

the Income tax Act 1961

000 000 285487 285487

000 000 000 000

Sweat Equity 000 000 000 000

- (b)Value of perquisites us

17(2)Income-taxAct1961

000

000

000

000

000

000

000

000

Commission- as of profit-others specifyhellip

000 000 000 000

Others please specify 000 000 000 000

Total 000 000 285487 285487

C Remuneration to Key Managerial Personal Other Than MDManagerWTD

(C)Profits inlieu of salary undersection 17(3) Income-taxAct 1961

Sweat EquityStock Option

IV PENALTIESPUNISHMENTCOMPOUNDINGOFOFFENCES--------------------------------------------NIL---------------------------------------

HIRA AUTOMOBILES LIMITED

B Remuneration to other directors

24

Parti culars Details

A Name(s) of the related party and nature of relationship Rahul Sidhu Enterprises Pvt Ltd

B Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not SpecifiedD Salient terms of the contracts or arrangements or transactions

including the value if anyAt bank rate of Interest

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the Board 30042015G Amount paid as advances if any 226620-

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

2 Details of contracts or arrangements or transactions not at arms length basis

Par t i cul ars Details

A Name(s) of the related party and nature of relationship RSG Studios Pvt Ltd

B Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not Specified

D Salient terms of the contracts or arrangements or transactionsincluding the value if any

At bank rate of Interest

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the Board 30042015

G Amount paid as advances if any 971927-

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

HIRA AUTOMOBILES LIMITED

NA

NA

CONSERVATIONOFENERGY TECHNOLOGYABSORPTIONANDFOREIGNEXCHANGEOUTGO

(A) Conservationof energy

(B) Technologyabsorption

(C) ForeignexchangeearningsandOutgo

Steps taken impact on conservation of energy with special reference to the following(i) Steps taken by the company for utilizing alternate sources of energy including waste generated - NIL(ii) Capital investment on energy conservation equipment - NIL

1 Efforts in brief made towards technology absorption - NIL2 Benefits derived as a result of the above efforts eg product improvement cost reduction product

development import substitution etc - NIL3 In case of imported technology (imported during the last 3 years reckoned from the beginning of the

financial year) following information may be furnished(a) Details of technology imported - NIL(b) Year of import - NIL(c) Whether the technologybeen fully absorbed- NIL(d) If not fully absorbed areaswhere absorption hasnot taken place and the reasons therefore- NIL

4 Expenditure incurred on Research and Development

25

Earnings NIL

Outgo NIL

including the value if any

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the BoardG Amount paid as advances if any Nil

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

A Name(s) of the related party and nature of relationship Pacific Finlease Pvt LtdB Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not Specified

D Salient terms of the contracts or arrangements or transactions At bank rate of Interest

NA

HIRA AUTOMOBILES LIMITED

26

RATIOOF REMUNERATION

(i) the ratio of the remuneration of each director to the median remun--eration of the employees of the company for the financial year

4701

(ii) the percentage increase in remuneration of each director Chief FinancialOfficer Chief Executive Officer Company Secretary or Manager if anyin the financial year

Nil

(iii) the percentage increase in the median remuneration of employees inthe financial year

Nil

(iv) the number of permanent employees on the rolls of company 866(v) the explanation on the relationship between average increase inremuneration and company performance

NA

(vi) comparison of the remuneration of the Key Managerial Personnelagainst the performance of the company

As per individual performance

Nil

(viii) average percentile increase already made in the salaries of employeesother than the managerial personnel in the last financial year and itscomparison with the percentile increase in the managerial remunerationand justification thereof and point out if there are any exceptionalcircumstances for increase in the managerial remuneration

Nil

(ix) comparison of the each remuneration of the Key Managerial Personnelagainst the performance of the company

As per individual performance

(x) the key parameters for any variable component of remuneraavailed by the directors

tion Nil

(xi) the ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess ofthe highest paid director during the year

Nil

(xii) Affirmation that the remuneration is as per the remuneration policyof the company

Yes

Vii) Variations in the capitalisation of the company price earningsratio as at the closing date of the current financial year and previousfinancial year and percentage increase over in the marketquotations of the shares of the company in comparison to the rate atwhich the company came out with last public offer incase of listecompanies and in case of unlisted companies the variations in the networth of the company as at the close of the current financial year andprevious financial year

HIRA AUTOMOBILES LIMITED

27 HIRA AUTOMOBILES LIMITED

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee StockPurchase Scheme) Guidelines 1999

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)

Regulations 1993 regarding the Companies Act and dealing with client(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009 and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998

(vi) Factories Act 1948 The Punjab Shops and Commercial Establishments Act 1958 The Payment of WagesAct 1936 The Minimum Wages Act 1948 Employees State Insurance Act 1948 The EmployeesProvident Fund amp Miscellaneous Provisions Act 1952 Payment of Bonus Act 1965 The Payment ofGratuity Act 1972 The Industrial Employment (Standing Orders) Act 1946 The Employment Exchange(Compulsory Notification of Vacancies) Act 1956 The Environment (Protection) Act 1986 The HazardousWastes (Management Handling amp Trans boundary Movement) Rules 2008 The Water (Prevention ampControl of Pollution) Act 1974 The Air (Prevention amp Control of Pollution) Act 1981 and The Punjab LabourWelfare Fund Act 1965

I have also examined compliance with the applicable clauses of the following

(i) Secretarial Standards issued by The Institute of Company Secretaries of India(ii) The Listing Agreement entered into by the Companywith BSE Limited

During the period under review the Company has complied with the provisions of the Act RulesRegulations Guidelines Standards etc mentioned above except to the extent as mentioned below

1 That Company has not complied with Regulation 38 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 relating to maintaining of minimum publicshareholding by a listed Company

2 That Company Secretary of the Company has resigned and new Company Secretary is to be appointed asrequired under Section 203 of The Companies Act 2013

3 That Company has not deducted and deposited labour welfare fund as required under The Punjab LabourWelfare Fund Act 1965

4 That Statutory bonus as required under Payment of Bonus Act 1965 has not been paid by the Companyduring the year

5 That there are related party transactions which are not in ordinary course of business and which are not atarms length basis

6 That there is carry forward of loans given to parties which are covered under section 185 of the CompaniesAct 2013

7 That the Company has 14 locations and some locations need to get registration under The Punjab Shopsand Commercial Establishments Act 1958 and some locations require factory license under Factories Act1948 whereas some locations require consent authorization for operation of a facility under pollution lawsand The Hazardous Wastes (Management Handling amp Trans boundary Movement) Rules 2008

8 That the periodical returns required to be filed under The Employment Exchange (Compulsory Notificationof Vacancies) Act 1956 has not been filed and are pending

I further report thatThe Board of Directors of the Company is duly constituted with proper balance of Executive Directors NonExecutive Directors and Independent Directors The changes in the composition of the Board of Directors thattook place during the period under review were carried out in compliance with the provisions of the Act

-

28 HIRA AUTOMOBILES LIMITED

Adequate notice is given to all directors to schedule the Board Meetings agenda and detailed notes on agendawere sent at least seven days in advance and a system exists for seeking and obtaining further information andclarifications on the agenda items before the meeting and for meaningful participation at the meeting

Majority decision is carried through while the dissenting members views are captured and recorded as part ofthe minutes

I further report that there are adequate systems and processes in the company commensurate with the size andoperations of the company to monitor and ensure compliance with applicable laws rules regulations andguidelines

This report is to be read with our letter of even date which is annexed as and forms an integralpart of this report

29 HIRA AUTOMOBILES LIMITED

30 HIRA AUTOMOBILES LIMITED

HIRA AUTOMOBILES LIMITEDCODEOF CONDUCT

PERSONTOWHOMTHECODEISAPPLICABLE

( ) GENERALSTANDARDOFCONDUCT

( ) APPLICABLELAWS

( ) CONFLICTOFINTEREST

( ) PROTECTINGCONFIDENTIALINFORMATION

This code is applicable to the following persons (hereinafter referred to as Officers of the company)-All the Board Members-The entire Core group Members of the Companyand heads of the department

1 Officers are expected to exercise good judgment to ensure the safety and welfare of employees consumerscustomers suppliers shareholders lenders and other stakeholders and to maintain a co-operativeefficient positive harmonious and productive work environment practice integrity in inter-personalrelationships work on the principal of mutual trust transparencyand teamwork

2 Officers are expected to acquire and maintain professional competence3 Officers are expected to observe discipline and conduct themselves both on and off-duty in a manner to

uphold the high image of the company4 Officers are expected to assist the company in identifying controlling mitigating and managing business

risks within the companys risk management policy framework5 Officers are expected to assist the company in providing to its employees a work environment free of

harassment and free of discrimination based on race religion creed color physical or mental disability agesex etc

6 Officers should not engage in selling or distribution or be in possession of or use narcoticspsychotropicdrugs or be under influence of alcohol while on duty

7 As Officers represent the Company before the public and various authorities they are expected to dressneatly and appropriately in a manner consistent with the nature of their work and the image of the company

8 Officers should not claim from the company unauthorized personal expenses9 Customersupplierinvestor Relationships- Officers who need to deal with customers suppliers and investors

should understand that they are dealing and therefore should uphold the image and goodwill generated andbuilt-up by the Companyover the year

Officers must acquire adequate Knowledge of all the applicable laws rules regulations order and notificationsunder regulatory framework as applicable to their functions and duties and should follow and comply with thesame and avoid violation breach or infringement thereof

Officers of the Company will avoid conflict of interest Conflict of interest is said to exit when personal interest mayhave a potential conflict with the interest of the company at large Where any transaction involves conflict ofinterest prior approval of the Managing Directors Executive Director and in case of a Director of the Boardshould be obtained

The Companys confidential information is a vita and asset It may relate to product product formula processproduct plans and road maps cost and financial information information as to customers suppliers dealers andemployees business arrangements and agreements as well as to patents trademarks copyrights and tradesecrets For the purpose of this Code confidential information would also include the information obtained by theCompany from a third party under a Non Disclosure Agreement Such confidential information should beprotected and safeguarded against unauthorized personal use and should not be disclosed to any one expect (i)with prior authorization (ii) in the ordinary course of carrying on the business of the Company In the course ofconducting the Companys Business Officers may come in possession of confidential information about itsemployees customers suppliers etc Officers should handle the same with utmost responsibility and prevent itsmisuse

I

II

III

IV

31 HIRA AUTOMOBILES LIMITED

( ) PREVENTIONOFINSIDERTRADING

( ) COMPANYSASSETS

( ) NONCOMPLIANCE

( ) ANYAMENDMENTSORMODIFICATIONTOTHECODEOFCONDUCT

( )ACKNOWLEDGEMENTOFRECEIPTOFCODEOFCONDUCTANDETHICS

1 COMPANY PHILOSOPHY ONCODEOF GOVERNANCE

2 BOARDOF DIRECTORS

V

VI

VII

VIII

IX

Officers are privy to price sensitive inside information and should not use it to make personal gains TheCompany has framed Code of Conduct for prevention of insider trading in the Securities of the CompanyOfficers should follow the same in letter and spirit

Protecting and safeguarding the Companys assets and properties and preventing their unauthorized usepersonal use is one of the key and prime responsibility of Officers Officers are personally responsible of theCompanys funds under their control Officers should use electronic communication facilities like e-mail Internetetc in a legal ethical and appropriate manner and not expose the Company to liability resulting from the illegalunauthorized or unethical use thereof

In case of non-compliance of any of the provisions of this Code of conduct the same shall be reported to theChairman of the Board of Directors of the Company

This Code of Conduct is subject to modification The Board of Directors has the requisite power and the authorityto update and amend the Code of Conduct from time to time

I have received and read the Companys Code of Conduct and Ethics and have understood the standards andpolicies contained therein I agree to comply with the Companys Code of Conduct and Ethics I hereby affirm tothe Company compliance with the Code Conduct and Ethics on an annual basis and also undertake to renewsuch affirmation in the first weekof April every year

Pursuant to Regulation 34 read with Schedule V to the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 a Report on Corporate Governance is givenbelow

The report on Corporate Governance is requirement under Listing Agreement entered into with stockExchange and forms part of the report of the Board of Directors to the shareholders of the Company Thisreport gives an insight into the organizational structure of the Company The vision of the company is to be afinancially sound profitable growth oriented company committed to building and maximizing sustainablevalue for all the shareholders In its endeavor to attain the goal visualized the company is laying maximumemphasis on the effective system of Corporate Governance

(a) CompositionThe present strength of Board of Directors of the Company is five comprising of two Promoter Directors and threeIndependent Directors having diversified professional experience Out of total strength of five Directors two areexecutive and three are Non-Executive The composition of Board of Directors as on 31 March 2016 is asunder

REPORT OF THEBOARDOFDIRECTORS ONCORPORATEGOVERNANCE

st

32 HIRA AUTOMOBILES LIMITED

SN Name DIN Designation Nature of Directorship

1 Rahul Inder SinghSidhu

00447452Chairman and ManagingDirector

Promoter Executive

2 Neha Sidhu 00460875 Whole-time director Promoter Executive

3 Isher Singh 02990779 Director Independent Non Executive4 Rajbir Kaur 06397998 Director Independent Non Executive

5 Rupinder Kaur 06403845 Director Independent Non Executive

6 Ramesh Kumar 00126036 Director Independent Non Executive

Sh Ramesh Kumar has resigned on 31122015 from the office of Director(b) Attendance of each Director at the Board Meetings held during the year 2015-16 and last Annual General

Meeting and number of other Boards or Board Committees in which heshe is a member is as under-

The detail of number of shares and convertible instruments held by non ndash executive directors is given asbelow

Shri Rahulinder Singh Sidhu Managing Director of the Company and Smt Neha Sidhu Whole Time Director on theBoard of Directors are related to each other as husband and wife

(c) During the year fifteen meetings of the Board ofDirectors were held on the following dates-

The familiarization programme imparted to independent directors is disclosed on weblinkof the Company

wwwhiraautomobilescom

33

30042015 30052015 31052015 21072015 31072015 15092015

30092015 31102015 02112015 30112015 02012016 0202201615022016 22022016 10032016

SN Name of non ndash executive Director No of Equity Shares Held No of convertibleinstruments Held

1 Rajbir Kaur Nil NA

2 Rupinder Kaur Nil NA3 Isher Singh Nil NA

Total Nil NA

SN

Name of Director No of BoardMeeting attended

No of otherDirectorship

Membershipin other

Committees

Attendance atlast AGM

1 Rahulinder Singh Sidhu 15 4 - Yes

2 Neha Sidhu 12 4 - Yes

3 Isher Singh 12 - 3 -

4 Rajbir Kaur 6 - 3 -

5 Rupinder Kaur 6 - 3 -

6 Ramesh Kumar 1 4 - -

HIRA AUTOMOBILES LIMITED

34

3 AUDITCOMMITTEE

4NOMINATIONANDREMUNERATIONCOMMITTEE

Remunerationpolicy

The terms of reference of the audit committee include all the matters as provided under Section 177 (4) of TheCompanies Act 2013 and the rules made there under and SEBI (LODR) Regulations 2015

As on 31 March 2016 In compliance with the provisions of Section 177(2) of the Companies Act 2013 AuditCommittee comprises of three Non-Executive Independent Directors five meetings of Audit Committee wereheld during the year under consideration on following dates

The details of members of the audit committee and their attendance is as under-

The terms of reference of Nomination and Remuneration Committee covers all the matters provided under theCompanies Act 2013 and the rules made there under and SEBI (LODR) Regulations 2015

As on 31 March 2016 in compliance with the provisions of Section 178(1) of the Companies Act 2013Nomination and Remuneration Committee comprises of three Non-Executive Independent Directors Twomeetings of Nomination and Remuneration Committee were held during the year under consideration on 30May 2015 and 10 March 2016The details of members of the audit committee and their attendance is as under-

Remuneration policy ensures that the level and composition of remuneration is reasonable and sufficient toattract retain and motivate directors of the quality required to run the company successfully and that relationshipof remuneration to performance is clear and meets appropriate performance benchmarks and that remunerationto directors key managerial personnel and senior management involves a balance between fixed and incentivepay reflecting short and long-term performance objectives appropriate to the working of the company and itsgoals

CompositionandMeetings

CompositionandMeetings

st

st

th

th

30052015 31072015 31102015 15022016 28032016

Name of Directors Position held in theCommittee

Category MEETINGSHeld Attended

Isher Singh Chairman Independent NonExecutive

Five Five

Rupinder Kaur Member Independent NonExecutive

Three Three

Rajbir Kaur Member Independent NonExecutive

Three Three

Name of Directors Position held in theCommittee

Category MEETINGS

Held Attended

Isher Singh Chairman Independent NonExecutive

Two Two

Rupinder Kaur Member Independent Non

Executive

Two Two

Rajbir Kaur Member Independent NonExecutive

Two Two

HIRA AUTOMOBILES LIMITED

35

5 REMUNERATIONOFDIRECTORS

6 STAKEHOLDERS GRIEVANCECOMMITTEE

7 GENERALBODYMEETINGS

There is no pecuniary relationship or transaction of the company with its independent directors other thanpayment of sitting fee to them for attending Board and Committee meetings Following Executive Directors werepaid as per detail given below

and no commission on profits is paid to any of the Directors No stock option has been given to any of theDirectors including Executive Directors

As on 31 March 2016 in compliance with the requirement of Section 178(5) of The Companies Act 2013Stakeholder Relationship Committee comprises of three Non-Executive Independent Directors to consider andresolve the grievances of security holders of the companyper detail given below

Sh Rahul Inder Singh Sidhu Managing Director has been appointed as Compliance officer for the purpose ofcomplying with various provisions of the Guidelines Regulations issued by Securities and Exchange Board ofIndia Listing Agreement with Stock Exchanges

The Company has not received any complaint during the year from the shareholders and there is no pendingcomplaint with the Company

(i) Location and time where last three Annual General Meetings were held is given below-

(i) Compositionst

(ii) ComplianceOfficer

(iii) Complaints

SN

NAME OFDIRECTOR

DESIGNATION SALARY Rs BENEFITS BONUS STOCKOPTIONS

PENSION

1 RahulinderSingh Sidhu

ManagingDirector

960000- - - - -

2 Neha Sidhu Whole TimeDirector

840000- - - - -

Name Category Designation

Isher Singh Independent Non Executive Chairman

Rupinder Kaur Independent Non Executive Member

Rajbir Kaur Independent Non Executive Member

Financial Year Date Time Venue

2012-13 30092013 1100 A M 20 Sector 8A Chandigarh 1100022013-14 30092014 500 PM 20 Sector 8A Chandigarh 110002

2014-15 30092015 500 PM 20 Sector 8A Chandigarh 110002

HIRA AUTOMOBILES LIMITED

36

(ii) Following Special Resolutions were passed in the previous 3 Annual General Meeting

(iii) No special resolution has been passed last year through postal ballot and no special resolution isproposed to be conducted through postal ballot

Quarterly results are normally published in the newspapers and also sent to BSE Limited Physical copy ofannual report which inter alia includes the Directors Report Corporate governance report Audited AccountsCash Flow Statements etc was sent to shareholders by post and also to BSE Limited The quarterly results andannual report isalso available on companys website at under investors section

Date 30092016 Time 0500 PM Day Friday and Venue Registered Office of the Company at 0598 Sector18B Chandigarh 160018

The companys Financial Year starts from 1 April every year and conclude on 31 March next year

The Register of Members and the Share Transfer Books of the Company shall remain closed from 29 day ofSeptember 2016 to 30 day of September 2016 (both days inclusive)

No dividend has been recommended by the Board this year and therefore information under this sub clause is nil

The shares of the Company are listed at BSE Limited only as other regional stock exchanges viz Delhi StockExchange Association Limited Ludhiana Stock Exchange Association Limited and Ahmedabad StockExchange Limited had been de-recoganised in the process of de-recoganition by Securities and ExchangeBoard of India The Company haspaid listing fee to BSE Limited

The Stock Code of the Company on BSE Limited is 531743

There was no trading of shares of the Company and no market price data is available Further Securities of theCompany were not suspended from trading by BSE Limited during last year

The Company has appointed Ms Beetal Financial amp Computer Services Private Ltd New Delhi as CommonAgency (RTA) for Share Transfer work in both modes physical as well as electronically Detail of RTA is as underMs Beetal Financial amp Computer Services Private LimitedBeetal House 3 Floor99 Madangir Behind Local Shopping Center Near Data Harsukhdas MandirNewDelhi- 110062 Ph 011-2996128182 Fax 011-29961284

The companys shares in dematerialized form transferable through depository system and Shares in physicalform are processed by Ms Beetal Financial amp Computer Services Private Limited The Board has authorised ShRahulinder Singh Sidhu Managing Director of the company to approve share transfers and matter relatedtherewith

8 MEANSOFCOMMUNICATION

9 GENERALSHAREHOLDERINFORMATIONAnnual General Meeting

Financial Year

BookClosure

Dividend

Listing

StockCode

StockMarket Data

Registrar andShareTransfer Agents

ShareTransfer System

wwwhiraautomobilescom

st st

th

th

rd

30092013 Nil

30092014 1 Approval for Borrowing Money in excess of the aggregate of the paid up share capital andfree reserves of the Company 2 Amendments in Articles of Association

30092015 Nil

HIRA AUTOMOBILES LIMITED

37

ReconciliationofShareCapital Audit

Distribution of shareholding

Dematerializationof sharesandliquidity

GDRsADRs

Mr Ravinder Kumar Practising Company Secretary carries out the Reconciliation of Share Capital Audit asmandated by SEBI and reports on the reconciliation of total issued and listed Capital with that of total sharecapital admitted held in dematerialized form with NSDL and CDSL and those held in physical form This audit iscarried out on quarterly basis and the report thereof is submitted to the Stock Exchanges

Detail of distribution of share holding of equity share of the Company by size and ownership class as on31032016 is given as under

The Shares of the company have not been traded on stock exchange during the period under review TheCompany has not been allotted ISIN and number of shares held in dematerialized formis nil

The Company has not issued any GDRsADRsWarrants or any Convertible instruments

UP TO 5000 129 6293 38840 38840000 14106

5001 TO 10000 49 2390 44500 44500000 16162

10001 TO 20000 7 341 10000 10000000 0363220001 TO 30000 4 195 9000 9000000 03269

30001 TO 40000 2 098 6800 6800000 02470

40001 TO 50000 1 049 4400 4400000 01598

50001 TO 100000 1 049 5200 5200000 01889

100001 AND ABOVE 10 585 2634700 2634700000 956876

Indian Promoter-IndividualHUF 11 2635700 9572

Non Resident Individual 1 500 002

Bodies Corporate 1 500 002

Resident Individuals-HUF 190 116740 424

HIRA AUTOMOBILES LIMITED

38

Plant ShowroomLocationsShowroom Locations

Address for correspondence

Related Party Transactions

Compliance

Vigil Mechanism

WhistleBlower Policy

Mandatory Requirements

1 Hira Automobiles Limited Rajbaha Road Patiala Ph No 0175-22091002 Hira Automobiles Limited Malout Road Muktsar Ph No 01633-2620203 Hira Automobiles Limited Village Bhadak Rajpura Ph No 01762-2448814 Hira Automobiles Limited Radha Swami Satsang Road Nabha PhNo 01765-5059595 Hira Automobiles Limited Muktsar Road Malout Ph No01637-2637246 Hira Automobiles Limited Patiala Pehowa Road DevigarhPh No0175-26311527 Hira Automobiles Limited Bathinda Malout Road Gidderbaha8 Hira Automobiles Limited Nabha Road Bhadson9 Hira Automobiles Limited Cheeka road Samana

10 Hira Automobiles Limited Malout Road Killianwali

Following is the address for correspondenceRegistered Office ndash Hira Automobiles Limited 0598 Sector 18-B Chandigarh 160018

There are no materially significant related party transactions that may have potential conflict with the interests ofcompany at large There were transactions with related parties at market price at arms length basis which aredisclosed in Form AOC ndash 2 attached herewith The policy on dealing with related party transactions is availableon web link of the Company

The Company has complied with all the provisions of listing agreement and that no penalties and or strictureshas been imposed on the company by Stock Exchange or SEBI or any statutory authority on any matter relatedto capital markets during the last three years

Detail of Vigil Mechanismis provided in the same heading in Directors Report

Company has formulated the Whistle Blower Policy to safeguard the interest of its stakeholders Directors andemployees to freely communicate and address to the Company their genuine concerns in relation to any illegalor unethical practice being carried out in the Company and that no personnel has been denied access to the auditcommittee

The Company has complied with all the mandatory requirements as stipulated in SEBI (Listing and DisclosureRequirements) Regulations 2015

10 OTHERDISCLOSURES

wwwhiraautomobilescom

HIRA AUTOMOBILES LIMITED

39

MANAGEMENTDISCUSSIONANDANALYSIS REPORT

1 Industrystructureanddevelopment

2 Opportunitiesandthreats

3 Segmentwiseor product wiseperformance

4 Outlook

5 Risksandconcern

6 Internal control systemsandtheir adequacy

HIRA AUTOMOBILES LIMITED

40

7 Discussiononfinancial performancewithrespect tooperational performanceDue to overall recessionary economy and internal competition with the new dealer there has been minoradverse impact on the financial stability of the company with respect to operational performance as the workingcapital limits of the company has increased substantially where as there is no growth in sales In comparison tominor growth in operational performance Profitability of the company has been decreasing during the yearinspite of higher burden of interest expenditure salary and wages and other admistrative expenses

8 HumanRecourses

9 Management of theCompany

Human Resource is considered to be the most prized assetof the company by the management Hence the work-forceis being looked after well and ensured that they remain motivated The 360 degree appraisal system ensures theirsatisfaction and brings out their concerns and bikerings which are addressed by the management immediately Thisimproves the employee-management relationship and makes themwork for the better future of the company

As Company has a large network of branches spread over 14 locations in two district of Patiala and Muktsar eachlocation is being managed by a rich experienced deemed CEO who is also known deemed key managerial personnelAll the branches key Managerial Personnel are reporting directly to CMD sitting at Patiala corporate office of thecompany

HIRA AUTOMOBILES LIMITED

41

COMPLIANCECERTIFICATEBYCHIEFEXECUTIVEOFFICERANDCHIEFFINANCIALOFFICER

We Rahulinder Singh Sidhu Managing Director and Sandeep Rana Chief Financial Officer of the Companyhereby certify thatA We have reviewed financial statements and the cash flow for the year ended 31 March 2016 and that to thebest of our knowledge and belief(1) These statements do not contain any materially untrue statement or omit any material fact or containstatements that might be misleading(2) These statements together present a true and fair view of the company affairs and are in compliance withexisting accounting standards applicable laws and regulationsB There are to the best of our knowledge and belief no transactions entered into by the Company during theyear that are fraudulent illegal or volatile to the companyscode of conductC We accept responsibility for establishing and maintaining internal controls for financial Reporting and that wehave evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting andwe have disclosed to the auditors and the audit committee deficiencies in the design or operation of such internalcontrols if any of which they are aware and the steps they have taken or propose to take to rectify thesedeficienciesD We have indicated to the auditorsand the Audit committee(1) Significant changes in internal control over financial reporting during the year(2) Significant changes in accounting policies during the year and that the same have been disclosed in thenotes to the financial statements and(3) There were no instances of fraud of which they have become aware and the involvement therein of themanagement or an employee having a significant role in the companys internal control system over financialreporting

I Rahulinder Singh Sidhu Managing Director of the Company hereby declare that all Board Members andSenior Management Personnel have affirmed compliance with the code of conduct for the Directors and SeniorManagement Personnel as approved by the Board for the Financial Year ended 31 March 2016

For

st

st

HIRA AUTOMOBILES LIMITED

42

AUDITORS CERTIFICATEONCORPORATEGOVERNANCE

The Board of DirectorsHira Automobiles LimitedChandigarh

We have examined the compliance of conditions of Corporate Governance by Hira Automobiles Limited for thefinancial year ended March 31 2016 as stipulated in the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015

The compliance of conditions of Corporate Governance is the responsibility of the management Ourexamination was limited to procedures and implementation thereof adopted by the company for ensuring thecompliance of the conditions of the Corporate Governance It is neither an audit nor an expression of opinion onthe financial statements of the company

In our opinion and to the best of our information and according to the explanations given to us we certify that thecompany has complied with the conditions of Corporate Governance as stipulated in the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015

We further state that such compliance is neither an assurance as to the future viability of the company nor theefficiency of effectiveness with which the management has conducted the affairs of the company

HIRA AUTOMOBILES LIMITED

43 HIRA AUTOMOBILES LIMITED

4

5

OPINION

REPORTONOTHERLEGALANDREGULATORYREQUIREMENTS

44 HIRA AUTOMOBILES LIMITED

Annexureldquo Ardquoto the Independent Auditors Report on the Standalone Financial Statements of Hira Automobiles Limited(Referred to in paragraph 1 (f) under Report on Other Legal and Regulatory Requirements of our report of evendate)

REPORT ON THE INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING UNDER CLAUSE (i)OF SUBSECTION3 OF SECTION 143 OF THE COMPANIES ACT 2013 (ldquoTHE ACTrdquo)

We have audited the internal financial controls over financial reporting of hira automobiles LIMITED (ldquotheCompanyrdquo) as of March 31 2016 in conjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

The Companys management is responsible for establishing and maintaining internal financial controlsbased onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the ldquoGuidance Noterdquo) issued by the Institute of Chartered Accountants of India These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherence to Companyspolicies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financial information as requiredunder the Companies Act 2013

Our responsibility is to express an opinion on the Companys internal financial controls over financial reportingbased on our audit We conducted our audit in accordance with the Guidance Note and the Standards onAuditing prescribed under Section 143(10) of the Companies Act 2013 to the extent applicable to an audit ofinternal financial controls Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if such controls operatedeffectively in all material respects Our audit involves performing procedures to obtain audit evidence about theadequacy of the internal financial controls system over financial reporting and their operating effectiveness Ouraudit of internal financial controls over financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditors judgement including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internalfinancial controlssystem over financial reporting

MANAGEMENTSRESPONSIBILITYFORINTERNALFINANCIALCONTROLS

AUDITORS RESPONSIBILITY

45 HIRA AUTOMOBILES LIMITED

MEANINGOFINTERNALFINANCIALCONTROLSOVERFINANCIALREPORTING

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVERFINANCIAL REPORTING

OPINION

A companys internal financial control over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles A companys internal financial controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of thecompany (2) provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and that receipts andpayments of the company are being made only in accordance with authorisation of management and directors ofthe company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the companys assets that could have a material effect on the financialstatements

Because of the inherent limitations of internal financial controls over financial reporting including thepossibility of collusion or improper management override of controls material misstatements due to error orfraud may occur and not be detected Also projections of any evaluation of the internal financial controlsover financial reporting to future periods are subject to the risk that the internal financial control over financialreporting may become inadequate because of changes in conditions or that the degree of compliance withthe policies or procedures may deteriorate

in our opinion to the best of our information and according to the explanations given to us the Companyhas in all material respects an adequate internal financial controls system over financial reporting and suchinternal financial controls over financial reporting were operating effectively as at March 31 2016 based onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note

46 HIRA AUTOMOBILES LIMITED

Annexure B To Auditors ReportAnnexure referred to in paragraph 3 of our report of even date

1 (a) The Company has maintained proper records showing full particulars including quantitativedetailsand situation of fixed assets at Corporate Office and in the process of maintaining at outlets

(b) We have been informed that the fixed assets of the company have been physically verified by themanagement at reasonable intervals and no material discrepancies were noticed on such verification

2 (a) As informed to us physical verification of inventory of the company has been conducted by themanagement at reasonable intervals (b) In our opinion and according to the explanations givento us the procedures of Physical verification of inventory followed by the management arereasonable and adequate in relation to the size of the company and the nature of its business

(c) In our opinion and according to the explanations given to us the Company is maintainingproper records of inventory We have been informed that no material discrepancies have been noticedon physical verification as compared to records

3 (a) According to the information and explanation given to us the Company has advanced inter corporatedeposits to three companies covered in the register maintained under section 189 of the CompaniesAct2013 and there is no stipulation as to the time period for recovery of principal and interest amount ofunsecured loan given

(b) Further as there is no stipulation as to the time period for recovery of principal amount ofunsecured loan given we are unable to comment on the overdue amount in respect of thesaid loan

4 In our opinion and according to the information and explanations given to us the Company has compliedwith the provisions of Sections 185 and 186 of the CompaniesAct 2013 in respect of grant of loans makinginvestments and providing guarantees and securities

5 According to the information and explanation given to us the Company has not accepted deposits frompublic Advances from customers for sale of vehicles and against sale promotion schemes run by theCompany to promote its sale are received and paid in the ordinary course of business

6 The maintenance of cost records under section 148(1) of the CompaniesAct 2013 has not been prescribedby the Central government for the Companysince it is not manufacturing Company

7 (a) According to the information and explanations given to us the company is generally regular indepositing all statutory dues including provident fund investor education and protection fundemployees state insurance income tax sales tax wealth tax custom duty excise duty cess and anyother statutory due with appropriate authority during the year

(b) According to the information and explanations given to us there are no disputed amount payables inrespect of provident fund investor education and protection fund employees state insurance incometax sales tax wealth tax customduty excise duty cess by the Company

(c ) No amount was lying with the company which was required to be transferred to investor education andprotection fund in accordance with the relevant provisions of the CompaniesAct 1956 (1 of 1956) andrulesmade there under

8 As informed to us the companyhas not defaulted in repayment of dues to financial institutions or banks

9 As informed to us the company has not given any guarantee for loans taken by others from bank orfinancial institutions

47 HIRA AUTOMOBILES LIMITED

10 As informed to us the proceeds of the term loans taken by the company are applied for the purpose forwhich the loans were obtained

11 Based on the audit procedures performed for the purpose of reporting the true and fair view of the financialstatements and as per the information and explanation given by the management we report that no fraudby the company has been noticed or reported during the course of our audit

48 HIRA AUTOMOBILES LIMITED

49

Particulars Note No As at As atMarch 312016 March 312015

I EQUITY AND LIABILITIES(1) Shareholders funds

(a) Share capital 2 2753440000 2753440000(b) Reserves and Surplus 3 6240053700 5676970200

(2) Non-current liabilities(a) Long term borrowings 4 10202167800 9006585600(b) Deferred tax liabilities (net) 5 1662638300 1542080600(c) Other long-term liabilities 6 5734992800 5067035200

(d) Long-term provisions 7 1339912400 1244415300(3) Current liabilities

(a) Short term Borrowings 8 49363423500 59501393100(b) Trade payables 9 1502741100 6123301200(c) Other current liabilities 10 3671194600 4679162300(d) Short term provisions 11 823155600 789863800

Total 83293719800 96384247300ASSETS

(1) Non-Current assets(a) Fixed assets

(i) Tangible assts 12 16817879700 16711642800(ii) Intangible assets 13 - -

(b) Non-current investments 14 1120000 1120000(d) Long-term loans and advances 15 2618538200 2251312400

(2) Current assets(a) Inventories 16 41208502100 40489156300(b) Trade Receivables 17 14372057700 13922503000(d) Cash and Cash equivalents 18 3697504100 11556587000(e) Short-term Loans and Advances 19 4497240800 11399114400(f) Other Current assets 20 80877200 52811400

Total 83293719800 96384247300

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

(IN RUPEES)

Chairman and Managing Director

Balance Sheet

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies 1

50

Particulars Note No Year Ended Year EndedMarch 312016 March 312015

I Revenue from operations 21 310372896800 323733670200II Other income 22 136994600 525412000III Total Revenue(I+II) 310509891400 324259082200IV Expenses

a Cost of Material Consumed 23 1357073500 1293751900b Purchase of Stock-in-Trade 24 281848216100 294479334400c Changes in Inventories of Finished Goods 25 (719345800) (186205700)d Employee Benefits Expenses 26 12664754100 12944732800e Finance Costs 27 5604834800 4157234900f Depreciation and Amortization expense 12 1358225700 1559476600g Other Expenses 28 7395406500 8383136200

Total Expenses 309509164900 322631461100V Profit before tax (III-IV) 1000726500 1627621100

VI Tax expense(a)Current tax 275985000 473844400(b)Deferred tax 120557700 -

VII Profit for the Year(V-VI) 604183800 1153776700VIII Prior period tax expenses 41100300 75346500IX Earnings per Equity Share(in Rupees) 563083500 1078430200

Basic 219 392Diluted 219 392

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

Profit amp Loss Account

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies

51

Particulars As at March 312016 As at March 312015A Cash Flow from Operating Activities

Net Profit before Tax 1627621100Adjustment forDepreciation 1559476600Interest expenses 4157234900Loss Profit on Sale of Fixed Assets -

Operating ProfitLoss before Working Capital Changes 7344332600Adjustment for(Increase)Decrease in Trade amp Other receivables 940107800(Increase)Decrease in Inventory (186205700)Increase(Decrease) in Trade Payables amp other provisions (4054306400)(Increase)Decrease in Other Loans amp Advances (4635970800)Cash generated from operations (592042500)Taxes Paid (549190900)Previous Year Taxes (Net) -Net Cash from Operating Activities (A) (1141233400)

B Cash Flow from Investing Activities(Purchase) of FixedCapital Expenditure (2227931100)Sale of Fixed Assets 883140700Sale(Purchase) of Investment (315826300)

Net Cash used in Investing Activities (B) (1660616700)C Cash Flow from Finance Activities

Proceeds from Long Term Borrowing (Net) (4869873700)Secured Loan 18024550800Unsecured Loan - 991878400Interest paid (4157234900)Net Cash from Financing Activities (C ) 9989320600

Net increase in Cash and Equivalents (A+B+C) 7187470500Opening Balance of Cash and Cash Equivalents 4369116500

Closing Balance of Cash and Cash Equivalents

1000726500

13582257005604834800

69725800

8033512800

(449554700)(719345800)

(5595236000)68738078008143184100(275985000)

(41100300)7826098800

(1622365700)88177300

(367225800)

(1901414200)

1959036900(10137969600)

(5604834800)(13783767500)

(7859082900)11556587000

3697504100 11556587000

Notes1 Figures in brackets indicate cash outflow2 The above Cash Flow Statement has been prepared under the indirect method set out in AS 3-Cash

Flow Statement as prescribed by Companies (Accouning Stanadards)Rules2006

This is the Cash Flow Statement referred to our report of even date

Cash Flow Statement

HIRA AUTOMOBILES LIMITED

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

For the Year Ended 31 March 2016st

52

Notes to Accounts2 SHARE CAPITAL

As at March 31 2016 As at March 312015(1)AUTHORISED6000000 Equity shares of Rs10-each 6000000000 6000000000

FULLY PAID UP

ISSUEDSUBSCRIBED -2753440 Equity shares of Rs10 each

6000000000 6000000000

2753440000 2753440000

2753440000 2753440000

Shares at the beginning of the accounting Period2753440 Equity shares of Rs10- each 2753440000 2753440000Additions during the year - -Shares outstanding at the end of year 2753440000 2753440000Total 2753440000 2753440000

(a) Rights Preferences and Restrictions Attached to sharesEquity Shares The Company has only one class of equity shares having a par value of Rs 10 per shareEach Shareholder is entitled to one vote per share In the event of liquidation of the company the holder ofequity shares will be entitled to receive any of the remaining of the Company after distribution of allpreferential amounts However no such preferential amount exist currently The distribution will be inproportion to the number of equity shares held by the equity shareholders(b) Detail of Shares held by Shareholders holding more than 5 of the Aggregate Shares in theCompany

Name of Shareholders No of Shares Shareholding as at March31 2016

Rajinder Kaur Bhattal 826000 3000Kuldeep Singh Bhattal 272100 988Rahul Sidhu 270000 981Simran Bajwa 265000 962Manjeet Kaur Sangha 862900 3134

3 RESERVES AND SURPLUSAs at March 312016 As at March 312015

General reserveAt the beginning of the accounting period 723675000

-

-

-

-

723675000Additions during the yearAt the end of the accounting period 723675000 723675000Surplus in Statement of Profit and LossAt the beginning of the accounting period 4953295200 3874865000Additions during the year 563083500 1078430200(balance in statement of profit amp loss ac)prior period expenses written offtransfer tofrom reservesAt the end of the accounting period 5516378700 4953295200

Total 6240053700 56769702004 LONG TERM BORROWINGS

As at March 312016 As at March 312015SECUREDTerm loan(Secured against hypof car and guaranteed bythe directors of the co)

(Secured against Focal Point Properties andguaranteed by directors)

-

5018479300

142138000

5774447600

UNSECUREDLoans from directors 5183688500 3090000000Loans from shareholders and public - -Total 10202167800 9006585600

Term loan

HIRA AUTOMOBILES LIMITED

53

5 DEFERRED TAX LIABILITIES (NET)As at March 312016 As at March 312015

Deferred tax liabilities 1662638300 1542080600Total 1662638300 1542080600

6 OTHER LONG TERM LIABILITIESAs at March 312016 As at March 312015

Sales promotion scheme- Customeradvances

5046479000 4415090000

Security from Employees 688513800 651945200Total 5734992800 5067035200

7 LONG TERM PROVISIONSAs at March 312016 As at March 312015

Gratuity provision 1339912400 1244415300Total 1339912400 1244415300

10 OTHER CURRENT LIABILITIESAs at March 312015

Current maturities of long term debts 880473400 1674618400Interest accrued and due on borrowings - -Value added tax and CST 2185026500 2517359600TDS payable 111535600 157798400Current year taxes payable(net of advance tax) - -

Other payables 494159100 329385900Total 3671194600 4679162300

11 SHORT TERM PROVISIONS

(a) Provisions for employee benefits 823155600 789863800

8 SHORT TERM BORROWINGSAs at March 312016 As at March 312015

Secured loans from banksPunjab National Bank -(secured against hypothecation of stockand book-debts)Gur Mandi Patiala 30680878500 29077205300Gagan Chowk Rajpura 1863121400 1705992300New Grain Market Muktsar and Malout 842363700 757042200Inventory funding 15977059900 27961153300(secured against hypothecation of stockand book-debts)Total 49363423500 59501393100

9 TRADE PAYABLESAs at March 312016 As at March 312015

Sundry Creditors 357269200 2822407500Advance from Parties-Interest free 1145471900 3300893700Total 1502741100 6123301200

HIRA AUTOMOBILES LIMITED

As at March 312016 As at March 312015

Total 823155600 789863800

As at March 312016

54 HIRA AUTOMOBILES LIMITED

14 NON CURRENT INVESTMENTAs at March 312016 As at March 312015

Investment in Shares 1120000 1120000Investment in Mutual Funds - -

Total 1120000 1120000

15 LONG TERM LOANS AND ADVANCESAs at March 312016 As at March 312015

Security Deposits 366283000 337485500(Unsecured considered good unlessOtherwise Stated)Intercorporate Deposits 2252255200 1913826900Total 2618538200 2251312400

16 INVENTORIESAs at March 312016 As at March 312015

(As taken valued amp certified by the management)

Stock in Trade (in respect of goodsacquired for trading )

38093012700 37213584000

Stores Spares amp Loose tools 3115489400 3275572300

Total 41208502100 40489156300

17 TRADE RECEIVABLESAs at March 312016 As at March 312015

(unsecured considered good unlessotherwise stated)(1)Debts outstanding for a period exceeding

six months from the date they are due 513584600 623548900(2)Other debts 13858473100 13298954100Total 14372057700 13922503000

55

18 CASH amp CASH EQUIVALENTS As at March 312016 As at March 312015

(a) Balance with BanksFixed deposits 1260950600 812770600(Earmarked balances with banksheld as margin moneyagainst borrowingsand other commitments)Current accounts 1243916600 6403274200Gold Coins 29547200 29547200(b) Cheques Draft on HandCheques in HandCash in hand

202088500961001200

30714258001239569200

Total 3697504100 11556587000

19 SHORT TERM LOANS amp ADVANCESAs at March 312016 As at March 312015

(Unsecured considered good unlessotherwise stated)advances recoverable in cash orin kind for the value to be received(1)Advance to parties 2541662700 9294257800(2) Receivable from revenue authorities 551783000 569108700(3)Current years taxes recoverable(net ofliability)

332615600 380504500

(4) Other advances 1071179500 1155243400Total 4497240800 11399114400

HIRA AUTOMOBILES LIMITED

56

20 OTHER CURRENT ASSETSAs at March 312016 As at March 312015

Prepaid Expenses 80877200 52811400

Total 52811400

21 REVENUE FROM OPERATIONSAs at March 312016 As at March 312015

Sale of products 290733945600 301324413800Sale of services 9681919400 10435033800

Other operating revenues 9957031800 11974222600310372896800 323733670200

Less Excise duty - -Total 310372896800 323733670200

22 OTHER INCOMEAs at March 312016 As at March 312015

Interest income 87335400 279807100Other Non-operating income 49659200 245604900Total 136994600 525412000

23 COST OF MATERIAL CONSUMEDAs at March 312016 As at March 312015

Purchases Raw-Materials and PackingMaterials

1357073500 1293751900

Add Opening balance of stock - -1357073500 1293751900

Less Closing balance of stock - -Total 1357073500 1293751900

80877200

24 PURCHASE OF STOCK IN TRADEAs at March 312016 As at March 312015

Purchases of Traded goods 281848216100 294479334400

Total 281848216100 294479334400

25 CHANGES IN INVENTORIESAs at March 312016 As at March 312015

Finished Goodsat the beginning of the accounting period - -at the end of the accounting period - -Stock-in-Tradeat the beginning of the accounting period 40489156300 40302950600at the end of the accounting period 41208502100 40489156300Total (719345800) (186205700)

26 EMPLOYEE BENEFIT EXPENSESAs at March 312016 As at March 312015

Salary and Wages 8156996000 9654096800HRA Expenses and other allowance 2733336200 1148756100Contribution to Provident fund 587123100 490338400Contribution to Employees state Insurance fund 157923000 161030000Workers and Staff Welfare 299823200 269213600Gratuity Expenses 95497100 64570600Bonus 420931500 903597900Employees Training and Uniform expenses 213124000 253129400Total 12664754100 12944732800

HIRA AUTOMOBILES LIMITED

57

27 FINANCE COSTSAs at March 312016 As at March 312015

Interest ExpenseInterest to Banks 4309580000 3483884100Interest on Unsecured loans 1196279800 577607600Interest to Customers (36290200) (95330900)Interest to MSIL (121679800) (50429300)Interest to Bank on Vehicle loan 29667800 43272600Bank Charges 227277200 198230800

Total 5604834800 4157234900

28 OTHER EXPENSESAs at March 312016 As at March 312015

Accessories Expenses 9551600 18313400Festival Expenses 30357200 8141000Donation 13123500 9144500Freight Inward 23896900 26399000Power amp Fuel 913761800 911434100Software Usage Charges 91413600 86473500Entertainment Exp 19129900 29106000Rent Rates amp Taxes 701191800 671145200General Expenses 162725500 138611000Godown Rent 57600000 48125000Insurance 161551400 173705300Legal expenses 43474400 60436900Misc Expenses 7073900 3598300News Paper amp Periodicals 9374100 7947200Outside Labour Expenses 284322400 102072700Payment to the Auditors 48313400 15000000Postage amp Courier Expenses 10683600 13298800Professional Charges 147965200 1006744000Printing amp Stationery 165125400 223093400Repair to Buildings and fixed assets 309177500 427256800MDS Expenses 21264900 35806500Telephone Expenses 326712100 525640000Workshop Expenses 325704400 579373600Vehicle Running Expenses 182200200 225090800Other expenses 18263600 405070100Advertisement ExpensesDiscounts

99310800745200400

118382500821623000

Customer welfare 146224200 161357500Demo Expenses amp PDI Expenses 372510300 437441500Sales Promotion 696744200 773152400Sale Commission amp Incentives 160190000 35180000Pool Cancellation and lifting charges 202092600 166694500Marketing Staff Tour expensesTrue Value Expenses

531070200358105500

581622300442725000

Total 7395406500 8383136200

HIRA AUTOMOBILES LIMITED

58 HIRA AUTOMOBILES LIMITED

Post-Employment BenefitsDefined Contribution PlansA defined contribution plan is a post-employment benefit plan under which the Company pays specifiedContributions to a separate entity The Company makes specified monthly contributions towards ProvidentFund Superannuation Fund and Pension Scheme The Companys contribution is recognized as an expense inthe Profit and Loss Statement during the period in which the employee renders the related service

The Company does not deal with Foreign Currency hence AS-11 ldquoEffect of changes in Foreign Exchangesissued bythe Institute of Chartered Accountantsof India isnot applicable

Cash Flow Statements has been prepared following the indirect method set out in the Accounting Standard-3 on ldquoCash Statements ldquoissued by the Institute of Chartered Accountants of India

(i) Income tax expenses for the period comprise of Current Tax amp Deffered Tax(ii) Current tax is measured at the amount expected to be paid to the tax authorities using the applicable tax

Rates of the Income TaxAct 1961(iii) Deferred Tax is calculated on the timing differences being the difference between accounting income and

taxable income which originates in one period and are capable of reversal in one or more subsequentaccounting periods in accordance with the provisions of Accounting Standard -22 on ldquoAccounting forTaxeson Incomerdquo issued by the Institute of Chartered Accountants of IndiaDeferred tax assets are recognized only to the extent that there is a reasonable certainty that sufficientfuture income will be available except that deferred tax assets in case there are unabsorbed depreciationor losses are recognized if there is virtual certainty that sufficient future taxable income will be available torealize the same

Depreciation on Fixed Assets is provided on the basis of Straight Line Method (SLM) Depreciation isprovided based on useful life of the assets as prescribed in Schedule II to the Companies Act 2013

Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and itis probable that an outflow of resources will be required to settle the obligation and a reliable estimate canbe made Provisions are not discounted to their present value and are determined based on the bestestimate required to settle the obligation at the reporting date These estimates are reviewed at eachreporting date and adjusted to reflect the current best estimatesContingent liabilities are disclosed unless the possibility of outflow of resources is remoteContingent assets are neither recognized nor disclosed in the financial statements

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value Animpairment loss is charged to the Profit and Loss Statement in the year in which an asset is identified asimpaired The impairment loss recognized in prior accounting period is reversed if there has been a changein the estimate of recoverable amount

G) ForeignCurrencyTransaction

H) CashFlowStatements

J) Depreciation

K) ProvisionsandContingent liabilities

L) Impairment ofAssets

I) TaxesonIncome

59 HIRA AUTOMOBILES LIMITED

M) EarningsPer Share

N) Segment Reporting

has been made in accordance with the requirement of Accounting Standard (AS) -20 on Earnings PerShare issued by the Institute of Chartered Accountants of India Diluted Earning per share is the same asBasic Earning per share because there is no potential equity shares which would have dilutive effect onearning per shares to equity shareholders

The Company is Authorized Dealer of Maruti Suzuki India Limited (MSIL) and hence is engaged in thebusiness of sale amp service of MSIL vehicles As the basic nature of sale of variants of vehicles is governedby the same set of risk amp returns these have been grouped as single segment as per AccountingStandard(AS-17) on segment reporting issued by the Institute of Chartered Accountants of India

2 Detail in respect of Opening Stock Sales and Closing Stock as follows

3 (a) During the year the company has recognized the following amounts as Defined Contribution Pan in theProfit and Loss Account

i) Employers Contribution to Provident Fund - Rs 5871 Lacsii) Employers Contribution to Employee State Insurance - Rs 1579 Lacs

The calculation of Earnings Per Share (EPS) as disclosed in the Balance Sheet Abstract

(b) During the year the Company has made provision for Gratuity in books asdesigned benefit plan

4 Subsequent to Accounting Standards -22 Accounting for Taxes on Income Issued by the Institute ofCharteredAccountants of India Deferred Tax Expenses of Rs 120557700 for the periods is recognized inthe profit and LossAmount

Calculation of Deferred TaxLiability is as followsWritten down value of Fixed Assets as on 31032016 (As per Company Act) 168178793Written down value of Fixed Assets as on 31032016 (As per Income Tax Act) 114371729bull Timing Difference 53807064bull Tax 3090 16626383bull Deferred Tax Liability as on 31032016 16626383bull Deferred Tax Liability as on 31042015 15420806bull Deferred Tax Liability to be provided for 1205577

5 Legal amp Professional Fees includes Payments to Auditors comprising as follows-i) Statutory Audit fee Rs 10000000ii) Tax audit and Vat audit Fee Rs 5000000

6 Related Party Disclosure in accordance with Accounting Standard-18

Pacific Finlease Pvt LtdRahul Sidhu Enterprises Pvt LtdRSG Studios Pvt Ltd

(a) Enterprises owned or Significantly Influenced by Directors and their Relatives

60 HIRA AUTOMOBILES LIMITED

Particulars Opening Stock Sales Closing StockQty

825VehiclesSpares ampAccessory

Amount(Rs In Lacs)

37213632756

Qty

5627

Amount(Rs In Lacs)2647068260272

Qty

1131

Amount(Rs In Lacs)

38093031155

b)

Pacific Finlease Pvt Ltd

Rahul Sidhu Enterprises Pvt Ltd

RSGStudios Pvt Ltd

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 1915Interest Recovered during the financial year 207

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 14379Interest Recovered during the financial year 035

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 6229Interest Recovered during the financial year 618

7 Calculation of Earning Per Share is as follows Profit after Tax as per Profit amp Loss Account as on 3132016 5630835

For Basic Earning Per share 2753440For Diluted Earning Per Share 2753440

Basic 219Diluted 219

8 Balance confirmation letters have been obtained from some of the parties on test check basis9 Figures of Previous year have been re-grouped and re classified wherever necessary in order to

conform to the current years presentation

As per our report of even date

No of Equity Share (Face value Rs 10- each)

Detail of transaction for the financial year 2015-16

Earning Per Share

61 HIRA AUTOMOBILES LIMITED

Page 18: HIRAAUTOMOBILESLIMITED - bseindia.com · S. Isher Singh Director Mrs. Neha Sidhu Whole time Director Mrs ... Name Rahulinder Singh Sidhu Age 34 Brief Resume Working as Director in

19

d)FIIse)Foreign Venture

Capital Fundsf) Others (specify)

Sub-total(B)(1)

2 Non Institutionsa) Bodies Corp

(i) Indian

(ii) Overseas

500 500 002 500 500 002

(ii) Individual

(i) Individualshareholders

holding nominalshare capital uptoRs 2 lakh

116740 116740 424 116740 116740 424

shareholdersholding nominalshare capital inexcess of Rs 1lakh

c) Others(Specify)-NRI

500 500 002 500 002

Sub-total(B)(2) 117740 117740 428 117740 428TotalPublicShareholding(B)=(B)(1)+(B)(2)

117740 117740 428 117740 428

CShares heldby

CustodianforGDRsampADRsGrandTotal

(A+B+C) 2753440 2753440 100

500

117740

117740

2753440 2753440 100

b) Individuals

HIRA AUTOMOBILES LIMITED

20

Sr

No

Shareholderrsquos

Name

Shareholding at the beginning of the

year

Shareholding at the end of the year

No ofShares

of totalShares ofthecompany

of SharesPledged encumberedto totalshares

No ofShares

1 Rajinder KaurBhattal

826000 3000 000 826000

2 Kuldeep SinghBhattal

272100 988 000 272100

3 RahulinderSingh Sidhu

270000 981 000 270000

4 Simran Bajwa 265000 962 000 2650005 D S Sangha 51600 187 000 516006 Preet Sangha 25400 092 000 254007 Vikram Bajwa 24700 090 000 247008 Manjeet Kaur

Sangha862900 3134 000 862900

9 AmandeepSingh Sangha

21600 078 000 21600

10 Karamjit Singh 15400 056 000 1540011 Neha Sidhu 1000 004 000 1000

of totalShares ofthecompany

of SharesPledged encumberedto totalshares

change inshareholdingduring theyear

3000 000 000

988 000 000

981 000 000

962 000 000187 000 000092 000 000090 000 0003134 000 000

078 000 000

056 000 000004 000 000

No of shares No of shares of total sharesof the company

At the beginning of the year NIL NIL NIL NIL

At the End of the year

ii Shareholding of Promoters

iii Change in Promoters Shareholding (please specify if there is no change)

of total sharesof the company

NIL NIL NIL NIL

NIL NIL NIL NIL

Date wise Increase Decreasein Promoters Share holdingduring the year specifying thereasons for increasedecrease (eg allotmenttransfer bonus sweat equityetc)

HIRA AUTOMOBILES LIMITED

21

Indebtedness at thebeginning of the financialyeari) Principal Amountii) Interest due but not paidiii) Interest accrued but not

142138000 8157035200 8299173200

Total(i+ii+iii) 142138000 8157035200 8299173200Change in Indebtednessduring the financial year- Addition- Reduction (142138000)

2761646100(142138000)

Net Change (142138000) 2761646100 2619508100

Indebtedness at theend of the financial yeari) Principal Amountii) Interest due but not paidiii) Interest accrued but notdue

- 10918681300 10918681300

Total (i+ii+iii) - 10918681300 10918681300

iii INDEBTEDNESSIndebtedness of the Company including interest outstandingaccrued but not due for payment

2761646100

HIRA AUTOMOBILES LIMITED

22

Stock Option 000 000 000

Sweat Equity 000 000 000

Commission- as of profit- others specify

000 000 000

Others please specify 000 000 000

Total(A) 84000000 96000000 180000000

Ceiling as per the Act

REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A Remuneration to Managing Director Whole-Time Directors andor Manager

NEHA SIDHU RAHULINDERSINGH SIDHU

(b)Value of perquisites us17(2) Income-tax Act1961

( )17 3 Income- taxAct1961 000 000

Gross salary(a)Salary as per provisions contained

1961

84000000 96000000 180000000

(c)Profits inlieu of salary under section

000

000

000 000

in section17(1) of the Income-tax Act

HIRA AUTOMOBILES LIMITED

23

Independent DirectorsmiddotFee for attending board committee meetings

middotCommission

middotOthers please specify

NIL NIL NIL NIL NIL

Total(1) NIL NIL NIL NIL NILOther Non-Executive Directors

middotFee for attending board committee meetingsmiddotCommissionmiddotOthers please specify

NIL NIL NIL NIL NIL

Total(2) NIL NIL NIL NIL NIL

Total(B)=(1+2) NIL NIL NIL NIL NIL

Total Managerial Remuneration NIL NIL NIL NIL NIL

Over all Ceiling as per the Act NIL NIL NIL NIL NIL

CEO Company CFO TotalSecretary

Gross salary(a)Salary as per provisionscontained in section17(1)of

the Income tax Act 1961

000 000 285487 285487

000 000 000 000

Sweat Equity 000 000 000 000

- (b)Value of perquisites us

17(2)Income-taxAct1961

000

000

000

000

000

000

000

000

Commission- as of profit-others specifyhellip

000 000 000 000

Others please specify 000 000 000 000

Total 000 000 285487 285487

C Remuneration to Key Managerial Personal Other Than MDManagerWTD

(C)Profits inlieu of salary undersection 17(3) Income-taxAct 1961

Sweat EquityStock Option

IV PENALTIESPUNISHMENTCOMPOUNDINGOFOFFENCES--------------------------------------------NIL---------------------------------------

HIRA AUTOMOBILES LIMITED

B Remuneration to other directors

24

Parti culars Details

A Name(s) of the related party and nature of relationship Rahul Sidhu Enterprises Pvt Ltd

B Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not SpecifiedD Salient terms of the contracts or arrangements or transactions

including the value if anyAt bank rate of Interest

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the Board 30042015G Amount paid as advances if any 226620-

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

2 Details of contracts or arrangements or transactions not at arms length basis

Par t i cul ars Details

A Name(s) of the related party and nature of relationship RSG Studios Pvt Ltd

B Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not Specified

D Salient terms of the contracts or arrangements or transactionsincluding the value if any

At bank rate of Interest

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the Board 30042015

G Amount paid as advances if any 971927-

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

HIRA AUTOMOBILES LIMITED

NA

NA

CONSERVATIONOFENERGY TECHNOLOGYABSORPTIONANDFOREIGNEXCHANGEOUTGO

(A) Conservationof energy

(B) Technologyabsorption

(C) ForeignexchangeearningsandOutgo

Steps taken impact on conservation of energy with special reference to the following(i) Steps taken by the company for utilizing alternate sources of energy including waste generated - NIL(ii) Capital investment on energy conservation equipment - NIL

1 Efforts in brief made towards technology absorption - NIL2 Benefits derived as a result of the above efforts eg product improvement cost reduction product

development import substitution etc - NIL3 In case of imported technology (imported during the last 3 years reckoned from the beginning of the

financial year) following information may be furnished(a) Details of technology imported - NIL(b) Year of import - NIL(c) Whether the technologybeen fully absorbed- NIL(d) If not fully absorbed areaswhere absorption hasnot taken place and the reasons therefore- NIL

4 Expenditure incurred on Research and Development

25

Earnings NIL

Outgo NIL

including the value if any

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the BoardG Amount paid as advances if any Nil

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

A Name(s) of the related party and nature of relationship Pacific Finlease Pvt LtdB Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not Specified

D Salient terms of the contracts or arrangements or transactions At bank rate of Interest

NA

HIRA AUTOMOBILES LIMITED

26

RATIOOF REMUNERATION

(i) the ratio of the remuneration of each director to the median remun--eration of the employees of the company for the financial year

4701

(ii) the percentage increase in remuneration of each director Chief FinancialOfficer Chief Executive Officer Company Secretary or Manager if anyin the financial year

Nil

(iii) the percentage increase in the median remuneration of employees inthe financial year

Nil

(iv) the number of permanent employees on the rolls of company 866(v) the explanation on the relationship between average increase inremuneration and company performance

NA

(vi) comparison of the remuneration of the Key Managerial Personnelagainst the performance of the company

As per individual performance

Nil

(viii) average percentile increase already made in the salaries of employeesother than the managerial personnel in the last financial year and itscomparison with the percentile increase in the managerial remunerationand justification thereof and point out if there are any exceptionalcircumstances for increase in the managerial remuneration

Nil

(ix) comparison of the each remuneration of the Key Managerial Personnelagainst the performance of the company

As per individual performance

(x) the key parameters for any variable component of remuneraavailed by the directors

tion Nil

(xi) the ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess ofthe highest paid director during the year

Nil

(xii) Affirmation that the remuneration is as per the remuneration policyof the company

Yes

Vii) Variations in the capitalisation of the company price earningsratio as at the closing date of the current financial year and previousfinancial year and percentage increase over in the marketquotations of the shares of the company in comparison to the rate atwhich the company came out with last public offer incase of listecompanies and in case of unlisted companies the variations in the networth of the company as at the close of the current financial year andprevious financial year

HIRA AUTOMOBILES LIMITED

27 HIRA AUTOMOBILES LIMITED

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee StockPurchase Scheme) Guidelines 1999

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)

Regulations 1993 regarding the Companies Act and dealing with client(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009 and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998

(vi) Factories Act 1948 The Punjab Shops and Commercial Establishments Act 1958 The Payment of WagesAct 1936 The Minimum Wages Act 1948 Employees State Insurance Act 1948 The EmployeesProvident Fund amp Miscellaneous Provisions Act 1952 Payment of Bonus Act 1965 The Payment ofGratuity Act 1972 The Industrial Employment (Standing Orders) Act 1946 The Employment Exchange(Compulsory Notification of Vacancies) Act 1956 The Environment (Protection) Act 1986 The HazardousWastes (Management Handling amp Trans boundary Movement) Rules 2008 The Water (Prevention ampControl of Pollution) Act 1974 The Air (Prevention amp Control of Pollution) Act 1981 and The Punjab LabourWelfare Fund Act 1965

I have also examined compliance with the applicable clauses of the following

(i) Secretarial Standards issued by The Institute of Company Secretaries of India(ii) The Listing Agreement entered into by the Companywith BSE Limited

During the period under review the Company has complied with the provisions of the Act RulesRegulations Guidelines Standards etc mentioned above except to the extent as mentioned below

1 That Company has not complied with Regulation 38 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 relating to maintaining of minimum publicshareholding by a listed Company

2 That Company Secretary of the Company has resigned and new Company Secretary is to be appointed asrequired under Section 203 of The Companies Act 2013

3 That Company has not deducted and deposited labour welfare fund as required under The Punjab LabourWelfare Fund Act 1965

4 That Statutory bonus as required under Payment of Bonus Act 1965 has not been paid by the Companyduring the year

5 That there are related party transactions which are not in ordinary course of business and which are not atarms length basis

6 That there is carry forward of loans given to parties which are covered under section 185 of the CompaniesAct 2013

7 That the Company has 14 locations and some locations need to get registration under The Punjab Shopsand Commercial Establishments Act 1958 and some locations require factory license under Factories Act1948 whereas some locations require consent authorization for operation of a facility under pollution lawsand The Hazardous Wastes (Management Handling amp Trans boundary Movement) Rules 2008

8 That the periodical returns required to be filed under The Employment Exchange (Compulsory Notificationof Vacancies) Act 1956 has not been filed and are pending

I further report thatThe Board of Directors of the Company is duly constituted with proper balance of Executive Directors NonExecutive Directors and Independent Directors The changes in the composition of the Board of Directors thattook place during the period under review were carried out in compliance with the provisions of the Act

-

28 HIRA AUTOMOBILES LIMITED

Adequate notice is given to all directors to schedule the Board Meetings agenda and detailed notes on agendawere sent at least seven days in advance and a system exists for seeking and obtaining further information andclarifications on the agenda items before the meeting and for meaningful participation at the meeting

Majority decision is carried through while the dissenting members views are captured and recorded as part ofthe minutes

I further report that there are adequate systems and processes in the company commensurate with the size andoperations of the company to monitor and ensure compliance with applicable laws rules regulations andguidelines

This report is to be read with our letter of even date which is annexed as and forms an integralpart of this report

29 HIRA AUTOMOBILES LIMITED

30 HIRA AUTOMOBILES LIMITED

HIRA AUTOMOBILES LIMITEDCODEOF CONDUCT

PERSONTOWHOMTHECODEISAPPLICABLE

( ) GENERALSTANDARDOFCONDUCT

( ) APPLICABLELAWS

( ) CONFLICTOFINTEREST

( ) PROTECTINGCONFIDENTIALINFORMATION

This code is applicable to the following persons (hereinafter referred to as Officers of the company)-All the Board Members-The entire Core group Members of the Companyand heads of the department

1 Officers are expected to exercise good judgment to ensure the safety and welfare of employees consumerscustomers suppliers shareholders lenders and other stakeholders and to maintain a co-operativeefficient positive harmonious and productive work environment practice integrity in inter-personalrelationships work on the principal of mutual trust transparencyand teamwork

2 Officers are expected to acquire and maintain professional competence3 Officers are expected to observe discipline and conduct themselves both on and off-duty in a manner to

uphold the high image of the company4 Officers are expected to assist the company in identifying controlling mitigating and managing business

risks within the companys risk management policy framework5 Officers are expected to assist the company in providing to its employees a work environment free of

harassment and free of discrimination based on race religion creed color physical or mental disability agesex etc

6 Officers should not engage in selling or distribution or be in possession of or use narcoticspsychotropicdrugs or be under influence of alcohol while on duty

7 As Officers represent the Company before the public and various authorities they are expected to dressneatly and appropriately in a manner consistent with the nature of their work and the image of the company

8 Officers should not claim from the company unauthorized personal expenses9 Customersupplierinvestor Relationships- Officers who need to deal with customers suppliers and investors

should understand that they are dealing and therefore should uphold the image and goodwill generated andbuilt-up by the Companyover the year

Officers must acquire adequate Knowledge of all the applicable laws rules regulations order and notificationsunder regulatory framework as applicable to their functions and duties and should follow and comply with thesame and avoid violation breach or infringement thereof

Officers of the Company will avoid conflict of interest Conflict of interest is said to exit when personal interest mayhave a potential conflict with the interest of the company at large Where any transaction involves conflict ofinterest prior approval of the Managing Directors Executive Director and in case of a Director of the Boardshould be obtained

The Companys confidential information is a vita and asset It may relate to product product formula processproduct plans and road maps cost and financial information information as to customers suppliers dealers andemployees business arrangements and agreements as well as to patents trademarks copyrights and tradesecrets For the purpose of this Code confidential information would also include the information obtained by theCompany from a third party under a Non Disclosure Agreement Such confidential information should beprotected and safeguarded against unauthorized personal use and should not be disclosed to any one expect (i)with prior authorization (ii) in the ordinary course of carrying on the business of the Company In the course ofconducting the Companys Business Officers may come in possession of confidential information about itsemployees customers suppliers etc Officers should handle the same with utmost responsibility and prevent itsmisuse

I

II

III

IV

31 HIRA AUTOMOBILES LIMITED

( ) PREVENTIONOFINSIDERTRADING

( ) COMPANYSASSETS

( ) NONCOMPLIANCE

( ) ANYAMENDMENTSORMODIFICATIONTOTHECODEOFCONDUCT

( )ACKNOWLEDGEMENTOFRECEIPTOFCODEOFCONDUCTANDETHICS

1 COMPANY PHILOSOPHY ONCODEOF GOVERNANCE

2 BOARDOF DIRECTORS

V

VI

VII

VIII

IX

Officers are privy to price sensitive inside information and should not use it to make personal gains TheCompany has framed Code of Conduct for prevention of insider trading in the Securities of the CompanyOfficers should follow the same in letter and spirit

Protecting and safeguarding the Companys assets and properties and preventing their unauthorized usepersonal use is one of the key and prime responsibility of Officers Officers are personally responsible of theCompanys funds under their control Officers should use electronic communication facilities like e-mail Internetetc in a legal ethical and appropriate manner and not expose the Company to liability resulting from the illegalunauthorized or unethical use thereof

In case of non-compliance of any of the provisions of this Code of conduct the same shall be reported to theChairman of the Board of Directors of the Company

This Code of Conduct is subject to modification The Board of Directors has the requisite power and the authorityto update and amend the Code of Conduct from time to time

I have received and read the Companys Code of Conduct and Ethics and have understood the standards andpolicies contained therein I agree to comply with the Companys Code of Conduct and Ethics I hereby affirm tothe Company compliance with the Code Conduct and Ethics on an annual basis and also undertake to renewsuch affirmation in the first weekof April every year

Pursuant to Regulation 34 read with Schedule V to the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 a Report on Corporate Governance is givenbelow

The report on Corporate Governance is requirement under Listing Agreement entered into with stockExchange and forms part of the report of the Board of Directors to the shareholders of the Company Thisreport gives an insight into the organizational structure of the Company The vision of the company is to be afinancially sound profitable growth oriented company committed to building and maximizing sustainablevalue for all the shareholders In its endeavor to attain the goal visualized the company is laying maximumemphasis on the effective system of Corporate Governance

(a) CompositionThe present strength of Board of Directors of the Company is five comprising of two Promoter Directors and threeIndependent Directors having diversified professional experience Out of total strength of five Directors two areexecutive and three are Non-Executive The composition of Board of Directors as on 31 March 2016 is asunder

REPORT OF THEBOARDOFDIRECTORS ONCORPORATEGOVERNANCE

st

32 HIRA AUTOMOBILES LIMITED

SN Name DIN Designation Nature of Directorship

1 Rahul Inder SinghSidhu

00447452Chairman and ManagingDirector

Promoter Executive

2 Neha Sidhu 00460875 Whole-time director Promoter Executive

3 Isher Singh 02990779 Director Independent Non Executive4 Rajbir Kaur 06397998 Director Independent Non Executive

5 Rupinder Kaur 06403845 Director Independent Non Executive

6 Ramesh Kumar 00126036 Director Independent Non Executive

Sh Ramesh Kumar has resigned on 31122015 from the office of Director(b) Attendance of each Director at the Board Meetings held during the year 2015-16 and last Annual General

Meeting and number of other Boards or Board Committees in which heshe is a member is as under-

The detail of number of shares and convertible instruments held by non ndash executive directors is given asbelow

Shri Rahulinder Singh Sidhu Managing Director of the Company and Smt Neha Sidhu Whole Time Director on theBoard of Directors are related to each other as husband and wife

(c) During the year fifteen meetings of the Board ofDirectors were held on the following dates-

The familiarization programme imparted to independent directors is disclosed on weblinkof the Company

wwwhiraautomobilescom

33

30042015 30052015 31052015 21072015 31072015 15092015

30092015 31102015 02112015 30112015 02012016 0202201615022016 22022016 10032016

SN Name of non ndash executive Director No of Equity Shares Held No of convertibleinstruments Held

1 Rajbir Kaur Nil NA

2 Rupinder Kaur Nil NA3 Isher Singh Nil NA

Total Nil NA

SN

Name of Director No of BoardMeeting attended

No of otherDirectorship

Membershipin other

Committees

Attendance atlast AGM

1 Rahulinder Singh Sidhu 15 4 - Yes

2 Neha Sidhu 12 4 - Yes

3 Isher Singh 12 - 3 -

4 Rajbir Kaur 6 - 3 -

5 Rupinder Kaur 6 - 3 -

6 Ramesh Kumar 1 4 - -

HIRA AUTOMOBILES LIMITED

34

3 AUDITCOMMITTEE

4NOMINATIONANDREMUNERATIONCOMMITTEE

Remunerationpolicy

The terms of reference of the audit committee include all the matters as provided under Section 177 (4) of TheCompanies Act 2013 and the rules made there under and SEBI (LODR) Regulations 2015

As on 31 March 2016 In compliance with the provisions of Section 177(2) of the Companies Act 2013 AuditCommittee comprises of three Non-Executive Independent Directors five meetings of Audit Committee wereheld during the year under consideration on following dates

The details of members of the audit committee and their attendance is as under-

The terms of reference of Nomination and Remuneration Committee covers all the matters provided under theCompanies Act 2013 and the rules made there under and SEBI (LODR) Regulations 2015

As on 31 March 2016 in compliance with the provisions of Section 178(1) of the Companies Act 2013Nomination and Remuneration Committee comprises of three Non-Executive Independent Directors Twomeetings of Nomination and Remuneration Committee were held during the year under consideration on 30May 2015 and 10 March 2016The details of members of the audit committee and their attendance is as under-

Remuneration policy ensures that the level and composition of remuneration is reasonable and sufficient toattract retain and motivate directors of the quality required to run the company successfully and that relationshipof remuneration to performance is clear and meets appropriate performance benchmarks and that remunerationto directors key managerial personnel and senior management involves a balance between fixed and incentivepay reflecting short and long-term performance objectives appropriate to the working of the company and itsgoals

CompositionandMeetings

CompositionandMeetings

st

st

th

th

30052015 31072015 31102015 15022016 28032016

Name of Directors Position held in theCommittee

Category MEETINGSHeld Attended

Isher Singh Chairman Independent NonExecutive

Five Five

Rupinder Kaur Member Independent NonExecutive

Three Three

Rajbir Kaur Member Independent NonExecutive

Three Three

Name of Directors Position held in theCommittee

Category MEETINGS

Held Attended

Isher Singh Chairman Independent NonExecutive

Two Two

Rupinder Kaur Member Independent Non

Executive

Two Two

Rajbir Kaur Member Independent NonExecutive

Two Two

HIRA AUTOMOBILES LIMITED

35

5 REMUNERATIONOFDIRECTORS

6 STAKEHOLDERS GRIEVANCECOMMITTEE

7 GENERALBODYMEETINGS

There is no pecuniary relationship or transaction of the company with its independent directors other thanpayment of sitting fee to them for attending Board and Committee meetings Following Executive Directors werepaid as per detail given below

and no commission on profits is paid to any of the Directors No stock option has been given to any of theDirectors including Executive Directors

As on 31 March 2016 in compliance with the requirement of Section 178(5) of The Companies Act 2013Stakeholder Relationship Committee comprises of three Non-Executive Independent Directors to consider andresolve the grievances of security holders of the companyper detail given below

Sh Rahul Inder Singh Sidhu Managing Director has been appointed as Compliance officer for the purpose ofcomplying with various provisions of the Guidelines Regulations issued by Securities and Exchange Board ofIndia Listing Agreement with Stock Exchanges

The Company has not received any complaint during the year from the shareholders and there is no pendingcomplaint with the Company

(i) Location and time where last three Annual General Meetings were held is given below-

(i) Compositionst

(ii) ComplianceOfficer

(iii) Complaints

SN

NAME OFDIRECTOR

DESIGNATION SALARY Rs BENEFITS BONUS STOCKOPTIONS

PENSION

1 RahulinderSingh Sidhu

ManagingDirector

960000- - - - -

2 Neha Sidhu Whole TimeDirector

840000- - - - -

Name Category Designation

Isher Singh Independent Non Executive Chairman

Rupinder Kaur Independent Non Executive Member

Rajbir Kaur Independent Non Executive Member

Financial Year Date Time Venue

2012-13 30092013 1100 A M 20 Sector 8A Chandigarh 1100022013-14 30092014 500 PM 20 Sector 8A Chandigarh 110002

2014-15 30092015 500 PM 20 Sector 8A Chandigarh 110002

HIRA AUTOMOBILES LIMITED

36

(ii) Following Special Resolutions were passed in the previous 3 Annual General Meeting

(iii) No special resolution has been passed last year through postal ballot and no special resolution isproposed to be conducted through postal ballot

Quarterly results are normally published in the newspapers and also sent to BSE Limited Physical copy ofannual report which inter alia includes the Directors Report Corporate governance report Audited AccountsCash Flow Statements etc was sent to shareholders by post and also to BSE Limited The quarterly results andannual report isalso available on companys website at under investors section

Date 30092016 Time 0500 PM Day Friday and Venue Registered Office of the Company at 0598 Sector18B Chandigarh 160018

The companys Financial Year starts from 1 April every year and conclude on 31 March next year

The Register of Members and the Share Transfer Books of the Company shall remain closed from 29 day ofSeptember 2016 to 30 day of September 2016 (both days inclusive)

No dividend has been recommended by the Board this year and therefore information under this sub clause is nil

The shares of the Company are listed at BSE Limited only as other regional stock exchanges viz Delhi StockExchange Association Limited Ludhiana Stock Exchange Association Limited and Ahmedabad StockExchange Limited had been de-recoganised in the process of de-recoganition by Securities and ExchangeBoard of India The Company haspaid listing fee to BSE Limited

The Stock Code of the Company on BSE Limited is 531743

There was no trading of shares of the Company and no market price data is available Further Securities of theCompany were not suspended from trading by BSE Limited during last year

The Company has appointed Ms Beetal Financial amp Computer Services Private Ltd New Delhi as CommonAgency (RTA) for Share Transfer work in both modes physical as well as electronically Detail of RTA is as underMs Beetal Financial amp Computer Services Private LimitedBeetal House 3 Floor99 Madangir Behind Local Shopping Center Near Data Harsukhdas MandirNewDelhi- 110062 Ph 011-2996128182 Fax 011-29961284

The companys shares in dematerialized form transferable through depository system and Shares in physicalform are processed by Ms Beetal Financial amp Computer Services Private Limited The Board has authorised ShRahulinder Singh Sidhu Managing Director of the company to approve share transfers and matter relatedtherewith

8 MEANSOFCOMMUNICATION

9 GENERALSHAREHOLDERINFORMATIONAnnual General Meeting

Financial Year

BookClosure

Dividend

Listing

StockCode

StockMarket Data

Registrar andShareTransfer Agents

ShareTransfer System

wwwhiraautomobilescom

st st

th

th

rd

30092013 Nil

30092014 1 Approval for Borrowing Money in excess of the aggregate of the paid up share capital andfree reserves of the Company 2 Amendments in Articles of Association

30092015 Nil

HIRA AUTOMOBILES LIMITED

37

ReconciliationofShareCapital Audit

Distribution of shareholding

Dematerializationof sharesandliquidity

GDRsADRs

Mr Ravinder Kumar Practising Company Secretary carries out the Reconciliation of Share Capital Audit asmandated by SEBI and reports on the reconciliation of total issued and listed Capital with that of total sharecapital admitted held in dematerialized form with NSDL and CDSL and those held in physical form This audit iscarried out on quarterly basis and the report thereof is submitted to the Stock Exchanges

Detail of distribution of share holding of equity share of the Company by size and ownership class as on31032016 is given as under

The Shares of the company have not been traded on stock exchange during the period under review TheCompany has not been allotted ISIN and number of shares held in dematerialized formis nil

The Company has not issued any GDRsADRsWarrants or any Convertible instruments

UP TO 5000 129 6293 38840 38840000 14106

5001 TO 10000 49 2390 44500 44500000 16162

10001 TO 20000 7 341 10000 10000000 0363220001 TO 30000 4 195 9000 9000000 03269

30001 TO 40000 2 098 6800 6800000 02470

40001 TO 50000 1 049 4400 4400000 01598

50001 TO 100000 1 049 5200 5200000 01889

100001 AND ABOVE 10 585 2634700 2634700000 956876

Indian Promoter-IndividualHUF 11 2635700 9572

Non Resident Individual 1 500 002

Bodies Corporate 1 500 002

Resident Individuals-HUF 190 116740 424

HIRA AUTOMOBILES LIMITED

38

Plant ShowroomLocationsShowroom Locations

Address for correspondence

Related Party Transactions

Compliance

Vigil Mechanism

WhistleBlower Policy

Mandatory Requirements

1 Hira Automobiles Limited Rajbaha Road Patiala Ph No 0175-22091002 Hira Automobiles Limited Malout Road Muktsar Ph No 01633-2620203 Hira Automobiles Limited Village Bhadak Rajpura Ph No 01762-2448814 Hira Automobiles Limited Radha Swami Satsang Road Nabha PhNo 01765-5059595 Hira Automobiles Limited Muktsar Road Malout Ph No01637-2637246 Hira Automobiles Limited Patiala Pehowa Road DevigarhPh No0175-26311527 Hira Automobiles Limited Bathinda Malout Road Gidderbaha8 Hira Automobiles Limited Nabha Road Bhadson9 Hira Automobiles Limited Cheeka road Samana

10 Hira Automobiles Limited Malout Road Killianwali

Following is the address for correspondenceRegistered Office ndash Hira Automobiles Limited 0598 Sector 18-B Chandigarh 160018

There are no materially significant related party transactions that may have potential conflict with the interests ofcompany at large There were transactions with related parties at market price at arms length basis which aredisclosed in Form AOC ndash 2 attached herewith The policy on dealing with related party transactions is availableon web link of the Company

The Company has complied with all the provisions of listing agreement and that no penalties and or strictureshas been imposed on the company by Stock Exchange or SEBI or any statutory authority on any matter relatedto capital markets during the last three years

Detail of Vigil Mechanismis provided in the same heading in Directors Report

Company has formulated the Whistle Blower Policy to safeguard the interest of its stakeholders Directors andemployees to freely communicate and address to the Company their genuine concerns in relation to any illegalor unethical practice being carried out in the Company and that no personnel has been denied access to the auditcommittee

The Company has complied with all the mandatory requirements as stipulated in SEBI (Listing and DisclosureRequirements) Regulations 2015

10 OTHERDISCLOSURES

wwwhiraautomobilescom

HIRA AUTOMOBILES LIMITED

39

MANAGEMENTDISCUSSIONANDANALYSIS REPORT

1 Industrystructureanddevelopment

2 Opportunitiesandthreats

3 Segmentwiseor product wiseperformance

4 Outlook

5 Risksandconcern

6 Internal control systemsandtheir adequacy

HIRA AUTOMOBILES LIMITED

40

7 Discussiononfinancial performancewithrespect tooperational performanceDue to overall recessionary economy and internal competition with the new dealer there has been minoradverse impact on the financial stability of the company with respect to operational performance as the workingcapital limits of the company has increased substantially where as there is no growth in sales In comparison tominor growth in operational performance Profitability of the company has been decreasing during the yearinspite of higher burden of interest expenditure salary and wages and other admistrative expenses

8 HumanRecourses

9 Management of theCompany

Human Resource is considered to be the most prized assetof the company by the management Hence the work-forceis being looked after well and ensured that they remain motivated The 360 degree appraisal system ensures theirsatisfaction and brings out their concerns and bikerings which are addressed by the management immediately Thisimproves the employee-management relationship and makes themwork for the better future of the company

As Company has a large network of branches spread over 14 locations in two district of Patiala and Muktsar eachlocation is being managed by a rich experienced deemed CEO who is also known deemed key managerial personnelAll the branches key Managerial Personnel are reporting directly to CMD sitting at Patiala corporate office of thecompany

HIRA AUTOMOBILES LIMITED

41

COMPLIANCECERTIFICATEBYCHIEFEXECUTIVEOFFICERANDCHIEFFINANCIALOFFICER

We Rahulinder Singh Sidhu Managing Director and Sandeep Rana Chief Financial Officer of the Companyhereby certify thatA We have reviewed financial statements and the cash flow for the year ended 31 March 2016 and that to thebest of our knowledge and belief(1) These statements do not contain any materially untrue statement or omit any material fact or containstatements that might be misleading(2) These statements together present a true and fair view of the company affairs and are in compliance withexisting accounting standards applicable laws and regulationsB There are to the best of our knowledge and belief no transactions entered into by the Company during theyear that are fraudulent illegal or volatile to the companyscode of conductC We accept responsibility for establishing and maintaining internal controls for financial Reporting and that wehave evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting andwe have disclosed to the auditors and the audit committee deficiencies in the design or operation of such internalcontrols if any of which they are aware and the steps they have taken or propose to take to rectify thesedeficienciesD We have indicated to the auditorsand the Audit committee(1) Significant changes in internal control over financial reporting during the year(2) Significant changes in accounting policies during the year and that the same have been disclosed in thenotes to the financial statements and(3) There were no instances of fraud of which they have become aware and the involvement therein of themanagement or an employee having a significant role in the companys internal control system over financialreporting

I Rahulinder Singh Sidhu Managing Director of the Company hereby declare that all Board Members andSenior Management Personnel have affirmed compliance with the code of conduct for the Directors and SeniorManagement Personnel as approved by the Board for the Financial Year ended 31 March 2016

For

st

st

HIRA AUTOMOBILES LIMITED

42

AUDITORS CERTIFICATEONCORPORATEGOVERNANCE

The Board of DirectorsHira Automobiles LimitedChandigarh

We have examined the compliance of conditions of Corporate Governance by Hira Automobiles Limited for thefinancial year ended March 31 2016 as stipulated in the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015

The compliance of conditions of Corporate Governance is the responsibility of the management Ourexamination was limited to procedures and implementation thereof adopted by the company for ensuring thecompliance of the conditions of the Corporate Governance It is neither an audit nor an expression of opinion onthe financial statements of the company

In our opinion and to the best of our information and according to the explanations given to us we certify that thecompany has complied with the conditions of Corporate Governance as stipulated in the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015

We further state that such compliance is neither an assurance as to the future viability of the company nor theefficiency of effectiveness with which the management has conducted the affairs of the company

HIRA AUTOMOBILES LIMITED

43 HIRA AUTOMOBILES LIMITED

4

5

OPINION

REPORTONOTHERLEGALANDREGULATORYREQUIREMENTS

44 HIRA AUTOMOBILES LIMITED

Annexureldquo Ardquoto the Independent Auditors Report on the Standalone Financial Statements of Hira Automobiles Limited(Referred to in paragraph 1 (f) under Report on Other Legal and Regulatory Requirements of our report of evendate)

REPORT ON THE INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING UNDER CLAUSE (i)OF SUBSECTION3 OF SECTION 143 OF THE COMPANIES ACT 2013 (ldquoTHE ACTrdquo)

We have audited the internal financial controls over financial reporting of hira automobiles LIMITED (ldquotheCompanyrdquo) as of March 31 2016 in conjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

The Companys management is responsible for establishing and maintaining internal financial controlsbased onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the ldquoGuidance Noterdquo) issued by the Institute of Chartered Accountants of India These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherence to Companyspolicies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financial information as requiredunder the Companies Act 2013

Our responsibility is to express an opinion on the Companys internal financial controls over financial reportingbased on our audit We conducted our audit in accordance with the Guidance Note and the Standards onAuditing prescribed under Section 143(10) of the Companies Act 2013 to the extent applicable to an audit ofinternal financial controls Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if such controls operatedeffectively in all material respects Our audit involves performing procedures to obtain audit evidence about theadequacy of the internal financial controls system over financial reporting and their operating effectiveness Ouraudit of internal financial controls over financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditors judgement including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internalfinancial controlssystem over financial reporting

MANAGEMENTSRESPONSIBILITYFORINTERNALFINANCIALCONTROLS

AUDITORS RESPONSIBILITY

45 HIRA AUTOMOBILES LIMITED

MEANINGOFINTERNALFINANCIALCONTROLSOVERFINANCIALREPORTING

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVERFINANCIAL REPORTING

OPINION

A companys internal financial control over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles A companys internal financial controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of thecompany (2) provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and that receipts andpayments of the company are being made only in accordance with authorisation of management and directors ofthe company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the companys assets that could have a material effect on the financialstatements

Because of the inherent limitations of internal financial controls over financial reporting including thepossibility of collusion or improper management override of controls material misstatements due to error orfraud may occur and not be detected Also projections of any evaluation of the internal financial controlsover financial reporting to future periods are subject to the risk that the internal financial control over financialreporting may become inadequate because of changes in conditions or that the degree of compliance withthe policies or procedures may deteriorate

in our opinion to the best of our information and according to the explanations given to us the Companyhas in all material respects an adequate internal financial controls system over financial reporting and suchinternal financial controls over financial reporting were operating effectively as at March 31 2016 based onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note

46 HIRA AUTOMOBILES LIMITED

Annexure B To Auditors ReportAnnexure referred to in paragraph 3 of our report of even date

1 (a) The Company has maintained proper records showing full particulars including quantitativedetailsand situation of fixed assets at Corporate Office and in the process of maintaining at outlets

(b) We have been informed that the fixed assets of the company have been physically verified by themanagement at reasonable intervals and no material discrepancies were noticed on such verification

2 (a) As informed to us physical verification of inventory of the company has been conducted by themanagement at reasonable intervals (b) In our opinion and according to the explanations givento us the procedures of Physical verification of inventory followed by the management arereasonable and adequate in relation to the size of the company and the nature of its business

(c) In our opinion and according to the explanations given to us the Company is maintainingproper records of inventory We have been informed that no material discrepancies have been noticedon physical verification as compared to records

3 (a) According to the information and explanation given to us the Company has advanced inter corporatedeposits to three companies covered in the register maintained under section 189 of the CompaniesAct2013 and there is no stipulation as to the time period for recovery of principal and interest amount ofunsecured loan given

(b) Further as there is no stipulation as to the time period for recovery of principal amount ofunsecured loan given we are unable to comment on the overdue amount in respect of thesaid loan

4 In our opinion and according to the information and explanations given to us the Company has compliedwith the provisions of Sections 185 and 186 of the CompaniesAct 2013 in respect of grant of loans makinginvestments and providing guarantees and securities

5 According to the information and explanation given to us the Company has not accepted deposits frompublic Advances from customers for sale of vehicles and against sale promotion schemes run by theCompany to promote its sale are received and paid in the ordinary course of business

6 The maintenance of cost records under section 148(1) of the CompaniesAct 2013 has not been prescribedby the Central government for the Companysince it is not manufacturing Company

7 (a) According to the information and explanations given to us the company is generally regular indepositing all statutory dues including provident fund investor education and protection fundemployees state insurance income tax sales tax wealth tax custom duty excise duty cess and anyother statutory due with appropriate authority during the year

(b) According to the information and explanations given to us there are no disputed amount payables inrespect of provident fund investor education and protection fund employees state insurance incometax sales tax wealth tax customduty excise duty cess by the Company

(c ) No amount was lying with the company which was required to be transferred to investor education andprotection fund in accordance with the relevant provisions of the CompaniesAct 1956 (1 of 1956) andrulesmade there under

8 As informed to us the companyhas not defaulted in repayment of dues to financial institutions or banks

9 As informed to us the company has not given any guarantee for loans taken by others from bank orfinancial institutions

47 HIRA AUTOMOBILES LIMITED

10 As informed to us the proceeds of the term loans taken by the company are applied for the purpose forwhich the loans were obtained

11 Based on the audit procedures performed for the purpose of reporting the true and fair view of the financialstatements and as per the information and explanation given by the management we report that no fraudby the company has been noticed or reported during the course of our audit

48 HIRA AUTOMOBILES LIMITED

49

Particulars Note No As at As atMarch 312016 March 312015

I EQUITY AND LIABILITIES(1) Shareholders funds

(a) Share capital 2 2753440000 2753440000(b) Reserves and Surplus 3 6240053700 5676970200

(2) Non-current liabilities(a) Long term borrowings 4 10202167800 9006585600(b) Deferred tax liabilities (net) 5 1662638300 1542080600(c) Other long-term liabilities 6 5734992800 5067035200

(d) Long-term provisions 7 1339912400 1244415300(3) Current liabilities

(a) Short term Borrowings 8 49363423500 59501393100(b) Trade payables 9 1502741100 6123301200(c) Other current liabilities 10 3671194600 4679162300(d) Short term provisions 11 823155600 789863800

Total 83293719800 96384247300ASSETS

(1) Non-Current assets(a) Fixed assets

(i) Tangible assts 12 16817879700 16711642800(ii) Intangible assets 13 - -

(b) Non-current investments 14 1120000 1120000(d) Long-term loans and advances 15 2618538200 2251312400

(2) Current assets(a) Inventories 16 41208502100 40489156300(b) Trade Receivables 17 14372057700 13922503000(d) Cash and Cash equivalents 18 3697504100 11556587000(e) Short-term Loans and Advances 19 4497240800 11399114400(f) Other Current assets 20 80877200 52811400

Total 83293719800 96384247300

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

(IN RUPEES)

Chairman and Managing Director

Balance Sheet

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies 1

50

Particulars Note No Year Ended Year EndedMarch 312016 March 312015

I Revenue from operations 21 310372896800 323733670200II Other income 22 136994600 525412000III Total Revenue(I+II) 310509891400 324259082200IV Expenses

a Cost of Material Consumed 23 1357073500 1293751900b Purchase of Stock-in-Trade 24 281848216100 294479334400c Changes in Inventories of Finished Goods 25 (719345800) (186205700)d Employee Benefits Expenses 26 12664754100 12944732800e Finance Costs 27 5604834800 4157234900f Depreciation and Amortization expense 12 1358225700 1559476600g Other Expenses 28 7395406500 8383136200

Total Expenses 309509164900 322631461100V Profit before tax (III-IV) 1000726500 1627621100

VI Tax expense(a)Current tax 275985000 473844400(b)Deferred tax 120557700 -

VII Profit for the Year(V-VI) 604183800 1153776700VIII Prior period tax expenses 41100300 75346500IX Earnings per Equity Share(in Rupees) 563083500 1078430200

Basic 219 392Diluted 219 392

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

Profit amp Loss Account

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies

51

Particulars As at March 312016 As at March 312015A Cash Flow from Operating Activities

Net Profit before Tax 1627621100Adjustment forDepreciation 1559476600Interest expenses 4157234900Loss Profit on Sale of Fixed Assets -

Operating ProfitLoss before Working Capital Changes 7344332600Adjustment for(Increase)Decrease in Trade amp Other receivables 940107800(Increase)Decrease in Inventory (186205700)Increase(Decrease) in Trade Payables amp other provisions (4054306400)(Increase)Decrease in Other Loans amp Advances (4635970800)Cash generated from operations (592042500)Taxes Paid (549190900)Previous Year Taxes (Net) -Net Cash from Operating Activities (A) (1141233400)

B Cash Flow from Investing Activities(Purchase) of FixedCapital Expenditure (2227931100)Sale of Fixed Assets 883140700Sale(Purchase) of Investment (315826300)

Net Cash used in Investing Activities (B) (1660616700)C Cash Flow from Finance Activities

Proceeds from Long Term Borrowing (Net) (4869873700)Secured Loan 18024550800Unsecured Loan - 991878400Interest paid (4157234900)Net Cash from Financing Activities (C ) 9989320600

Net increase in Cash and Equivalents (A+B+C) 7187470500Opening Balance of Cash and Cash Equivalents 4369116500

Closing Balance of Cash and Cash Equivalents

1000726500

13582257005604834800

69725800

8033512800

(449554700)(719345800)

(5595236000)68738078008143184100(275985000)

(41100300)7826098800

(1622365700)88177300

(367225800)

(1901414200)

1959036900(10137969600)

(5604834800)(13783767500)

(7859082900)11556587000

3697504100 11556587000

Notes1 Figures in brackets indicate cash outflow2 The above Cash Flow Statement has been prepared under the indirect method set out in AS 3-Cash

Flow Statement as prescribed by Companies (Accouning Stanadards)Rules2006

This is the Cash Flow Statement referred to our report of even date

Cash Flow Statement

HIRA AUTOMOBILES LIMITED

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

For the Year Ended 31 March 2016st

52

Notes to Accounts2 SHARE CAPITAL

As at March 31 2016 As at March 312015(1)AUTHORISED6000000 Equity shares of Rs10-each 6000000000 6000000000

FULLY PAID UP

ISSUEDSUBSCRIBED -2753440 Equity shares of Rs10 each

6000000000 6000000000

2753440000 2753440000

2753440000 2753440000

Shares at the beginning of the accounting Period2753440 Equity shares of Rs10- each 2753440000 2753440000Additions during the year - -Shares outstanding at the end of year 2753440000 2753440000Total 2753440000 2753440000

(a) Rights Preferences and Restrictions Attached to sharesEquity Shares The Company has only one class of equity shares having a par value of Rs 10 per shareEach Shareholder is entitled to one vote per share In the event of liquidation of the company the holder ofequity shares will be entitled to receive any of the remaining of the Company after distribution of allpreferential amounts However no such preferential amount exist currently The distribution will be inproportion to the number of equity shares held by the equity shareholders(b) Detail of Shares held by Shareholders holding more than 5 of the Aggregate Shares in theCompany

Name of Shareholders No of Shares Shareholding as at March31 2016

Rajinder Kaur Bhattal 826000 3000Kuldeep Singh Bhattal 272100 988Rahul Sidhu 270000 981Simran Bajwa 265000 962Manjeet Kaur Sangha 862900 3134

3 RESERVES AND SURPLUSAs at March 312016 As at March 312015

General reserveAt the beginning of the accounting period 723675000

-

-

-

-

723675000Additions during the yearAt the end of the accounting period 723675000 723675000Surplus in Statement of Profit and LossAt the beginning of the accounting period 4953295200 3874865000Additions during the year 563083500 1078430200(balance in statement of profit amp loss ac)prior period expenses written offtransfer tofrom reservesAt the end of the accounting period 5516378700 4953295200

Total 6240053700 56769702004 LONG TERM BORROWINGS

As at March 312016 As at March 312015SECUREDTerm loan(Secured against hypof car and guaranteed bythe directors of the co)

(Secured against Focal Point Properties andguaranteed by directors)

-

5018479300

142138000

5774447600

UNSECUREDLoans from directors 5183688500 3090000000Loans from shareholders and public - -Total 10202167800 9006585600

Term loan

HIRA AUTOMOBILES LIMITED

53

5 DEFERRED TAX LIABILITIES (NET)As at March 312016 As at March 312015

Deferred tax liabilities 1662638300 1542080600Total 1662638300 1542080600

6 OTHER LONG TERM LIABILITIESAs at March 312016 As at March 312015

Sales promotion scheme- Customeradvances

5046479000 4415090000

Security from Employees 688513800 651945200Total 5734992800 5067035200

7 LONG TERM PROVISIONSAs at March 312016 As at March 312015

Gratuity provision 1339912400 1244415300Total 1339912400 1244415300

10 OTHER CURRENT LIABILITIESAs at March 312015

Current maturities of long term debts 880473400 1674618400Interest accrued and due on borrowings - -Value added tax and CST 2185026500 2517359600TDS payable 111535600 157798400Current year taxes payable(net of advance tax) - -

Other payables 494159100 329385900Total 3671194600 4679162300

11 SHORT TERM PROVISIONS

(a) Provisions for employee benefits 823155600 789863800

8 SHORT TERM BORROWINGSAs at March 312016 As at March 312015

Secured loans from banksPunjab National Bank -(secured against hypothecation of stockand book-debts)Gur Mandi Patiala 30680878500 29077205300Gagan Chowk Rajpura 1863121400 1705992300New Grain Market Muktsar and Malout 842363700 757042200Inventory funding 15977059900 27961153300(secured against hypothecation of stockand book-debts)Total 49363423500 59501393100

9 TRADE PAYABLESAs at March 312016 As at March 312015

Sundry Creditors 357269200 2822407500Advance from Parties-Interest free 1145471900 3300893700Total 1502741100 6123301200

HIRA AUTOMOBILES LIMITED

As at March 312016 As at March 312015

Total 823155600 789863800

As at March 312016

54 HIRA AUTOMOBILES LIMITED

14 NON CURRENT INVESTMENTAs at March 312016 As at March 312015

Investment in Shares 1120000 1120000Investment in Mutual Funds - -

Total 1120000 1120000

15 LONG TERM LOANS AND ADVANCESAs at March 312016 As at March 312015

Security Deposits 366283000 337485500(Unsecured considered good unlessOtherwise Stated)Intercorporate Deposits 2252255200 1913826900Total 2618538200 2251312400

16 INVENTORIESAs at March 312016 As at March 312015

(As taken valued amp certified by the management)

Stock in Trade (in respect of goodsacquired for trading )

38093012700 37213584000

Stores Spares amp Loose tools 3115489400 3275572300

Total 41208502100 40489156300

17 TRADE RECEIVABLESAs at March 312016 As at March 312015

(unsecured considered good unlessotherwise stated)(1)Debts outstanding for a period exceeding

six months from the date they are due 513584600 623548900(2)Other debts 13858473100 13298954100Total 14372057700 13922503000

55

18 CASH amp CASH EQUIVALENTS As at March 312016 As at March 312015

(a) Balance with BanksFixed deposits 1260950600 812770600(Earmarked balances with banksheld as margin moneyagainst borrowingsand other commitments)Current accounts 1243916600 6403274200Gold Coins 29547200 29547200(b) Cheques Draft on HandCheques in HandCash in hand

202088500961001200

30714258001239569200

Total 3697504100 11556587000

19 SHORT TERM LOANS amp ADVANCESAs at March 312016 As at March 312015

(Unsecured considered good unlessotherwise stated)advances recoverable in cash orin kind for the value to be received(1)Advance to parties 2541662700 9294257800(2) Receivable from revenue authorities 551783000 569108700(3)Current years taxes recoverable(net ofliability)

332615600 380504500

(4) Other advances 1071179500 1155243400Total 4497240800 11399114400

HIRA AUTOMOBILES LIMITED

56

20 OTHER CURRENT ASSETSAs at March 312016 As at March 312015

Prepaid Expenses 80877200 52811400

Total 52811400

21 REVENUE FROM OPERATIONSAs at March 312016 As at March 312015

Sale of products 290733945600 301324413800Sale of services 9681919400 10435033800

Other operating revenues 9957031800 11974222600310372896800 323733670200

Less Excise duty - -Total 310372896800 323733670200

22 OTHER INCOMEAs at March 312016 As at March 312015

Interest income 87335400 279807100Other Non-operating income 49659200 245604900Total 136994600 525412000

23 COST OF MATERIAL CONSUMEDAs at March 312016 As at March 312015

Purchases Raw-Materials and PackingMaterials

1357073500 1293751900

Add Opening balance of stock - -1357073500 1293751900

Less Closing balance of stock - -Total 1357073500 1293751900

80877200

24 PURCHASE OF STOCK IN TRADEAs at March 312016 As at March 312015

Purchases of Traded goods 281848216100 294479334400

Total 281848216100 294479334400

25 CHANGES IN INVENTORIESAs at March 312016 As at March 312015

Finished Goodsat the beginning of the accounting period - -at the end of the accounting period - -Stock-in-Tradeat the beginning of the accounting period 40489156300 40302950600at the end of the accounting period 41208502100 40489156300Total (719345800) (186205700)

26 EMPLOYEE BENEFIT EXPENSESAs at March 312016 As at March 312015

Salary and Wages 8156996000 9654096800HRA Expenses and other allowance 2733336200 1148756100Contribution to Provident fund 587123100 490338400Contribution to Employees state Insurance fund 157923000 161030000Workers and Staff Welfare 299823200 269213600Gratuity Expenses 95497100 64570600Bonus 420931500 903597900Employees Training and Uniform expenses 213124000 253129400Total 12664754100 12944732800

HIRA AUTOMOBILES LIMITED

57

27 FINANCE COSTSAs at March 312016 As at March 312015

Interest ExpenseInterest to Banks 4309580000 3483884100Interest on Unsecured loans 1196279800 577607600Interest to Customers (36290200) (95330900)Interest to MSIL (121679800) (50429300)Interest to Bank on Vehicle loan 29667800 43272600Bank Charges 227277200 198230800

Total 5604834800 4157234900

28 OTHER EXPENSESAs at March 312016 As at March 312015

Accessories Expenses 9551600 18313400Festival Expenses 30357200 8141000Donation 13123500 9144500Freight Inward 23896900 26399000Power amp Fuel 913761800 911434100Software Usage Charges 91413600 86473500Entertainment Exp 19129900 29106000Rent Rates amp Taxes 701191800 671145200General Expenses 162725500 138611000Godown Rent 57600000 48125000Insurance 161551400 173705300Legal expenses 43474400 60436900Misc Expenses 7073900 3598300News Paper amp Periodicals 9374100 7947200Outside Labour Expenses 284322400 102072700Payment to the Auditors 48313400 15000000Postage amp Courier Expenses 10683600 13298800Professional Charges 147965200 1006744000Printing amp Stationery 165125400 223093400Repair to Buildings and fixed assets 309177500 427256800MDS Expenses 21264900 35806500Telephone Expenses 326712100 525640000Workshop Expenses 325704400 579373600Vehicle Running Expenses 182200200 225090800Other expenses 18263600 405070100Advertisement ExpensesDiscounts

99310800745200400

118382500821623000

Customer welfare 146224200 161357500Demo Expenses amp PDI Expenses 372510300 437441500Sales Promotion 696744200 773152400Sale Commission amp Incentives 160190000 35180000Pool Cancellation and lifting charges 202092600 166694500Marketing Staff Tour expensesTrue Value Expenses

531070200358105500

581622300442725000

Total 7395406500 8383136200

HIRA AUTOMOBILES LIMITED

58 HIRA AUTOMOBILES LIMITED

Post-Employment BenefitsDefined Contribution PlansA defined contribution plan is a post-employment benefit plan under which the Company pays specifiedContributions to a separate entity The Company makes specified monthly contributions towards ProvidentFund Superannuation Fund and Pension Scheme The Companys contribution is recognized as an expense inthe Profit and Loss Statement during the period in which the employee renders the related service

The Company does not deal with Foreign Currency hence AS-11 ldquoEffect of changes in Foreign Exchangesissued bythe Institute of Chartered Accountantsof India isnot applicable

Cash Flow Statements has been prepared following the indirect method set out in the Accounting Standard-3 on ldquoCash Statements ldquoissued by the Institute of Chartered Accountants of India

(i) Income tax expenses for the period comprise of Current Tax amp Deffered Tax(ii) Current tax is measured at the amount expected to be paid to the tax authorities using the applicable tax

Rates of the Income TaxAct 1961(iii) Deferred Tax is calculated on the timing differences being the difference between accounting income and

taxable income which originates in one period and are capable of reversal in one or more subsequentaccounting periods in accordance with the provisions of Accounting Standard -22 on ldquoAccounting forTaxeson Incomerdquo issued by the Institute of Chartered Accountants of IndiaDeferred tax assets are recognized only to the extent that there is a reasonable certainty that sufficientfuture income will be available except that deferred tax assets in case there are unabsorbed depreciationor losses are recognized if there is virtual certainty that sufficient future taxable income will be available torealize the same

Depreciation on Fixed Assets is provided on the basis of Straight Line Method (SLM) Depreciation isprovided based on useful life of the assets as prescribed in Schedule II to the Companies Act 2013

Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and itis probable that an outflow of resources will be required to settle the obligation and a reliable estimate canbe made Provisions are not discounted to their present value and are determined based on the bestestimate required to settle the obligation at the reporting date These estimates are reviewed at eachreporting date and adjusted to reflect the current best estimatesContingent liabilities are disclosed unless the possibility of outflow of resources is remoteContingent assets are neither recognized nor disclosed in the financial statements

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value Animpairment loss is charged to the Profit and Loss Statement in the year in which an asset is identified asimpaired The impairment loss recognized in prior accounting period is reversed if there has been a changein the estimate of recoverable amount

G) ForeignCurrencyTransaction

H) CashFlowStatements

J) Depreciation

K) ProvisionsandContingent liabilities

L) Impairment ofAssets

I) TaxesonIncome

59 HIRA AUTOMOBILES LIMITED

M) EarningsPer Share

N) Segment Reporting

has been made in accordance with the requirement of Accounting Standard (AS) -20 on Earnings PerShare issued by the Institute of Chartered Accountants of India Diluted Earning per share is the same asBasic Earning per share because there is no potential equity shares which would have dilutive effect onearning per shares to equity shareholders

The Company is Authorized Dealer of Maruti Suzuki India Limited (MSIL) and hence is engaged in thebusiness of sale amp service of MSIL vehicles As the basic nature of sale of variants of vehicles is governedby the same set of risk amp returns these have been grouped as single segment as per AccountingStandard(AS-17) on segment reporting issued by the Institute of Chartered Accountants of India

2 Detail in respect of Opening Stock Sales and Closing Stock as follows

3 (a) During the year the company has recognized the following amounts as Defined Contribution Pan in theProfit and Loss Account

i) Employers Contribution to Provident Fund - Rs 5871 Lacsii) Employers Contribution to Employee State Insurance - Rs 1579 Lacs

The calculation of Earnings Per Share (EPS) as disclosed in the Balance Sheet Abstract

(b) During the year the Company has made provision for Gratuity in books asdesigned benefit plan

4 Subsequent to Accounting Standards -22 Accounting for Taxes on Income Issued by the Institute ofCharteredAccountants of India Deferred Tax Expenses of Rs 120557700 for the periods is recognized inthe profit and LossAmount

Calculation of Deferred TaxLiability is as followsWritten down value of Fixed Assets as on 31032016 (As per Company Act) 168178793Written down value of Fixed Assets as on 31032016 (As per Income Tax Act) 114371729bull Timing Difference 53807064bull Tax 3090 16626383bull Deferred Tax Liability as on 31032016 16626383bull Deferred Tax Liability as on 31042015 15420806bull Deferred Tax Liability to be provided for 1205577

5 Legal amp Professional Fees includes Payments to Auditors comprising as follows-i) Statutory Audit fee Rs 10000000ii) Tax audit and Vat audit Fee Rs 5000000

6 Related Party Disclosure in accordance with Accounting Standard-18

Pacific Finlease Pvt LtdRahul Sidhu Enterprises Pvt LtdRSG Studios Pvt Ltd

(a) Enterprises owned or Significantly Influenced by Directors and their Relatives

60 HIRA AUTOMOBILES LIMITED

Particulars Opening Stock Sales Closing StockQty

825VehiclesSpares ampAccessory

Amount(Rs In Lacs)

37213632756

Qty

5627

Amount(Rs In Lacs)2647068260272

Qty

1131

Amount(Rs In Lacs)

38093031155

b)

Pacific Finlease Pvt Ltd

Rahul Sidhu Enterprises Pvt Ltd

RSGStudios Pvt Ltd

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 1915Interest Recovered during the financial year 207

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 14379Interest Recovered during the financial year 035

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 6229Interest Recovered during the financial year 618

7 Calculation of Earning Per Share is as follows Profit after Tax as per Profit amp Loss Account as on 3132016 5630835

For Basic Earning Per share 2753440For Diluted Earning Per Share 2753440

Basic 219Diluted 219

8 Balance confirmation letters have been obtained from some of the parties on test check basis9 Figures of Previous year have been re-grouped and re classified wherever necessary in order to

conform to the current years presentation

As per our report of even date

No of Equity Share (Face value Rs 10- each)

Detail of transaction for the financial year 2015-16

Earning Per Share

61 HIRA AUTOMOBILES LIMITED

Page 19: HIRAAUTOMOBILESLIMITED - bseindia.com · S. Isher Singh Director Mrs. Neha Sidhu Whole time Director Mrs ... Name Rahulinder Singh Sidhu Age 34 Brief Resume Working as Director in

20

Sr

No

Shareholderrsquos

Name

Shareholding at the beginning of the

year

Shareholding at the end of the year

No ofShares

of totalShares ofthecompany

of SharesPledged encumberedto totalshares

No ofShares

1 Rajinder KaurBhattal

826000 3000 000 826000

2 Kuldeep SinghBhattal

272100 988 000 272100

3 RahulinderSingh Sidhu

270000 981 000 270000

4 Simran Bajwa 265000 962 000 2650005 D S Sangha 51600 187 000 516006 Preet Sangha 25400 092 000 254007 Vikram Bajwa 24700 090 000 247008 Manjeet Kaur

Sangha862900 3134 000 862900

9 AmandeepSingh Sangha

21600 078 000 21600

10 Karamjit Singh 15400 056 000 1540011 Neha Sidhu 1000 004 000 1000

of totalShares ofthecompany

of SharesPledged encumberedto totalshares

change inshareholdingduring theyear

3000 000 000

988 000 000

981 000 000

962 000 000187 000 000092 000 000090 000 0003134 000 000

078 000 000

056 000 000004 000 000

No of shares No of shares of total sharesof the company

At the beginning of the year NIL NIL NIL NIL

At the End of the year

ii Shareholding of Promoters

iii Change in Promoters Shareholding (please specify if there is no change)

of total sharesof the company

NIL NIL NIL NIL

NIL NIL NIL NIL

Date wise Increase Decreasein Promoters Share holdingduring the year specifying thereasons for increasedecrease (eg allotmenttransfer bonus sweat equityetc)

HIRA AUTOMOBILES LIMITED

21

Indebtedness at thebeginning of the financialyeari) Principal Amountii) Interest due but not paidiii) Interest accrued but not

142138000 8157035200 8299173200

Total(i+ii+iii) 142138000 8157035200 8299173200Change in Indebtednessduring the financial year- Addition- Reduction (142138000)

2761646100(142138000)

Net Change (142138000) 2761646100 2619508100

Indebtedness at theend of the financial yeari) Principal Amountii) Interest due but not paidiii) Interest accrued but notdue

- 10918681300 10918681300

Total (i+ii+iii) - 10918681300 10918681300

iii INDEBTEDNESSIndebtedness of the Company including interest outstandingaccrued but not due for payment

2761646100

HIRA AUTOMOBILES LIMITED

22

Stock Option 000 000 000

Sweat Equity 000 000 000

Commission- as of profit- others specify

000 000 000

Others please specify 000 000 000

Total(A) 84000000 96000000 180000000

Ceiling as per the Act

REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A Remuneration to Managing Director Whole-Time Directors andor Manager

NEHA SIDHU RAHULINDERSINGH SIDHU

(b)Value of perquisites us17(2) Income-tax Act1961

( )17 3 Income- taxAct1961 000 000

Gross salary(a)Salary as per provisions contained

1961

84000000 96000000 180000000

(c)Profits inlieu of salary under section

000

000

000 000

in section17(1) of the Income-tax Act

HIRA AUTOMOBILES LIMITED

23

Independent DirectorsmiddotFee for attending board committee meetings

middotCommission

middotOthers please specify

NIL NIL NIL NIL NIL

Total(1) NIL NIL NIL NIL NILOther Non-Executive Directors

middotFee for attending board committee meetingsmiddotCommissionmiddotOthers please specify

NIL NIL NIL NIL NIL

Total(2) NIL NIL NIL NIL NIL

Total(B)=(1+2) NIL NIL NIL NIL NIL

Total Managerial Remuneration NIL NIL NIL NIL NIL

Over all Ceiling as per the Act NIL NIL NIL NIL NIL

CEO Company CFO TotalSecretary

Gross salary(a)Salary as per provisionscontained in section17(1)of

the Income tax Act 1961

000 000 285487 285487

000 000 000 000

Sweat Equity 000 000 000 000

- (b)Value of perquisites us

17(2)Income-taxAct1961

000

000

000

000

000

000

000

000

Commission- as of profit-others specifyhellip

000 000 000 000

Others please specify 000 000 000 000

Total 000 000 285487 285487

C Remuneration to Key Managerial Personal Other Than MDManagerWTD

(C)Profits inlieu of salary undersection 17(3) Income-taxAct 1961

Sweat EquityStock Option

IV PENALTIESPUNISHMENTCOMPOUNDINGOFOFFENCES--------------------------------------------NIL---------------------------------------

HIRA AUTOMOBILES LIMITED

B Remuneration to other directors

24

Parti culars Details

A Name(s) of the related party and nature of relationship Rahul Sidhu Enterprises Pvt Ltd

B Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not SpecifiedD Salient terms of the contracts or arrangements or transactions

including the value if anyAt bank rate of Interest

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the Board 30042015G Amount paid as advances if any 226620-

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

2 Details of contracts or arrangements or transactions not at arms length basis

Par t i cul ars Details

A Name(s) of the related party and nature of relationship RSG Studios Pvt Ltd

B Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not Specified

D Salient terms of the contracts or arrangements or transactionsincluding the value if any

At bank rate of Interest

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the Board 30042015

G Amount paid as advances if any 971927-

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

HIRA AUTOMOBILES LIMITED

NA

NA

CONSERVATIONOFENERGY TECHNOLOGYABSORPTIONANDFOREIGNEXCHANGEOUTGO

(A) Conservationof energy

(B) Technologyabsorption

(C) ForeignexchangeearningsandOutgo

Steps taken impact on conservation of energy with special reference to the following(i) Steps taken by the company for utilizing alternate sources of energy including waste generated - NIL(ii) Capital investment on energy conservation equipment - NIL

1 Efforts in brief made towards technology absorption - NIL2 Benefits derived as a result of the above efforts eg product improvement cost reduction product

development import substitution etc - NIL3 In case of imported technology (imported during the last 3 years reckoned from the beginning of the

financial year) following information may be furnished(a) Details of technology imported - NIL(b) Year of import - NIL(c) Whether the technologybeen fully absorbed- NIL(d) If not fully absorbed areaswhere absorption hasnot taken place and the reasons therefore- NIL

4 Expenditure incurred on Research and Development

25

Earnings NIL

Outgo NIL

including the value if any

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the BoardG Amount paid as advances if any Nil

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

A Name(s) of the related party and nature of relationship Pacific Finlease Pvt LtdB Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not Specified

D Salient terms of the contracts or arrangements or transactions At bank rate of Interest

NA

HIRA AUTOMOBILES LIMITED

26

RATIOOF REMUNERATION

(i) the ratio of the remuneration of each director to the median remun--eration of the employees of the company for the financial year

4701

(ii) the percentage increase in remuneration of each director Chief FinancialOfficer Chief Executive Officer Company Secretary or Manager if anyin the financial year

Nil

(iii) the percentage increase in the median remuneration of employees inthe financial year

Nil

(iv) the number of permanent employees on the rolls of company 866(v) the explanation on the relationship between average increase inremuneration and company performance

NA

(vi) comparison of the remuneration of the Key Managerial Personnelagainst the performance of the company

As per individual performance

Nil

(viii) average percentile increase already made in the salaries of employeesother than the managerial personnel in the last financial year and itscomparison with the percentile increase in the managerial remunerationand justification thereof and point out if there are any exceptionalcircumstances for increase in the managerial remuneration

Nil

(ix) comparison of the each remuneration of the Key Managerial Personnelagainst the performance of the company

As per individual performance

(x) the key parameters for any variable component of remuneraavailed by the directors

tion Nil

(xi) the ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess ofthe highest paid director during the year

Nil

(xii) Affirmation that the remuneration is as per the remuneration policyof the company

Yes

Vii) Variations in the capitalisation of the company price earningsratio as at the closing date of the current financial year and previousfinancial year and percentage increase over in the marketquotations of the shares of the company in comparison to the rate atwhich the company came out with last public offer incase of listecompanies and in case of unlisted companies the variations in the networth of the company as at the close of the current financial year andprevious financial year

HIRA AUTOMOBILES LIMITED

27 HIRA AUTOMOBILES LIMITED

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee StockPurchase Scheme) Guidelines 1999

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)

Regulations 1993 regarding the Companies Act and dealing with client(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009 and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998

(vi) Factories Act 1948 The Punjab Shops and Commercial Establishments Act 1958 The Payment of WagesAct 1936 The Minimum Wages Act 1948 Employees State Insurance Act 1948 The EmployeesProvident Fund amp Miscellaneous Provisions Act 1952 Payment of Bonus Act 1965 The Payment ofGratuity Act 1972 The Industrial Employment (Standing Orders) Act 1946 The Employment Exchange(Compulsory Notification of Vacancies) Act 1956 The Environment (Protection) Act 1986 The HazardousWastes (Management Handling amp Trans boundary Movement) Rules 2008 The Water (Prevention ampControl of Pollution) Act 1974 The Air (Prevention amp Control of Pollution) Act 1981 and The Punjab LabourWelfare Fund Act 1965

I have also examined compliance with the applicable clauses of the following

(i) Secretarial Standards issued by The Institute of Company Secretaries of India(ii) The Listing Agreement entered into by the Companywith BSE Limited

During the period under review the Company has complied with the provisions of the Act RulesRegulations Guidelines Standards etc mentioned above except to the extent as mentioned below

1 That Company has not complied with Regulation 38 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 relating to maintaining of minimum publicshareholding by a listed Company

2 That Company Secretary of the Company has resigned and new Company Secretary is to be appointed asrequired under Section 203 of The Companies Act 2013

3 That Company has not deducted and deposited labour welfare fund as required under The Punjab LabourWelfare Fund Act 1965

4 That Statutory bonus as required under Payment of Bonus Act 1965 has not been paid by the Companyduring the year

5 That there are related party transactions which are not in ordinary course of business and which are not atarms length basis

6 That there is carry forward of loans given to parties which are covered under section 185 of the CompaniesAct 2013

7 That the Company has 14 locations and some locations need to get registration under The Punjab Shopsand Commercial Establishments Act 1958 and some locations require factory license under Factories Act1948 whereas some locations require consent authorization for operation of a facility under pollution lawsand The Hazardous Wastes (Management Handling amp Trans boundary Movement) Rules 2008

8 That the periodical returns required to be filed under The Employment Exchange (Compulsory Notificationof Vacancies) Act 1956 has not been filed and are pending

I further report thatThe Board of Directors of the Company is duly constituted with proper balance of Executive Directors NonExecutive Directors and Independent Directors The changes in the composition of the Board of Directors thattook place during the period under review were carried out in compliance with the provisions of the Act

-

28 HIRA AUTOMOBILES LIMITED

Adequate notice is given to all directors to schedule the Board Meetings agenda and detailed notes on agendawere sent at least seven days in advance and a system exists for seeking and obtaining further information andclarifications on the agenda items before the meeting and for meaningful participation at the meeting

Majority decision is carried through while the dissenting members views are captured and recorded as part ofthe minutes

I further report that there are adequate systems and processes in the company commensurate with the size andoperations of the company to monitor and ensure compliance with applicable laws rules regulations andguidelines

This report is to be read with our letter of even date which is annexed as and forms an integralpart of this report

29 HIRA AUTOMOBILES LIMITED

30 HIRA AUTOMOBILES LIMITED

HIRA AUTOMOBILES LIMITEDCODEOF CONDUCT

PERSONTOWHOMTHECODEISAPPLICABLE

( ) GENERALSTANDARDOFCONDUCT

( ) APPLICABLELAWS

( ) CONFLICTOFINTEREST

( ) PROTECTINGCONFIDENTIALINFORMATION

This code is applicable to the following persons (hereinafter referred to as Officers of the company)-All the Board Members-The entire Core group Members of the Companyand heads of the department

1 Officers are expected to exercise good judgment to ensure the safety and welfare of employees consumerscustomers suppliers shareholders lenders and other stakeholders and to maintain a co-operativeefficient positive harmonious and productive work environment practice integrity in inter-personalrelationships work on the principal of mutual trust transparencyand teamwork

2 Officers are expected to acquire and maintain professional competence3 Officers are expected to observe discipline and conduct themselves both on and off-duty in a manner to

uphold the high image of the company4 Officers are expected to assist the company in identifying controlling mitigating and managing business

risks within the companys risk management policy framework5 Officers are expected to assist the company in providing to its employees a work environment free of

harassment and free of discrimination based on race religion creed color physical or mental disability agesex etc

6 Officers should not engage in selling or distribution or be in possession of or use narcoticspsychotropicdrugs or be under influence of alcohol while on duty

7 As Officers represent the Company before the public and various authorities they are expected to dressneatly and appropriately in a manner consistent with the nature of their work and the image of the company

8 Officers should not claim from the company unauthorized personal expenses9 Customersupplierinvestor Relationships- Officers who need to deal with customers suppliers and investors

should understand that they are dealing and therefore should uphold the image and goodwill generated andbuilt-up by the Companyover the year

Officers must acquire adequate Knowledge of all the applicable laws rules regulations order and notificationsunder regulatory framework as applicable to their functions and duties and should follow and comply with thesame and avoid violation breach or infringement thereof

Officers of the Company will avoid conflict of interest Conflict of interest is said to exit when personal interest mayhave a potential conflict with the interest of the company at large Where any transaction involves conflict ofinterest prior approval of the Managing Directors Executive Director and in case of a Director of the Boardshould be obtained

The Companys confidential information is a vita and asset It may relate to product product formula processproduct plans and road maps cost and financial information information as to customers suppliers dealers andemployees business arrangements and agreements as well as to patents trademarks copyrights and tradesecrets For the purpose of this Code confidential information would also include the information obtained by theCompany from a third party under a Non Disclosure Agreement Such confidential information should beprotected and safeguarded against unauthorized personal use and should not be disclosed to any one expect (i)with prior authorization (ii) in the ordinary course of carrying on the business of the Company In the course ofconducting the Companys Business Officers may come in possession of confidential information about itsemployees customers suppliers etc Officers should handle the same with utmost responsibility and prevent itsmisuse

I

II

III

IV

31 HIRA AUTOMOBILES LIMITED

( ) PREVENTIONOFINSIDERTRADING

( ) COMPANYSASSETS

( ) NONCOMPLIANCE

( ) ANYAMENDMENTSORMODIFICATIONTOTHECODEOFCONDUCT

( )ACKNOWLEDGEMENTOFRECEIPTOFCODEOFCONDUCTANDETHICS

1 COMPANY PHILOSOPHY ONCODEOF GOVERNANCE

2 BOARDOF DIRECTORS

V

VI

VII

VIII

IX

Officers are privy to price sensitive inside information and should not use it to make personal gains TheCompany has framed Code of Conduct for prevention of insider trading in the Securities of the CompanyOfficers should follow the same in letter and spirit

Protecting and safeguarding the Companys assets and properties and preventing their unauthorized usepersonal use is one of the key and prime responsibility of Officers Officers are personally responsible of theCompanys funds under their control Officers should use electronic communication facilities like e-mail Internetetc in a legal ethical and appropriate manner and not expose the Company to liability resulting from the illegalunauthorized or unethical use thereof

In case of non-compliance of any of the provisions of this Code of conduct the same shall be reported to theChairman of the Board of Directors of the Company

This Code of Conduct is subject to modification The Board of Directors has the requisite power and the authorityto update and amend the Code of Conduct from time to time

I have received and read the Companys Code of Conduct and Ethics and have understood the standards andpolicies contained therein I agree to comply with the Companys Code of Conduct and Ethics I hereby affirm tothe Company compliance with the Code Conduct and Ethics on an annual basis and also undertake to renewsuch affirmation in the first weekof April every year

Pursuant to Regulation 34 read with Schedule V to the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 a Report on Corporate Governance is givenbelow

The report on Corporate Governance is requirement under Listing Agreement entered into with stockExchange and forms part of the report of the Board of Directors to the shareholders of the Company Thisreport gives an insight into the organizational structure of the Company The vision of the company is to be afinancially sound profitable growth oriented company committed to building and maximizing sustainablevalue for all the shareholders In its endeavor to attain the goal visualized the company is laying maximumemphasis on the effective system of Corporate Governance

(a) CompositionThe present strength of Board of Directors of the Company is five comprising of two Promoter Directors and threeIndependent Directors having diversified professional experience Out of total strength of five Directors two areexecutive and three are Non-Executive The composition of Board of Directors as on 31 March 2016 is asunder

REPORT OF THEBOARDOFDIRECTORS ONCORPORATEGOVERNANCE

st

32 HIRA AUTOMOBILES LIMITED

SN Name DIN Designation Nature of Directorship

1 Rahul Inder SinghSidhu

00447452Chairman and ManagingDirector

Promoter Executive

2 Neha Sidhu 00460875 Whole-time director Promoter Executive

3 Isher Singh 02990779 Director Independent Non Executive4 Rajbir Kaur 06397998 Director Independent Non Executive

5 Rupinder Kaur 06403845 Director Independent Non Executive

6 Ramesh Kumar 00126036 Director Independent Non Executive

Sh Ramesh Kumar has resigned on 31122015 from the office of Director(b) Attendance of each Director at the Board Meetings held during the year 2015-16 and last Annual General

Meeting and number of other Boards or Board Committees in which heshe is a member is as under-

The detail of number of shares and convertible instruments held by non ndash executive directors is given asbelow

Shri Rahulinder Singh Sidhu Managing Director of the Company and Smt Neha Sidhu Whole Time Director on theBoard of Directors are related to each other as husband and wife

(c) During the year fifteen meetings of the Board ofDirectors were held on the following dates-

The familiarization programme imparted to independent directors is disclosed on weblinkof the Company

wwwhiraautomobilescom

33

30042015 30052015 31052015 21072015 31072015 15092015

30092015 31102015 02112015 30112015 02012016 0202201615022016 22022016 10032016

SN Name of non ndash executive Director No of Equity Shares Held No of convertibleinstruments Held

1 Rajbir Kaur Nil NA

2 Rupinder Kaur Nil NA3 Isher Singh Nil NA

Total Nil NA

SN

Name of Director No of BoardMeeting attended

No of otherDirectorship

Membershipin other

Committees

Attendance atlast AGM

1 Rahulinder Singh Sidhu 15 4 - Yes

2 Neha Sidhu 12 4 - Yes

3 Isher Singh 12 - 3 -

4 Rajbir Kaur 6 - 3 -

5 Rupinder Kaur 6 - 3 -

6 Ramesh Kumar 1 4 - -

HIRA AUTOMOBILES LIMITED

34

3 AUDITCOMMITTEE

4NOMINATIONANDREMUNERATIONCOMMITTEE

Remunerationpolicy

The terms of reference of the audit committee include all the matters as provided under Section 177 (4) of TheCompanies Act 2013 and the rules made there under and SEBI (LODR) Regulations 2015

As on 31 March 2016 In compliance with the provisions of Section 177(2) of the Companies Act 2013 AuditCommittee comprises of three Non-Executive Independent Directors five meetings of Audit Committee wereheld during the year under consideration on following dates

The details of members of the audit committee and their attendance is as under-

The terms of reference of Nomination and Remuneration Committee covers all the matters provided under theCompanies Act 2013 and the rules made there under and SEBI (LODR) Regulations 2015

As on 31 March 2016 in compliance with the provisions of Section 178(1) of the Companies Act 2013Nomination and Remuneration Committee comprises of three Non-Executive Independent Directors Twomeetings of Nomination and Remuneration Committee were held during the year under consideration on 30May 2015 and 10 March 2016The details of members of the audit committee and their attendance is as under-

Remuneration policy ensures that the level and composition of remuneration is reasonable and sufficient toattract retain and motivate directors of the quality required to run the company successfully and that relationshipof remuneration to performance is clear and meets appropriate performance benchmarks and that remunerationto directors key managerial personnel and senior management involves a balance between fixed and incentivepay reflecting short and long-term performance objectives appropriate to the working of the company and itsgoals

CompositionandMeetings

CompositionandMeetings

st

st

th

th

30052015 31072015 31102015 15022016 28032016

Name of Directors Position held in theCommittee

Category MEETINGSHeld Attended

Isher Singh Chairman Independent NonExecutive

Five Five

Rupinder Kaur Member Independent NonExecutive

Three Three

Rajbir Kaur Member Independent NonExecutive

Three Three

Name of Directors Position held in theCommittee

Category MEETINGS

Held Attended

Isher Singh Chairman Independent NonExecutive

Two Two

Rupinder Kaur Member Independent Non

Executive

Two Two

Rajbir Kaur Member Independent NonExecutive

Two Two

HIRA AUTOMOBILES LIMITED

35

5 REMUNERATIONOFDIRECTORS

6 STAKEHOLDERS GRIEVANCECOMMITTEE

7 GENERALBODYMEETINGS

There is no pecuniary relationship or transaction of the company with its independent directors other thanpayment of sitting fee to them for attending Board and Committee meetings Following Executive Directors werepaid as per detail given below

and no commission on profits is paid to any of the Directors No stock option has been given to any of theDirectors including Executive Directors

As on 31 March 2016 in compliance with the requirement of Section 178(5) of The Companies Act 2013Stakeholder Relationship Committee comprises of three Non-Executive Independent Directors to consider andresolve the grievances of security holders of the companyper detail given below

Sh Rahul Inder Singh Sidhu Managing Director has been appointed as Compliance officer for the purpose ofcomplying with various provisions of the Guidelines Regulations issued by Securities and Exchange Board ofIndia Listing Agreement with Stock Exchanges

The Company has not received any complaint during the year from the shareholders and there is no pendingcomplaint with the Company

(i) Location and time where last three Annual General Meetings were held is given below-

(i) Compositionst

(ii) ComplianceOfficer

(iii) Complaints

SN

NAME OFDIRECTOR

DESIGNATION SALARY Rs BENEFITS BONUS STOCKOPTIONS

PENSION

1 RahulinderSingh Sidhu

ManagingDirector

960000- - - - -

2 Neha Sidhu Whole TimeDirector

840000- - - - -

Name Category Designation

Isher Singh Independent Non Executive Chairman

Rupinder Kaur Independent Non Executive Member

Rajbir Kaur Independent Non Executive Member

Financial Year Date Time Venue

2012-13 30092013 1100 A M 20 Sector 8A Chandigarh 1100022013-14 30092014 500 PM 20 Sector 8A Chandigarh 110002

2014-15 30092015 500 PM 20 Sector 8A Chandigarh 110002

HIRA AUTOMOBILES LIMITED

36

(ii) Following Special Resolutions were passed in the previous 3 Annual General Meeting

(iii) No special resolution has been passed last year through postal ballot and no special resolution isproposed to be conducted through postal ballot

Quarterly results are normally published in the newspapers and also sent to BSE Limited Physical copy ofannual report which inter alia includes the Directors Report Corporate governance report Audited AccountsCash Flow Statements etc was sent to shareholders by post and also to BSE Limited The quarterly results andannual report isalso available on companys website at under investors section

Date 30092016 Time 0500 PM Day Friday and Venue Registered Office of the Company at 0598 Sector18B Chandigarh 160018

The companys Financial Year starts from 1 April every year and conclude on 31 March next year

The Register of Members and the Share Transfer Books of the Company shall remain closed from 29 day ofSeptember 2016 to 30 day of September 2016 (both days inclusive)

No dividend has been recommended by the Board this year and therefore information under this sub clause is nil

The shares of the Company are listed at BSE Limited only as other regional stock exchanges viz Delhi StockExchange Association Limited Ludhiana Stock Exchange Association Limited and Ahmedabad StockExchange Limited had been de-recoganised in the process of de-recoganition by Securities and ExchangeBoard of India The Company haspaid listing fee to BSE Limited

The Stock Code of the Company on BSE Limited is 531743

There was no trading of shares of the Company and no market price data is available Further Securities of theCompany were not suspended from trading by BSE Limited during last year

The Company has appointed Ms Beetal Financial amp Computer Services Private Ltd New Delhi as CommonAgency (RTA) for Share Transfer work in both modes physical as well as electronically Detail of RTA is as underMs Beetal Financial amp Computer Services Private LimitedBeetal House 3 Floor99 Madangir Behind Local Shopping Center Near Data Harsukhdas MandirNewDelhi- 110062 Ph 011-2996128182 Fax 011-29961284

The companys shares in dematerialized form transferable through depository system and Shares in physicalform are processed by Ms Beetal Financial amp Computer Services Private Limited The Board has authorised ShRahulinder Singh Sidhu Managing Director of the company to approve share transfers and matter relatedtherewith

8 MEANSOFCOMMUNICATION

9 GENERALSHAREHOLDERINFORMATIONAnnual General Meeting

Financial Year

BookClosure

Dividend

Listing

StockCode

StockMarket Data

Registrar andShareTransfer Agents

ShareTransfer System

wwwhiraautomobilescom

st st

th

th

rd

30092013 Nil

30092014 1 Approval for Borrowing Money in excess of the aggregate of the paid up share capital andfree reserves of the Company 2 Amendments in Articles of Association

30092015 Nil

HIRA AUTOMOBILES LIMITED

37

ReconciliationofShareCapital Audit

Distribution of shareholding

Dematerializationof sharesandliquidity

GDRsADRs

Mr Ravinder Kumar Practising Company Secretary carries out the Reconciliation of Share Capital Audit asmandated by SEBI and reports on the reconciliation of total issued and listed Capital with that of total sharecapital admitted held in dematerialized form with NSDL and CDSL and those held in physical form This audit iscarried out on quarterly basis and the report thereof is submitted to the Stock Exchanges

Detail of distribution of share holding of equity share of the Company by size and ownership class as on31032016 is given as under

The Shares of the company have not been traded on stock exchange during the period under review TheCompany has not been allotted ISIN and number of shares held in dematerialized formis nil

The Company has not issued any GDRsADRsWarrants or any Convertible instruments

UP TO 5000 129 6293 38840 38840000 14106

5001 TO 10000 49 2390 44500 44500000 16162

10001 TO 20000 7 341 10000 10000000 0363220001 TO 30000 4 195 9000 9000000 03269

30001 TO 40000 2 098 6800 6800000 02470

40001 TO 50000 1 049 4400 4400000 01598

50001 TO 100000 1 049 5200 5200000 01889

100001 AND ABOVE 10 585 2634700 2634700000 956876

Indian Promoter-IndividualHUF 11 2635700 9572

Non Resident Individual 1 500 002

Bodies Corporate 1 500 002

Resident Individuals-HUF 190 116740 424

HIRA AUTOMOBILES LIMITED

38

Plant ShowroomLocationsShowroom Locations

Address for correspondence

Related Party Transactions

Compliance

Vigil Mechanism

WhistleBlower Policy

Mandatory Requirements

1 Hira Automobiles Limited Rajbaha Road Patiala Ph No 0175-22091002 Hira Automobiles Limited Malout Road Muktsar Ph No 01633-2620203 Hira Automobiles Limited Village Bhadak Rajpura Ph No 01762-2448814 Hira Automobiles Limited Radha Swami Satsang Road Nabha PhNo 01765-5059595 Hira Automobiles Limited Muktsar Road Malout Ph No01637-2637246 Hira Automobiles Limited Patiala Pehowa Road DevigarhPh No0175-26311527 Hira Automobiles Limited Bathinda Malout Road Gidderbaha8 Hira Automobiles Limited Nabha Road Bhadson9 Hira Automobiles Limited Cheeka road Samana

10 Hira Automobiles Limited Malout Road Killianwali

Following is the address for correspondenceRegistered Office ndash Hira Automobiles Limited 0598 Sector 18-B Chandigarh 160018

There are no materially significant related party transactions that may have potential conflict with the interests ofcompany at large There were transactions with related parties at market price at arms length basis which aredisclosed in Form AOC ndash 2 attached herewith The policy on dealing with related party transactions is availableon web link of the Company

The Company has complied with all the provisions of listing agreement and that no penalties and or strictureshas been imposed on the company by Stock Exchange or SEBI or any statutory authority on any matter relatedto capital markets during the last three years

Detail of Vigil Mechanismis provided in the same heading in Directors Report

Company has formulated the Whistle Blower Policy to safeguard the interest of its stakeholders Directors andemployees to freely communicate and address to the Company their genuine concerns in relation to any illegalor unethical practice being carried out in the Company and that no personnel has been denied access to the auditcommittee

The Company has complied with all the mandatory requirements as stipulated in SEBI (Listing and DisclosureRequirements) Regulations 2015

10 OTHERDISCLOSURES

wwwhiraautomobilescom

HIRA AUTOMOBILES LIMITED

39

MANAGEMENTDISCUSSIONANDANALYSIS REPORT

1 Industrystructureanddevelopment

2 Opportunitiesandthreats

3 Segmentwiseor product wiseperformance

4 Outlook

5 Risksandconcern

6 Internal control systemsandtheir adequacy

HIRA AUTOMOBILES LIMITED

40

7 Discussiononfinancial performancewithrespect tooperational performanceDue to overall recessionary economy and internal competition with the new dealer there has been minoradverse impact on the financial stability of the company with respect to operational performance as the workingcapital limits of the company has increased substantially where as there is no growth in sales In comparison tominor growth in operational performance Profitability of the company has been decreasing during the yearinspite of higher burden of interest expenditure salary and wages and other admistrative expenses

8 HumanRecourses

9 Management of theCompany

Human Resource is considered to be the most prized assetof the company by the management Hence the work-forceis being looked after well and ensured that they remain motivated The 360 degree appraisal system ensures theirsatisfaction and brings out their concerns and bikerings which are addressed by the management immediately Thisimproves the employee-management relationship and makes themwork for the better future of the company

As Company has a large network of branches spread over 14 locations in two district of Patiala and Muktsar eachlocation is being managed by a rich experienced deemed CEO who is also known deemed key managerial personnelAll the branches key Managerial Personnel are reporting directly to CMD sitting at Patiala corporate office of thecompany

HIRA AUTOMOBILES LIMITED

41

COMPLIANCECERTIFICATEBYCHIEFEXECUTIVEOFFICERANDCHIEFFINANCIALOFFICER

We Rahulinder Singh Sidhu Managing Director and Sandeep Rana Chief Financial Officer of the Companyhereby certify thatA We have reviewed financial statements and the cash flow for the year ended 31 March 2016 and that to thebest of our knowledge and belief(1) These statements do not contain any materially untrue statement or omit any material fact or containstatements that might be misleading(2) These statements together present a true and fair view of the company affairs and are in compliance withexisting accounting standards applicable laws and regulationsB There are to the best of our knowledge and belief no transactions entered into by the Company during theyear that are fraudulent illegal or volatile to the companyscode of conductC We accept responsibility for establishing and maintaining internal controls for financial Reporting and that wehave evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting andwe have disclosed to the auditors and the audit committee deficiencies in the design or operation of such internalcontrols if any of which they are aware and the steps they have taken or propose to take to rectify thesedeficienciesD We have indicated to the auditorsand the Audit committee(1) Significant changes in internal control over financial reporting during the year(2) Significant changes in accounting policies during the year and that the same have been disclosed in thenotes to the financial statements and(3) There were no instances of fraud of which they have become aware and the involvement therein of themanagement or an employee having a significant role in the companys internal control system over financialreporting

I Rahulinder Singh Sidhu Managing Director of the Company hereby declare that all Board Members andSenior Management Personnel have affirmed compliance with the code of conduct for the Directors and SeniorManagement Personnel as approved by the Board for the Financial Year ended 31 March 2016

For

st

st

HIRA AUTOMOBILES LIMITED

42

AUDITORS CERTIFICATEONCORPORATEGOVERNANCE

The Board of DirectorsHira Automobiles LimitedChandigarh

We have examined the compliance of conditions of Corporate Governance by Hira Automobiles Limited for thefinancial year ended March 31 2016 as stipulated in the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015

The compliance of conditions of Corporate Governance is the responsibility of the management Ourexamination was limited to procedures and implementation thereof adopted by the company for ensuring thecompliance of the conditions of the Corporate Governance It is neither an audit nor an expression of opinion onthe financial statements of the company

In our opinion and to the best of our information and according to the explanations given to us we certify that thecompany has complied with the conditions of Corporate Governance as stipulated in the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015

We further state that such compliance is neither an assurance as to the future viability of the company nor theefficiency of effectiveness with which the management has conducted the affairs of the company

HIRA AUTOMOBILES LIMITED

43 HIRA AUTOMOBILES LIMITED

4

5

OPINION

REPORTONOTHERLEGALANDREGULATORYREQUIREMENTS

44 HIRA AUTOMOBILES LIMITED

Annexureldquo Ardquoto the Independent Auditors Report on the Standalone Financial Statements of Hira Automobiles Limited(Referred to in paragraph 1 (f) under Report on Other Legal and Regulatory Requirements of our report of evendate)

REPORT ON THE INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING UNDER CLAUSE (i)OF SUBSECTION3 OF SECTION 143 OF THE COMPANIES ACT 2013 (ldquoTHE ACTrdquo)

We have audited the internal financial controls over financial reporting of hira automobiles LIMITED (ldquotheCompanyrdquo) as of March 31 2016 in conjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

The Companys management is responsible for establishing and maintaining internal financial controlsbased onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the ldquoGuidance Noterdquo) issued by the Institute of Chartered Accountants of India These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherence to Companyspolicies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financial information as requiredunder the Companies Act 2013

Our responsibility is to express an opinion on the Companys internal financial controls over financial reportingbased on our audit We conducted our audit in accordance with the Guidance Note and the Standards onAuditing prescribed under Section 143(10) of the Companies Act 2013 to the extent applicable to an audit ofinternal financial controls Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if such controls operatedeffectively in all material respects Our audit involves performing procedures to obtain audit evidence about theadequacy of the internal financial controls system over financial reporting and their operating effectiveness Ouraudit of internal financial controls over financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditors judgement including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internalfinancial controlssystem over financial reporting

MANAGEMENTSRESPONSIBILITYFORINTERNALFINANCIALCONTROLS

AUDITORS RESPONSIBILITY

45 HIRA AUTOMOBILES LIMITED

MEANINGOFINTERNALFINANCIALCONTROLSOVERFINANCIALREPORTING

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVERFINANCIAL REPORTING

OPINION

A companys internal financial control over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles A companys internal financial controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of thecompany (2) provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and that receipts andpayments of the company are being made only in accordance with authorisation of management and directors ofthe company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the companys assets that could have a material effect on the financialstatements

Because of the inherent limitations of internal financial controls over financial reporting including thepossibility of collusion or improper management override of controls material misstatements due to error orfraud may occur and not be detected Also projections of any evaluation of the internal financial controlsover financial reporting to future periods are subject to the risk that the internal financial control over financialreporting may become inadequate because of changes in conditions or that the degree of compliance withthe policies or procedures may deteriorate

in our opinion to the best of our information and according to the explanations given to us the Companyhas in all material respects an adequate internal financial controls system over financial reporting and suchinternal financial controls over financial reporting were operating effectively as at March 31 2016 based onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note

46 HIRA AUTOMOBILES LIMITED

Annexure B To Auditors ReportAnnexure referred to in paragraph 3 of our report of even date

1 (a) The Company has maintained proper records showing full particulars including quantitativedetailsand situation of fixed assets at Corporate Office and in the process of maintaining at outlets

(b) We have been informed that the fixed assets of the company have been physically verified by themanagement at reasonable intervals and no material discrepancies were noticed on such verification

2 (a) As informed to us physical verification of inventory of the company has been conducted by themanagement at reasonable intervals (b) In our opinion and according to the explanations givento us the procedures of Physical verification of inventory followed by the management arereasonable and adequate in relation to the size of the company and the nature of its business

(c) In our opinion and according to the explanations given to us the Company is maintainingproper records of inventory We have been informed that no material discrepancies have been noticedon physical verification as compared to records

3 (a) According to the information and explanation given to us the Company has advanced inter corporatedeposits to three companies covered in the register maintained under section 189 of the CompaniesAct2013 and there is no stipulation as to the time period for recovery of principal and interest amount ofunsecured loan given

(b) Further as there is no stipulation as to the time period for recovery of principal amount ofunsecured loan given we are unable to comment on the overdue amount in respect of thesaid loan

4 In our opinion and according to the information and explanations given to us the Company has compliedwith the provisions of Sections 185 and 186 of the CompaniesAct 2013 in respect of grant of loans makinginvestments and providing guarantees and securities

5 According to the information and explanation given to us the Company has not accepted deposits frompublic Advances from customers for sale of vehicles and against sale promotion schemes run by theCompany to promote its sale are received and paid in the ordinary course of business

6 The maintenance of cost records under section 148(1) of the CompaniesAct 2013 has not been prescribedby the Central government for the Companysince it is not manufacturing Company

7 (a) According to the information and explanations given to us the company is generally regular indepositing all statutory dues including provident fund investor education and protection fundemployees state insurance income tax sales tax wealth tax custom duty excise duty cess and anyother statutory due with appropriate authority during the year

(b) According to the information and explanations given to us there are no disputed amount payables inrespect of provident fund investor education and protection fund employees state insurance incometax sales tax wealth tax customduty excise duty cess by the Company

(c ) No amount was lying with the company which was required to be transferred to investor education andprotection fund in accordance with the relevant provisions of the CompaniesAct 1956 (1 of 1956) andrulesmade there under

8 As informed to us the companyhas not defaulted in repayment of dues to financial institutions or banks

9 As informed to us the company has not given any guarantee for loans taken by others from bank orfinancial institutions

47 HIRA AUTOMOBILES LIMITED

10 As informed to us the proceeds of the term loans taken by the company are applied for the purpose forwhich the loans were obtained

11 Based on the audit procedures performed for the purpose of reporting the true and fair view of the financialstatements and as per the information and explanation given by the management we report that no fraudby the company has been noticed or reported during the course of our audit

48 HIRA AUTOMOBILES LIMITED

49

Particulars Note No As at As atMarch 312016 March 312015

I EQUITY AND LIABILITIES(1) Shareholders funds

(a) Share capital 2 2753440000 2753440000(b) Reserves and Surplus 3 6240053700 5676970200

(2) Non-current liabilities(a) Long term borrowings 4 10202167800 9006585600(b) Deferred tax liabilities (net) 5 1662638300 1542080600(c) Other long-term liabilities 6 5734992800 5067035200

(d) Long-term provisions 7 1339912400 1244415300(3) Current liabilities

(a) Short term Borrowings 8 49363423500 59501393100(b) Trade payables 9 1502741100 6123301200(c) Other current liabilities 10 3671194600 4679162300(d) Short term provisions 11 823155600 789863800

Total 83293719800 96384247300ASSETS

(1) Non-Current assets(a) Fixed assets

(i) Tangible assts 12 16817879700 16711642800(ii) Intangible assets 13 - -

(b) Non-current investments 14 1120000 1120000(d) Long-term loans and advances 15 2618538200 2251312400

(2) Current assets(a) Inventories 16 41208502100 40489156300(b) Trade Receivables 17 14372057700 13922503000(d) Cash and Cash equivalents 18 3697504100 11556587000(e) Short-term Loans and Advances 19 4497240800 11399114400(f) Other Current assets 20 80877200 52811400

Total 83293719800 96384247300

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

(IN RUPEES)

Chairman and Managing Director

Balance Sheet

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies 1

50

Particulars Note No Year Ended Year EndedMarch 312016 March 312015

I Revenue from operations 21 310372896800 323733670200II Other income 22 136994600 525412000III Total Revenue(I+II) 310509891400 324259082200IV Expenses

a Cost of Material Consumed 23 1357073500 1293751900b Purchase of Stock-in-Trade 24 281848216100 294479334400c Changes in Inventories of Finished Goods 25 (719345800) (186205700)d Employee Benefits Expenses 26 12664754100 12944732800e Finance Costs 27 5604834800 4157234900f Depreciation and Amortization expense 12 1358225700 1559476600g Other Expenses 28 7395406500 8383136200

Total Expenses 309509164900 322631461100V Profit before tax (III-IV) 1000726500 1627621100

VI Tax expense(a)Current tax 275985000 473844400(b)Deferred tax 120557700 -

VII Profit for the Year(V-VI) 604183800 1153776700VIII Prior period tax expenses 41100300 75346500IX Earnings per Equity Share(in Rupees) 563083500 1078430200

Basic 219 392Diluted 219 392

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

Profit amp Loss Account

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies

51

Particulars As at March 312016 As at March 312015A Cash Flow from Operating Activities

Net Profit before Tax 1627621100Adjustment forDepreciation 1559476600Interest expenses 4157234900Loss Profit on Sale of Fixed Assets -

Operating ProfitLoss before Working Capital Changes 7344332600Adjustment for(Increase)Decrease in Trade amp Other receivables 940107800(Increase)Decrease in Inventory (186205700)Increase(Decrease) in Trade Payables amp other provisions (4054306400)(Increase)Decrease in Other Loans amp Advances (4635970800)Cash generated from operations (592042500)Taxes Paid (549190900)Previous Year Taxes (Net) -Net Cash from Operating Activities (A) (1141233400)

B Cash Flow from Investing Activities(Purchase) of FixedCapital Expenditure (2227931100)Sale of Fixed Assets 883140700Sale(Purchase) of Investment (315826300)

Net Cash used in Investing Activities (B) (1660616700)C Cash Flow from Finance Activities

Proceeds from Long Term Borrowing (Net) (4869873700)Secured Loan 18024550800Unsecured Loan - 991878400Interest paid (4157234900)Net Cash from Financing Activities (C ) 9989320600

Net increase in Cash and Equivalents (A+B+C) 7187470500Opening Balance of Cash and Cash Equivalents 4369116500

Closing Balance of Cash and Cash Equivalents

1000726500

13582257005604834800

69725800

8033512800

(449554700)(719345800)

(5595236000)68738078008143184100(275985000)

(41100300)7826098800

(1622365700)88177300

(367225800)

(1901414200)

1959036900(10137969600)

(5604834800)(13783767500)

(7859082900)11556587000

3697504100 11556587000

Notes1 Figures in brackets indicate cash outflow2 The above Cash Flow Statement has been prepared under the indirect method set out in AS 3-Cash

Flow Statement as prescribed by Companies (Accouning Stanadards)Rules2006

This is the Cash Flow Statement referred to our report of even date

Cash Flow Statement

HIRA AUTOMOBILES LIMITED

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

For the Year Ended 31 March 2016st

52

Notes to Accounts2 SHARE CAPITAL

As at March 31 2016 As at March 312015(1)AUTHORISED6000000 Equity shares of Rs10-each 6000000000 6000000000

FULLY PAID UP

ISSUEDSUBSCRIBED -2753440 Equity shares of Rs10 each

6000000000 6000000000

2753440000 2753440000

2753440000 2753440000

Shares at the beginning of the accounting Period2753440 Equity shares of Rs10- each 2753440000 2753440000Additions during the year - -Shares outstanding at the end of year 2753440000 2753440000Total 2753440000 2753440000

(a) Rights Preferences and Restrictions Attached to sharesEquity Shares The Company has only one class of equity shares having a par value of Rs 10 per shareEach Shareholder is entitled to one vote per share In the event of liquidation of the company the holder ofequity shares will be entitled to receive any of the remaining of the Company after distribution of allpreferential amounts However no such preferential amount exist currently The distribution will be inproportion to the number of equity shares held by the equity shareholders(b) Detail of Shares held by Shareholders holding more than 5 of the Aggregate Shares in theCompany

Name of Shareholders No of Shares Shareholding as at March31 2016

Rajinder Kaur Bhattal 826000 3000Kuldeep Singh Bhattal 272100 988Rahul Sidhu 270000 981Simran Bajwa 265000 962Manjeet Kaur Sangha 862900 3134

3 RESERVES AND SURPLUSAs at March 312016 As at March 312015

General reserveAt the beginning of the accounting period 723675000

-

-

-

-

723675000Additions during the yearAt the end of the accounting period 723675000 723675000Surplus in Statement of Profit and LossAt the beginning of the accounting period 4953295200 3874865000Additions during the year 563083500 1078430200(balance in statement of profit amp loss ac)prior period expenses written offtransfer tofrom reservesAt the end of the accounting period 5516378700 4953295200

Total 6240053700 56769702004 LONG TERM BORROWINGS

As at March 312016 As at March 312015SECUREDTerm loan(Secured against hypof car and guaranteed bythe directors of the co)

(Secured against Focal Point Properties andguaranteed by directors)

-

5018479300

142138000

5774447600

UNSECUREDLoans from directors 5183688500 3090000000Loans from shareholders and public - -Total 10202167800 9006585600

Term loan

HIRA AUTOMOBILES LIMITED

53

5 DEFERRED TAX LIABILITIES (NET)As at March 312016 As at March 312015

Deferred tax liabilities 1662638300 1542080600Total 1662638300 1542080600

6 OTHER LONG TERM LIABILITIESAs at March 312016 As at March 312015

Sales promotion scheme- Customeradvances

5046479000 4415090000

Security from Employees 688513800 651945200Total 5734992800 5067035200

7 LONG TERM PROVISIONSAs at March 312016 As at March 312015

Gratuity provision 1339912400 1244415300Total 1339912400 1244415300

10 OTHER CURRENT LIABILITIESAs at March 312015

Current maturities of long term debts 880473400 1674618400Interest accrued and due on borrowings - -Value added tax and CST 2185026500 2517359600TDS payable 111535600 157798400Current year taxes payable(net of advance tax) - -

Other payables 494159100 329385900Total 3671194600 4679162300

11 SHORT TERM PROVISIONS

(a) Provisions for employee benefits 823155600 789863800

8 SHORT TERM BORROWINGSAs at March 312016 As at March 312015

Secured loans from banksPunjab National Bank -(secured against hypothecation of stockand book-debts)Gur Mandi Patiala 30680878500 29077205300Gagan Chowk Rajpura 1863121400 1705992300New Grain Market Muktsar and Malout 842363700 757042200Inventory funding 15977059900 27961153300(secured against hypothecation of stockand book-debts)Total 49363423500 59501393100

9 TRADE PAYABLESAs at March 312016 As at March 312015

Sundry Creditors 357269200 2822407500Advance from Parties-Interest free 1145471900 3300893700Total 1502741100 6123301200

HIRA AUTOMOBILES LIMITED

As at March 312016 As at March 312015

Total 823155600 789863800

As at March 312016

54 HIRA AUTOMOBILES LIMITED

14 NON CURRENT INVESTMENTAs at March 312016 As at March 312015

Investment in Shares 1120000 1120000Investment in Mutual Funds - -

Total 1120000 1120000

15 LONG TERM LOANS AND ADVANCESAs at March 312016 As at March 312015

Security Deposits 366283000 337485500(Unsecured considered good unlessOtherwise Stated)Intercorporate Deposits 2252255200 1913826900Total 2618538200 2251312400

16 INVENTORIESAs at March 312016 As at March 312015

(As taken valued amp certified by the management)

Stock in Trade (in respect of goodsacquired for trading )

38093012700 37213584000

Stores Spares amp Loose tools 3115489400 3275572300

Total 41208502100 40489156300

17 TRADE RECEIVABLESAs at March 312016 As at March 312015

(unsecured considered good unlessotherwise stated)(1)Debts outstanding for a period exceeding

six months from the date they are due 513584600 623548900(2)Other debts 13858473100 13298954100Total 14372057700 13922503000

55

18 CASH amp CASH EQUIVALENTS As at March 312016 As at March 312015

(a) Balance with BanksFixed deposits 1260950600 812770600(Earmarked balances with banksheld as margin moneyagainst borrowingsand other commitments)Current accounts 1243916600 6403274200Gold Coins 29547200 29547200(b) Cheques Draft on HandCheques in HandCash in hand

202088500961001200

30714258001239569200

Total 3697504100 11556587000

19 SHORT TERM LOANS amp ADVANCESAs at March 312016 As at March 312015

(Unsecured considered good unlessotherwise stated)advances recoverable in cash orin kind for the value to be received(1)Advance to parties 2541662700 9294257800(2) Receivable from revenue authorities 551783000 569108700(3)Current years taxes recoverable(net ofliability)

332615600 380504500

(4) Other advances 1071179500 1155243400Total 4497240800 11399114400

HIRA AUTOMOBILES LIMITED

56

20 OTHER CURRENT ASSETSAs at March 312016 As at March 312015

Prepaid Expenses 80877200 52811400

Total 52811400

21 REVENUE FROM OPERATIONSAs at March 312016 As at March 312015

Sale of products 290733945600 301324413800Sale of services 9681919400 10435033800

Other operating revenues 9957031800 11974222600310372896800 323733670200

Less Excise duty - -Total 310372896800 323733670200

22 OTHER INCOMEAs at March 312016 As at March 312015

Interest income 87335400 279807100Other Non-operating income 49659200 245604900Total 136994600 525412000

23 COST OF MATERIAL CONSUMEDAs at March 312016 As at March 312015

Purchases Raw-Materials and PackingMaterials

1357073500 1293751900

Add Opening balance of stock - -1357073500 1293751900

Less Closing balance of stock - -Total 1357073500 1293751900

80877200

24 PURCHASE OF STOCK IN TRADEAs at March 312016 As at March 312015

Purchases of Traded goods 281848216100 294479334400

Total 281848216100 294479334400

25 CHANGES IN INVENTORIESAs at March 312016 As at March 312015

Finished Goodsat the beginning of the accounting period - -at the end of the accounting period - -Stock-in-Tradeat the beginning of the accounting period 40489156300 40302950600at the end of the accounting period 41208502100 40489156300Total (719345800) (186205700)

26 EMPLOYEE BENEFIT EXPENSESAs at March 312016 As at March 312015

Salary and Wages 8156996000 9654096800HRA Expenses and other allowance 2733336200 1148756100Contribution to Provident fund 587123100 490338400Contribution to Employees state Insurance fund 157923000 161030000Workers and Staff Welfare 299823200 269213600Gratuity Expenses 95497100 64570600Bonus 420931500 903597900Employees Training and Uniform expenses 213124000 253129400Total 12664754100 12944732800

HIRA AUTOMOBILES LIMITED

57

27 FINANCE COSTSAs at March 312016 As at March 312015

Interest ExpenseInterest to Banks 4309580000 3483884100Interest on Unsecured loans 1196279800 577607600Interest to Customers (36290200) (95330900)Interest to MSIL (121679800) (50429300)Interest to Bank on Vehicle loan 29667800 43272600Bank Charges 227277200 198230800

Total 5604834800 4157234900

28 OTHER EXPENSESAs at March 312016 As at March 312015

Accessories Expenses 9551600 18313400Festival Expenses 30357200 8141000Donation 13123500 9144500Freight Inward 23896900 26399000Power amp Fuel 913761800 911434100Software Usage Charges 91413600 86473500Entertainment Exp 19129900 29106000Rent Rates amp Taxes 701191800 671145200General Expenses 162725500 138611000Godown Rent 57600000 48125000Insurance 161551400 173705300Legal expenses 43474400 60436900Misc Expenses 7073900 3598300News Paper amp Periodicals 9374100 7947200Outside Labour Expenses 284322400 102072700Payment to the Auditors 48313400 15000000Postage amp Courier Expenses 10683600 13298800Professional Charges 147965200 1006744000Printing amp Stationery 165125400 223093400Repair to Buildings and fixed assets 309177500 427256800MDS Expenses 21264900 35806500Telephone Expenses 326712100 525640000Workshop Expenses 325704400 579373600Vehicle Running Expenses 182200200 225090800Other expenses 18263600 405070100Advertisement ExpensesDiscounts

99310800745200400

118382500821623000

Customer welfare 146224200 161357500Demo Expenses amp PDI Expenses 372510300 437441500Sales Promotion 696744200 773152400Sale Commission amp Incentives 160190000 35180000Pool Cancellation and lifting charges 202092600 166694500Marketing Staff Tour expensesTrue Value Expenses

531070200358105500

581622300442725000

Total 7395406500 8383136200

HIRA AUTOMOBILES LIMITED

58 HIRA AUTOMOBILES LIMITED

Post-Employment BenefitsDefined Contribution PlansA defined contribution plan is a post-employment benefit plan under which the Company pays specifiedContributions to a separate entity The Company makes specified monthly contributions towards ProvidentFund Superannuation Fund and Pension Scheme The Companys contribution is recognized as an expense inthe Profit and Loss Statement during the period in which the employee renders the related service

The Company does not deal with Foreign Currency hence AS-11 ldquoEffect of changes in Foreign Exchangesissued bythe Institute of Chartered Accountantsof India isnot applicable

Cash Flow Statements has been prepared following the indirect method set out in the Accounting Standard-3 on ldquoCash Statements ldquoissued by the Institute of Chartered Accountants of India

(i) Income tax expenses for the period comprise of Current Tax amp Deffered Tax(ii) Current tax is measured at the amount expected to be paid to the tax authorities using the applicable tax

Rates of the Income TaxAct 1961(iii) Deferred Tax is calculated on the timing differences being the difference between accounting income and

taxable income which originates in one period and are capable of reversal in one or more subsequentaccounting periods in accordance with the provisions of Accounting Standard -22 on ldquoAccounting forTaxeson Incomerdquo issued by the Institute of Chartered Accountants of IndiaDeferred tax assets are recognized only to the extent that there is a reasonable certainty that sufficientfuture income will be available except that deferred tax assets in case there are unabsorbed depreciationor losses are recognized if there is virtual certainty that sufficient future taxable income will be available torealize the same

Depreciation on Fixed Assets is provided on the basis of Straight Line Method (SLM) Depreciation isprovided based on useful life of the assets as prescribed in Schedule II to the Companies Act 2013

Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and itis probable that an outflow of resources will be required to settle the obligation and a reliable estimate canbe made Provisions are not discounted to their present value and are determined based on the bestestimate required to settle the obligation at the reporting date These estimates are reviewed at eachreporting date and adjusted to reflect the current best estimatesContingent liabilities are disclosed unless the possibility of outflow of resources is remoteContingent assets are neither recognized nor disclosed in the financial statements

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value Animpairment loss is charged to the Profit and Loss Statement in the year in which an asset is identified asimpaired The impairment loss recognized in prior accounting period is reversed if there has been a changein the estimate of recoverable amount

G) ForeignCurrencyTransaction

H) CashFlowStatements

J) Depreciation

K) ProvisionsandContingent liabilities

L) Impairment ofAssets

I) TaxesonIncome

59 HIRA AUTOMOBILES LIMITED

M) EarningsPer Share

N) Segment Reporting

has been made in accordance with the requirement of Accounting Standard (AS) -20 on Earnings PerShare issued by the Institute of Chartered Accountants of India Diluted Earning per share is the same asBasic Earning per share because there is no potential equity shares which would have dilutive effect onearning per shares to equity shareholders

The Company is Authorized Dealer of Maruti Suzuki India Limited (MSIL) and hence is engaged in thebusiness of sale amp service of MSIL vehicles As the basic nature of sale of variants of vehicles is governedby the same set of risk amp returns these have been grouped as single segment as per AccountingStandard(AS-17) on segment reporting issued by the Institute of Chartered Accountants of India

2 Detail in respect of Opening Stock Sales and Closing Stock as follows

3 (a) During the year the company has recognized the following amounts as Defined Contribution Pan in theProfit and Loss Account

i) Employers Contribution to Provident Fund - Rs 5871 Lacsii) Employers Contribution to Employee State Insurance - Rs 1579 Lacs

The calculation of Earnings Per Share (EPS) as disclosed in the Balance Sheet Abstract

(b) During the year the Company has made provision for Gratuity in books asdesigned benefit plan

4 Subsequent to Accounting Standards -22 Accounting for Taxes on Income Issued by the Institute ofCharteredAccountants of India Deferred Tax Expenses of Rs 120557700 for the periods is recognized inthe profit and LossAmount

Calculation of Deferred TaxLiability is as followsWritten down value of Fixed Assets as on 31032016 (As per Company Act) 168178793Written down value of Fixed Assets as on 31032016 (As per Income Tax Act) 114371729bull Timing Difference 53807064bull Tax 3090 16626383bull Deferred Tax Liability as on 31032016 16626383bull Deferred Tax Liability as on 31042015 15420806bull Deferred Tax Liability to be provided for 1205577

5 Legal amp Professional Fees includes Payments to Auditors comprising as follows-i) Statutory Audit fee Rs 10000000ii) Tax audit and Vat audit Fee Rs 5000000

6 Related Party Disclosure in accordance with Accounting Standard-18

Pacific Finlease Pvt LtdRahul Sidhu Enterprises Pvt LtdRSG Studios Pvt Ltd

(a) Enterprises owned or Significantly Influenced by Directors and their Relatives

60 HIRA AUTOMOBILES LIMITED

Particulars Opening Stock Sales Closing StockQty

825VehiclesSpares ampAccessory

Amount(Rs In Lacs)

37213632756

Qty

5627

Amount(Rs In Lacs)2647068260272

Qty

1131

Amount(Rs In Lacs)

38093031155

b)

Pacific Finlease Pvt Ltd

Rahul Sidhu Enterprises Pvt Ltd

RSGStudios Pvt Ltd

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 1915Interest Recovered during the financial year 207

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 14379Interest Recovered during the financial year 035

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 6229Interest Recovered during the financial year 618

7 Calculation of Earning Per Share is as follows Profit after Tax as per Profit amp Loss Account as on 3132016 5630835

For Basic Earning Per share 2753440For Diluted Earning Per Share 2753440

Basic 219Diluted 219

8 Balance confirmation letters have been obtained from some of the parties on test check basis9 Figures of Previous year have been re-grouped and re classified wherever necessary in order to

conform to the current years presentation

As per our report of even date

No of Equity Share (Face value Rs 10- each)

Detail of transaction for the financial year 2015-16

Earning Per Share

61 HIRA AUTOMOBILES LIMITED

Page 20: HIRAAUTOMOBILESLIMITED - bseindia.com · S. Isher Singh Director Mrs. Neha Sidhu Whole time Director Mrs ... Name Rahulinder Singh Sidhu Age 34 Brief Resume Working as Director in

21

Indebtedness at thebeginning of the financialyeari) Principal Amountii) Interest due but not paidiii) Interest accrued but not

142138000 8157035200 8299173200

Total(i+ii+iii) 142138000 8157035200 8299173200Change in Indebtednessduring the financial year- Addition- Reduction (142138000)

2761646100(142138000)

Net Change (142138000) 2761646100 2619508100

Indebtedness at theend of the financial yeari) Principal Amountii) Interest due but not paidiii) Interest accrued but notdue

- 10918681300 10918681300

Total (i+ii+iii) - 10918681300 10918681300

iii INDEBTEDNESSIndebtedness of the Company including interest outstandingaccrued but not due for payment

2761646100

HIRA AUTOMOBILES LIMITED

22

Stock Option 000 000 000

Sweat Equity 000 000 000

Commission- as of profit- others specify

000 000 000

Others please specify 000 000 000

Total(A) 84000000 96000000 180000000

Ceiling as per the Act

REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A Remuneration to Managing Director Whole-Time Directors andor Manager

NEHA SIDHU RAHULINDERSINGH SIDHU

(b)Value of perquisites us17(2) Income-tax Act1961

( )17 3 Income- taxAct1961 000 000

Gross salary(a)Salary as per provisions contained

1961

84000000 96000000 180000000

(c)Profits inlieu of salary under section

000

000

000 000

in section17(1) of the Income-tax Act

HIRA AUTOMOBILES LIMITED

23

Independent DirectorsmiddotFee for attending board committee meetings

middotCommission

middotOthers please specify

NIL NIL NIL NIL NIL

Total(1) NIL NIL NIL NIL NILOther Non-Executive Directors

middotFee for attending board committee meetingsmiddotCommissionmiddotOthers please specify

NIL NIL NIL NIL NIL

Total(2) NIL NIL NIL NIL NIL

Total(B)=(1+2) NIL NIL NIL NIL NIL

Total Managerial Remuneration NIL NIL NIL NIL NIL

Over all Ceiling as per the Act NIL NIL NIL NIL NIL

CEO Company CFO TotalSecretary

Gross salary(a)Salary as per provisionscontained in section17(1)of

the Income tax Act 1961

000 000 285487 285487

000 000 000 000

Sweat Equity 000 000 000 000

- (b)Value of perquisites us

17(2)Income-taxAct1961

000

000

000

000

000

000

000

000

Commission- as of profit-others specifyhellip

000 000 000 000

Others please specify 000 000 000 000

Total 000 000 285487 285487

C Remuneration to Key Managerial Personal Other Than MDManagerWTD

(C)Profits inlieu of salary undersection 17(3) Income-taxAct 1961

Sweat EquityStock Option

IV PENALTIESPUNISHMENTCOMPOUNDINGOFOFFENCES--------------------------------------------NIL---------------------------------------

HIRA AUTOMOBILES LIMITED

B Remuneration to other directors

24

Parti culars Details

A Name(s) of the related party and nature of relationship Rahul Sidhu Enterprises Pvt Ltd

B Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not SpecifiedD Salient terms of the contracts or arrangements or transactions

including the value if anyAt bank rate of Interest

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the Board 30042015G Amount paid as advances if any 226620-

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

2 Details of contracts or arrangements or transactions not at arms length basis

Par t i cul ars Details

A Name(s) of the related party and nature of relationship RSG Studios Pvt Ltd

B Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not Specified

D Salient terms of the contracts or arrangements or transactionsincluding the value if any

At bank rate of Interest

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the Board 30042015

G Amount paid as advances if any 971927-

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

HIRA AUTOMOBILES LIMITED

NA

NA

CONSERVATIONOFENERGY TECHNOLOGYABSORPTIONANDFOREIGNEXCHANGEOUTGO

(A) Conservationof energy

(B) Technologyabsorption

(C) ForeignexchangeearningsandOutgo

Steps taken impact on conservation of energy with special reference to the following(i) Steps taken by the company for utilizing alternate sources of energy including waste generated - NIL(ii) Capital investment on energy conservation equipment - NIL

1 Efforts in brief made towards technology absorption - NIL2 Benefits derived as a result of the above efforts eg product improvement cost reduction product

development import substitution etc - NIL3 In case of imported technology (imported during the last 3 years reckoned from the beginning of the

financial year) following information may be furnished(a) Details of technology imported - NIL(b) Year of import - NIL(c) Whether the technologybeen fully absorbed- NIL(d) If not fully absorbed areaswhere absorption hasnot taken place and the reasons therefore- NIL

4 Expenditure incurred on Research and Development

25

Earnings NIL

Outgo NIL

including the value if any

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the BoardG Amount paid as advances if any Nil

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

A Name(s) of the related party and nature of relationship Pacific Finlease Pvt LtdB Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not Specified

D Salient terms of the contracts or arrangements or transactions At bank rate of Interest

NA

HIRA AUTOMOBILES LIMITED

26

RATIOOF REMUNERATION

(i) the ratio of the remuneration of each director to the median remun--eration of the employees of the company for the financial year

4701

(ii) the percentage increase in remuneration of each director Chief FinancialOfficer Chief Executive Officer Company Secretary or Manager if anyin the financial year

Nil

(iii) the percentage increase in the median remuneration of employees inthe financial year

Nil

(iv) the number of permanent employees on the rolls of company 866(v) the explanation on the relationship between average increase inremuneration and company performance

NA

(vi) comparison of the remuneration of the Key Managerial Personnelagainst the performance of the company

As per individual performance

Nil

(viii) average percentile increase already made in the salaries of employeesother than the managerial personnel in the last financial year and itscomparison with the percentile increase in the managerial remunerationand justification thereof and point out if there are any exceptionalcircumstances for increase in the managerial remuneration

Nil

(ix) comparison of the each remuneration of the Key Managerial Personnelagainst the performance of the company

As per individual performance

(x) the key parameters for any variable component of remuneraavailed by the directors

tion Nil

(xi) the ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess ofthe highest paid director during the year

Nil

(xii) Affirmation that the remuneration is as per the remuneration policyof the company

Yes

Vii) Variations in the capitalisation of the company price earningsratio as at the closing date of the current financial year and previousfinancial year and percentage increase over in the marketquotations of the shares of the company in comparison to the rate atwhich the company came out with last public offer incase of listecompanies and in case of unlisted companies the variations in the networth of the company as at the close of the current financial year andprevious financial year

HIRA AUTOMOBILES LIMITED

27 HIRA AUTOMOBILES LIMITED

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee StockPurchase Scheme) Guidelines 1999

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)

Regulations 1993 regarding the Companies Act and dealing with client(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009 and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998

(vi) Factories Act 1948 The Punjab Shops and Commercial Establishments Act 1958 The Payment of WagesAct 1936 The Minimum Wages Act 1948 Employees State Insurance Act 1948 The EmployeesProvident Fund amp Miscellaneous Provisions Act 1952 Payment of Bonus Act 1965 The Payment ofGratuity Act 1972 The Industrial Employment (Standing Orders) Act 1946 The Employment Exchange(Compulsory Notification of Vacancies) Act 1956 The Environment (Protection) Act 1986 The HazardousWastes (Management Handling amp Trans boundary Movement) Rules 2008 The Water (Prevention ampControl of Pollution) Act 1974 The Air (Prevention amp Control of Pollution) Act 1981 and The Punjab LabourWelfare Fund Act 1965

I have also examined compliance with the applicable clauses of the following

(i) Secretarial Standards issued by The Institute of Company Secretaries of India(ii) The Listing Agreement entered into by the Companywith BSE Limited

During the period under review the Company has complied with the provisions of the Act RulesRegulations Guidelines Standards etc mentioned above except to the extent as mentioned below

1 That Company has not complied with Regulation 38 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 relating to maintaining of minimum publicshareholding by a listed Company

2 That Company Secretary of the Company has resigned and new Company Secretary is to be appointed asrequired under Section 203 of The Companies Act 2013

3 That Company has not deducted and deposited labour welfare fund as required under The Punjab LabourWelfare Fund Act 1965

4 That Statutory bonus as required under Payment of Bonus Act 1965 has not been paid by the Companyduring the year

5 That there are related party transactions which are not in ordinary course of business and which are not atarms length basis

6 That there is carry forward of loans given to parties which are covered under section 185 of the CompaniesAct 2013

7 That the Company has 14 locations and some locations need to get registration under The Punjab Shopsand Commercial Establishments Act 1958 and some locations require factory license under Factories Act1948 whereas some locations require consent authorization for operation of a facility under pollution lawsand The Hazardous Wastes (Management Handling amp Trans boundary Movement) Rules 2008

8 That the periodical returns required to be filed under The Employment Exchange (Compulsory Notificationof Vacancies) Act 1956 has not been filed and are pending

I further report thatThe Board of Directors of the Company is duly constituted with proper balance of Executive Directors NonExecutive Directors and Independent Directors The changes in the composition of the Board of Directors thattook place during the period under review were carried out in compliance with the provisions of the Act

-

28 HIRA AUTOMOBILES LIMITED

Adequate notice is given to all directors to schedule the Board Meetings agenda and detailed notes on agendawere sent at least seven days in advance and a system exists for seeking and obtaining further information andclarifications on the agenda items before the meeting and for meaningful participation at the meeting

Majority decision is carried through while the dissenting members views are captured and recorded as part ofthe minutes

I further report that there are adequate systems and processes in the company commensurate with the size andoperations of the company to monitor and ensure compliance with applicable laws rules regulations andguidelines

This report is to be read with our letter of even date which is annexed as and forms an integralpart of this report

29 HIRA AUTOMOBILES LIMITED

30 HIRA AUTOMOBILES LIMITED

HIRA AUTOMOBILES LIMITEDCODEOF CONDUCT

PERSONTOWHOMTHECODEISAPPLICABLE

( ) GENERALSTANDARDOFCONDUCT

( ) APPLICABLELAWS

( ) CONFLICTOFINTEREST

( ) PROTECTINGCONFIDENTIALINFORMATION

This code is applicable to the following persons (hereinafter referred to as Officers of the company)-All the Board Members-The entire Core group Members of the Companyand heads of the department

1 Officers are expected to exercise good judgment to ensure the safety and welfare of employees consumerscustomers suppliers shareholders lenders and other stakeholders and to maintain a co-operativeefficient positive harmonious and productive work environment practice integrity in inter-personalrelationships work on the principal of mutual trust transparencyand teamwork

2 Officers are expected to acquire and maintain professional competence3 Officers are expected to observe discipline and conduct themselves both on and off-duty in a manner to

uphold the high image of the company4 Officers are expected to assist the company in identifying controlling mitigating and managing business

risks within the companys risk management policy framework5 Officers are expected to assist the company in providing to its employees a work environment free of

harassment and free of discrimination based on race religion creed color physical or mental disability agesex etc

6 Officers should not engage in selling or distribution or be in possession of or use narcoticspsychotropicdrugs or be under influence of alcohol while on duty

7 As Officers represent the Company before the public and various authorities they are expected to dressneatly and appropriately in a manner consistent with the nature of their work and the image of the company

8 Officers should not claim from the company unauthorized personal expenses9 Customersupplierinvestor Relationships- Officers who need to deal with customers suppliers and investors

should understand that they are dealing and therefore should uphold the image and goodwill generated andbuilt-up by the Companyover the year

Officers must acquire adequate Knowledge of all the applicable laws rules regulations order and notificationsunder regulatory framework as applicable to their functions and duties and should follow and comply with thesame and avoid violation breach or infringement thereof

Officers of the Company will avoid conflict of interest Conflict of interest is said to exit when personal interest mayhave a potential conflict with the interest of the company at large Where any transaction involves conflict ofinterest prior approval of the Managing Directors Executive Director and in case of a Director of the Boardshould be obtained

The Companys confidential information is a vita and asset It may relate to product product formula processproduct plans and road maps cost and financial information information as to customers suppliers dealers andemployees business arrangements and agreements as well as to patents trademarks copyrights and tradesecrets For the purpose of this Code confidential information would also include the information obtained by theCompany from a third party under a Non Disclosure Agreement Such confidential information should beprotected and safeguarded against unauthorized personal use and should not be disclosed to any one expect (i)with prior authorization (ii) in the ordinary course of carrying on the business of the Company In the course ofconducting the Companys Business Officers may come in possession of confidential information about itsemployees customers suppliers etc Officers should handle the same with utmost responsibility and prevent itsmisuse

I

II

III

IV

31 HIRA AUTOMOBILES LIMITED

( ) PREVENTIONOFINSIDERTRADING

( ) COMPANYSASSETS

( ) NONCOMPLIANCE

( ) ANYAMENDMENTSORMODIFICATIONTOTHECODEOFCONDUCT

( )ACKNOWLEDGEMENTOFRECEIPTOFCODEOFCONDUCTANDETHICS

1 COMPANY PHILOSOPHY ONCODEOF GOVERNANCE

2 BOARDOF DIRECTORS

V

VI

VII

VIII

IX

Officers are privy to price sensitive inside information and should not use it to make personal gains TheCompany has framed Code of Conduct for prevention of insider trading in the Securities of the CompanyOfficers should follow the same in letter and spirit

Protecting and safeguarding the Companys assets and properties and preventing their unauthorized usepersonal use is one of the key and prime responsibility of Officers Officers are personally responsible of theCompanys funds under their control Officers should use electronic communication facilities like e-mail Internetetc in a legal ethical and appropriate manner and not expose the Company to liability resulting from the illegalunauthorized or unethical use thereof

In case of non-compliance of any of the provisions of this Code of conduct the same shall be reported to theChairman of the Board of Directors of the Company

This Code of Conduct is subject to modification The Board of Directors has the requisite power and the authorityto update and amend the Code of Conduct from time to time

I have received and read the Companys Code of Conduct and Ethics and have understood the standards andpolicies contained therein I agree to comply with the Companys Code of Conduct and Ethics I hereby affirm tothe Company compliance with the Code Conduct and Ethics on an annual basis and also undertake to renewsuch affirmation in the first weekof April every year

Pursuant to Regulation 34 read with Schedule V to the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 a Report on Corporate Governance is givenbelow

The report on Corporate Governance is requirement under Listing Agreement entered into with stockExchange and forms part of the report of the Board of Directors to the shareholders of the Company Thisreport gives an insight into the organizational structure of the Company The vision of the company is to be afinancially sound profitable growth oriented company committed to building and maximizing sustainablevalue for all the shareholders In its endeavor to attain the goal visualized the company is laying maximumemphasis on the effective system of Corporate Governance

(a) CompositionThe present strength of Board of Directors of the Company is five comprising of two Promoter Directors and threeIndependent Directors having diversified professional experience Out of total strength of five Directors two areexecutive and three are Non-Executive The composition of Board of Directors as on 31 March 2016 is asunder

REPORT OF THEBOARDOFDIRECTORS ONCORPORATEGOVERNANCE

st

32 HIRA AUTOMOBILES LIMITED

SN Name DIN Designation Nature of Directorship

1 Rahul Inder SinghSidhu

00447452Chairman and ManagingDirector

Promoter Executive

2 Neha Sidhu 00460875 Whole-time director Promoter Executive

3 Isher Singh 02990779 Director Independent Non Executive4 Rajbir Kaur 06397998 Director Independent Non Executive

5 Rupinder Kaur 06403845 Director Independent Non Executive

6 Ramesh Kumar 00126036 Director Independent Non Executive

Sh Ramesh Kumar has resigned on 31122015 from the office of Director(b) Attendance of each Director at the Board Meetings held during the year 2015-16 and last Annual General

Meeting and number of other Boards or Board Committees in which heshe is a member is as under-

The detail of number of shares and convertible instruments held by non ndash executive directors is given asbelow

Shri Rahulinder Singh Sidhu Managing Director of the Company and Smt Neha Sidhu Whole Time Director on theBoard of Directors are related to each other as husband and wife

(c) During the year fifteen meetings of the Board ofDirectors were held on the following dates-

The familiarization programme imparted to independent directors is disclosed on weblinkof the Company

wwwhiraautomobilescom

33

30042015 30052015 31052015 21072015 31072015 15092015

30092015 31102015 02112015 30112015 02012016 0202201615022016 22022016 10032016

SN Name of non ndash executive Director No of Equity Shares Held No of convertibleinstruments Held

1 Rajbir Kaur Nil NA

2 Rupinder Kaur Nil NA3 Isher Singh Nil NA

Total Nil NA

SN

Name of Director No of BoardMeeting attended

No of otherDirectorship

Membershipin other

Committees

Attendance atlast AGM

1 Rahulinder Singh Sidhu 15 4 - Yes

2 Neha Sidhu 12 4 - Yes

3 Isher Singh 12 - 3 -

4 Rajbir Kaur 6 - 3 -

5 Rupinder Kaur 6 - 3 -

6 Ramesh Kumar 1 4 - -

HIRA AUTOMOBILES LIMITED

34

3 AUDITCOMMITTEE

4NOMINATIONANDREMUNERATIONCOMMITTEE

Remunerationpolicy

The terms of reference of the audit committee include all the matters as provided under Section 177 (4) of TheCompanies Act 2013 and the rules made there under and SEBI (LODR) Regulations 2015

As on 31 March 2016 In compliance with the provisions of Section 177(2) of the Companies Act 2013 AuditCommittee comprises of three Non-Executive Independent Directors five meetings of Audit Committee wereheld during the year under consideration on following dates

The details of members of the audit committee and their attendance is as under-

The terms of reference of Nomination and Remuneration Committee covers all the matters provided under theCompanies Act 2013 and the rules made there under and SEBI (LODR) Regulations 2015

As on 31 March 2016 in compliance with the provisions of Section 178(1) of the Companies Act 2013Nomination and Remuneration Committee comprises of three Non-Executive Independent Directors Twomeetings of Nomination and Remuneration Committee were held during the year under consideration on 30May 2015 and 10 March 2016The details of members of the audit committee and their attendance is as under-

Remuneration policy ensures that the level and composition of remuneration is reasonable and sufficient toattract retain and motivate directors of the quality required to run the company successfully and that relationshipof remuneration to performance is clear and meets appropriate performance benchmarks and that remunerationto directors key managerial personnel and senior management involves a balance between fixed and incentivepay reflecting short and long-term performance objectives appropriate to the working of the company and itsgoals

CompositionandMeetings

CompositionandMeetings

st

st

th

th

30052015 31072015 31102015 15022016 28032016

Name of Directors Position held in theCommittee

Category MEETINGSHeld Attended

Isher Singh Chairman Independent NonExecutive

Five Five

Rupinder Kaur Member Independent NonExecutive

Three Three

Rajbir Kaur Member Independent NonExecutive

Three Three

Name of Directors Position held in theCommittee

Category MEETINGS

Held Attended

Isher Singh Chairman Independent NonExecutive

Two Two

Rupinder Kaur Member Independent Non

Executive

Two Two

Rajbir Kaur Member Independent NonExecutive

Two Two

HIRA AUTOMOBILES LIMITED

35

5 REMUNERATIONOFDIRECTORS

6 STAKEHOLDERS GRIEVANCECOMMITTEE

7 GENERALBODYMEETINGS

There is no pecuniary relationship or transaction of the company with its independent directors other thanpayment of sitting fee to them for attending Board and Committee meetings Following Executive Directors werepaid as per detail given below

and no commission on profits is paid to any of the Directors No stock option has been given to any of theDirectors including Executive Directors

As on 31 March 2016 in compliance with the requirement of Section 178(5) of The Companies Act 2013Stakeholder Relationship Committee comprises of three Non-Executive Independent Directors to consider andresolve the grievances of security holders of the companyper detail given below

Sh Rahul Inder Singh Sidhu Managing Director has been appointed as Compliance officer for the purpose ofcomplying with various provisions of the Guidelines Regulations issued by Securities and Exchange Board ofIndia Listing Agreement with Stock Exchanges

The Company has not received any complaint during the year from the shareholders and there is no pendingcomplaint with the Company

(i) Location and time where last three Annual General Meetings were held is given below-

(i) Compositionst

(ii) ComplianceOfficer

(iii) Complaints

SN

NAME OFDIRECTOR

DESIGNATION SALARY Rs BENEFITS BONUS STOCKOPTIONS

PENSION

1 RahulinderSingh Sidhu

ManagingDirector

960000- - - - -

2 Neha Sidhu Whole TimeDirector

840000- - - - -

Name Category Designation

Isher Singh Independent Non Executive Chairman

Rupinder Kaur Independent Non Executive Member

Rajbir Kaur Independent Non Executive Member

Financial Year Date Time Venue

2012-13 30092013 1100 A M 20 Sector 8A Chandigarh 1100022013-14 30092014 500 PM 20 Sector 8A Chandigarh 110002

2014-15 30092015 500 PM 20 Sector 8A Chandigarh 110002

HIRA AUTOMOBILES LIMITED

36

(ii) Following Special Resolutions were passed in the previous 3 Annual General Meeting

(iii) No special resolution has been passed last year through postal ballot and no special resolution isproposed to be conducted through postal ballot

Quarterly results are normally published in the newspapers and also sent to BSE Limited Physical copy ofannual report which inter alia includes the Directors Report Corporate governance report Audited AccountsCash Flow Statements etc was sent to shareholders by post and also to BSE Limited The quarterly results andannual report isalso available on companys website at under investors section

Date 30092016 Time 0500 PM Day Friday and Venue Registered Office of the Company at 0598 Sector18B Chandigarh 160018

The companys Financial Year starts from 1 April every year and conclude on 31 March next year

The Register of Members and the Share Transfer Books of the Company shall remain closed from 29 day ofSeptember 2016 to 30 day of September 2016 (both days inclusive)

No dividend has been recommended by the Board this year and therefore information under this sub clause is nil

The shares of the Company are listed at BSE Limited only as other regional stock exchanges viz Delhi StockExchange Association Limited Ludhiana Stock Exchange Association Limited and Ahmedabad StockExchange Limited had been de-recoganised in the process of de-recoganition by Securities and ExchangeBoard of India The Company haspaid listing fee to BSE Limited

The Stock Code of the Company on BSE Limited is 531743

There was no trading of shares of the Company and no market price data is available Further Securities of theCompany were not suspended from trading by BSE Limited during last year

The Company has appointed Ms Beetal Financial amp Computer Services Private Ltd New Delhi as CommonAgency (RTA) for Share Transfer work in both modes physical as well as electronically Detail of RTA is as underMs Beetal Financial amp Computer Services Private LimitedBeetal House 3 Floor99 Madangir Behind Local Shopping Center Near Data Harsukhdas MandirNewDelhi- 110062 Ph 011-2996128182 Fax 011-29961284

The companys shares in dematerialized form transferable through depository system and Shares in physicalform are processed by Ms Beetal Financial amp Computer Services Private Limited The Board has authorised ShRahulinder Singh Sidhu Managing Director of the company to approve share transfers and matter relatedtherewith

8 MEANSOFCOMMUNICATION

9 GENERALSHAREHOLDERINFORMATIONAnnual General Meeting

Financial Year

BookClosure

Dividend

Listing

StockCode

StockMarket Data

Registrar andShareTransfer Agents

ShareTransfer System

wwwhiraautomobilescom

st st

th

th

rd

30092013 Nil

30092014 1 Approval for Borrowing Money in excess of the aggregate of the paid up share capital andfree reserves of the Company 2 Amendments in Articles of Association

30092015 Nil

HIRA AUTOMOBILES LIMITED

37

ReconciliationofShareCapital Audit

Distribution of shareholding

Dematerializationof sharesandliquidity

GDRsADRs

Mr Ravinder Kumar Practising Company Secretary carries out the Reconciliation of Share Capital Audit asmandated by SEBI and reports on the reconciliation of total issued and listed Capital with that of total sharecapital admitted held in dematerialized form with NSDL and CDSL and those held in physical form This audit iscarried out on quarterly basis and the report thereof is submitted to the Stock Exchanges

Detail of distribution of share holding of equity share of the Company by size and ownership class as on31032016 is given as under

The Shares of the company have not been traded on stock exchange during the period under review TheCompany has not been allotted ISIN and number of shares held in dematerialized formis nil

The Company has not issued any GDRsADRsWarrants or any Convertible instruments

UP TO 5000 129 6293 38840 38840000 14106

5001 TO 10000 49 2390 44500 44500000 16162

10001 TO 20000 7 341 10000 10000000 0363220001 TO 30000 4 195 9000 9000000 03269

30001 TO 40000 2 098 6800 6800000 02470

40001 TO 50000 1 049 4400 4400000 01598

50001 TO 100000 1 049 5200 5200000 01889

100001 AND ABOVE 10 585 2634700 2634700000 956876

Indian Promoter-IndividualHUF 11 2635700 9572

Non Resident Individual 1 500 002

Bodies Corporate 1 500 002

Resident Individuals-HUF 190 116740 424

HIRA AUTOMOBILES LIMITED

38

Plant ShowroomLocationsShowroom Locations

Address for correspondence

Related Party Transactions

Compliance

Vigil Mechanism

WhistleBlower Policy

Mandatory Requirements

1 Hira Automobiles Limited Rajbaha Road Patiala Ph No 0175-22091002 Hira Automobiles Limited Malout Road Muktsar Ph No 01633-2620203 Hira Automobiles Limited Village Bhadak Rajpura Ph No 01762-2448814 Hira Automobiles Limited Radha Swami Satsang Road Nabha PhNo 01765-5059595 Hira Automobiles Limited Muktsar Road Malout Ph No01637-2637246 Hira Automobiles Limited Patiala Pehowa Road DevigarhPh No0175-26311527 Hira Automobiles Limited Bathinda Malout Road Gidderbaha8 Hira Automobiles Limited Nabha Road Bhadson9 Hira Automobiles Limited Cheeka road Samana

10 Hira Automobiles Limited Malout Road Killianwali

Following is the address for correspondenceRegistered Office ndash Hira Automobiles Limited 0598 Sector 18-B Chandigarh 160018

There are no materially significant related party transactions that may have potential conflict with the interests ofcompany at large There were transactions with related parties at market price at arms length basis which aredisclosed in Form AOC ndash 2 attached herewith The policy on dealing with related party transactions is availableon web link of the Company

The Company has complied with all the provisions of listing agreement and that no penalties and or strictureshas been imposed on the company by Stock Exchange or SEBI or any statutory authority on any matter relatedto capital markets during the last three years

Detail of Vigil Mechanismis provided in the same heading in Directors Report

Company has formulated the Whistle Blower Policy to safeguard the interest of its stakeholders Directors andemployees to freely communicate and address to the Company their genuine concerns in relation to any illegalor unethical practice being carried out in the Company and that no personnel has been denied access to the auditcommittee

The Company has complied with all the mandatory requirements as stipulated in SEBI (Listing and DisclosureRequirements) Regulations 2015

10 OTHERDISCLOSURES

wwwhiraautomobilescom

HIRA AUTOMOBILES LIMITED

39

MANAGEMENTDISCUSSIONANDANALYSIS REPORT

1 Industrystructureanddevelopment

2 Opportunitiesandthreats

3 Segmentwiseor product wiseperformance

4 Outlook

5 Risksandconcern

6 Internal control systemsandtheir adequacy

HIRA AUTOMOBILES LIMITED

40

7 Discussiononfinancial performancewithrespect tooperational performanceDue to overall recessionary economy and internal competition with the new dealer there has been minoradverse impact on the financial stability of the company with respect to operational performance as the workingcapital limits of the company has increased substantially where as there is no growth in sales In comparison tominor growth in operational performance Profitability of the company has been decreasing during the yearinspite of higher burden of interest expenditure salary and wages and other admistrative expenses

8 HumanRecourses

9 Management of theCompany

Human Resource is considered to be the most prized assetof the company by the management Hence the work-forceis being looked after well and ensured that they remain motivated The 360 degree appraisal system ensures theirsatisfaction and brings out their concerns and bikerings which are addressed by the management immediately Thisimproves the employee-management relationship and makes themwork for the better future of the company

As Company has a large network of branches spread over 14 locations in two district of Patiala and Muktsar eachlocation is being managed by a rich experienced deemed CEO who is also known deemed key managerial personnelAll the branches key Managerial Personnel are reporting directly to CMD sitting at Patiala corporate office of thecompany

HIRA AUTOMOBILES LIMITED

41

COMPLIANCECERTIFICATEBYCHIEFEXECUTIVEOFFICERANDCHIEFFINANCIALOFFICER

We Rahulinder Singh Sidhu Managing Director and Sandeep Rana Chief Financial Officer of the Companyhereby certify thatA We have reviewed financial statements and the cash flow for the year ended 31 March 2016 and that to thebest of our knowledge and belief(1) These statements do not contain any materially untrue statement or omit any material fact or containstatements that might be misleading(2) These statements together present a true and fair view of the company affairs and are in compliance withexisting accounting standards applicable laws and regulationsB There are to the best of our knowledge and belief no transactions entered into by the Company during theyear that are fraudulent illegal or volatile to the companyscode of conductC We accept responsibility for establishing and maintaining internal controls for financial Reporting and that wehave evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting andwe have disclosed to the auditors and the audit committee deficiencies in the design or operation of such internalcontrols if any of which they are aware and the steps they have taken or propose to take to rectify thesedeficienciesD We have indicated to the auditorsand the Audit committee(1) Significant changes in internal control over financial reporting during the year(2) Significant changes in accounting policies during the year and that the same have been disclosed in thenotes to the financial statements and(3) There were no instances of fraud of which they have become aware and the involvement therein of themanagement or an employee having a significant role in the companys internal control system over financialreporting

I Rahulinder Singh Sidhu Managing Director of the Company hereby declare that all Board Members andSenior Management Personnel have affirmed compliance with the code of conduct for the Directors and SeniorManagement Personnel as approved by the Board for the Financial Year ended 31 March 2016

For

st

st

HIRA AUTOMOBILES LIMITED

42

AUDITORS CERTIFICATEONCORPORATEGOVERNANCE

The Board of DirectorsHira Automobiles LimitedChandigarh

We have examined the compliance of conditions of Corporate Governance by Hira Automobiles Limited for thefinancial year ended March 31 2016 as stipulated in the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015

The compliance of conditions of Corporate Governance is the responsibility of the management Ourexamination was limited to procedures and implementation thereof adopted by the company for ensuring thecompliance of the conditions of the Corporate Governance It is neither an audit nor an expression of opinion onthe financial statements of the company

In our opinion and to the best of our information and according to the explanations given to us we certify that thecompany has complied with the conditions of Corporate Governance as stipulated in the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015

We further state that such compliance is neither an assurance as to the future viability of the company nor theefficiency of effectiveness with which the management has conducted the affairs of the company

HIRA AUTOMOBILES LIMITED

43 HIRA AUTOMOBILES LIMITED

4

5

OPINION

REPORTONOTHERLEGALANDREGULATORYREQUIREMENTS

44 HIRA AUTOMOBILES LIMITED

Annexureldquo Ardquoto the Independent Auditors Report on the Standalone Financial Statements of Hira Automobiles Limited(Referred to in paragraph 1 (f) under Report on Other Legal and Regulatory Requirements of our report of evendate)

REPORT ON THE INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING UNDER CLAUSE (i)OF SUBSECTION3 OF SECTION 143 OF THE COMPANIES ACT 2013 (ldquoTHE ACTrdquo)

We have audited the internal financial controls over financial reporting of hira automobiles LIMITED (ldquotheCompanyrdquo) as of March 31 2016 in conjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

The Companys management is responsible for establishing and maintaining internal financial controlsbased onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the ldquoGuidance Noterdquo) issued by the Institute of Chartered Accountants of India These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherence to Companyspolicies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financial information as requiredunder the Companies Act 2013

Our responsibility is to express an opinion on the Companys internal financial controls over financial reportingbased on our audit We conducted our audit in accordance with the Guidance Note and the Standards onAuditing prescribed under Section 143(10) of the Companies Act 2013 to the extent applicable to an audit ofinternal financial controls Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if such controls operatedeffectively in all material respects Our audit involves performing procedures to obtain audit evidence about theadequacy of the internal financial controls system over financial reporting and their operating effectiveness Ouraudit of internal financial controls over financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditors judgement including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internalfinancial controlssystem over financial reporting

MANAGEMENTSRESPONSIBILITYFORINTERNALFINANCIALCONTROLS

AUDITORS RESPONSIBILITY

45 HIRA AUTOMOBILES LIMITED

MEANINGOFINTERNALFINANCIALCONTROLSOVERFINANCIALREPORTING

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVERFINANCIAL REPORTING

OPINION

A companys internal financial control over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles A companys internal financial controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of thecompany (2) provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and that receipts andpayments of the company are being made only in accordance with authorisation of management and directors ofthe company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the companys assets that could have a material effect on the financialstatements

Because of the inherent limitations of internal financial controls over financial reporting including thepossibility of collusion or improper management override of controls material misstatements due to error orfraud may occur and not be detected Also projections of any evaluation of the internal financial controlsover financial reporting to future periods are subject to the risk that the internal financial control over financialreporting may become inadequate because of changes in conditions or that the degree of compliance withthe policies or procedures may deteriorate

in our opinion to the best of our information and according to the explanations given to us the Companyhas in all material respects an adequate internal financial controls system over financial reporting and suchinternal financial controls over financial reporting were operating effectively as at March 31 2016 based onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note

46 HIRA AUTOMOBILES LIMITED

Annexure B To Auditors ReportAnnexure referred to in paragraph 3 of our report of even date

1 (a) The Company has maintained proper records showing full particulars including quantitativedetailsand situation of fixed assets at Corporate Office and in the process of maintaining at outlets

(b) We have been informed that the fixed assets of the company have been physically verified by themanagement at reasonable intervals and no material discrepancies were noticed on such verification

2 (a) As informed to us physical verification of inventory of the company has been conducted by themanagement at reasonable intervals (b) In our opinion and according to the explanations givento us the procedures of Physical verification of inventory followed by the management arereasonable and adequate in relation to the size of the company and the nature of its business

(c) In our opinion and according to the explanations given to us the Company is maintainingproper records of inventory We have been informed that no material discrepancies have been noticedon physical verification as compared to records

3 (a) According to the information and explanation given to us the Company has advanced inter corporatedeposits to three companies covered in the register maintained under section 189 of the CompaniesAct2013 and there is no stipulation as to the time period for recovery of principal and interest amount ofunsecured loan given

(b) Further as there is no stipulation as to the time period for recovery of principal amount ofunsecured loan given we are unable to comment on the overdue amount in respect of thesaid loan

4 In our opinion and according to the information and explanations given to us the Company has compliedwith the provisions of Sections 185 and 186 of the CompaniesAct 2013 in respect of grant of loans makinginvestments and providing guarantees and securities

5 According to the information and explanation given to us the Company has not accepted deposits frompublic Advances from customers for sale of vehicles and against sale promotion schemes run by theCompany to promote its sale are received and paid in the ordinary course of business

6 The maintenance of cost records under section 148(1) of the CompaniesAct 2013 has not been prescribedby the Central government for the Companysince it is not manufacturing Company

7 (a) According to the information and explanations given to us the company is generally regular indepositing all statutory dues including provident fund investor education and protection fundemployees state insurance income tax sales tax wealth tax custom duty excise duty cess and anyother statutory due with appropriate authority during the year

(b) According to the information and explanations given to us there are no disputed amount payables inrespect of provident fund investor education and protection fund employees state insurance incometax sales tax wealth tax customduty excise duty cess by the Company

(c ) No amount was lying with the company which was required to be transferred to investor education andprotection fund in accordance with the relevant provisions of the CompaniesAct 1956 (1 of 1956) andrulesmade there under

8 As informed to us the companyhas not defaulted in repayment of dues to financial institutions or banks

9 As informed to us the company has not given any guarantee for loans taken by others from bank orfinancial institutions

47 HIRA AUTOMOBILES LIMITED

10 As informed to us the proceeds of the term loans taken by the company are applied for the purpose forwhich the loans were obtained

11 Based on the audit procedures performed for the purpose of reporting the true and fair view of the financialstatements and as per the information and explanation given by the management we report that no fraudby the company has been noticed or reported during the course of our audit

48 HIRA AUTOMOBILES LIMITED

49

Particulars Note No As at As atMarch 312016 March 312015

I EQUITY AND LIABILITIES(1) Shareholders funds

(a) Share capital 2 2753440000 2753440000(b) Reserves and Surplus 3 6240053700 5676970200

(2) Non-current liabilities(a) Long term borrowings 4 10202167800 9006585600(b) Deferred tax liabilities (net) 5 1662638300 1542080600(c) Other long-term liabilities 6 5734992800 5067035200

(d) Long-term provisions 7 1339912400 1244415300(3) Current liabilities

(a) Short term Borrowings 8 49363423500 59501393100(b) Trade payables 9 1502741100 6123301200(c) Other current liabilities 10 3671194600 4679162300(d) Short term provisions 11 823155600 789863800

Total 83293719800 96384247300ASSETS

(1) Non-Current assets(a) Fixed assets

(i) Tangible assts 12 16817879700 16711642800(ii) Intangible assets 13 - -

(b) Non-current investments 14 1120000 1120000(d) Long-term loans and advances 15 2618538200 2251312400

(2) Current assets(a) Inventories 16 41208502100 40489156300(b) Trade Receivables 17 14372057700 13922503000(d) Cash and Cash equivalents 18 3697504100 11556587000(e) Short-term Loans and Advances 19 4497240800 11399114400(f) Other Current assets 20 80877200 52811400

Total 83293719800 96384247300

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

(IN RUPEES)

Chairman and Managing Director

Balance Sheet

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies 1

50

Particulars Note No Year Ended Year EndedMarch 312016 March 312015

I Revenue from operations 21 310372896800 323733670200II Other income 22 136994600 525412000III Total Revenue(I+II) 310509891400 324259082200IV Expenses

a Cost of Material Consumed 23 1357073500 1293751900b Purchase of Stock-in-Trade 24 281848216100 294479334400c Changes in Inventories of Finished Goods 25 (719345800) (186205700)d Employee Benefits Expenses 26 12664754100 12944732800e Finance Costs 27 5604834800 4157234900f Depreciation and Amortization expense 12 1358225700 1559476600g Other Expenses 28 7395406500 8383136200

Total Expenses 309509164900 322631461100V Profit before tax (III-IV) 1000726500 1627621100

VI Tax expense(a)Current tax 275985000 473844400(b)Deferred tax 120557700 -

VII Profit for the Year(V-VI) 604183800 1153776700VIII Prior period tax expenses 41100300 75346500IX Earnings per Equity Share(in Rupees) 563083500 1078430200

Basic 219 392Diluted 219 392

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

Profit amp Loss Account

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies

51

Particulars As at March 312016 As at March 312015A Cash Flow from Operating Activities

Net Profit before Tax 1627621100Adjustment forDepreciation 1559476600Interest expenses 4157234900Loss Profit on Sale of Fixed Assets -

Operating ProfitLoss before Working Capital Changes 7344332600Adjustment for(Increase)Decrease in Trade amp Other receivables 940107800(Increase)Decrease in Inventory (186205700)Increase(Decrease) in Trade Payables amp other provisions (4054306400)(Increase)Decrease in Other Loans amp Advances (4635970800)Cash generated from operations (592042500)Taxes Paid (549190900)Previous Year Taxes (Net) -Net Cash from Operating Activities (A) (1141233400)

B Cash Flow from Investing Activities(Purchase) of FixedCapital Expenditure (2227931100)Sale of Fixed Assets 883140700Sale(Purchase) of Investment (315826300)

Net Cash used in Investing Activities (B) (1660616700)C Cash Flow from Finance Activities

Proceeds from Long Term Borrowing (Net) (4869873700)Secured Loan 18024550800Unsecured Loan - 991878400Interest paid (4157234900)Net Cash from Financing Activities (C ) 9989320600

Net increase in Cash and Equivalents (A+B+C) 7187470500Opening Balance of Cash and Cash Equivalents 4369116500

Closing Balance of Cash and Cash Equivalents

1000726500

13582257005604834800

69725800

8033512800

(449554700)(719345800)

(5595236000)68738078008143184100(275985000)

(41100300)7826098800

(1622365700)88177300

(367225800)

(1901414200)

1959036900(10137969600)

(5604834800)(13783767500)

(7859082900)11556587000

3697504100 11556587000

Notes1 Figures in brackets indicate cash outflow2 The above Cash Flow Statement has been prepared under the indirect method set out in AS 3-Cash

Flow Statement as prescribed by Companies (Accouning Stanadards)Rules2006

This is the Cash Flow Statement referred to our report of even date

Cash Flow Statement

HIRA AUTOMOBILES LIMITED

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

For the Year Ended 31 March 2016st

52

Notes to Accounts2 SHARE CAPITAL

As at March 31 2016 As at March 312015(1)AUTHORISED6000000 Equity shares of Rs10-each 6000000000 6000000000

FULLY PAID UP

ISSUEDSUBSCRIBED -2753440 Equity shares of Rs10 each

6000000000 6000000000

2753440000 2753440000

2753440000 2753440000

Shares at the beginning of the accounting Period2753440 Equity shares of Rs10- each 2753440000 2753440000Additions during the year - -Shares outstanding at the end of year 2753440000 2753440000Total 2753440000 2753440000

(a) Rights Preferences and Restrictions Attached to sharesEquity Shares The Company has only one class of equity shares having a par value of Rs 10 per shareEach Shareholder is entitled to one vote per share In the event of liquidation of the company the holder ofequity shares will be entitled to receive any of the remaining of the Company after distribution of allpreferential amounts However no such preferential amount exist currently The distribution will be inproportion to the number of equity shares held by the equity shareholders(b) Detail of Shares held by Shareholders holding more than 5 of the Aggregate Shares in theCompany

Name of Shareholders No of Shares Shareholding as at March31 2016

Rajinder Kaur Bhattal 826000 3000Kuldeep Singh Bhattal 272100 988Rahul Sidhu 270000 981Simran Bajwa 265000 962Manjeet Kaur Sangha 862900 3134

3 RESERVES AND SURPLUSAs at March 312016 As at March 312015

General reserveAt the beginning of the accounting period 723675000

-

-

-

-

723675000Additions during the yearAt the end of the accounting period 723675000 723675000Surplus in Statement of Profit and LossAt the beginning of the accounting period 4953295200 3874865000Additions during the year 563083500 1078430200(balance in statement of profit amp loss ac)prior period expenses written offtransfer tofrom reservesAt the end of the accounting period 5516378700 4953295200

Total 6240053700 56769702004 LONG TERM BORROWINGS

As at March 312016 As at March 312015SECUREDTerm loan(Secured against hypof car and guaranteed bythe directors of the co)

(Secured against Focal Point Properties andguaranteed by directors)

-

5018479300

142138000

5774447600

UNSECUREDLoans from directors 5183688500 3090000000Loans from shareholders and public - -Total 10202167800 9006585600

Term loan

HIRA AUTOMOBILES LIMITED

53

5 DEFERRED TAX LIABILITIES (NET)As at March 312016 As at March 312015

Deferred tax liabilities 1662638300 1542080600Total 1662638300 1542080600

6 OTHER LONG TERM LIABILITIESAs at March 312016 As at March 312015

Sales promotion scheme- Customeradvances

5046479000 4415090000

Security from Employees 688513800 651945200Total 5734992800 5067035200

7 LONG TERM PROVISIONSAs at March 312016 As at March 312015

Gratuity provision 1339912400 1244415300Total 1339912400 1244415300

10 OTHER CURRENT LIABILITIESAs at March 312015

Current maturities of long term debts 880473400 1674618400Interest accrued and due on borrowings - -Value added tax and CST 2185026500 2517359600TDS payable 111535600 157798400Current year taxes payable(net of advance tax) - -

Other payables 494159100 329385900Total 3671194600 4679162300

11 SHORT TERM PROVISIONS

(a) Provisions for employee benefits 823155600 789863800

8 SHORT TERM BORROWINGSAs at March 312016 As at March 312015

Secured loans from banksPunjab National Bank -(secured against hypothecation of stockand book-debts)Gur Mandi Patiala 30680878500 29077205300Gagan Chowk Rajpura 1863121400 1705992300New Grain Market Muktsar and Malout 842363700 757042200Inventory funding 15977059900 27961153300(secured against hypothecation of stockand book-debts)Total 49363423500 59501393100

9 TRADE PAYABLESAs at March 312016 As at March 312015

Sundry Creditors 357269200 2822407500Advance from Parties-Interest free 1145471900 3300893700Total 1502741100 6123301200

HIRA AUTOMOBILES LIMITED

As at March 312016 As at March 312015

Total 823155600 789863800

As at March 312016

54 HIRA AUTOMOBILES LIMITED

14 NON CURRENT INVESTMENTAs at March 312016 As at March 312015

Investment in Shares 1120000 1120000Investment in Mutual Funds - -

Total 1120000 1120000

15 LONG TERM LOANS AND ADVANCESAs at March 312016 As at March 312015

Security Deposits 366283000 337485500(Unsecured considered good unlessOtherwise Stated)Intercorporate Deposits 2252255200 1913826900Total 2618538200 2251312400

16 INVENTORIESAs at March 312016 As at March 312015

(As taken valued amp certified by the management)

Stock in Trade (in respect of goodsacquired for trading )

38093012700 37213584000

Stores Spares amp Loose tools 3115489400 3275572300

Total 41208502100 40489156300

17 TRADE RECEIVABLESAs at March 312016 As at March 312015

(unsecured considered good unlessotherwise stated)(1)Debts outstanding for a period exceeding

six months from the date they are due 513584600 623548900(2)Other debts 13858473100 13298954100Total 14372057700 13922503000

55

18 CASH amp CASH EQUIVALENTS As at March 312016 As at March 312015

(a) Balance with BanksFixed deposits 1260950600 812770600(Earmarked balances with banksheld as margin moneyagainst borrowingsand other commitments)Current accounts 1243916600 6403274200Gold Coins 29547200 29547200(b) Cheques Draft on HandCheques in HandCash in hand

202088500961001200

30714258001239569200

Total 3697504100 11556587000

19 SHORT TERM LOANS amp ADVANCESAs at March 312016 As at March 312015

(Unsecured considered good unlessotherwise stated)advances recoverable in cash orin kind for the value to be received(1)Advance to parties 2541662700 9294257800(2) Receivable from revenue authorities 551783000 569108700(3)Current years taxes recoverable(net ofliability)

332615600 380504500

(4) Other advances 1071179500 1155243400Total 4497240800 11399114400

HIRA AUTOMOBILES LIMITED

56

20 OTHER CURRENT ASSETSAs at March 312016 As at March 312015

Prepaid Expenses 80877200 52811400

Total 52811400

21 REVENUE FROM OPERATIONSAs at March 312016 As at March 312015

Sale of products 290733945600 301324413800Sale of services 9681919400 10435033800

Other operating revenues 9957031800 11974222600310372896800 323733670200

Less Excise duty - -Total 310372896800 323733670200

22 OTHER INCOMEAs at March 312016 As at March 312015

Interest income 87335400 279807100Other Non-operating income 49659200 245604900Total 136994600 525412000

23 COST OF MATERIAL CONSUMEDAs at March 312016 As at March 312015

Purchases Raw-Materials and PackingMaterials

1357073500 1293751900

Add Opening balance of stock - -1357073500 1293751900

Less Closing balance of stock - -Total 1357073500 1293751900

80877200

24 PURCHASE OF STOCK IN TRADEAs at March 312016 As at March 312015

Purchases of Traded goods 281848216100 294479334400

Total 281848216100 294479334400

25 CHANGES IN INVENTORIESAs at March 312016 As at March 312015

Finished Goodsat the beginning of the accounting period - -at the end of the accounting period - -Stock-in-Tradeat the beginning of the accounting period 40489156300 40302950600at the end of the accounting period 41208502100 40489156300Total (719345800) (186205700)

26 EMPLOYEE BENEFIT EXPENSESAs at March 312016 As at March 312015

Salary and Wages 8156996000 9654096800HRA Expenses and other allowance 2733336200 1148756100Contribution to Provident fund 587123100 490338400Contribution to Employees state Insurance fund 157923000 161030000Workers and Staff Welfare 299823200 269213600Gratuity Expenses 95497100 64570600Bonus 420931500 903597900Employees Training and Uniform expenses 213124000 253129400Total 12664754100 12944732800

HIRA AUTOMOBILES LIMITED

57

27 FINANCE COSTSAs at March 312016 As at March 312015

Interest ExpenseInterest to Banks 4309580000 3483884100Interest on Unsecured loans 1196279800 577607600Interest to Customers (36290200) (95330900)Interest to MSIL (121679800) (50429300)Interest to Bank on Vehicle loan 29667800 43272600Bank Charges 227277200 198230800

Total 5604834800 4157234900

28 OTHER EXPENSESAs at March 312016 As at March 312015

Accessories Expenses 9551600 18313400Festival Expenses 30357200 8141000Donation 13123500 9144500Freight Inward 23896900 26399000Power amp Fuel 913761800 911434100Software Usage Charges 91413600 86473500Entertainment Exp 19129900 29106000Rent Rates amp Taxes 701191800 671145200General Expenses 162725500 138611000Godown Rent 57600000 48125000Insurance 161551400 173705300Legal expenses 43474400 60436900Misc Expenses 7073900 3598300News Paper amp Periodicals 9374100 7947200Outside Labour Expenses 284322400 102072700Payment to the Auditors 48313400 15000000Postage amp Courier Expenses 10683600 13298800Professional Charges 147965200 1006744000Printing amp Stationery 165125400 223093400Repair to Buildings and fixed assets 309177500 427256800MDS Expenses 21264900 35806500Telephone Expenses 326712100 525640000Workshop Expenses 325704400 579373600Vehicle Running Expenses 182200200 225090800Other expenses 18263600 405070100Advertisement ExpensesDiscounts

99310800745200400

118382500821623000

Customer welfare 146224200 161357500Demo Expenses amp PDI Expenses 372510300 437441500Sales Promotion 696744200 773152400Sale Commission amp Incentives 160190000 35180000Pool Cancellation and lifting charges 202092600 166694500Marketing Staff Tour expensesTrue Value Expenses

531070200358105500

581622300442725000

Total 7395406500 8383136200

HIRA AUTOMOBILES LIMITED

58 HIRA AUTOMOBILES LIMITED

Post-Employment BenefitsDefined Contribution PlansA defined contribution plan is a post-employment benefit plan under which the Company pays specifiedContributions to a separate entity The Company makes specified monthly contributions towards ProvidentFund Superannuation Fund and Pension Scheme The Companys contribution is recognized as an expense inthe Profit and Loss Statement during the period in which the employee renders the related service

The Company does not deal with Foreign Currency hence AS-11 ldquoEffect of changes in Foreign Exchangesissued bythe Institute of Chartered Accountantsof India isnot applicable

Cash Flow Statements has been prepared following the indirect method set out in the Accounting Standard-3 on ldquoCash Statements ldquoissued by the Institute of Chartered Accountants of India

(i) Income tax expenses for the period comprise of Current Tax amp Deffered Tax(ii) Current tax is measured at the amount expected to be paid to the tax authorities using the applicable tax

Rates of the Income TaxAct 1961(iii) Deferred Tax is calculated on the timing differences being the difference between accounting income and

taxable income which originates in one period and are capable of reversal in one or more subsequentaccounting periods in accordance with the provisions of Accounting Standard -22 on ldquoAccounting forTaxeson Incomerdquo issued by the Institute of Chartered Accountants of IndiaDeferred tax assets are recognized only to the extent that there is a reasonable certainty that sufficientfuture income will be available except that deferred tax assets in case there are unabsorbed depreciationor losses are recognized if there is virtual certainty that sufficient future taxable income will be available torealize the same

Depreciation on Fixed Assets is provided on the basis of Straight Line Method (SLM) Depreciation isprovided based on useful life of the assets as prescribed in Schedule II to the Companies Act 2013

Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and itis probable that an outflow of resources will be required to settle the obligation and a reliable estimate canbe made Provisions are not discounted to their present value and are determined based on the bestestimate required to settle the obligation at the reporting date These estimates are reviewed at eachreporting date and adjusted to reflect the current best estimatesContingent liabilities are disclosed unless the possibility of outflow of resources is remoteContingent assets are neither recognized nor disclosed in the financial statements

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value Animpairment loss is charged to the Profit and Loss Statement in the year in which an asset is identified asimpaired The impairment loss recognized in prior accounting period is reversed if there has been a changein the estimate of recoverable amount

G) ForeignCurrencyTransaction

H) CashFlowStatements

J) Depreciation

K) ProvisionsandContingent liabilities

L) Impairment ofAssets

I) TaxesonIncome

59 HIRA AUTOMOBILES LIMITED

M) EarningsPer Share

N) Segment Reporting

has been made in accordance with the requirement of Accounting Standard (AS) -20 on Earnings PerShare issued by the Institute of Chartered Accountants of India Diluted Earning per share is the same asBasic Earning per share because there is no potential equity shares which would have dilutive effect onearning per shares to equity shareholders

The Company is Authorized Dealer of Maruti Suzuki India Limited (MSIL) and hence is engaged in thebusiness of sale amp service of MSIL vehicles As the basic nature of sale of variants of vehicles is governedby the same set of risk amp returns these have been grouped as single segment as per AccountingStandard(AS-17) on segment reporting issued by the Institute of Chartered Accountants of India

2 Detail in respect of Opening Stock Sales and Closing Stock as follows

3 (a) During the year the company has recognized the following amounts as Defined Contribution Pan in theProfit and Loss Account

i) Employers Contribution to Provident Fund - Rs 5871 Lacsii) Employers Contribution to Employee State Insurance - Rs 1579 Lacs

The calculation of Earnings Per Share (EPS) as disclosed in the Balance Sheet Abstract

(b) During the year the Company has made provision for Gratuity in books asdesigned benefit plan

4 Subsequent to Accounting Standards -22 Accounting for Taxes on Income Issued by the Institute ofCharteredAccountants of India Deferred Tax Expenses of Rs 120557700 for the periods is recognized inthe profit and LossAmount

Calculation of Deferred TaxLiability is as followsWritten down value of Fixed Assets as on 31032016 (As per Company Act) 168178793Written down value of Fixed Assets as on 31032016 (As per Income Tax Act) 114371729bull Timing Difference 53807064bull Tax 3090 16626383bull Deferred Tax Liability as on 31032016 16626383bull Deferred Tax Liability as on 31042015 15420806bull Deferred Tax Liability to be provided for 1205577

5 Legal amp Professional Fees includes Payments to Auditors comprising as follows-i) Statutory Audit fee Rs 10000000ii) Tax audit and Vat audit Fee Rs 5000000

6 Related Party Disclosure in accordance with Accounting Standard-18

Pacific Finlease Pvt LtdRahul Sidhu Enterprises Pvt LtdRSG Studios Pvt Ltd

(a) Enterprises owned or Significantly Influenced by Directors and their Relatives

60 HIRA AUTOMOBILES LIMITED

Particulars Opening Stock Sales Closing StockQty

825VehiclesSpares ampAccessory

Amount(Rs In Lacs)

37213632756

Qty

5627

Amount(Rs In Lacs)2647068260272

Qty

1131

Amount(Rs In Lacs)

38093031155

b)

Pacific Finlease Pvt Ltd

Rahul Sidhu Enterprises Pvt Ltd

RSGStudios Pvt Ltd

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 1915Interest Recovered during the financial year 207

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 14379Interest Recovered during the financial year 035

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 6229Interest Recovered during the financial year 618

7 Calculation of Earning Per Share is as follows Profit after Tax as per Profit amp Loss Account as on 3132016 5630835

For Basic Earning Per share 2753440For Diluted Earning Per Share 2753440

Basic 219Diluted 219

8 Balance confirmation letters have been obtained from some of the parties on test check basis9 Figures of Previous year have been re-grouped and re classified wherever necessary in order to

conform to the current years presentation

As per our report of even date

No of Equity Share (Face value Rs 10- each)

Detail of transaction for the financial year 2015-16

Earning Per Share

61 HIRA AUTOMOBILES LIMITED

Page 21: HIRAAUTOMOBILESLIMITED - bseindia.com · S. Isher Singh Director Mrs. Neha Sidhu Whole time Director Mrs ... Name Rahulinder Singh Sidhu Age 34 Brief Resume Working as Director in

22

Stock Option 000 000 000

Sweat Equity 000 000 000

Commission- as of profit- others specify

000 000 000

Others please specify 000 000 000

Total(A) 84000000 96000000 180000000

Ceiling as per the Act

REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A Remuneration to Managing Director Whole-Time Directors andor Manager

NEHA SIDHU RAHULINDERSINGH SIDHU

(b)Value of perquisites us17(2) Income-tax Act1961

( )17 3 Income- taxAct1961 000 000

Gross salary(a)Salary as per provisions contained

1961

84000000 96000000 180000000

(c)Profits inlieu of salary under section

000

000

000 000

in section17(1) of the Income-tax Act

HIRA AUTOMOBILES LIMITED

23

Independent DirectorsmiddotFee for attending board committee meetings

middotCommission

middotOthers please specify

NIL NIL NIL NIL NIL

Total(1) NIL NIL NIL NIL NILOther Non-Executive Directors

middotFee for attending board committee meetingsmiddotCommissionmiddotOthers please specify

NIL NIL NIL NIL NIL

Total(2) NIL NIL NIL NIL NIL

Total(B)=(1+2) NIL NIL NIL NIL NIL

Total Managerial Remuneration NIL NIL NIL NIL NIL

Over all Ceiling as per the Act NIL NIL NIL NIL NIL

CEO Company CFO TotalSecretary

Gross salary(a)Salary as per provisionscontained in section17(1)of

the Income tax Act 1961

000 000 285487 285487

000 000 000 000

Sweat Equity 000 000 000 000

- (b)Value of perquisites us

17(2)Income-taxAct1961

000

000

000

000

000

000

000

000

Commission- as of profit-others specifyhellip

000 000 000 000

Others please specify 000 000 000 000

Total 000 000 285487 285487

C Remuneration to Key Managerial Personal Other Than MDManagerWTD

(C)Profits inlieu of salary undersection 17(3) Income-taxAct 1961

Sweat EquityStock Option

IV PENALTIESPUNISHMENTCOMPOUNDINGOFOFFENCES--------------------------------------------NIL---------------------------------------

HIRA AUTOMOBILES LIMITED

B Remuneration to other directors

24

Parti culars Details

A Name(s) of the related party and nature of relationship Rahul Sidhu Enterprises Pvt Ltd

B Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not SpecifiedD Salient terms of the contracts or arrangements or transactions

including the value if anyAt bank rate of Interest

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the Board 30042015G Amount paid as advances if any 226620-

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

2 Details of contracts or arrangements or transactions not at arms length basis

Par t i cul ars Details

A Name(s) of the related party and nature of relationship RSG Studios Pvt Ltd

B Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not Specified

D Salient terms of the contracts or arrangements or transactionsincluding the value if any

At bank rate of Interest

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the Board 30042015

G Amount paid as advances if any 971927-

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

HIRA AUTOMOBILES LIMITED

NA

NA

CONSERVATIONOFENERGY TECHNOLOGYABSORPTIONANDFOREIGNEXCHANGEOUTGO

(A) Conservationof energy

(B) Technologyabsorption

(C) ForeignexchangeearningsandOutgo

Steps taken impact on conservation of energy with special reference to the following(i) Steps taken by the company for utilizing alternate sources of energy including waste generated - NIL(ii) Capital investment on energy conservation equipment - NIL

1 Efforts in brief made towards technology absorption - NIL2 Benefits derived as a result of the above efforts eg product improvement cost reduction product

development import substitution etc - NIL3 In case of imported technology (imported during the last 3 years reckoned from the beginning of the

financial year) following information may be furnished(a) Details of technology imported - NIL(b) Year of import - NIL(c) Whether the technologybeen fully absorbed- NIL(d) If not fully absorbed areaswhere absorption hasnot taken place and the reasons therefore- NIL

4 Expenditure incurred on Research and Development

25

Earnings NIL

Outgo NIL

including the value if any

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the BoardG Amount paid as advances if any Nil

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

A Name(s) of the related party and nature of relationship Pacific Finlease Pvt LtdB Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not Specified

D Salient terms of the contracts or arrangements or transactions At bank rate of Interest

NA

HIRA AUTOMOBILES LIMITED

26

RATIOOF REMUNERATION

(i) the ratio of the remuneration of each director to the median remun--eration of the employees of the company for the financial year

4701

(ii) the percentage increase in remuneration of each director Chief FinancialOfficer Chief Executive Officer Company Secretary or Manager if anyin the financial year

Nil

(iii) the percentage increase in the median remuneration of employees inthe financial year

Nil

(iv) the number of permanent employees on the rolls of company 866(v) the explanation on the relationship between average increase inremuneration and company performance

NA

(vi) comparison of the remuneration of the Key Managerial Personnelagainst the performance of the company

As per individual performance

Nil

(viii) average percentile increase already made in the salaries of employeesother than the managerial personnel in the last financial year and itscomparison with the percentile increase in the managerial remunerationand justification thereof and point out if there are any exceptionalcircumstances for increase in the managerial remuneration

Nil

(ix) comparison of the each remuneration of the Key Managerial Personnelagainst the performance of the company

As per individual performance

(x) the key parameters for any variable component of remuneraavailed by the directors

tion Nil

(xi) the ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess ofthe highest paid director during the year

Nil

(xii) Affirmation that the remuneration is as per the remuneration policyof the company

Yes

Vii) Variations in the capitalisation of the company price earningsratio as at the closing date of the current financial year and previousfinancial year and percentage increase over in the marketquotations of the shares of the company in comparison to the rate atwhich the company came out with last public offer incase of listecompanies and in case of unlisted companies the variations in the networth of the company as at the close of the current financial year andprevious financial year

HIRA AUTOMOBILES LIMITED

27 HIRA AUTOMOBILES LIMITED

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee StockPurchase Scheme) Guidelines 1999

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)

Regulations 1993 regarding the Companies Act and dealing with client(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009 and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998

(vi) Factories Act 1948 The Punjab Shops and Commercial Establishments Act 1958 The Payment of WagesAct 1936 The Minimum Wages Act 1948 Employees State Insurance Act 1948 The EmployeesProvident Fund amp Miscellaneous Provisions Act 1952 Payment of Bonus Act 1965 The Payment ofGratuity Act 1972 The Industrial Employment (Standing Orders) Act 1946 The Employment Exchange(Compulsory Notification of Vacancies) Act 1956 The Environment (Protection) Act 1986 The HazardousWastes (Management Handling amp Trans boundary Movement) Rules 2008 The Water (Prevention ampControl of Pollution) Act 1974 The Air (Prevention amp Control of Pollution) Act 1981 and The Punjab LabourWelfare Fund Act 1965

I have also examined compliance with the applicable clauses of the following

(i) Secretarial Standards issued by The Institute of Company Secretaries of India(ii) The Listing Agreement entered into by the Companywith BSE Limited

During the period under review the Company has complied with the provisions of the Act RulesRegulations Guidelines Standards etc mentioned above except to the extent as mentioned below

1 That Company has not complied with Regulation 38 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 relating to maintaining of minimum publicshareholding by a listed Company

2 That Company Secretary of the Company has resigned and new Company Secretary is to be appointed asrequired under Section 203 of The Companies Act 2013

3 That Company has not deducted and deposited labour welfare fund as required under The Punjab LabourWelfare Fund Act 1965

4 That Statutory bonus as required under Payment of Bonus Act 1965 has not been paid by the Companyduring the year

5 That there are related party transactions which are not in ordinary course of business and which are not atarms length basis

6 That there is carry forward of loans given to parties which are covered under section 185 of the CompaniesAct 2013

7 That the Company has 14 locations and some locations need to get registration under The Punjab Shopsand Commercial Establishments Act 1958 and some locations require factory license under Factories Act1948 whereas some locations require consent authorization for operation of a facility under pollution lawsand The Hazardous Wastes (Management Handling amp Trans boundary Movement) Rules 2008

8 That the periodical returns required to be filed under The Employment Exchange (Compulsory Notificationof Vacancies) Act 1956 has not been filed and are pending

I further report thatThe Board of Directors of the Company is duly constituted with proper balance of Executive Directors NonExecutive Directors and Independent Directors The changes in the composition of the Board of Directors thattook place during the period under review were carried out in compliance with the provisions of the Act

-

28 HIRA AUTOMOBILES LIMITED

Adequate notice is given to all directors to schedule the Board Meetings agenda and detailed notes on agendawere sent at least seven days in advance and a system exists for seeking and obtaining further information andclarifications on the agenda items before the meeting and for meaningful participation at the meeting

Majority decision is carried through while the dissenting members views are captured and recorded as part ofthe minutes

I further report that there are adequate systems and processes in the company commensurate with the size andoperations of the company to monitor and ensure compliance with applicable laws rules regulations andguidelines

This report is to be read with our letter of even date which is annexed as and forms an integralpart of this report

29 HIRA AUTOMOBILES LIMITED

30 HIRA AUTOMOBILES LIMITED

HIRA AUTOMOBILES LIMITEDCODEOF CONDUCT

PERSONTOWHOMTHECODEISAPPLICABLE

( ) GENERALSTANDARDOFCONDUCT

( ) APPLICABLELAWS

( ) CONFLICTOFINTEREST

( ) PROTECTINGCONFIDENTIALINFORMATION

This code is applicable to the following persons (hereinafter referred to as Officers of the company)-All the Board Members-The entire Core group Members of the Companyand heads of the department

1 Officers are expected to exercise good judgment to ensure the safety and welfare of employees consumerscustomers suppliers shareholders lenders and other stakeholders and to maintain a co-operativeefficient positive harmonious and productive work environment practice integrity in inter-personalrelationships work on the principal of mutual trust transparencyand teamwork

2 Officers are expected to acquire and maintain professional competence3 Officers are expected to observe discipline and conduct themselves both on and off-duty in a manner to

uphold the high image of the company4 Officers are expected to assist the company in identifying controlling mitigating and managing business

risks within the companys risk management policy framework5 Officers are expected to assist the company in providing to its employees a work environment free of

harassment and free of discrimination based on race religion creed color physical or mental disability agesex etc

6 Officers should not engage in selling or distribution or be in possession of or use narcoticspsychotropicdrugs or be under influence of alcohol while on duty

7 As Officers represent the Company before the public and various authorities they are expected to dressneatly and appropriately in a manner consistent with the nature of their work and the image of the company

8 Officers should not claim from the company unauthorized personal expenses9 Customersupplierinvestor Relationships- Officers who need to deal with customers suppliers and investors

should understand that they are dealing and therefore should uphold the image and goodwill generated andbuilt-up by the Companyover the year

Officers must acquire adequate Knowledge of all the applicable laws rules regulations order and notificationsunder regulatory framework as applicable to their functions and duties and should follow and comply with thesame and avoid violation breach or infringement thereof

Officers of the Company will avoid conflict of interest Conflict of interest is said to exit when personal interest mayhave a potential conflict with the interest of the company at large Where any transaction involves conflict ofinterest prior approval of the Managing Directors Executive Director and in case of a Director of the Boardshould be obtained

The Companys confidential information is a vita and asset It may relate to product product formula processproduct plans and road maps cost and financial information information as to customers suppliers dealers andemployees business arrangements and agreements as well as to patents trademarks copyrights and tradesecrets For the purpose of this Code confidential information would also include the information obtained by theCompany from a third party under a Non Disclosure Agreement Such confidential information should beprotected and safeguarded against unauthorized personal use and should not be disclosed to any one expect (i)with prior authorization (ii) in the ordinary course of carrying on the business of the Company In the course ofconducting the Companys Business Officers may come in possession of confidential information about itsemployees customers suppliers etc Officers should handle the same with utmost responsibility and prevent itsmisuse

I

II

III

IV

31 HIRA AUTOMOBILES LIMITED

( ) PREVENTIONOFINSIDERTRADING

( ) COMPANYSASSETS

( ) NONCOMPLIANCE

( ) ANYAMENDMENTSORMODIFICATIONTOTHECODEOFCONDUCT

( )ACKNOWLEDGEMENTOFRECEIPTOFCODEOFCONDUCTANDETHICS

1 COMPANY PHILOSOPHY ONCODEOF GOVERNANCE

2 BOARDOF DIRECTORS

V

VI

VII

VIII

IX

Officers are privy to price sensitive inside information and should not use it to make personal gains TheCompany has framed Code of Conduct for prevention of insider trading in the Securities of the CompanyOfficers should follow the same in letter and spirit

Protecting and safeguarding the Companys assets and properties and preventing their unauthorized usepersonal use is one of the key and prime responsibility of Officers Officers are personally responsible of theCompanys funds under their control Officers should use electronic communication facilities like e-mail Internetetc in a legal ethical and appropriate manner and not expose the Company to liability resulting from the illegalunauthorized or unethical use thereof

In case of non-compliance of any of the provisions of this Code of conduct the same shall be reported to theChairman of the Board of Directors of the Company

This Code of Conduct is subject to modification The Board of Directors has the requisite power and the authorityto update and amend the Code of Conduct from time to time

I have received and read the Companys Code of Conduct and Ethics and have understood the standards andpolicies contained therein I agree to comply with the Companys Code of Conduct and Ethics I hereby affirm tothe Company compliance with the Code Conduct and Ethics on an annual basis and also undertake to renewsuch affirmation in the first weekof April every year

Pursuant to Regulation 34 read with Schedule V to the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 a Report on Corporate Governance is givenbelow

The report on Corporate Governance is requirement under Listing Agreement entered into with stockExchange and forms part of the report of the Board of Directors to the shareholders of the Company Thisreport gives an insight into the organizational structure of the Company The vision of the company is to be afinancially sound profitable growth oriented company committed to building and maximizing sustainablevalue for all the shareholders In its endeavor to attain the goal visualized the company is laying maximumemphasis on the effective system of Corporate Governance

(a) CompositionThe present strength of Board of Directors of the Company is five comprising of two Promoter Directors and threeIndependent Directors having diversified professional experience Out of total strength of five Directors two areexecutive and three are Non-Executive The composition of Board of Directors as on 31 March 2016 is asunder

REPORT OF THEBOARDOFDIRECTORS ONCORPORATEGOVERNANCE

st

32 HIRA AUTOMOBILES LIMITED

SN Name DIN Designation Nature of Directorship

1 Rahul Inder SinghSidhu

00447452Chairman and ManagingDirector

Promoter Executive

2 Neha Sidhu 00460875 Whole-time director Promoter Executive

3 Isher Singh 02990779 Director Independent Non Executive4 Rajbir Kaur 06397998 Director Independent Non Executive

5 Rupinder Kaur 06403845 Director Independent Non Executive

6 Ramesh Kumar 00126036 Director Independent Non Executive

Sh Ramesh Kumar has resigned on 31122015 from the office of Director(b) Attendance of each Director at the Board Meetings held during the year 2015-16 and last Annual General

Meeting and number of other Boards or Board Committees in which heshe is a member is as under-

The detail of number of shares and convertible instruments held by non ndash executive directors is given asbelow

Shri Rahulinder Singh Sidhu Managing Director of the Company and Smt Neha Sidhu Whole Time Director on theBoard of Directors are related to each other as husband and wife

(c) During the year fifteen meetings of the Board ofDirectors were held on the following dates-

The familiarization programme imparted to independent directors is disclosed on weblinkof the Company

wwwhiraautomobilescom

33

30042015 30052015 31052015 21072015 31072015 15092015

30092015 31102015 02112015 30112015 02012016 0202201615022016 22022016 10032016

SN Name of non ndash executive Director No of Equity Shares Held No of convertibleinstruments Held

1 Rajbir Kaur Nil NA

2 Rupinder Kaur Nil NA3 Isher Singh Nil NA

Total Nil NA

SN

Name of Director No of BoardMeeting attended

No of otherDirectorship

Membershipin other

Committees

Attendance atlast AGM

1 Rahulinder Singh Sidhu 15 4 - Yes

2 Neha Sidhu 12 4 - Yes

3 Isher Singh 12 - 3 -

4 Rajbir Kaur 6 - 3 -

5 Rupinder Kaur 6 - 3 -

6 Ramesh Kumar 1 4 - -

HIRA AUTOMOBILES LIMITED

34

3 AUDITCOMMITTEE

4NOMINATIONANDREMUNERATIONCOMMITTEE

Remunerationpolicy

The terms of reference of the audit committee include all the matters as provided under Section 177 (4) of TheCompanies Act 2013 and the rules made there under and SEBI (LODR) Regulations 2015

As on 31 March 2016 In compliance with the provisions of Section 177(2) of the Companies Act 2013 AuditCommittee comprises of three Non-Executive Independent Directors five meetings of Audit Committee wereheld during the year under consideration on following dates

The details of members of the audit committee and their attendance is as under-

The terms of reference of Nomination and Remuneration Committee covers all the matters provided under theCompanies Act 2013 and the rules made there under and SEBI (LODR) Regulations 2015

As on 31 March 2016 in compliance with the provisions of Section 178(1) of the Companies Act 2013Nomination and Remuneration Committee comprises of three Non-Executive Independent Directors Twomeetings of Nomination and Remuneration Committee were held during the year under consideration on 30May 2015 and 10 March 2016The details of members of the audit committee and their attendance is as under-

Remuneration policy ensures that the level and composition of remuneration is reasonable and sufficient toattract retain and motivate directors of the quality required to run the company successfully and that relationshipof remuneration to performance is clear and meets appropriate performance benchmarks and that remunerationto directors key managerial personnel and senior management involves a balance between fixed and incentivepay reflecting short and long-term performance objectives appropriate to the working of the company and itsgoals

CompositionandMeetings

CompositionandMeetings

st

st

th

th

30052015 31072015 31102015 15022016 28032016

Name of Directors Position held in theCommittee

Category MEETINGSHeld Attended

Isher Singh Chairman Independent NonExecutive

Five Five

Rupinder Kaur Member Independent NonExecutive

Three Three

Rajbir Kaur Member Independent NonExecutive

Three Three

Name of Directors Position held in theCommittee

Category MEETINGS

Held Attended

Isher Singh Chairman Independent NonExecutive

Two Two

Rupinder Kaur Member Independent Non

Executive

Two Two

Rajbir Kaur Member Independent NonExecutive

Two Two

HIRA AUTOMOBILES LIMITED

35

5 REMUNERATIONOFDIRECTORS

6 STAKEHOLDERS GRIEVANCECOMMITTEE

7 GENERALBODYMEETINGS

There is no pecuniary relationship or transaction of the company with its independent directors other thanpayment of sitting fee to them for attending Board and Committee meetings Following Executive Directors werepaid as per detail given below

and no commission on profits is paid to any of the Directors No stock option has been given to any of theDirectors including Executive Directors

As on 31 March 2016 in compliance with the requirement of Section 178(5) of The Companies Act 2013Stakeholder Relationship Committee comprises of three Non-Executive Independent Directors to consider andresolve the grievances of security holders of the companyper detail given below

Sh Rahul Inder Singh Sidhu Managing Director has been appointed as Compliance officer for the purpose ofcomplying with various provisions of the Guidelines Regulations issued by Securities and Exchange Board ofIndia Listing Agreement with Stock Exchanges

The Company has not received any complaint during the year from the shareholders and there is no pendingcomplaint with the Company

(i) Location and time where last three Annual General Meetings were held is given below-

(i) Compositionst

(ii) ComplianceOfficer

(iii) Complaints

SN

NAME OFDIRECTOR

DESIGNATION SALARY Rs BENEFITS BONUS STOCKOPTIONS

PENSION

1 RahulinderSingh Sidhu

ManagingDirector

960000- - - - -

2 Neha Sidhu Whole TimeDirector

840000- - - - -

Name Category Designation

Isher Singh Independent Non Executive Chairman

Rupinder Kaur Independent Non Executive Member

Rajbir Kaur Independent Non Executive Member

Financial Year Date Time Venue

2012-13 30092013 1100 A M 20 Sector 8A Chandigarh 1100022013-14 30092014 500 PM 20 Sector 8A Chandigarh 110002

2014-15 30092015 500 PM 20 Sector 8A Chandigarh 110002

HIRA AUTOMOBILES LIMITED

36

(ii) Following Special Resolutions were passed in the previous 3 Annual General Meeting

(iii) No special resolution has been passed last year through postal ballot and no special resolution isproposed to be conducted through postal ballot

Quarterly results are normally published in the newspapers and also sent to BSE Limited Physical copy ofannual report which inter alia includes the Directors Report Corporate governance report Audited AccountsCash Flow Statements etc was sent to shareholders by post and also to BSE Limited The quarterly results andannual report isalso available on companys website at under investors section

Date 30092016 Time 0500 PM Day Friday and Venue Registered Office of the Company at 0598 Sector18B Chandigarh 160018

The companys Financial Year starts from 1 April every year and conclude on 31 March next year

The Register of Members and the Share Transfer Books of the Company shall remain closed from 29 day ofSeptember 2016 to 30 day of September 2016 (both days inclusive)

No dividend has been recommended by the Board this year and therefore information under this sub clause is nil

The shares of the Company are listed at BSE Limited only as other regional stock exchanges viz Delhi StockExchange Association Limited Ludhiana Stock Exchange Association Limited and Ahmedabad StockExchange Limited had been de-recoganised in the process of de-recoganition by Securities and ExchangeBoard of India The Company haspaid listing fee to BSE Limited

The Stock Code of the Company on BSE Limited is 531743

There was no trading of shares of the Company and no market price data is available Further Securities of theCompany were not suspended from trading by BSE Limited during last year

The Company has appointed Ms Beetal Financial amp Computer Services Private Ltd New Delhi as CommonAgency (RTA) for Share Transfer work in both modes physical as well as electronically Detail of RTA is as underMs Beetal Financial amp Computer Services Private LimitedBeetal House 3 Floor99 Madangir Behind Local Shopping Center Near Data Harsukhdas MandirNewDelhi- 110062 Ph 011-2996128182 Fax 011-29961284

The companys shares in dematerialized form transferable through depository system and Shares in physicalform are processed by Ms Beetal Financial amp Computer Services Private Limited The Board has authorised ShRahulinder Singh Sidhu Managing Director of the company to approve share transfers and matter relatedtherewith

8 MEANSOFCOMMUNICATION

9 GENERALSHAREHOLDERINFORMATIONAnnual General Meeting

Financial Year

BookClosure

Dividend

Listing

StockCode

StockMarket Data

Registrar andShareTransfer Agents

ShareTransfer System

wwwhiraautomobilescom

st st

th

th

rd

30092013 Nil

30092014 1 Approval for Borrowing Money in excess of the aggregate of the paid up share capital andfree reserves of the Company 2 Amendments in Articles of Association

30092015 Nil

HIRA AUTOMOBILES LIMITED

37

ReconciliationofShareCapital Audit

Distribution of shareholding

Dematerializationof sharesandliquidity

GDRsADRs

Mr Ravinder Kumar Practising Company Secretary carries out the Reconciliation of Share Capital Audit asmandated by SEBI and reports on the reconciliation of total issued and listed Capital with that of total sharecapital admitted held in dematerialized form with NSDL and CDSL and those held in physical form This audit iscarried out on quarterly basis and the report thereof is submitted to the Stock Exchanges

Detail of distribution of share holding of equity share of the Company by size and ownership class as on31032016 is given as under

The Shares of the company have not been traded on stock exchange during the period under review TheCompany has not been allotted ISIN and number of shares held in dematerialized formis nil

The Company has not issued any GDRsADRsWarrants or any Convertible instruments

UP TO 5000 129 6293 38840 38840000 14106

5001 TO 10000 49 2390 44500 44500000 16162

10001 TO 20000 7 341 10000 10000000 0363220001 TO 30000 4 195 9000 9000000 03269

30001 TO 40000 2 098 6800 6800000 02470

40001 TO 50000 1 049 4400 4400000 01598

50001 TO 100000 1 049 5200 5200000 01889

100001 AND ABOVE 10 585 2634700 2634700000 956876

Indian Promoter-IndividualHUF 11 2635700 9572

Non Resident Individual 1 500 002

Bodies Corporate 1 500 002

Resident Individuals-HUF 190 116740 424

HIRA AUTOMOBILES LIMITED

38

Plant ShowroomLocationsShowroom Locations

Address for correspondence

Related Party Transactions

Compliance

Vigil Mechanism

WhistleBlower Policy

Mandatory Requirements

1 Hira Automobiles Limited Rajbaha Road Patiala Ph No 0175-22091002 Hira Automobiles Limited Malout Road Muktsar Ph No 01633-2620203 Hira Automobiles Limited Village Bhadak Rajpura Ph No 01762-2448814 Hira Automobiles Limited Radha Swami Satsang Road Nabha PhNo 01765-5059595 Hira Automobiles Limited Muktsar Road Malout Ph No01637-2637246 Hira Automobiles Limited Patiala Pehowa Road DevigarhPh No0175-26311527 Hira Automobiles Limited Bathinda Malout Road Gidderbaha8 Hira Automobiles Limited Nabha Road Bhadson9 Hira Automobiles Limited Cheeka road Samana

10 Hira Automobiles Limited Malout Road Killianwali

Following is the address for correspondenceRegistered Office ndash Hira Automobiles Limited 0598 Sector 18-B Chandigarh 160018

There are no materially significant related party transactions that may have potential conflict with the interests ofcompany at large There were transactions with related parties at market price at arms length basis which aredisclosed in Form AOC ndash 2 attached herewith The policy on dealing with related party transactions is availableon web link of the Company

The Company has complied with all the provisions of listing agreement and that no penalties and or strictureshas been imposed on the company by Stock Exchange or SEBI or any statutory authority on any matter relatedto capital markets during the last three years

Detail of Vigil Mechanismis provided in the same heading in Directors Report

Company has formulated the Whistle Blower Policy to safeguard the interest of its stakeholders Directors andemployees to freely communicate and address to the Company their genuine concerns in relation to any illegalor unethical practice being carried out in the Company and that no personnel has been denied access to the auditcommittee

The Company has complied with all the mandatory requirements as stipulated in SEBI (Listing and DisclosureRequirements) Regulations 2015

10 OTHERDISCLOSURES

wwwhiraautomobilescom

HIRA AUTOMOBILES LIMITED

39

MANAGEMENTDISCUSSIONANDANALYSIS REPORT

1 Industrystructureanddevelopment

2 Opportunitiesandthreats

3 Segmentwiseor product wiseperformance

4 Outlook

5 Risksandconcern

6 Internal control systemsandtheir adequacy

HIRA AUTOMOBILES LIMITED

40

7 Discussiononfinancial performancewithrespect tooperational performanceDue to overall recessionary economy and internal competition with the new dealer there has been minoradverse impact on the financial stability of the company with respect to operational performance as the workingcapital limits of the company has increased substantially where as there is no growth in sales In comparison tominor growth in operational performance Profitability of the company has been decreasing during the yearinspite of higher burden of interest expenditure salary and wages and other admistrative expenses

8 HumanRecourses

9 Management of theCompany

Human Resource is considered to be the most prized assetof the company by the management Hence the work-forceis being looked after well and ensured that they remain motivated The 360 degree appraisal system ensures theirsatisfaction and brings out their concerns and bikerings which are addressed by the management immediately Thisimproves the employee-management relationship and makes themwork for the better future of the company

As Company has a large network of branches spread over 14 locations in two district of Patiala and Muktsar eachlocation is being managed by a rich experienced deemed CEO who is also known deemed key managerial personnelAll the branches key Managerial Personnel are reporting directly to CMD sitting at Patiala corporate office of thecompany

HIRA AUTOMOBILES LIMITED

41

COMPLIANCECERTIFICATEBYCHIEFEXECUTIVEOFFICERANDCHIEFFINANCIALOFFICER

We Rahulinder Singh Sidhu Managing Director and Sandeep Rana Chief Financial Officer of the Companyhereby certify thatA We have reviewed financial statements and the cash flow for the year ended 31 March 2016 and that to thebest of our knowledge and belief(1) These statements do not contain any materially untrue statement or omit any material fact or containstatements that might be misleading(2) These statements together present a true and fair view of the company affairs and are in compliance withexisting accounting standards applicable laws and regulationsB There are to the best of our knowledge and belief no transactions entered into by the Company during theyear that are fraudulent illegal or volatile to the companyscode of conductC We accept responsibility for establishing and maintaining internal controls for financial Reporting and that wehave evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting andwe have disclosed to the auditors and the audit committee deficiencies in the design or operation of such internalcontrols if any of which they are aware and the steps they have taken or propose to take to rectify thesedeficienciesD We have indicated to the auditorsand the Audit committee(1) Significant changes in internal control over financial reporting during the year(2) Significant changes in accounting policies during the year and that the same have been disclosed in thenotes to the financial statements and(3) There were no instances of fraud of which they have become aware and the involvement therein of themanagement or an employee having a significant role in the companys internal control system over financialreporting

I Rahulinder Singh Sidhu Managing Director of the Company hereby declare that all Board Members andSenior Management Personnel have affirmed compliance with the code of conduct for the Directors and SeniorManagement Personnel as approved by the Board for the Financial Year ended 31 March 2016

For

st

st

HIRA AUTOMOBILES LIMITED

42

AUDITORS CERTIFICATEONCORPORATEGOVERNANCE

The Board of DirectorsHira Automobiles LimitedChandigarh

We have examined the compliance of conditions of Corporate Governance by Hira Automobiles Limited for thefinancial year ended March 31 2016 as stipulated in the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015

The compliance of conditions of Corporate Governance is the responsibility of the management Ourexamination was limited to procedures and implementation thereof adopted by the company for ensuring thecompliance of the conditions of the Corporate Governance It is neither an audit nor an expression of opinion onthe financial statements of the company

In our opinion and to the best of our information and according to the explanations given to us we certify that thecompany has complied with the conditions of Corporate Governance as stipulated in the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015

We further state that such compliance is neither an assurance as to the future viability of the company nor theefficiency of effectiveness with which the management has conducted the affairs of the company

HIRA AUTOMOBILES LIMITED

43 HIRA AUTOMOBILES LIMITED

4

5

OPINION

REPORTONOTHERLEGALANDREGULATORYREQUIREMENTS

44 HIRA AUTOMOBILES LIMITED

Annexureldquo Ardquoto the Independent Auditors Report on the Standalone Financial Statements of Hira Automobiles Limited(Referred to in paragraph 1 (f) under Report on Other Legal and Regulatory Requirements of our report of evendate)

REPORT ON THE INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING UNDER CLAUSE (i)OF SUBSECTION3 OF SECTION 143 OF THE COMPANIES ACT 2013 (ldquoTHE ACTrdquo)

We have audited the internal financial controls over financial reporting of hira automobiles LIMITED (ldquotheCompanyrdquo) as of March 31 2016 in conjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

The Companys management is responsible for establishing and maintaining internal financial controlsbased onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the ldquoGuidance Noterdquo) issued by the Institute of Chartered Accountants of India These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherence to Companyspolicies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financial information as requiredunder the Companies Act 2013

Our responsibility is to express an opinion on the Companys internal financial controls over financial reportingbased on our audit We conducted our audit in accordance with the Guidance Note and the Standards onAuditing prescribed under Section 143(10) of the Companies Act 2013 to the extent applicable to an audit ofinternal financial controls Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if such controls operatedeffectively in all material respects Our audit involves performing procedures to obtain audit evidence about theadequacy of the internal financial controls system over financial reporting and their operating effectiveness Ouraudit of internal financial controls over financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditors judgement including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internalfinancial controlssystem over financial reporting

MANAGEMENTSRESPONSIBILITYFORINTERNALFINANCIALCONTROLS

AUDITORS RESPONSIBILITY

45 HIRA AUTOMOBILES LIMITED

MEANINGOFINTERNALFINANCIALCONTROLSOVERFINANCIALREPORTING

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVERFINANCIAL REPORTING

OPINION

A companys internal financial control over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles A companys internal financial controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of thecompany (2) provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and that receipts andpayments of the company are being made only in accordance with authorisation of management and directors ofthe company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the companys assets that could have a material effect on the financialstatements

Because of the inherent limitations of internal financial controls over financial reporting including thepossibility of collusion or improper management override of controls material misstatements due to error orfraud may occur and not be detected Also projections of any evaluation of the internal financial controlsover financial reporting to future periods are subject to the risk that the internal financial control over financialreporting may become inadequate because of changes in conditions or that the degree of compliance withthe policies or procedures may deteriorate

in our opinion to the best of our information and according to the explanations given to us the Companyhas in all material respects an adequate internal financial controls system over financial reporting and suchinternal financial controls over financial reporting were operating effectively as at March 31 2016 based onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note

46 HIRA AUTOMOBILES LIMITED

Annexure B To Auditors ReportAnnexure referred to in paragraph 3 of our report of even date

1 (a) The Company has maintained proper records showing full particulars including quantitativedetailsand situation of fixed assets at Corporate Office and in the process of maintaining at outlets

(b) We have been informed that the fixed assets of the company have been physically verified by themanagement at reasonable intervals and no material discrepancies were noticed on such verification

2 (a) As informed to us physical verification of inventory of the company has been conducted by themanagement at reasonable intervals (b) In our opinion and according to the explanations givento us the procedures of Physical verification of inventory followed by the management arereasonable and adequate in relation to the size of the company and the nature of its business

(c) In our opinion and according to the explanations given to us the Company is maintainingproper records of inventory We have been informed that no material discrepancies have been noticedon physical verification as compared to records

3 (a) According to the information and explanation given to us the Company has advanced inter corporatedeposits to three companies covered in the register maintained under section 189 of the CompaniesAct2013 and there is no stipulation as to the time period for recovery of principal and interest amount ofunsecured loan given

(b) Further as there is no stipulation as to the time period for recovery of principal amount ofunsecured loan given we are unable to comment on the overdue amount in respect of thesaid loan

4 In our opinion and according to the information and explanations given to us the Company has compliedwith the provisions of Sections 185 and 186 of the CompaniesAct 2013 in respect of grant of loans makinginvestments and providing guarantees and securities

5 According to the information and explanation given to us the Company has not accepted deposits frompublic Advances from customers for sale of vehicles and against sale promotion schemes run by theCompany to promote its sale are received and paid in the ordinary course of business

6 The maintenance of cost records under section 148(1) of the CompaniesAct 2013 has not been prescribedby the Central government for the Companysince it is not manufacturing Company

7 (a) According to the information and explanations given to us the company is generally regular indepositing all statutory dues including provident fund investor education and protection fundemployees state insurance income tax sales tax wealth tax custom duty excise duty cess and anyother statutory due with appropriate authority during the year

(b) According to the information and explanations given to us there are no disputed amount payables inrespect of provident fund investor education and protection fund employees state insurance incometax sales tax wealth tax customduty excise duty cess by the Company

(c ) No amount was lying with the company which was required to be transferred to investor education andprotection fund in accordance with the relevant provisions of the CompaniesAct 1956 (1 of 1956) andrulesmade there under

8 As informed to us the companyhas not defaulted in repayment of dues to financial institutions or banks

9 As informed to us the company has not given any guarantee for loans taken by others from bank orfinancial institutions

47 HIRA AUTOMOBILES LIMITED

10 As informed to us the proceeds of the term loans taken by the company are applied for the purpose forwhich the loans were obtained

11 Based on the audit procedures performed for the purpose of reporting the true and fair view of the financialstatements and as per the information and explanation given by the management we report that no fraudby the company has been noticed or reported during the course of our audit

48 HIRA AUTOMOBILES LIMITED

49

Particulars Note No As at As atMarch 312016 March 312015

I EQUITY AND LIABILITIES(1) Shareholders funds

(a) Share capital 2 2753440000 2753440000(b) Reserves and Surplus 3 6240053700 5676970200

(2) Non-current liabilities(a) Long term borrowings 4 10202167800 9006585600(b) Deferred tax liabilities (net) 5 1662638300 1542080600(c) Other long-term liabilities 6 5734992800 5067035200

(d) Long-term provisions 7 1339912400 1244415300(3) Current liabilities

(a) Short term Borrowings 8 49363423500 59501393100(b) Trade payables 9 1502741100 6123301200(c) Other current liabilities 10 3671194600 4679162300(d) Short term provisions 11 823155600 789863800

Total 83293719800 96384247300ASSETS

(1) Non-Current assets(a) Fixed assets

(i) Tangible assts 12 16817879700 16711642800(ii) Intangible assets 13 - -

(b) Non-current investments 14 1120000 1120000(d) Long-term loans and advances 15 2618538200 2251312400

(2) Current assets(a) Inventories 16 41208502100 40489156300(b) Trade Receivables 17 14372057700 13922503000(d) Cash and Cash equivalents 18 3697504100 11556587000(e) Short-term Loans and Advances 19 4497240800 11399114400(f) Other Current assets 20 80877200 52811400

Total 83293719800 96384247300

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

(IN RUPEES)

Chairman and Managing Director

Balance Sheet

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies 1

50

Particulars Note No Year Ended Year EndedMarch 312016 March 312015

I Revenue from operations 21 310372896800 323733670200II Other income 22 136994600 525412000III Total Revenue(I+II) 310509891400 324259082200IV Expenses

a Cost of Material Consumed 23 1357073500 1293751900b Purchase of Stock-in-Trade 24 281848216100 294479334400c Changes in Inventories of Finished Goods 25 (719345800) (186205700)d Employee Benefits Expenses 26 12664754100 12944732800e Finance Costs 27 5604834800 4157234900f Depreciation and Amortization expense 12 1358225700 1559476600g Other Expenses 28 7395406500 8383136200

Total Expenses 309509164900 322631461100V Profit before tax (III-IV) 1000726500 1627621100

VI Tax expense(a)Current tax 275985000 473844400(b)Deferred tax 120557700 -

VII Profit for the Year(V-VI) 604183800 1153776700VIII Prior period tax expenses 41100300 75346500IX Earnings per Equity Share(in Rupees) 563083500 1078430200

Basic 219 392Diluted 219 392

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

Profit amp Loss Account

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies

51

Particulars As at March 312016 As at March 312015A Cash Flow from Operating Activities

Net Profit before Tax 1627621100Adjustment forDepreciation 1559476600Interest expenses 4157234900Loss Profit on Sale of Fixed Assets -

Operating ProfitLoss before Working Capital Changes 7344332600Adjustment for(Increase)Decrease in Trade amp Other receivables 940107800(Increase)Decrease in Inventory (186205700)Increase(Decrease) in Trade Payables amp other provisions (4054306400)(Increase)Decrease in Other Loans amp Advances (4635970800)Cash generated from operations (592042500)Taxes Paid (549190900)Previous Year Taxes (Net) -Net Cash from Operating Activities (A) (1141233400)

B Cash Flow from Investing Activities(Purchase) of FixedCapital Expenditure (2227931100)Sale of Fixed Assets 883140700Sale(Purchase) of Investment (315826300)

Net Cash used in Investing Activities (B) (1660616700)C Cash Flow from Finance Activities

Proceeds from Long Term Borrowing (Net) (4869873700)Secured Loan 18024550800Unsecured Loan - 991878400Interest paid (4157234900)Net Cash from Financing Activities (C ) 9989320600

Net increase in Cash and Equivalents (A+B+C) 7187470500Opening Balance of Cash and Cash Equivalents 4369116500

Closing Balance of Cash and Cash Equivalents

1000726500

13582257005604834800

69725800

8033512800

(449554700)(719345800)

(5595236000)68738078008143184100(275985000)

(41100300)7826098800

(1622365700)88177300

(367225800)

(1901414200)

1959036900(10137969600)

(5604834800)(13783767500)

(7859082900)11556587000

3697504100 11556587000

Notes1 Figures in brackets indicate cash outflow2 The above Cash Flow Statement has been prepared under the indirect method set out in AS 3-Cash

Flow Statement as prescribed by Companies (Accouning Stanadards)Rules2006

This is the Cash Flow Statement referred to our report of even date

Cash Flow Statement

HIRA AUTOMOBILES LIMITED

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

For the Year Ended 31 March 2016st

52

Notes to Accounts2 SHARE CAPITAL

As at March 31 2016 As at March 312015(1)AUTHORISED6000000 Equity shares of Rs10-each 6000000000 6000000000

FULLY PAID UP

ISSUEDSUBSCRIBED -2753440 Equity shares of Rs10 each

6000000000 6000000000

2753440000 2753440000

2753440000 2753440000

Shares at the beginning of the accounting Period2753440 Equity shares of Rs10- each 2753440000 2753440000Additions during the year - -Shares outstanding at the end of year 2753440000 2753440000Total 2753440000 2753440000

(a) Rights Preferences and Restrictions Attached to sharesEquity Shares The Company has only one class of equity shares having a par value of Rs 10 per shareEach Shareholder is entitled to one vote per share In the event of liquidation of the company the holder ofequity shares will be entitled to receive any of the remaining of the Company after distribution of allpreferential amounts However no such preferential amount exist currently The distribution will be inproportion to the number of equity shares held by the equity shareholders(b) Detail of Shares held by Shareholders holding more than 5 of the Aggregate Shares in theCompany

Name of Shareholders No of Shares Shareholding as at March31 2016

Rajinder Kaur Bhattal 826000 3000Kuldeep Singh Bhattal 272100 988Rahul Sidhu 270000 981Simran Bajwa 265000 962Manjeet Kaur Sangha 862900 3134

3 RESERVES AND SURPLUSAs at March 312016 As at March 312015

General reserveAt the beginning of the accounting period 723675000

-

-

-

-

723675000Additions during the yearAt the end of the accounting period 723675000 723675000Surplus in Statement of Profit and LossAt the beginning of the accounting period 4953295200 3874865000Additions during the year 563083500 1078430200(balance in statement of profit amp loss ac)prior period expenses written offtransfer tofrom reservesAt the end of the accounting period 5516378700 4953295200

Total 6240053700 56769702004 LONG TERM BORROWINGS

As at March 312016 As at March 312015SECUREDTerm loan(Secured against hypof car and guaranteed bythe directors of the co)

(Secured against Focal Point Properties andguaranteed by directors)

-

5018479300

142138000

5774447600

UNSECUREDLoans from directors 5183688500 3090000000Loans from shareholders and public - -Total 10202167800 9006585600

Term loan

HIRA AUTOMOBILES LIMITED

53

5 DEFERRED TAX LIABILITIES (NET)As at March 312016 As at March 312015

Deferred tax liabilities 1662638300 1542080600Total 1662638300 1542080600

6 OTHER LONG TERM LIABILITIESAs at March 312016 As at March 312015

Sales promotion scheme- Customeradvances

5046479000 4415090000

Security from Employees 688513800 651945200Total 5734992800 5067035200

7 LONG TERM PROVISIONSAs at March 312016 As at March 312015

Gratuity provision 1339912400 1244415300Total 1339912400 1244415300

10 OTHER CURRENT LIABILITIESAs at March 312015

Current maturities of long term debts 880473400 1674618400Interest accrued and due on borrowings - -Value added tax and CST 2185026500 2517359600TDS payable 111535600 157798400Current year taxes payable(net of advance tax) - -

Other payables 494159100 329385900Total 3671194600 4679162300

11 SHORT TERM PROVISIONS

(a) Provisions for employee benefits 823155600 789863800

8 SHORT TERM BORROWINGSAs at March 312016 As at March 312015

Secured loans from banksPunjab National Bank -(secured against hypothecation of stockand book-debts)Gur Mandi Patiala 30680878500 29077205300Gagan Chowk Rajpura 1863121400 1705992300New Grain Market Muktsar and Malout 842363700 757042200Inventory funding 15977059900 27961153300(secured against hypothecation of stockand book-debts)Total 49363423500 59501393100

9 TRADE PAYABLESAs at March 312016 As at March 312015

Sundry Creditors 357269200 2822407500Advance from Parties-Interest free 1145471900 3300893700Total 1502741100 6123301200

HIRA AUTOMOBILES LIMITED

As at March 312016 As at March 312015

Total 823155600 789863800

As at March 312016

54 HIRA AUTOMOBILES LIMITED

14 NON CURRENT INVESTMENTAs at March 312016 As at March 312015

Investment in Shares 1120000 1120000Investment in Mutual Funds - -

Total 1120000 1120000

15 LONG TERM LOANS AND ADVANCESAs at March 312016 As at March 312015

Security Deposits 366283000 337485500(Unsecured considered good unlessOtherwise Stated)Intercorporate Deposits 2252255200 1913826900Total 2618538200 2251312400

16 INVENTORIESAs at March 312016 As at March 312015

(As taken valued amp certified by the management)

Stock in Trade (in respect of goodsacquired for trading )

38093012700 37213584000

Stores Spares amp Loose tools 3115489400 3275572300

Total 41208502100 40489156300

17 TRADE RECEIVABLESAs at March 312016 As at March 312015

(unsecured considered good unlessotherwise stated)(1)Debts outstanding for a period exceeding

six months from the date they are due 513584600 623548900(2)Other debts 13858473100 13298954100Total 14372057700 13922503000

55

18 CASH amp CASH EQUIVALENTS As at March 312016 As at March 312015

(a) Balance with BanksFixed deposits 1260950600 812770600(Earmarked balances with banksheld as margin moneyagainst borrowingsand other commitments)Current accounts 1243916600 6403274200Gold Coins 29547200 29547200(b) Cheques Draft on HandCheques in HandCash in hand

202088500961001200

30714258001239569200

Total 3697504100 11556587000

19 SHORT TERM LOANS amp ADVANCESAs at March 312016 As at March 312015

(Unsecured considered good unlessotherwise stated)advances recoverable in cash orin kind for the value to be received(1)Advance to parties 2541662700 9294257800(2) Receivable from revenue authorities 551783000 569108700(3)Current years taxes recoverable(net ofliability)

332615600 380504500

(4) Other advances 1071179500 1155243400Total 4497240800 11399114400

HIRA AUTOMOBILES LIMITED

56

20 OTHER CURRENT ASSETSAs at March 312016 As at March 312015

Prepaid Expenses 80877200 52811400

Total 52811400

21 REVENUE FROM OPERATIONSAs at March 312016 As at March 312015

Sale of products 290733945600 301324413800Sale of services 9681919400 10435033800

Other operating revenues 9957031800 11974222600310372896800 323733670200

Less Excise duty - -Total 310372896800 323733670200

22 OTHER INCOMEAs at March 312016 As at March 312015

Interest income 87335400 279807100Other Non-operating income 49659200 245604900Total 136994600 525412000

23 COST OF MATERIAL CONSUMEDAs at March 312016 As at March 312015

Purchases Raw-Materials and PackingMaterials

1357073500 1293751900

Add Opening balance of stock - -1357073500 1293751900

Less Closing balance of stock - -Total 1357073500 1293751900

80877200

24 PURCHASE OF STOCK IN TRADEAs at March 312016 As at March 312015

Purchases of Traded goods 281848216100 294479334400

Total 281848216100 294479334400

25 CHANGES IN INVENTORIESAs at March 312016 As at March 312015

Finished Goodsat the beginning of the accounting period - -at the end of the accounting period - -Stock-in-Tradeat the beginning of the accounting period 40489156300 40302950600at the end of the accounting period 41208502100 40489156300Total (719345800) (186205700)

26 EMPLOYEE BENEFIT EXPENSESAs at March 312016 As at March 312015

Salary and Wages 8156996000 9654096800HRA Expenses and other allowance 2733336200 1148756100Contribution to Provident fund 587123100 490338400Contribution to Employees state Insurance fund 157923000 161030000Workers and Staff Welfare 299823200 269213600Gratuity Expenses 95497100 64570600Bonus 420931500 903597900Employees Training and Uniform expenses 213124000 253129400Total 12664754100 12944732800

HIRA AUTOMOBILES LIMITED

57

27 FINANCE COSTSAs at March 312016 As at March 312015

Interest ExpenseInterest to Banks 4309580000 3483884100Interest on Unsecured loans 1196279800 577607600Interest to Customers (36290200) (95330900)Interest to MSIL (121679800) (50429300)Interest to Bank on Vehicle loan 29667800 43272600Bank Charges 227277200 198230800

Total 5604834800 4157234900

28 OTHER EXPENSESAs at March 312016 As at March 312015

Accessories Expenses 9551600 18313400Festival Expenses 30357200 8141000Donation 13123500 9144500Freight Inward 23896900 26399000Power amp Fuel 913761800 911434100Software Usage Charges 91413600 86473500Entertainment Exp 19129900 29106000Rent Rates amp Taxes 701191800 671145200General Expenses 162725500 138611000Godown Rent 57600000 48125000Insurance 161551400 173705300Legal expenses 43474400 60436900Misc Expenses 7073900 3598300News Paper amp Periodicals 9374100 7947200Outside Labour Expenses 284322400 102072700Payment to the Auditors 48313400 15000000Postage amp Courier Expenses 10683600 13298800Professional Charges 147965200 1006744000Printing amp Stationery 165125400 223093400Repair to Buildings and fixed assets 309177500 427256800MDS Expenses 21264900 35806500Telephone Expenses 326712100 525640000Workshop Expenses 325704400 579373600Vehicle Running Expenses 182200200 225090800Other expenses 18263600 405070100Advertisement ExpensesDiscounts

99310800745200400

118382500821623000

Customer welfare 146224200 161357500Demo Expenses amp PDI Expenses 372510300 437441500Sales Promotion 696744200 773152400Sale Commission amp Incentives 160190000 35180000Pool Cancellation and lifting charges 202092600 166694500Marketing Staff Tour expensesTrue Value Expenses

531070200358105500

581622300442725000

Total 7395406500 8383136200

HIRA AUTOMOBILES LIMITED

58 HIRA AUTOMOBILES LIMITED

Post-Employment BenefitsDefined Contribution PlansA defined contribution plan is a post-employment benefit plan under which the Company pays specifiedContributions to a separate entity The Company makes specified monthly contributions towards ProvidentFund Superannuation Fund and Pension Scheme The Companys contribution is recognized as an expense inthe Profit and Loss Statement during the period in which the employee renders the related service

The Company does not deal with Foreign Currency hence AS-11 ldquoEffect of changes in Foreign Exchangesissued bythe Institute of Chartered Accountantsof India isnot applicable

Cash Flow Statements has been prepared following the indirect method set out in the Accounting Standard-3 on ldquoCash Statements ldquoissued by the Institute of Chartered Accountants of India

(i) Income tax expenses for the period comprise of Current Tax amp Deffered Tax(ii) Current tax is measured at the amount expected to be paid to the tax authorities using the applicable tax

Rates of the Income TaxAct 1961(iii) Deferred Tax is calculated on the timing differences being the difference between accounting income and

taxable income which originates in one period and are capable of reversal in one or more subsequentaccounting periods in accordance with the provisions of Accounting Standard -22 on ldquoAccounting forTaxeson Incomerdquo issued by the Institute of Chartered Accountants of IndiaDeferred tax assets are recognized only to the extent that there is a reasonable certainty that sufficientfuture income will be available except that deferred tax assets in case there are unabsorbed depreciationor losses are recognized if there is virtual certainty that sufficient future taxable income will be available torealize the same

Depreciation on Fixed Assets is provided on the basis of Straight Line Method (SLM) Depreciation isprovided based on useful life of the assets as prescribed in Schedule II to the Companies Act 2013

Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and itis probable that an outflow of resources will be required to settle the obligation and a reliable estimate canbe made Provisions are not discounted to their present value and are determined based on the bestestimate required to settle the obligation at the reporting date These estimates are reviewed at eachreporting date and adjusted to reflect the current best estimatesContingent liabilities are disclosed unless the possibility of outflow of resources is remoteContingent assets are neither recognized nor disclosed in the financial statements

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value Animpairment loss is charged to the Profit and Loss Statement in the year in which an asset is identified asimpaired The impairment loss recognized in prior accounting period is reversed if there has been a changein the estimate of recoverable amount

G) ForeignCurrencyTransaction

H) CashFlowStatements

J) Depreciation

K) ProvisionsandContingent liabilities

L) Impairment ofAssets

I) TaxesonIncome

59 HIRA AUTOMOBILES LIMITED

M) EarningsPer Share

N) Segment Reporting

has been made in accordance with the requirement of Accounting Standard (AS) -20 on Earnings PerShare issued by the Institute of Chartered Accountants of India Diluted Earning per share is the same asBasic Earning per share because there is no potential equity shares which would have dilutive effect onearning per shares to equity shareholders

The Company is Authorized Dealer of Maruti Suzuki India Limited (MSIL) and hence is engaged in thebusiness of sale amp service of MSIL vehicles As the basic nature of sale of variants of vehicles is governedby the same set of risk amp returns these have been grouped as single segment as per AccountingStandard(AS-17) on segment reporting issued by the Institute of Chartered Accountants of India

2 Detail in respect of Opening Stock Sales and Closing Stock as follows

3 (a) During the year the company has recognized the following amounts as Defined Contribution Pan in theProfit and Loss Account

i) Employers Contribution to Provident Fund - Rs 5871 Lacsii) Employers Contribution to Employee State Insurance - Rs 1579 Lacs

The calculation of Earnings Per Share (EPS) as disclosed in the Balance Sheet Abstract

(b) During the year the Company has made provision for Gratuity in books asdesigned benefit plan

4 Subsequent to Accounting Standards -22 Accounting for Taxes on Income Issued by the Institute ofCharteredAccountants of India Deferred Tax Expenses of Rs 120557700 for the periods is recognized inthe profit and LossAmount

Calculation of Deferred TaxLiability is as followsWritten down value of Fixed Assets as on 31032016 (As per Company Act) 168178793Written down value of Fixed Assets as on 31032016 (As per Income Tax Act) 114371729bull Timing Difference 53807064bull Tax 3090 16626383bull Deferred Tax Liability as on 31032016 16626383bull Deferred Tax Liability as on 31042015 15420806bull Deferred Tax Liability to be provided for 1205577

5 Legal amp Professional Fees includes Payments to Auditors comprising as follows-i) Statutory Audit fee Rs 10000000ii) Tax audit and Vat audit Fee Rs 5000000

6 Related Party Disclosure in accordance with Accounting Standard-18

Pacific Finlease Pvt LtdRahul Sidhu Enterprises Pvt LtdRSG Studios Pvt Ltd

(a) Enterprises owned or Significantly Influenced by Directors and their Relatives

60 HIRA AUTOMOBILES LIMITED

Particulars Opening Stock Sales Closing StockQty

825VehiclesSpares ampAccessory

Amount(Rs In Lacs)

37213632756

Qty

5627

Amount(Rs In Lacs)2647068260272

Qty

1131

Amount(Rs In Lacs)

38093031155

b)

Pacific Finlease Pvt Ltd

Rahul Sidhu Enterprises Pvt Ltd

RSGStudios Pvt Ltd

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 1915Interest Recovered during the financial year 207

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 14379Interest Recovered during the financial year 035

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 6229Interest Recovered during the financial year 618

7 Calculation of Earning Per Share is as follows Profit after Tax as per Profit amp Loss Account as on 3132016 5630835

For Basic Earning Per share 2753440For Diluted Earning Per Share 2753440

Basic 219Diluted 219

8 Balance confirmation letters have been obtained from some of the parties on test check basis9 Figures of Previous year have been re-grouped and re classified wherever necessary in order to

conform to the current years presentation

As per our report of even date

No of Equity Share (Face value Rs 10- each)

Detail of transaction for the financial year 2015-16

Earning Per Share

61 HIRA AUTOMOBILES LIMITED

Page 22: HIRAAUTOMOBILESLIMITED - bseindia.com · S. Isher Singh Director Mrs. Neha Sidhu Whole time Director Mrs ... Name Rahulinder Singh Sidhu Age 34 Brief Resume Working as Director in

23

Independent DirectorsmiddotFee for attending board committee meetings

middotCommission

middotOthers please specify

NIL NIL NIL NIL NIL

Total(1) NIL NIL NIL NIL NILOther Non-Executive Directors

middotFee for attending board committee meetingsmiddotCommissionmiddotOthers please specify

NIL NIL NIL NIL NIL

Total(2) NIL NIL NIL NIL NIL

Total(B)=(1+2) NIL NIL NIL NIL NIL

Total Managerial Remuneration NIL NIL NIL NIL NIL

Over all Ceiling as per the Act NIL NIL NIL NIL NIL

CEO Company CFO TotalSecretary

Gross salary(a)Salary as per provisionscontained in section17(1)of

the Income tax Act 1961

000 000 285487 285487

000 000 000 000

Sweat Equity 000 000 000 000

- (b)Value of perquisites us

17(2)Income-taxAct1961

000

000

000

000

000

000

000

000

Commission- as of profit-others specifyhellip

000 000 000 000

Others please specify 000 000 000 000

Total 000 000 285487 285487

C Remuneration to Key Managerial Personal Other Than MDManagerWTD

(C)Profits inlieu of salary undersection 17(3) Income-taxAct 1961

Sweat EquityStock Option

IV PENALTIESPUNISHMENTCOMPOUNDINGOFOFFENCES--------------------------------------------NIL---------------------------------------

HIRA AUTOMOBILES LIMITED

B Remuneration to other directors

24

Parti culars Details

A Name(s) of the related party and nature of relationship Rahul Sidhu Enterprises Pvt Ltd

B Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not SpecifiedD Salient terms of the contracts or arrangements or transactions

including the value if anyAt bank rate of Interest

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the Board 30042015G Amount paid as advances if any 226620-

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

2 Details of contracts or arrangements or transactions not at arms length basis

Par t i cul ars Details

A Name(s) of the related party and nature of relationship RSG Studios Pvt Ltd

B Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not Specified

D Salient terms of the contracts or arrangements or transactionsincluding the value if any

At bank rate of Interest

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the Board 30042015

G Amount paid as advances if any 971927-

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

HIRA AUTOMOBILES LIMITED

NA

NA

CONSERVATIONOFENERGY TECHNOLOGYABSORPTIONANDFOREIGNEXCHANGEOUTGO

(A) Conservationof energy

(B) Technologyabsorption

(C) ForeignexchangeearningsandOutgo

Steps taken impact on conservation of energy with special reference to the following(i) Steps taken by the company for utilizing alternate sources of energy including waste generated - NIL(ii) Capital investment on energy conservation equipment - NIL

1 Efforts in brief made towards technology absorption - NIL2 Benefits derived as a result of the above efforts eg product improvement cost reduction product

development import substitution etc - NIL3 In case of imported technology (imported during the last 3 years reckoned from the beginning of the

financial year) following information may be furnished(a) Details of technology imported - NIL(b) Year of import - NIL(c) Whether the technologybeen fully absorbed- NIL(d) If not fully absorbed areaswhere absorption hasnot taken place and the reasons therefore- NIL

4 Expenditure incurred on Research and Development

25

Earnings NIL

Outgo NIL

including the value if any

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the BoardG Amount paid as advances if any Nil

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

A Name(s) of the related party and nature of relationship Pacific Finlease Pvt LtdB Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not Specified

D Salient terms of the contracts or arrangements or transactions At bank rate of Interest

NA

HIRA AUTOMOBILES LIMITED

26

RATIOOF REMUNERATION

(i) the ratio of the remuneration of each director to the median remun--eration of the employees of the company for the financial year

4701

(ii) the percentage increase in remuneration of each director Chief FinancialOfficer Chief Executive Officer Company Secretary or Manager if anyin the financial year

Nil

(iii) the percentage increase in the median remuneration of employees inthe financial year

Nil

(iv) the number of permanent employees on the rolls of company 866(v) the explanation on the relationship between average increase inremuneration and company performance

NA

(vi) comparison of the remuneration of the Key Managerial Personnelagainst the performance of the company

As per individual performance

Nil

(viii) average percentile increase already made in the salaries of employeesother than the managerial personnel in the last financial year and itscomparison with the percentile increase in the managerial remunerationand justification thereof and point out if there are any exceptionalcircumstances for increase in the managerial remuneration

Nil

(ix) comparison of the each remuneration of the Key Managerial Personnelagainst the performance of the company

As per individual performance

(x) the key parameters for any variable component of remuneraavailed by the directors

tion Nil

(xi) the ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess ofthe highest paid director during the year

Nil

(xii) Affirmation that the remuneration is as per the remuneration policyof the company

Yes

Vii) Variations in the capitalisation of the company price earningsratio as at the closing date of the current financial year and previousfinancial year and percentage increase over in the marketquotations of the shares of the company in comparison to the rate atwhich the company came out with last public offer incase of listecompanies and in case of unlisted companies the variations in the networth of the company as at the close of the current financial year andprevious financial year

HIRA AUTOMOBILES LIMITED

27 HIRA AUTOMOBILES LIMITED

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee StockPurchase Scheme) Guidelines 1999

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)

Regulations 1993 regarding the Companies Act and dealing with client(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009 and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998

(vi) Factories Act 1948 The Punjab Shops and Commercial Establishments Act 1958 The Payment of WagesAct 1936 The Minimum Wages Act 1948 Employees State Insurance Act 1948 The EmployeesProvident Fund amp Miscellaneous Provisions Act 1952 Payment of Bonus Act 1965 The Payment ofGratuity Act 1972 The Industrial Employment (Standing Orders) Act 1946 The Employment Exchange(Compulsory Notification of Vacancies) Act 1956 The Environment (Protection) Act 1986 The HazardousWastes (Management Handling amp Trans boundary Movement) Rules 2008 The Water (Prevention ampControl of Pollution) Act 1974 The Air (Prevention amp Control of Pollution) Act 1981 and The Punjab LabourWelfare Fund Act 1965

I have also examined compliance with the applicable clauses of the following

(i) Secretarial Standards issued by The Institute of Company Secretaries of India(ii) The Listing Agreement entered into by the Companywith BSE Limited

During the period under review the Company has complied with the provisions of the Act RulesRegulations Guidelines Standards etc mentioned above except to the extent as mentioned below

1 That Company has not complied with Regulation 38 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 relating to maintaining of minimum publicshareholding by a listed Company

2 That Company Secretary of the Company has resigned and new Company Secretary is to be appointed asrequired under Section 203 of The Companies Act 2013

3 That Company has not deducted and deposited labour welfare fund as required under The Punjab LabourWelfare Fund Act 1965

4 That Statutory bonus as required under Payment of Bonus Act 1965 has not been paid by the Companyduring the year

5 That there are related party transactions which are not in ordinary course of business and which are not atarms length basis

6 That there is carry forward of loans given to parties which are covered under section 185 of the CompaniesAct 2013

7 That the Company has 14 locations and some locations need to get registration under The Punjab Shopsand Commercial Establishments Act 1958 and some locations require factory license under Factories Act1948 whereas some locations require consent authorization for operation of a facility under pollution lawsand The Hazardous Wastes (Management Handling amp Trans boundary Movement) Rules 2008

8 That the periodical returns required to be filed under The Employment Exchange (Compulsory Notificationof Vacancies) Act 1956 has not been filed and are pending

I further report thatThe Board of Directors of the Company is duly constituted with proper balance of Executive Directors NonExecutive Directors and Independent Directors The changes in the composition of the Board of Directors thattook place during the period under review were carried out in compliance with the provisions of the Act

-

28 HIRA AUTOMOBILES LIMITED

Adequate notice is given to all directors to schedule the Board Meetings agenda and detailed notes on agendawere sent at least seven days in advance and a system exists for seeking and obtaining further information andclarifications on the agenda items before the meeting and for meaningful participation at the meeting

Majority decision is carried through while the dissenting members views are captured and recorded as part ofthe minutes

I further report that there are adequate systems and processes in the company commensurate with the size andoperations of the company to monitor and ensure compliance with applicable laws rules regulations andguidelines

This report is to be read with our letter of even date which is annexed as and forms an integralpart of this report

29 HIRA AUTOMOBILES LIMITED

30 HIRA AUTOMOBILES LIMITED

HIRA AUTOMOBILES LIMITEDCODEOF CONDUCT

PERSONTOWHOMTHECODEISAPPLICABLE

( ) GENERALSTANDARDOFCONDUCT

( ) APPLICABLELAWS

( ) CONFLICTOFINTEREST

( ) PROTECTINGCONFIDENTIALINFORMATION

This code is applicable to the following persons (hereinafter referred to as Officers of the company)-All the Board Members-The entire Core group Members of the Companyand heads of the department

1 Officers are expected to exercise good judgment to ensure the safety and welfare of employees consumerscustomers suppliers shareholders lenders and other stakeholders and to maintain a co-operativeefficient positive harmonious and productive work environment practice integrity in inter-personalrelationships work on the principal of mutual trust transparencyand teamwork

2 Officers are expected to acquire and maintain professional competence3 Officers are expected to observe discipline and conduct themselves both on and off-duty in a manner to

uphold the high image of the company4 Officers are expected to assist the company in identifying controlling mitigating and managing business

risks within the companys risk management policy framework5 Officers are expected to assist the company in providing to its employees a work environment free of

harassment and free of discrimination based on race religion creed color physical or mental disability agesex etc

6 Officers should not engage in selling or distribution or be in possession of or use narcoticspsychotropicdrugs or be under influence of alcohol while on duty

7 As Officers represent the Company before the public and various authorities they are expected to dressneatly and appropriately in a manner consistent with the nature of their work and the image of the company

8 Officers should not claim from the company unauthorized personal expenses9 Customersupplierinvestor Relationships- Officers who need to deal with customers suppliers and investors

should understand that they are dealing and therefore should uphold the image and goodwill generated andbuilt-up by the Companyover the year

Officers must acquire adequate Knowledge of all the applicable laws rules regulations order and notificationsunder regulatory framework as applicable to their functions and duties and should follow and comply with thesame and avoid violation breach or infringement thereof

Officers of the Company will avoid conflict of interest Conflict of interest is said to exit when personal interest mayhave a potential conflict with the interest of the company at large Where any transaction involves conflict ofinterest prior approval of the Managing Directors Executive Director and in case of a Director of the Boardshould be obtained

The Companys confidential information is a vita and asset It may relate to product product formula processproduct plans and road maps cost and financial information information as to customers suppliers dealers andemployees business arrangements and agreements as well as to patents trademarks copyrights and tradesecrets For the purpose of this Code confidential information would also include the information obtained by theCompany from a third party under a Non Disclosure Agreement Such confidential information should beprotected and safeguarded against unauthorized personal use and should not be disclosed to any one expect (i)with prior authorization (ii) in the ordinary course of carrying on the business of the Company In the course ofconducting the Companys Business Officers may come in possession of confidential information about itsemployees customers suppliers etc Officers should handle the same with utmost responsibility and prevent itsmisuse

I

II

III

IV

31 HIRA AUTOMOBILES LIMITED

( ) PREVENTIONOFINSIDERTRADING

( ) COMPANYSASSETS

( ) NONCOMPLIANCE

( ) ANYAMENDMENTSORMODIFICATIONTOTHECODEOFCONDUCT

( )ACKNOWLEDGEMENTOFRECEIPTOFCODEOFCONDUCTANDETHICS

1 COMPANY PHILOSOPHY ONCODEOF GOVERNANCE

2 BOARDOF DIRECTORS

V

VI

VII

VIII

IX

Officers are privy to price sensitive inside information and should not use it to make personal gains TheCompany has framed Code of Conduct for prevention of insider trading in the Securities of the CompanyOfficers should follow the same in letter and spirit

Protecting and safeguarding the Companys assets and properties and preventing their unauthorized usepersonal use is one of the key and prime responsibility of Officers Officers are personally responsible of theCompanys funds under their control Officers should use electronic communication facilities like e-mail Internetetc in a legal ethical and appropriate manner and not expose the Company to liability resulting from the illegalunauthorized or unethical use thereof

In case of non-compliance of any of the provisions of this Code of conduct the same shall be reported to theChairman of the Board of Directors of the Company

This Code of Conduct is subject to modification The Board of Directors has the requisite power and the authorityto update and amend the Code of Conduct from time to time

I have received and read the Companys Code of Conduct and Ethics and have understood the standards andpolicies contained therein I agree to comply with the Companys Code of Conduct and Ethics I hereby affirm tothe Company compliance with the Code Conduct and Ethics on an annual basis and also undertake to renewsuch affirmation in the first weekof April every year

Pursuant to Regulation 34 read with Schedule V to the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 a Report on Corporate Governance is givenbelow

The report on Corporate Governance is requirement under Listing Agreement entered into with stockExchange and forms part of the report of the Board of Directors to the shareholders of the Company Thisreport gives an insight into the organizational structure of the Company The vision of the company is to be afinancially sound profitable growth oriented company committed to building and maximizing sustainablevalue for all the shareholders In its endeavor to attain the goal visualized the company is laying maximumemphasis on the effective system of Corporate Governance

(a) CompositionThe present strength of Board of Directors of the Company is five comprising of two Promoter Directors and threeIndependent Directors having diversified professional experience Out of total strength of five Directors two areexecutive and three are Non-Executive The composition of Board of Directors as on 31 March 2016 is asunder

REPORT OF THEBOARDOFDIRECTORS ONCORPORATEGOVERNANCE

st

32 HIRA AUTOMOBILES LIMITED

SN Name DIN Designation Nature of Directorship

1 Rahul Inder SinghSidhu

00447452Chairman and ManagingDirector

Promoter Executive

2 Neha Sidhu 00460875 Whole-time director Promoter Executive

3 Isher Singh 02990779 Director Independent Non Executive4 Rajbir Kaur 06397998 Director Independent Non Executive

5 Rupinder Kaur 06403845 Director Independent Non Executive

6 Ramesh Kumar 00126036 Director Independent Non Executive

Sh Ramesh Kumar has resigned on 31122015 from the office of Director(b) Attendance of each Director at the Board Meetings held during the year 2015-16 and last Annual General

Meeting and number of other Boards or Board Committees in which heshe is a member is as under-

The detail of number of shares and convertible instruments held by non ndash executive directors is given asbelow

Shri Rahulinder Singh Sidhu Managing Director of the Company and Smt Neha Sidhu Whole Time Director on theBoard of Directors are related to each other as husband and wife

(c) During the year fifteen meetings of the Board ofDirectors were held on the following dates-

The familiarization programme imparted to independent directors is disclosed on weblinkof the Company

wwwhiraautomobilescom

33

30042015 30052015 31052015 21072015 31072015 15092015

30092015 31102015 02112015 30112015 02012016 0202201615022016 22022016 10032016

SN Name of non ndash executive Director No of Equity Shares Held No of convertibleinstruments Held

1 Rajbir Kaur Nil NA

2 Rupinder Kaur Nil NA3 Isher Singh Nil NA

Total Nil NA

SN

Name of Director No of BoardMeeting attended

No of otherDirectorship

Membershipin other

Committees

Attendance atlast AGM

1 Rahulinder Singh Sidhu 15 4 - Yes

2 Neha Sidhu 12 4 - Yes

3 Isher Singh 12 - 3 -

4 Rajbir Kaur 6 - 3 -

5 Rupinder Kaur 6 - 3 -

6 Ramesh Kumar 1 4 - -

HIRA AUTOMOBILES LIMITED

34

3 AUDITCOMMITTEE

4NOMINATIONANDREMUNERATIONCOMMITTEE

Remunerationpolicy

The terms of reference of the audit committee include all the matters as provided under Section 177 (4) of TheCompanies Act 2013 and the rules made there under and SEBI (LODR) Regulations 2015

As on 31 March 2016 In compliance with the provisions of Section 177(2) of the Companies Act 2013 AuditCommittee comprises of three Non-Executive Independent Directors five meetings of Audit Committee wereheld during the year under consideration on following dates

The details of members of the audit committee and their attendance is as under-

The terms of reference of Nomination and Remuneration Committee covers all the matters provided under theCompanies Act 2013 and the rules made there under and SEBI (LODR) Regulations 2015

As on 31 March 2016 in compliance with the provisions of Section 178(1) of the Companies Act 2013Nomination and Remuneration Committee comprises of three Non-Executive Independent Directors Twomeetings of Nomination and Remuneration Committee were held during the year under consideration on 30May 2015 and 10 March 2016The details of members of the audit committee and their attendance is as under-

Remuneration policy ensures that the level and composition of remuneration is reasonable and sufficient toattract retain and motivate directors of the quality required to run the company successfully and that relationshipof remuneration to performance is clear and meets appropriate performance benchmarks and that remunerationto directors key managerial personnel and senior management involves a balance between fixed and incentivepay reflecting short and long-term performance objectives appropriate to the working of the company and itsgoals

CompositionandMeetings

CompositionandMeetings

st

st

th

th

30052015 31072015 31102015 15022016 28032016

Name of Directors Position held in theCommittee

Category MEETINGSHeld Attended

Isher Singh Chairman Independent NonExecutive

Five Five

Rupinder Kaur Member Independent NonExecutive

Three Three

Rajbir Kaur Member Independent NonExecutive

Three Three

Name of Directors Position held in theCommittee

Category MEETINGS

Held Attended

Isher Singh Chairman Independent NonExecutive

Two Two

Rupinder Kaur Member Independent Non

Executive

Two Two

Rajbir Kaur Member Independent NonExecutive

Two Two

HIRA AUTOMOBILES LIMITED

35

5 REMUNERATIONOFDIRECTORS

6 STAKEHOLDERS GRIEVANCECOMMITTEE

7 GENERALBODYMEETINGS

There is no pecuniary relationship or transaction of the company with its independent directors other thanpayment of sitting fee to them for attending Board and Committee meetings Following Executive Directors werepaid as per detail given below

and no commission on profits is paid to any of the Directors No stock option has been given to any of theDirectors including Executive Directors

As on 31 March 2016 in compliance with the requirement of Section 178(5) of The Companies Act 2013Stakeholder Relationship Committee comprises of three Non-Executive Independent Directors to consider andresolve the grievances of security holders of the companyper detail given below

Sh Rahul Inder Singh Sidhu Managing Director has been appointed as Compliance officer for the purpose ofcomplying with various provisions of the Guidelines Regulations issued by Securities and Exchange Board ofIndia Listing Agreement with Stock Exchanges

The Company has not received any complaint during the year from the shareholders and there is no pendingcomplaint with the Company

(i) Location and time where last three Annual General Meetings were held is given below-

(i) Compositionst

(ii) ComplianceOfficer

(iii) Complaints

SN

NAME OFDIRECTOR

DESIGNATION SALARY Rs BENEFITS BONUS STOCKOPTIONS

PENSION

1 RahulinderSingh Sidhu

ManagingDirector

960000- - - - -

2 Neha Sidhu Whole TimeDirector

840000- - - - -

Name Category Designation

Isher Singh Independent Non Executive Chairman

Rupinder Kaur Independent Non Executive Member

Rajbir Kaur Independent Non Executive Member

Financial Year Date Time Venue

2012-13 30092013 1100 A M 20 Sector 8A Chandigarh 1100022013-14 30092014 500 PM 20 Sector 8A Chandigarh 110002

2014-15 30092015 500 PM 20 Sector 8A Chandigarh 110002

HIRA AUTOMOBILES LIMITED

36

(ii) Following Special Resolutions were passed in the previous 3 Annual General Meeting

(iii) No special resolution has been passed last year through postal ballot and no special resolution isproposed to be conducted through postal ballot

Quarterly results are normally published in the newspapers and also sent to BSE Limited Physical copy ofannual report which inter alia includes the Directors Report Corporate governance report Audited AccountsCash Flow Statements etc was sent to shareholders by post and also to BSE Limited The quarterly results andannual report isalso available on companys website at under investors section

Date 30092016 Time 0500 PM Day Friday and Venue Registered Office of the Company at 0598 Sector18B Chandigarh 160018

The companys Financial Year starts from 1 April every year and conclude on 31 March next year

The Register of Members and the Share Transfer Books of the Company shall remain closed from 29 day ofSeptember 2016 to 30 day of September 2016 (both days inclusive)

No dividend has been recommended by the Board this year and therefore information under this sub clause is nil

The shares of the Company are listed at BSE Limited only as other regional stock exchanges viz Delhi StockExchange Association Limited Ludhiana Stock Exchange Association Limited and Ahmedabad StockExchange Limited had been de-recoganised in the process of de-recoganition by Securities and ExchangeBoard of India The Company haspaid listing fee to BSE Limited

The Stock Code of the Company on BSE Limited is 531743

There was no trading of shares of the Company and no market price data is available Further Securities of theCompany were not suspended from trading by BSE Limited during last year

The Company has appointed Ms Beetal Financial amp Computer Services Private Ltd New Delhi as CommonAgency (RTA) for Share Transfer work in both modes physical as well as electronically Detail of RTA is as underMs Beetal Financial amp Computer Services Private LimitedBeetal House 3 Floor99 Madangir Behind Local Shopping Center Near Data Harsukhdas MandirNewDelhi- 110062 Ph 011-2996128182 Fax 011-29961284

The companys shares in dematerialized form transferable through depository system and Shares in physicalform are processed by Ms Beetal Financial amp Computer Services Private Limited The Board has authorised ShRahulinder Singh Sidhu Managing Director of the company to approve share transfers and matter relatedtherewith

8 MEANSOFCOMMUNICATION

9 GENERALSHAREHOLDERINFORMATIONAnnual General Meeting

Financial Year

BookClosure

Dividend

Listing

StockCode

StockMarket Data

Registrar andShareTransfer Agents

ShareTransfer System

wwwhiraautomobilescom

st st

th

th

rd

30092013 Nil

30092014 1 Approval for Borrowing Money in excess of the aggregate of the paid up share capital andfree reserves of the Company 2 Amendments in Articles of Association

30092015 Nil

HIRA AUTOMOBILES LIMITED

37

ReconciliationofShareCapital Audit

Distribution of shareholding

Dematerializationof sharesandliquidity

GDRsADRs

Mr Ravinder Kumar Practising Company Secretary carries out the Reconciliation of Share Capital Audit asmandated by SEBI and reports on the reconciliation of total issued and listed Capital with that of total sharecapital admitted held in dematerialized form with NSDL and CDSL and those held in physical form This audit iscarried out on quarterly basis and the report thereof is submitted to the Stock Exchanges

Detail of distribution of share holding of equity share of the Company by size and ownership class as on31032016 is given as under

The Shares of the company have not been traded on stock exchange during the period under review TheCompany has not been allotted ISIN and number of shares held in dematerialized formis nil

The Company has not issued any GDRsADRsWarrants or any Convertible instruments

UP TO 5000 129 6293 38840 38840000 14106

5001 TO 10000 49 2390 44500 44500000 16162

10001 TO 20000 7 341 10000 10000000 0363220001 TO 30000 4 195 9000 9000000 03269

30001 TO 40000 2 098 6800 6800000 02470

40001 TO 50000 1 049 4400 4400000 01598

50001 TO 100000 1 049 5200 5200000 01889

100001 AND ABOVE 10 585 2634700 2634700000 956876

Indian Promoter-IndividualHUF 11 2635700 9572

Non Resident Individual 1 500 002

Bodies Corporate 1 500 002

Resident Individuals-HUF 190 116740 424

HIRA AUTOMOBILES LIMITED

38

Plant ShowroomLocationsShowroom Locations

Address for correspondence

Related Party Transactions

Compliance

Vigil Mechanism

WhistleBlower Policy

Mandatory Requirements

1 Hira Automobiles Limited Rajbaha Road Patiala Ph No 0175-22091002 Hira Automobiles Limited Malout Road Muktsar Ph No 01633-2620203 Hira Automobiles Limited Village Bhadak Rajpura Ph No 01762-2448814 Hira Automobiles Limited Radha Swami Satsang Road Nabha PhNo 01765-5059595 Hira Automobiles Limited Muktsar Road Malout Ph No01637-2637246 Hira Automobiles Limited Patiala Pehowa Road DevigarhPh No0175-26311527 Hira Automobiles Limited Bathinda Malout Road Gidderbaha8 Hira Automobiles Limited Nabha Road Bhadson9 Hira Automobiles Limited Cheeka road Samana

10 Hira Automobiles Limited Malout Road Killianwali

Following is the address for correspondenceRegistered Office ndash Hira Automobiles Limited 0598 Sector 18-B Chandigarh 160018

There are no materially significant related party transactions that may have potential conflict with the interests ofcompany at large There were transactions with related parties at market price at arms length basis which aredisclosed in Form AOC ndash 2 attached herewith The policy on dealing with related party transactions is availableon web link of the Company

The Company has complied with all the provisions of listing agreement and that no penalties and or strictureshas been imposed on the company by Stock Exchange or SEBI or any statutory authority on any matter relatedto capital markets during the last three years

Detail of Vigil Mechanismis provided in the same heading in Directors Report

Company has formulated the Whistle Blower Policy to safeguard the interest of its stakeholders Directors andemployees to freely communicate and address to the Company their genuine concerns in relation to any illegalor unethical practice being carried out in the Company and that no personnel has been denied access to the auditcommittee

The Company has complied with all the mandatory requirements as stipulated in SEBI (Listing and DisclosureRequirements) Regulations 2015

10 OTHERDISCLOSURES

wwwhiraautomobilescom

HIRA AUTOMOBILES LIMITED

39

MANAGEMENTDISCUSSIONANDANALYSIS REPORT

1 Industrystructureanddevelopment

2 Opportunitiesandthreats

3 Segmentwiseor product wiseperformance

4 Outlook

5 Risksandconcern

6 Internal control systemsandtheir adequacy

HIRA AUTOMOBILES LIMITED

40

7 Discussiononfinancial performancewithrespect tooperational performanceDue to overall recessionary economy and internal competition with the new dealer there has been minoradverse impact on the financial stability of the company with respect to operational performance as the workingcapital limits of the company has increased substantially where as there is no growth in sales In comparison tominor growth in operational performance Profitability of the company has been decreasing during the yearinspite of higher burden of interest expenditure salary and wages and other admistrative expenses

8 HumanRecourses

9 Management of theCompany

Human Resource is considered to be the most prized assetof the company by the management Hence the work-forceis being looked after well and ensured that they remain motivated The 360 degree appraisal system ensures theirsatisfaction and brings out their concerns and bikerings which are addressed by the management immediately Thisimproves the employee-management relationship and makes themwork for the better future of the company

As Company has a large network of branches spread over 14 locations in two district of Patiala and Muktsar eachlocation is being managed by a rich experienced deemed CEO who is also known deemed key managerial personnelAll the branches key Managerial Personnel are reporting directly to CMD sitting at Patiala corporate office of thecompany

HIRA AUTOMOBILES LIMITED

41

COMPLIANCECERTIFICATEBYCHIEFEXECUTIVEOFFICERANDCHIEFFINANCIALOFFICER

We Rahulinder Singh Sidhu Managing Director and Sandeep Rana Chief Financial Officer of the Companyhereby certify thatA We have reviewed financial statements and the cash flow for the year ended 31 March 2016 and that to thebest of our knowledge and belief(1) These statements do not contain any materially untrue statement or omit any material fact or containstatements that might be misleading(2) These statements together present a true and fair view of the company affairs and are in compliance withexisting accounting standards applicable laws and regulationsB There are to the best of our knowledge and belief no transactions entered into by the Company during theyear that are fraudulent illegal or volatile to the companyscode of conductC We accept responsibility for establishing and maintaining internal controls for financial Reporting and that wehave evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting andwe have disclosed to the auditors and the audit committee deficiencies in the design or operation of such internalcontrols if any of which they are aware and the steps they have taken or propose to take to rectify thesedeficienciesD We have indicated to the auditorsand the Audit committee(1) Significant changes in internal control over financial reporting during the year(2) Significant changes in accounting policies during the year and that the same have been disclosed in thenotes to the financial statements and(3) There were no instances of fraud of which they have become aware and the involvement therein of themanagement or an employee having a significant role in the companys internal control system over financialreporting

I Rahulinder Singh Sidhu Managing Director of the Company hereby declare that all Board Members andSenior Management Personnel have affirmed compliance with the code of conduct for the Directors and SeniorManagement Personnel as approved by the Board for the Financial Year ended 31 March 2016

For

st

st

HIRA AUTOMOBILES LIMITED

42

AUDITORS CERTIFICATEONCORPORATEGOVERNANCE

The Board of DirectorsHira Automobiles LimitedChandigarh

We have examined the compliance of conditions of Corporate Governance by Hira Automobiles Limited for thefinancial year ended March 31 2016 as stipulated in the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015

The compliance of conditions of Corporate Governance is the responsibility of the management Ourexamination was limited to procedures and implementation thereof adopted by the company for ensuring thecompliance of the conditions of the Corporate Governance It is neither an audit nor an expression of opinion onthe financial statements of the company

In our opinion and to the best of our information and according to the explanations given to us we certify that thecompany has complied with the conditions of Corporate Governance as stipulated in the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015

We further state that such compliance is neither an assurance as to the future viability of the company nor theefficiency of effectiveness with which the management has conducted the affairs of the company

HIRA AUTOMOBILES LIMITED

43 HIRA AUTOMOBILES LIMITED

4

5

OPINION

REPORTONOTHERLEGALANDREGULATORYREQUIREMENTS

44 HIRA AUTOMOBILES LIMITED

Annexureldquo Ardquoto the Independent Auditors Report on the Standalone Financial Statements of Hira Automobiles Limited(Referred to in paragraph 1 (f) under Report on Other Legal and Regulatory Requirements of our report of evendate)

REPORT ON THE INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING UNDER CLAUSE (i)OF SUBSECTION3 OF SECTION 143 OF THE COMPANIES ACT 2013 (ldquoTHE ACTrdquo)

We have audited the internal financial controls over financial reporting of hira automobiles LIMITED (ldquotheCompanyrdquo) as of March 31 2016 in conjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

The Companys management is responsible for establishing and maintaining internal financial controlsbased onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the ldquoGuidance Noterdquo) issued by the Institute of Chartered Accountants of India These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherence to Companyspolicies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financial information as requiredunder the Companies Act 2013

Our responsibility is to express an opinion on the Companys internal financial controls over financial reportingbased on our audit We conducted our audit in accordance with the Guidance Note and the Standards onAuditing prescribed under Section 143(10) of the Companies Act 2013 to the extent applicable to an audit ofinternal financial controls Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if such controls operatedeffectively in all material respects Our audit involves performing procedures to obtain audit evidence about theadequacy of the internal financial controls system over financial reporting and their operating effectiveness Ouraudit of internal financial controls over financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditors judgement including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internalfinancial controlssystem over financial reporting

MANAGEMENTSRESPONSIBILITYFORINTERNALFINANCIALCONTROLS

AUDITORS RESPONSIBILITY

45 HIRA AUTOMOBILES LIMITED

MEANINGOFINTERNALFINANCIALCONTROLSOVERFINANCIALREPORTING

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVERFINANCIAL REPORTING

OPINION

A companys internal financial control over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles A companys internal financial controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of thecompany (2) provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and that receipts andpayments of the company are being made only in accordance with authorisation of management and directors ofthe company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the companys assets that could have a material effect on the financialstatements

Because of the inherent limitations of internal financial controls over financial reporting including thepossibility of collusion or improper management override of controls material misstatements due to error orfraud may occur and not be detected Also projections of any evaluation of the internal financial controlsover financial reporting to future periods are subject to the risk that the internal financial control over financialreporting may become inadequate because of changes in conditions or that the degree of compliance withthe policies or procedures may deteriorate

in our opinion to the best of our information and according to the explanations given to us the Companyhas in all material respects an adequate internal financial controls system over financial reporting and suchinternal financial controls over financial reporting were operating effectively as at March 31 2016 based onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note

46 HIRA AUTOMOBILES LIMITED

Annexure B To Auditors ReportAnnexure referred to in paragraph 3 of our report of even date

1 (a) The Company has maintained proper records showing full particulars including quantitativedetailsand situation of fixed assets at Corporate Office and in the process of maintaining at outlets

(b) We have been informed that the fixed assets of the company have been physically verified by themanagement at reasonable intervals and no material discrepancies were noticed on such verification

2 (a) As informed to us physical verification of inventory of the company has been conducted by themanagement at reasonable intervals (b) In our opinion and according to the explanations givento us the procedures of Physical verification of inventory followed by the management arereasonable and adequate in relation to the size of the company and the nature of its business

(c) In our opinion and according to the explanations given to us the Company is maintainingproper records of inventory We have been informed that no material discrepancies have been noticedon physical verification as compared to records

3 (a) According to the information and explanation given to us the Company has advanced inter corporatedeposits to three companies covered in the register maintained under section 189 of the CompaniesAct2013 and there is no stipulation as to the time period for recovery of principal and interest amount ofunsecured loan given

(b) Further as there is no stipulation as to the time period for recovery of principal amount ofunsecured loan given we are unable to comment on the overdue amount in respect of thesaid loan

4 In our opinion and according to the information and explanations given to us the Company has compliedwith the provisions of Sections 185 and 186 of the CompaniesAct 2013 in respect of grant of loans makinginvestments and providing guarantees and securities

5 According to the information and explanation given to us the Company has not accepted deposits frompublic Advances from customers for sale of vehicles and against sale promotion schemes run by theCompany to promote its sale are received and paid in the ordinary course of business

6 The maintenance of cost records under section 148(1) of the CompaniesAct 2013 has not been prescribedby the Central government for the Companysince it is not manufacturing Company

7 (a) According to the information and explanations given to us the company is generally regular indepositing all statutory dues including provident fund investor education and protection fundemployees state insurance income tax sales tax wealth tax custom duty excise duty cess and anyother statutory due with appropriate authority during the year

(b) According to the information and explanations given to us there are no disputed amount payables inrespect of provident fund investor education and protection fund employees state insurance incometax sales tax wealth tax customduty excise duty cess by the Company

(c ) No amount was lying with the company which was required to be transferred to investor education andprotection fund in accordance with the relevant provisions of the CompaniesAct 1956 (1 of 1956) andrulesmade there under

8 As informed to us the companyhas not defaulted in repayment of dues to financial institutions or banks

9 As informed to us the company has not given any guarantee for loans taken by others from bank orfinancial institutions

47 HIRA AUTOMOBILES LIMITED

10 As informed to us the proceeds of the term loans taken by the company are applied for the purpose forwhich the loans were obtained

11 Based on the audit procedures performed for the purpose of reporting the true and fair view of the financialstatements and as per the information and explanation given by the management we report that no fraudby the company has been noticed or reported during the course of our audit

48 HIRA AUTOMOBILES LIMITED

49

Particulars Note No As at As atMarch 312016 March 312015

I EQUITY AND LIABILITIES(1) Shareholders funds

(a) Share capital 2 2753440000 2753440000(b) Reserves and Surplus 3 6240053700 5676970200

(2) Non-current liabilities(a) Long term borrowings 4 10202167800 9006585600(b) Deferred tax liabilities (net) 5 1662638300 1542080600(c) Other long-term liabilities 6 5734992800 5067035200

(d) Long-term provisions 7 1339912400 1244415300(3) Current liabilities

(a) Short term Borrowings 8 49363423500 59501393100(b) Trade payables 9 1502741100 6123301200(c) Other current liabilities 10 3671194600 4679162300(d) Short term provisions 11 823155600 789863800

Total 83293719800 96384247300ASSETS

(1) Non-Current assets(a) Fixed assets

(i) Tangible assts 12 16817879700 16711642800(ii) Intangible assets 13 - -

(b) Non-current investments 14 1120000 1120000(d) Long-term loans and advances 15 2618538200 2251312400

(2) Current assets(a) Inventories 16 41208502100 40489156300(b) Trade Receivables 17 14372057700 13922503000(d) Cash and Cash equivalents 18 3697504100 11556587000(e) Short-term Loans and Advances 19 4497240800 11399114400(f) Other Current assets 20 80877200 52811400

Total 83293719800 96384247300

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

(IN RUPEES)

Chairman and Managing Director

Balance Sheet

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies 1

50

Particulars Note No Year Ended Year EndedMarch 312016 March 312015

I Revenue from operations 21 310372896800 323733670200II Other income 22 136994600 525412000III Total Revenue(I+II) 310509891400 324259082200IV Expenses

a Cost of Material Consumed 23 1357073500 1293751900b Purchase of Stock-in-Trade 24 281848216100 294479334400c Changes in Inventories of Finished Goods 25 (719345800) (186205700)d Employee Benefits Expenses 26 12664754100 12944732800e Finance Costs 27 5604834800 4157234900f Depreciation and Amortization expense 12 1358225700 1559476600g Other Expenses 28 7395406500 8383136200

Total Expenses 309509164900 322631461100V Profit before tax (III-IV) 1000726500 1627621100

VI Tax expense(a)Current tax 275985000 473844400(b)Deferred tax 120557700 -

VII Profit for the Year(V-VI) 604183800 1153776700VIII Prior period tax expenses 41100300 75346500IX Earnings per Equity Share(in Rupees) 563083500 1078430200

Basic 219 392Diluted 219 392

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

Profit amp Loss Account

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies

51

Particulars As at March 312016 As at March 312015A Cash Flow from Operating Activities

Net Profit before Tax 1627621100Adjustment forDepreciation 1559476600Interest expenses 4157234900Loss Profit on Sale of Fixed Assets -

Operating ProfitLoss before Working Capital Changes 7344332600Adjustment for(Increase)Decrease in Trade amp Other receivables 940107800(Increase)Decrease in Inventory (186205700)Increase(Decrease) in Trade Payables amp other provisions (4054306400)(Increase)Decrease in Other Loans amp Advances (4635970800)Cash generated from operations (592042500)Taxes Paid (549190900)Previous Year Taxes (Net) -Net Cash from Operating Activities (A) (1141233400)

B Cash Flow from Investing Activities(Purchase) of FixedCapital Expenditure (2227931100)Sale of Fixed Assets 883140700Sale(Purchase) of Investment (315826300)

Net Cash used in Investing Activities (B) (1660616700)C Cash Flow from Finance Activities

Proceeds from Long Term Borrowing (Net) (4869873700)Secured Loan 18024550800Unsecured Loan - 991878400Interest paid (4157234900)Net Cash from Financing Activities (C ) 9989320600

Net increase in Cash and Equivalents (A+B+C) 7187470500Opening Balance of Cash and Cash Equivalents 4369116500

Closing Balance of Cash and Cash Equivalents

1000726500

13582257005604834800

69725800

8033512800

(449554700)(719345800)

(5595236000)68738078008143184100(275985000)

(41100300)7826098800

(1622365700)88177300

(367225800)

(1901414200)

1959036900(10137969600)

(5604834800)(13783767500)

(7859082900)11556587000

3697504100 11556587000

Notes1 Figures in brackets indicate cash outflow2 The above Cash Flow Statement has been prepared under the indirect method set out in AS 3-Cash

Flow Statement as prescribed by Companies (Accouning Stanadards)Rules2006

This is the Cash Flow Statement referred to our report of even date

Cash Flow Statement

HIRA AUTOMOBILES LIMITED

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

For the Year Ended 31 March 2016st

52

Notes to Accounts2 SHARE CAPITAL

As at March 31 2016 As at March 312015(1)AUTHORISED6000000 Equity shares of Rs10-each 6000000000 6000000000

FULLY PAID UP

ISSUEDSUBSCRIBED -2753440 Equity shares of Rs10 each

6000000000 6000000000

2753440000 2753440000

2753440000 2753440000

Shares at the beginning of the accounting Period2753440 Equity shares of Rs10- each 2753440000 2753440000Additions during the year - -Shares outstanding at the end of year 2753440000 2753440000Total 2753440000 2753440000

(a) Rights Preferences and Restrictions Attached to sharesEquity Shares The Company has only one class of equity shares having a par value of Rs 10 per shareEach Shareholder is entitled to one vote per share In the event of liquidation of the company the holder ofequity shares will be entitled to receive any of the remaining of the Company after distribution of allpreferential amounts However no such preferential amount exist currently The distribution will be inproportion to the number of equity shares held by the equity shareholders(b) Detail of Shares held by Shareholders holding more than 5 of the Aggregate Shares in theCompany

Name of Shareholders No of Shares Shareholding as at March31 2016

Rajinder Kaur Bhattal 826000 3000Kuldeep Singh Bhattal 272100 988Rahul Sidhu 270000 981Simran Bajwa 265000 962Manjeet Kaur Sangha 862900 3134

3 RESERVES AND SURPLUSAs at March 312016 As at March 312015

General reserveAt the beginning of the accounting period 723675000

-

-

-

-

723675000Additions during the yearAt the end of the accounting period 723675000 723675000Surplus in Statement of Profit and LossAt the beginning of the accounting period 4953295200 3874865000Additions during the year 563083500 1078430200(balance in statement of profit amp loss ac)prior period expenses written offtransfer tofrom reservesAt the end of the accounting period 5516378700 4953295200

Total 6240053700 56769702004 LONG TERM BORROWINGS

As at March 312016 As at March 312015SECUREDTerm loan(Secured against hypof car and guaranteed bythe directors of the co)

(Secured against Focal Point Properties andguaranteed by directors)

-

5018479300

142138000

5774447600

UNSECUREDLoans from directors 5183688500 3090000000Loans from shareholders and public - -Total 10202167800 9006585600

Term loan

HIRA AUTOMOBILES LIMITED

53

5 DEFERRED TAX LIABILITIES (NET)As at March 312016 As at March 312015

Deferred tax liabilities 1662638300 1542080600Total 1662638300 1542080600

6 OTHER LONG TERM LIABILITIESAs at March 312016 As at March 312015

Sales promotion scheme- Customeradvances

5046479000 4415090000

Security from Employees 688513800 651945200Total 5734992800 5067035200

7 LONG TERM PROVISIONSAs at March 312016 As at March 312015

Gratuity provision 1339912400 1244415300Total 1339912400 1244415300

10 OTHER CURRENT LIABILITIESAs at March 312015

Current maturities of long term debts 880473400 1674618400Interest accrued and due on borrowings - -Value added tax and CST 2185026500 2517359600TDS payable 111535600 157798400Current year taxes payable(net of advance tax) - -

Other payables 494159100 329385900Total 3671194600 4679162300

11 SHORT TERM PROVISIONS

(a) Provisions for employee benefits 823155600 789863800

8 SHORT TERM BORROWINGSAs at March 312016 As at March 312015

Secured loans from banksPunjab National Bank -(secured against hypothecation of stockand book-debts)Gur Mandi Patiala 30680878500 29077205300Gagan Chowk Rajpura 1863121400 1705992300New Grain Market Muktsar and Malout 842363700 757042200Inventory funding 15977059900 27961153300(secured against hypothecation of stockand book-debts)Total 49363423500 59501393100

9 TRADE PAYABLESAs at March 312016 As at March 312015

Sundry Creditors 357269200 2822407500Advance from Parties-Interest free 1145471900 3300893700Total 1502741100 6123301200

HIRA AUTOMOBILES LIMITED

As at March 312016 As at March 312015

Total 823155600 789863800

As at March 312016

54 HIRA AUTOMOBILES LIMITED

14 NON CURRENT INVESTMENTAs at March 312016 As at March 312015

Investment in Shares 1120000 1120000Investment in Mutual Funds - -

Total 1120000 1120000

15 LONG TERM LOANS AND ADVANCESAs at March 312016 As at March 312015

Security Deposits 366283000 337485500(Unsecured considered good unlessOtherwise Stated)Intercorporate Deposits 2252255200 1913826900Total 2618538200 2251312400

16 INVENTORIESAs at March 312016 As at March 312015

(As taken valued amp certified by the management)

Stock in Trade (in respect of goodsacquired for trading )

38093012700 37213584000

Stores Spares amp Loose tools 3115489400 3275572300

Total 41208502100 40489156300

17 TRADE RECEIVABLESAs at March 312016 As at March 312015

(unsecured considered good unlessotherwise stated)(1)Debts outstanding for a period exceeding

six months from the date they are due 513584600 623548900(2)Other debts 13858473100 13298954100Total 14372057700 13922503000

55

18 CASH amp CASH EQUIVALENTS As at March 312016 As at March 312015

(a) Balance with BanksFixed deposits 1260950600 812770600(Earmarked balances with banksheld as margin moneyagainst borrowingsand other commitments)Current accounts 1243916600 6403274200Gold Coins 29547200 29547200(b) Cheques Draft on HandCheques in HandCash in hand

202088500961001200

30714258001239569200

Total 3697504100 11556587000

19 SHORT TERM LOANS amp ADVANCESAs at March 312016 As at March 312015

(Unsecured considered good unlessotherwise stated)advances recoverable in cash orin kind for the value to be received(1)Advance to parties 2541662700 9294257800(2) Receivable from revenue authorities 551783000 569108700(3)Current years taxes recoverable(net ofliability)

332615600 380504500

(4) Other advances 1071179500 1155243400Total 4497240800 11399114400

HIRA AUTOMOBILES LIMITED

56

20 OTHER CURRENT ASSETSAs at March 312016 As at March 312015

Prepaid Expenses 80877200 52811400

Total 52811400

21 REVENUE FROM OPERATIONSAs at March 312016 As at March 312015

Sale of products 290733945600 301324413800Sale of services 9681919400 10435033800

Other operating revenues 9957031800 11974222600310372896800 323733670200

Less Excise duty - -Total 310372896800 323733670200

22 OTHER INCOMEAs at March 312016 As at March 312015

Interest income 87335400 279807100Other Non-operating income 49659200 245604900Total 136994600 525412000

23 COST OF MATERIAL CONSUMEDAs at March 312016 As at March 312015

Purchases Raw-Materials and PackingMaterials

1357073500 1293751900

Add Opening balance of stock - -1357073500 1293751900

Less Closing balance of stock - -Total 1357073500 1293751900

80877200

24 PURCHASE OF STOCK IN TRADEAs at March 312016 As at March 312015

Purchases of Traded goods 281848216100 294479334400

Total 281848216100 294479334400

25 CHANGES IN INVENTORIESAs at March 312016 As at March 312015

Finished Goodsat the beginning of the accounting period - -at the end of the accounting period - -Stock-in-Tradeat the beginning of the accounting period 40489156300 40302950600at the end of the accounting period 41208502100 40489156300Total (719345800) (186205700)

26 EMPLOYEE BENEFIT EXPENSESAs at March 312016 As at March 312015

Salary and Wages 8156996000 9654096800HRA Expenses and other allowance 2733336200 1148756100Contribution to Provident fund 587123100 490338400Contribution to Employees state Insurance fund 157923000 161030000Workers and Staff Welfare 299823200 269213600Gratuity Expenses 95497100 64570600Bonus 420931500 903597900Employees Training and Uniform expenses 213124000 253129400Total 12664754100 12944732800

HIRA AUTOMOBILES LIMITED

57

27 FINANCE COSTSAs at March 312016 As at March 312015

Interest ExpenseInterest to Banks 4309580000 3483884100Interest on Unsecured loans 1196279800 577607600Interest to Customers (36290200) (95330900)Interest to MSIL (121679800) (50429300)Interest to Bank on Vehicle loan 29667800 43272600Bank Charges 227277200 198230800

Total 5604834800 4157234900

28 OTHER EXPENSESAs at March 312016 As at March 312015

Accessories Expenses 9551600 18313400Festival Expenses 30357200 8141000Donation 13123500 9144500Freight Inward 23896900 26399000Power amp Fuel 913761800 911434100Software Usage Charges 91413600 86473500Entertainment Exp 19129900 29106000Rent Rates amp Taxes 701191800 671145200General Expenses 162725500 138611000Godown Rent 57600000 48125000Insurance 161551400 173705300Legal expenses 43474400 60436900Misc Expenses 7073900 3598300News Paper amp Periodicals 9374100 7947200Outside Labour Expenses 284322400 102072700Payment to the Auditors 48313400 15000000Postage amp Courier Expenses 10683600 13298800Professional Charges 147965200 1006744000Printing amp Stationery 165125400 223093400Repair to Buildings and fixed assets 309177500 427256800MDS Expenses 21264900 35806500Telephone Expenses 326712100 525640000Workshop Expenses 325704400 579373600Vehicle Running Expenses 182200200 225090800Other expenses 18263600 405070100Advertisement ExpensesDiscounts

99310800745200400

118382500821623000

Customer welfare 146224200 161357500Demo Expenses amp PDI Expenses 372510300 437441500Sales Promotion 696744200 773152400Sale Commission amp Incentives 160190000 35180000Pool Cancellation and lifting charges 202092600 166694500Marketing Staff Tour expensesTrue Value Expenses

531070200358105500

581622300442725000

Total 7395406500 8383136200

HIRA AUTOMOBILES LIMITED

58 HIRA AUTOMOBILES LIMITED

Post-Employment BenefitsDefined Contribution PlansA defined contribution plan is a post-employment benefit plan under which the Company pays specifiedContributions to a separate entity The Company makes specified monthly contributions towards ProvidentFund Superannuation Fund and Pension Scheme The Companys contribution is recognized as an expense inthe Profit and Loss Statement during the period in which the employee renders the related service

The Company does not deal with Foreign Currency hence AS-11 ldquoEffect of changes in Foreign Exchangesissued bythe Institute of Chartered Accountantsof India isnot applicable

Cash Flow Statements has been prepared following the indirect method set out in the Accounting Standard-3 on ldquoCash Statements ldquoissued by the Institute of Chartered Accountants of India

(i) Income tax expenses for the period comprise of Current Tax amp Deffered Tax(ii) Current tax is measured at the amount expected to be paid to the tax authorities using the applicable tax

Rates of the Income TaxAct 1961(iii) Deferred Tax is calculated on the timing differences being the difference between accounting income and

taxable income which originates in one period and are capable of reversal in one or more subsequentaccounting periods in accordance with the provisions of Accounting Standard -22 on ldquoAccounting forTaxeson Incomerdquo issued by the Institute of Chartered Accountants of IndiaDeferred tax assets are recognized only to the extent that there is a reasonable certainty that sufficientfuture income will be available except that deferred tax assets in case there are unabsorbed depreciationor losses are recognized if there is virtual certainty that sufficient future taxable income will be available torealize the same

Depreciation on Fixed Assets is provided on the basis of Straight Line Method (SLM) Depreciation isprovided based on useful life of the assets as prescribed in Schedule II to the Companies Act 2013

Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and itis probable that an outflow of resources will be required to settle the obligation and a reliable estimate canbe made Provisions are not discounted to their present value and are determined based on the bestestimate required to settle the obligation at the reporting date These estimates are reviewed at eachreporting date and adjusted to reflect the current best estimatesContingent liabilities are disclosed unless the possibility of outflow of resources is remoteContingent assets are neither recognized nor disclosed in the financial statements

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value Animpairment loss is charged to the Profit and Loss Statement in the year in which an asset is identified asimpaired The impairment loss recognized in prior accounting period is reversed if there has been a changein the estimate of recoverable amount

G) ForeignCurrencyTransaction

H) CashFlowStatements

J) Depreciation

K) ProvisionsandContingent liabilities

L) Impairment ofAssets

I) TaxesonIncome

59 HIRA AUTOMOBILES LIMITED

M) EarningsPer Share

N) Segment Reporting

has been made in accordance with the requirement of Accounting Standard (AS) -20 on Earnings PerShare issued by the Institute of Chartered Accountants of India Diluted Earning per share is the same asBasic Earning per share because there is no potential equity shares which would have dilutive effect onearning per shares to equity shareholders

The Company is Authorized Dealer of Maruti Suzuki India Limited (MSIL) and hence is engaged in thebusiness of sale amp service of MSIL vehicles As the basic nature of sale of variants of vehicles is governedby the same set of risk amp returns these have been grouped as single segment as per AccountingStandard(AS-17) on segment reporting issued by the Institute of Chartered Accountants of India

2 Detail in respect of Opening Stock Sales and Closing Stock as follows

3 (a) During the year the company has recognized the following amounts as Defined Contribution Pan in theProfit and Loss Account

i) Employers Contribution to Provident Fund - Rs 5871 Lacsii) Employers Contribution to Employee State Insurance - Rs 1579 Lacs

The calculation of Earnings Per Share (EPS) as disclosed in the Balance Sheet Abstract

(b) During the year the Company has made provision for Gratuity in books asdesigned benefit plan

4 Subsequent to Accounting Standards -22 Accounting for Taxes on Income Issued by the Institute ofCharteredAccountants of India Deferred Tax Expenses of Rs 120557700 for the periods is recognized inthe profit and LossAmount

Calculation of Deferred TaxLiability is as followsWritten down value of Fixed Assets as on 31032016 (As per Company Act) 168178793Written down value of Fixed Assets as on 31032016 (As per Income Tax Act) 114371729bull Timing Difference 53807064bull Tax 3090 16626383bull Deferred Tax Liability as on 31032016 16626383bull Deferred Tax Liability as on 31042015 15420806bull Deferred Tax Liability to be provided for 1205577

5 Legal amp Professional Fees includes Payments to Auditors comprising as follows-i) Statutory Audit fee Rs 10000000ii) Tax audit and Vat audit Fee Rs 5000000

6 Related Party Disclosure in accordance with Accounting Standard-18

Pacific Finlease Pvt LtdRahul Sidhu Enterprises Pvt LtdRSG Studios Pvt Ltd

(a) Enterprises owned or Significantly Influenced by Directors and their Relatives

60 HIRA AUTOMOBILES LIMITED

Particulars Opening Stock Sales Closing StockQty

825VehiclesSpares ampAccessory

Amount(Rs In Lacs)

37213632756

Qty

5627

Amount(Rs In Lacs)2647068260272

Qty

1131

Amount(Rs In Lacs)

38093031155

b)

Pacific Finlease Pvt Ltd

Rahul Sidhu Enterprises Pvt Ltd

RSGStudios Pvt Ltd

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 1915Interest Recovered during the financial year 207

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 14379Interest Recovered during the financial year 035

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 6229Interest Recovered during the financial year 618

7 Calculation of Earning Per Share is as follows Profit after Tax as per Profit amp Loss Account as on 3132016 5630835

For Basic Earning Per share 2753440For Diluted Earning Per Share 2753440

Basic 219Diluted 219

8 Balance confirmation letters have been obtained from some of the parties on test check basis9 Figures of Previous year have been re-grouped and re classified wherever necessary in order to

conform to the current years presentation

As per our report of even date

No of Equity Share (Face value Rs 10- each)

Detail of transaction for the financial year 2015-16

Earning Per Share

61 HIRA AUTOMOBILES LIMITED

Page 23: HIRAAUTOMOBILESLIMITED - bseindia.com · S. Isher Singh Director Mrs. Neha Sidhu Whole time Director Mrs ... Name Rahulinder Singh Sidhu Age 34 Brief Resume Working as Director in

24

Parti culars Details

A Name(s) of the related party and nature of relationship Rahul Sidhu Enterprises Pvt Ltd

B Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not SpecifiedD Salient terms of the contracts or arrangements or transactions

including the value if anyAt bank rate of Interest

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the Board 30042015G Amount paid as advances if any 226620-

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

2 Details of contracts or arrangements or transactions not at arms length basis

Par t i cul ars Details

A Name(s) of the related party and nature of relationship RSG Studios Pvt Ltd

B Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not Specified

D Salient terms of the contracts or arrangements or transactionsincluding the value if any

At bank rate of Interest

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the Board 30042015

G Amount paid as advances if any 971927-

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

HIRA AUTOMOBILES LIMITED

NA

NA

CONSERVATIONOFENERGY TECHNOLOGYABSORPTIONANDFOREIGNEXCHANGEOUTGO

(A) Conservationof energy

(B) Technologyabsorption

(C) ForeignexchangeearningsandOutgo

Steps taken impact on conservation of energy with special reference to the following(i) Steps taken by the company for utilizing alternate sources of energy including waste generated - NIL(ii) Capital investment on energy conservation equipment - NIL

1 Efforts in brief made towards technology absorption - NIL2 Benefits derived as a result of the above efforts eg product improvement cost reduction product

development import substitution etc - NIL3 In case of imported technology (imported during the last 3 years reckoned from the beginning of the

financial year) following information may be furnished(a) Details of technology imported - NIL(b) Year of import - NIL(c) Whether the technologybeen fully absorbed- NIL(d) If not fully absorbed areaswhere absorption hasnot taken place and the reasons therefore- NIL

4 Expenditure incurred on Research and Development

25

Earnings NIL

Outgo NIL

including the value if any

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the BoardG Amount paid as advances if any Nil

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

A Name(s) of the related party and nature of relationship Pacific Finlease Pvt LtdB Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not Specified

D Salient terms of the contracts or arrangements or transactions At bank rate of Interest

NA

HIRA AUTOMOBILES LIMITED

26

RATIOOF REMUNERATION

(i) the ratio of the remuneration of each director to the median remun--eration of the employees of the company for the financial year

4701

(ii) the percentage increase in remuneration of each director Chief FinancialOfficer Chief Executive Officer Company Secretary or Manager if anyin the financial year

Nil

(iii) the percentage increase in the median remuneration of employees inthe financial year

Nil

(iv) the number of permanent employees on the rolls of company 866(v) the explanation on the relationship between average increase inremuneration and company performance

NA

(vi) comparison of the remuneration of the Key Managerial Personnelagainst the performance of the company

As per individual performance

Nil

(viii) average percentile increase already made in the salaries of employeesother than the managerial personnel in the last financial year and itscomparison with the percentile increase in the managerial remunerationand justification thereof and point out if there are any exceptionalcircumstances for increase in the managerial remuneration

Nil

(ix) comparison of the each remuneration of the Key Managerial Personnelagainst the performance of the company

As per individual performance

(x) the key parameters for any variable component of remuneraavailed by the directors

tion Nil

(xi) the ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess ofthe highest paid director during the year

Nil

(xii) Affirmation that the remuneration is as per the remuneration policyof the company

Yes

Vii) Variations in the capitalisation of the company price earningsratio as at the closing date of the current financial year and previousfinancial year and percentage increase over in the marketquotations of the shares of the company in comparison to the rate atwhich the company came out with last public offer incase of listecompanies and in case of unlisted companies the variations in the networth of the company as at the close of the current financial year andprevious financial year

HIRA AUTOMOBILES LIMITED

27 HIRA AUTOMOBILES LIMITED

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee StockPurchase Scheme) Guidelines 1999

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)

Regulations 1993 regarding the Companies Act and dealing with client(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009 and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998

(vi) Factories Act 1948 The Punjab Shops and Commercial Establishments Act 1958 The Payment of WagesAct 1936 The Minimum Wages Act 1948 Employees State Insurance Act 1948 The EmployeesProvident Fund amp Miscellaneous Provisions Act 1952 Payment of Bonus Act 1965 The Payment ofGratuity Act 1972 The Industrial Employment (Standing Orders) Act 1946 The Employment Exchange(Compulsory Notification of Vacancies) Act 1956 The Environment (Protection) Act 1986 The HazardousWastes (Management Handling amp Trans boundary Movement) Rules 2008 The Water (Prevention ampControl of Pollution) Act 1974 The Air (Prevention amp Control of Pollution) Act 1981 and The Punjab LabourWelfare Fund Act 1965

I have also examined compliance with the applicable clauses of the following

(i) Secretarial Standards issued by The Institute of Company Secretaries of India(ii) The Listing Agreement entered into by the Companywith BSE Limited

During the period under review the Company has complied with the provisions of the Act RulesRegulations Guidelines Standards etc mentioned above except to the extent as mentioned below

1 That Company has not complied with Regulation 38 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 relating to maintaining of minimum publicshareholding by a listed Company

2 That Company Secretary of the Company has resigned and new Company Secretary is to be appointed asrequired under Section 203 of The Companies Act 2013

3 That Company has not deducted and deposited labour welfare fund as required under The Punjab LabourWelfare Fund Act 1965

4 That Statutory bonus as required under Payment of Bonus Act 1965 has not been paid by the Companyduring the year

5 That there are related party transactions which are not in ordinary course of business and which are not atarms length basis

6 That there is carry forward of loans given to parties which are covered under section 185 of the CompaniesAct 2013

7 That the Company has 14 locations and some locations need to get registration under The Punjab Shopsand Commercial Establishments Act 1958 and some locations require factory license under Factories Act1948 whereas some locations require consent authorization for operation of a facility under pollution lawsand The Hazardous Wastes (Management Handling amp Trans boundary Movement) Rules 2008

8 That the periodical returns required to be filed under The Employment Exchange (Compulsory Notificationof Vacancies) Act 1956 has not been filed and are pending

I further report thatThe Board of Directors of the Company is duly constituted with proper balance of Executive Directors NonExecutive Directors and Independent Directors The changes in the composition of the Board of Directors thattook place during the period under review were carried out in compliance with the provisions of the Act

-

28 HIRA AUTOMOBILES LIMITED

Adequate notice is given to all directors to schedule the Board Meetings agenda and detailed notes on agendawere sent at least seven days in advance and a system exists for seeking and obtaining further information andclarifications on the agenda items before the meeting and for meaningful participation at the meeting

Majority decision is carried through while the dissenting members views are captured and recorded as part ofthe minutes

I further report that there are adequate systems and processes in the company commensurate with the size andoperations of the company to monitor and ensure compliance with applicable laws rules regulations andguidelines

This report is to be read with our letter of even date which is annexed as and forms an integralpart of this report

29 HIRA AUTOMOBILES LIMITED

30 HIRA AUTOMOBILES LIMITED

HIRA AUTOMOBILES LIMITEDCODEOF CONDUCT

PERSONTOWHOMTHECODEISAPPLICABLE

( ) GENERALSTANDARDOFCONDUCT

( ) APPLICABLELAWS

( ) CONFLICTOFINTEREST

( ) PROTECTINGCONFIDENTIALINFORMATION

This code is applicable to the following persons (hereinafter referred to as Officers of the company)-All the Board Members-The entire Core group Members of the Companyand heads of the department

1 Officers are expected to exercise good judgment to ensure the safety and welfare of employees consumerscustomers suppliers shareholders lenders and other stakeholders and to maintain a co-operativeefficient positive harmonious and productive work environment practice integrity in inter-personalrelationships work on the principal of mutual trust transparencyand teamwork

2 Officers are expected to acquire and maintain professional competence3 Officers are expected to observe discipline and conduct themselves both on and off-duty in a manner to

uphold the high image of the company4 Officers are expected to assist the company in identifying controlling mitigating and managing business

risks within the companys risk management policy framework5 Officers are expected to assist the company in providing to its employees a work environment free of

harassment and free of discrimination based on race religion creed color physical or mental disability agesex etc

6 Officers should not engage in selling or distribution or be in possession of or use narcoticspsychotropicdrugs or be under influence of alcohol while on duty

7 As Officers represent the Company before the public and various authorities they are expected to dressneatly and appropriately in a manner consistent with the nature of their work and the image of the company

8 Officers should not claim from the company unauthorized personal expenses9 Customersupplierinvestor Relationships- Officers who need to deal with customers suppliers and investors

should understand that they are dealing and therefore should uphold the image and goodwill generated andbuilt-up by the Companyover the year

Officers must acquire adequate Knowledge of all the applicable laws rules regulations order and notificationsunder regulatory framework as applicable to their functions and duties and should follow and comply with thesame and avoid violation breach or infringement thereof

Officers of the Company will avoid conflict of interest Conflict of interest is said to exit when personal interest mayhave a potential conflict with the interest of the company at large Where any transaction involves conflict ofinterest prior approval of the Managing Directors Executive Director and in case of a Director of the Boardshould be obtained

The Companys confidential information is a vita and asset It may relate to product product formula processproduct plans and road maps cost and financial information information as to customers suppliers dealers andemployees business arrangements and agreements as well as to patents trademarks copyrights and tradesecrets For the purpose of this Code confidential information would also include the information obtained by theCompany from a third party under a Non Disclosure Agreement Such confidential information should beprotected and safeguarded against unauthorized personal use and should not be disclosed to any one expect (i)with prior authorization (ii) in the ordinary course of carrying on the business of the Company In the course ofconducting the Companys Business Officers may come in possession of confidential information about itsemployees customers suppliers etc Officers should handle the same with utmost responsibility and prevent itsmisuse

I

II

III

IV

31 HIRA AUTOMOBILES LIMITED

( ) PREVENTIONOFINSIDERTRADING

( ) COMPANYSASSETS

( ) NONCOMPLIANCE

( ) ANYAMENDMENTSORMODIFICATIONTOTHECODEOFCONDUCT

( )ACKNOWLEDGEMENTOFRECEIPTOFCODEOFCONDUCTANDETHICS

1 COMPANY PHILOSOPHY ONCODEOF GOVERNANCE

2 BOARDOF DIRECTORS

V

VI

VII

VIII

IX

Officers are privy to price sensitive inside information and should not use it to make personal gains TheCompany has framed Code of Conduct for prevention of insider trading in the Securities of the CompanyOfficers should follow the same in letter and spirit

Protecting and safeguarding the Companys assets and properties and preventing their unauthorized usepersonal use is one of the key and prime responsibility of Officers Officers are personally responsible of theCompanys funds under their control Officers should use electronic communication facilities like e-mail Internetetc in a legal ethical and appropriate manner and not expose the Company to liability resulting from the illegalunauthorized or unethical use thereof

In case of non-compliance of any of the provisions of this Code of conduct the same shall be reported to theChairman of the Board of Directors of the Company

This Code of Conduct is subject to modification The Board of Directors has the requisite power and the authorityto update and amend the Code of Conduct from time to time

I have received and read the Companys Code of Conduct and Ethics and have understood the standards andpolicies contained therein I agree to comply with the Companys Code of Conduct and Ethics I hereby affirm tothe Company compliance with the Code Conduct and Ethics on an annual basis and also undertake to renewsuch affirmation in the first weekof April every year

Pursuant to Regulation 34 read with Schedule V to the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 a Report on Corporate Governance is givenbelow

The report on Corporate Governance is requirement under Listing Agreement entered into with stockExchange and forms part of the report of the Board of Directors to the shareholders of the Company Thisreport gives an insight into the organizational structure of the Company The vision of the company is to be afinancially sound profitable growth oriented company committed to building and maximizing sustainablevalue for all the shareholders In its endeavor to attain the goal visualized the company is laying maximumemphasis on the effective system of Corporate Governance

(a) CompositionThe present strength of Board of Directors of the Company is five comprising of two Promoter Directors and threeIndependent Directors having diversified professional experience Out of total strength of five Directors two areexecutive and three are Non-Executive The composition of Board of Directors as on 31 March 2016 is asunder

REPORT OF THEBOARDOFDIRECTORS ONCORPORATEGOVERNANCE

st

32 HIRA AUTOMOBILES LIMITED

SN Name DIN Designation Nature of Directorship

1 Rahul Inder SinghSidhu

00447452Chairman and ManagingDirector

Promoter Executive

2 Neha Sidhu 00460875 Whole-time director Promoter Executive

3 Isher Singh 02990779 Director Independent Non Executive4 Rajbir Kaur 06397998 Director Independent Non Executive

5 Rupinder Kaur 06403845 Director Independent Non Executive

6 Ramesh Kumar 00126036 Director Independent Non Executive

Sh Ramesh Kumar has resigned on 31122015 from the office of Director(b) Attendance of each Director at the Board Meetings held during the year 2015-16 and last Annual General

Meeting and number of other Boards or Board Committees in which heshe is a member is as under-

The detail of number of shares and convertible instruments held by non ndash executive directors is given asbelow

Shri Rahulinder Singh Sidhu Managing Director of the Company and Smt Neha Sidhu Whole Time Director on theBoard of Directors are related to each other as husband and wife

(c) During the year fifteen meetings of the Board ofDirectors were held on the following dates-

The familiarization programme imparted to independent directors is disclosed on weblinkof the Company

wwwhiraautomobilescom

33

30042015 30052015 31052015 21072015 31072015 15092015

30092015 31102015 02112015 30112015 02012016 0202201615022016 22022016 10032016

SN Name of non ndash executive Director No of Equity Shares Held No of convertibleinstruments Held

1 Rajbir Kaur Nil NA

2 Rupinder Kaur Nil NA3 Isher Singh Nil NA

Total Nil NA

SN

Name of Director No of BoardMeeting attended

No of otherDirectorship

Membershipin other

Committees

Attendance atlast AGM

1 Rahulinder Singh Sidhu 15 4 - Yes

2 Neha Sidhu 12 4 - Yes

3 Isher Singh 12 - 3 -

4 Rajbir Kaur 6 - 3 -

5 Rupinder Kaur 6 - 3 -

6 Ramesh Kumar 1 4 - -

HIRA AUTOMOBILES LIMITED

34

3 AUDITCOMMITTEE

4NOMINATIONANDREMUNERATIONCOMMITTEE

Remunerationpolicy

The terms of reference of the audit committee include all the matters as provided under Section 177 (4) of TheCompanies Act 2013 and the rules made there under and SEBI (LODR) Regulations 2015

As on 31 March 2016 In compliance with the provisions of Section 177(2) of the Companies Act 2013 AuditCommittee comprises of three Non-Executive Independent Directors five meetings of Audit Committee wereheld during the year under consideration on following dates

The details of members of the audit committee and their attendance is as under-

The terms of reference of Nomination and Remuneration Committee covers all the matters provided under theCompanies Act 2013 and the rules made there under and SEBI (LODR) Regulations 2015

As on 31 March 2016 in compliance with the provisions of Section 178(1) of the Companies Act 2013Nomination and Remuneration Committee comprises of three Non-Executive Independent Directors Twomeetings of Nomination and Remuneration Committee were held during the year under consideration on 30May 2015 and 10 March 2016The details of members of the audit committee and their attendance is as under-

Remuneration policy ensures that the level and composition of remuneration is reasonable and sufficient toattract retain and motivate directors of the quality required to run the company successfully and that relationshipof remuneration to performance is clear and meets appropriate performance benchmarks and that remunerationto directors key managerial personnel and senior management involves a balance between fixed and incentivepay reflecting short and long-term performance objectives appropriate to the working of the company and itsgoals

CompositionandMeetings

CompositionandMeetings

st

st

th

th

30052015 31072015 31102015 15022016 28032016

Name of Directors Position held in theCommittee

Category MEETINGSHeld Attended

Isher Singh Chairman Independent NonExecutive

Five Five

Rupinder Kaur Member Independent NonExecutive

Three Three

Rajbir Kaur Member Independent NonExecutive

Three Three

Name of Directors Position held in theCommittee

Category MEETINGS

Held Attended

Isher Singh Chairman Independent NonExecutive

Two Two

Rupinder Kaur Member Independent Non

Executive

Two Two

Rajbir Kaur Member Independent NonExecutive

Two Two

HIRA AUTOMOBILES LIMITED

35

5 REMUNERATIONOFDIRECTORS

6 STAKEHOLDERS GRIEVANCECOMMITTEE

7 GENERALBODYMEETINGS

There is no pecuniary relationship or transaction of the company with its independent directors other thanpayment of sitting fee to them for attending Board and Committee meetings Following Executive Directors werepaid as per detail given below

and no commission on profits is paid to any of the Directors No stock option has been given to any of theDirectors including Executive Directors

As on 31 March 2016 in compliance with the requirement of Section 178(5) of The Companies Act 2013Stakeholder Relationship Committee comprises of three Non-Executive Independent Directors to consider andresolve the grievances of security holders of the companyper detail given below

Sh Rahul Inder Singh Sidhu Managing Director has been appointed as Compliance officer for the purpose ofcomplying with various provisions of the Guidelines Regulations issued by Securities and Exchange Board ofIndia Listing Agreement with Stock Exchanges

The Company has not received any complaint during the year from the shareholders and there is no pendingcomplaint with the Company

(i) Location and time where last three Annual General Meetings were held is given below-

(i) Compositionst

(ii) ComplianceOfficer

(iii) Complaints

SN

NAME OFDIRECTOR

DESIGNATION SALARY Rs BENEFITS BONUS STOCKOPTIONS

PENSION

1 RahulinderSingh Sidhu

ManagingDirector

960000- - - - -

2 Neha Sidhu Whole TimeDirector

840000- - - - -

Name Category Designation

Isher Singh Independent Non Executive Chairman

Rupinder Kaur Independent Non Executive Member

Rajbir Kaur Independent Non Executive Member

Financial Year Date Time Venue

2012-13 30092013 1100 A M 20 Sector 8A Chandigarh 1100022013-14 30092014 500 PM 20 Sector 8A Chandigarh 110002

2014-15 30092015 500 PM 20 Sector 8A Chandigarh 110002

HIRA AUTOMOBILES LIMITED

36

(ii) Following Special Resolutions were passed in the previous 3 Annual General Meeting

(iii) No special resolution has been passed last year through postal ballot and no special resolution isproposed to be conducted through postal ballot

Quarterly results are normally published in the newspapers and also sent to BSE Limited Physical copy ofannual report which inter alia includes the Directors Report Corporate governance report Audited AccountsCash Flow Statements etc was sent to shareholders by post and also to BSE Limited The quarterly results andannual report isalso available on companys website at under investors section

Date 30092016 Time 0500 PM Day Friday and Venue Registered Office of the Company at 0598 Sector18B Chandigarh 160018

The companys Financial Year starts from 1 April every year and conclude on 31 March next year

The Register of Members and the Share Transfer Books of the Company shall remain closed from 29 day ofSeptember 2016 to 30 day of September 2016 (both days inclusive)

No dividend has been recommended by the Board this year and therefore information under this sub clause is nil

The shares of the Company are listed at BSE Limited only as other regional stock exchanges viz Delhi StockExchange Association Limited Ludhiana Stock Exchange Association Limited and Ahmedabad StockExchange Limited had been de-recoganised in the process of de-recoganition by Securities and ExchangeBoard of India The Company haspaid listing fee to BSE Limited

The Stock Code of the Company on BSE Limited is 531743

There was no trading of shares of the Company and no market price data is available Further Securities of theCompany were not suspended from trading by BSE Limited during last year

The Company has appointed Ms Beetal Financial amp Computer Services Private Ltd New Delhi as CommonAgency (RTA) for Share Transfer work in both modes physical as well as electronically Detail of RTA is as underMs Beetal Financial amp Computer Services Private LimitedBeetal House 3 Floor99 Madangir Behind Local Shopping Center Near Data Harsukhdas MandirNewDelhi- 110062 Ph 011-2996128182 Fax 011-29961284

The companys shares in dematerialized form transferable through depository system and Shares in physicalform are processed by Ms Beetal Financial amp Computer Services Private Limited The Board has authorised ShRahulinder Singh Sidhu Managing Director of the company to approve share transfers and matter relatedtherewith

8 MEANSOFCOMMUNICATION

9 GENERALSHAREHOLDERINFORMATIONAnnual General Meeting

Financial Year

BookClosure

Dividend

Listing

StockCode

StockMarket Data

Registrar andShareTransfer Agents

ShareTransfer System

wwwhiraautomobilescom

st st

th

th

rd

30092013 Nil

30092014 1 Approval for Borrowing Money in excess of the aggregate of the paid up share capital andfree reserves of the Company 2 Amendments in Articles of Association

30092015 Nil

HIRA AUTOMOBILES LIMITED

37

ReconciliationofShareCapital Audit

Distribution of shareholding

Dematerializationof sharesandliquidity

GDRsADRs

Mr Ravinder Kumar Practising Company Secretary carries out the Reconciliation of Share Capital Audit asmandated by SEBI and reports on the reconciliation of total issued and listed Capital with that of total sharecapital admitted held in dematerialized form with NSDL and CDSL and those held in physical form This audit iscarried out on quarterly basis and the report thereof is submitted to the Stock Exchanges

Detail of distribution of share holding of equity share of the Company by size and ownership class as on31032016 is given as under

The Shares of the company have not been traded on stock exchange during the period under review TheCompany has not been allotted ISIN and number of shares held in dematerialized formis nil

The Company has not issued any GDRsADRsWarrants or any Convertible instruments

UP TO 5000 129 6293 38840 38840000 14106

5001 TO 10000 49 2390 44500 44500000 16162

10001 TO 20000 7 341 10000 10000000 0363220001 TO 30000 4 195 9000 9000000 03269

30001 TO 40000 2 098 6800 6800000 02470

40001 TO 50000 1 049 4400 4400000 01598

50001 TO 100000 1 049 5200 5200000 01889

100001 AND ABOVE 10 585 2634700 2634700000 956876

Indian Promoter-IndividualHUF 11 2635700 9572

Non Resident Individual 1 500 002

Bodies Corporate 1 500 002

Resident Individuals-HUF 190 116740 424

HIRA AUTOMOBILES LIMITED

38

Plant ShowroomLocationsShowroom Locations

Address for correspondence

Related Party Transactions

Compliance

Vigil Mechanism

WhistleBlower Policy

Mandatory Requirements

1 Hira Automobiles Limited Rajbaha Road Patiala Ph No 0175-22091002 Hira Automobiles Limited Malout Road Muktsar Ph No 01633-2620203 Hira Automobiles Limited Village Bhadak Rajpura Ph No 01762-2448814 Hira Automobiles Limited Radha Swami Satsang Road Nabha PhNo 01765-5059595 Hira Automobiles Limited Muktsar Road Malout Ph No01637-2637246 Hira Automobiles Limited Patiala Pehowa Road DevigarhPh No0175-26311527 Hira Automobiles Limited Bathinda Malout Road Gidderbaha8 Hira Automobiles Limited Nabha Road Bhadson9 Hira Automobiles Limited Cheeka road Samana

10 Hira Automobiles Limited Malout Road Killianwali

Following is the address for correspondenceRegistered Office ndash Hira Automobiles Limited 0598 Sector 18-B Chandigarh 160018

There are no materially significant related party transactions that may have potential conflict with the interests ofcompany at large There were transactions with related parties at market price at arms length basis which aredisclosed in Form AOC ndash 2 attached herewith The policy on dealing with related party transactions is availableon web link of the Company

The Company has complied with all the provisions of listing agreement and that no penalties and or strictureshas been imposed on the company by Stock Exchange or SEBI or any statutory authority on any matter relatedto capital markets during the last three years

Detail of Vigil Mechanismis provided in the same heading in Directors Report

Company has formulated the Whistle Blower Policy to safeguard the interest of its stakeholders Directors andemployees to freely communicate and address to the Company their genuine concerns in relation to any illegalor unethical practice being carried out in the Company and that no personnel has been denied access to the auditcommittee

The Company has complied with all the mandatory requirements as stipulated in SEBI (Listing and DisclosureRequirements) Regulations 2015

10 OTHERDISCLOSURES

wwwhiraautomobilescom

HIRA AUTOMOBILES LIMITED

39

MANAGEMENTDISCUSSIONANDANALYSIS REPORT

1 Industrystructureanddevelopment

2 Opportunitiesandthreats

3 Segmentwiseor product wiseperformance

4 Outlook

5 Risksandconcern

6 Internal control systemsandtheir adequacy

HIRA AUTOMOBILES LIMITED

40

7 Discussiononfinancial performancewithrespect tooperational performanceDue to overall recessionary economy and internal competition with the new dealer there has been minoradverse impact on the financial stability of the company with respect to operational performance as the workingcapital limits of the company has increased substantially where as there is no growth in sales In comparison tominor growth in operational performance Profitability of the company has been decreasing during the yearinspite of higher burden of interest expenditure salary and wages and other admistrative expenses

8 HumanRecourses

9 Management of theCompany

Human Resource is considered to be the most prized assetof the company by the management Hence the work-forceis being looked after well and ensured that they remain motivated The 360 degree appraisal system ensures theirsatisfaction and brings out their concerns and bikerings which are addressed by the management immediately Thisimproves the employee-management relationship and makes themwork for the better future of the company

As Company has a large network of branches spread over 14 locations in two district of Patiala and Muktsar eachlocation is being managed by a rich experienced deemed CEO who is also known deemed key managerial personnelAll the branches key Managerial Personnel are reporting directly to CMD sitting at Patiala corporate office of thecompany

HIRA AUTOMOBILES LIMITED

41

COMPLIANCECERTIFICATEBYCHIEFEXECUTIVEOFFICERANDCHIEFFINANCIALOFFICER

We Rahulinder Singh Sidhu Managing Director and Sandeep Rana Chief Financial Officer of the Companyhereby certify thatA We have reviewed financial statements and the cash flow for the year ended 31 March 2016 and that to thebest of our knowledge and belief(1) These statements do not contain any materially untrue statement or omit any material fact or containstatements that might be misleading(2) These statements together present a true and fair view of the company affairs and are in compliance withexisting accounting standards applicable laws and regulationsB There are to the best of our knowledge and belief no transactions entered into by the Company during theyear that are fraudulent illegal or volatile to the companyscode of conductC We accept responsibility for establishing and maintaining internal controls for financial Reporting and that wehave evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting andwe have disclosed to the auditors and the audit committee deficiencies in the design or operation of such internalcontrols if any of which they are aware and the steps they have taken or propose to take to rectify thesedeficienciesD We have indicated to the auditorsand the Audit committee(1) Significant changes in internal control over financial reporting during the year(2) Significant changes in accounting policies during the year and that the same have been disclosed in thenotes to the financial statements and(3) There were no instances of fraud of which they have become aware and the involvement therein of themanagement or an employee having a significant role in the companys internal control system over financialreporting

I Rahulinder Singh Sidhu Managing Director of the Company hereby declare that all Board Members andSenior Management Personnel have affirmed compliance with the code of conduct for the Directors and SeniorManagement Personnel as approved by the Board for the Financial Year ended 31 March 2016

For

st

st

HIRA AUTOMOBILES LIMITED

42

AUDITORS CERTIFICATEONCORPORATEGOVERNANCE

The Board of DirectorsHira Automobiles LimitedChandigarh

We have examined the compliance of conditions of Corporate Governance by Hira Automobiles Limited for thefinancial year ended March 31 2016 as stipulated in the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015

The compliance of conditions of Corporate Governance is the responsibility of the management Ourexamination was limited to procedures and implementation thereof adopted by the company for ensuring thecompliance of the conditions of the Corporate Governance It is neither an audit nor an expression of opinion onthe financial statements of the company

In our opinion and to the best of our information and according to the explanations given to us we certify that thecompany has complied with the conditions of Corporate Governance as stipulated in the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015

We further state that such compliance is neither an assurance as to the future viability of the company nor theefficiency of effectiveness with which the management has conducted the affairs of the company

HIRA AUTOMOBILES LIMITED

43 HIRA AUTOMOBILES LIMITED

4

5

OPINION

REPORTONOTHERLEGALANDREGULATORYREQUIREMENTS

44 HIRA AUTOMOBILES LIMITED

Annexureldquo Ardquoto the Independent Auditors Report on the Standalone Financial Statements of Hira Automobiles Limited(Referred to in paragraph 1 (f) under Report on Other Legal and Regulatory Requirements of our report of evendate)

REPORT ON THE INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING UNDER CLAUSE (i)OF SUBSECTION3 OF SECTION 143 OF THE COMPANIES ACT 2013 (ldquoTHE ACTrdquo)

We have audited the internal financial controls over financial reporting of hira automobiles LIMITED (ldquotheCompanyrdquo) as of March 31 2016 in conjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

The Companys management is responsible for establishing and maintaining internal financial controlsbased onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the ldquoGuidance Noterdquo) issued by the Institute of Chartered Accountants of India These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherence to Companyspolicies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financial information as requiredunder the Companies Act 2013

Our responsibility is to express an opinion on the Companys internal financial controls over financial reportingbased on our audit We conducted our audit in accordance with the Guidance Note and the Standards onAuditing prescribed under Section 143(10) of the Companies Act 2013 to the extent applicable to an audit ofinternal financial controls Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if such controls operatedeffectively in all material respects Our audit involves performing procedures to obtain audit evidence about theadequacy of the internal financial controls system over financial reporting and their operating effectiveness Ouraudit of internal financial controls over financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditors judgement including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internalfinancial controlssystem over financial reporting

MANAGEMENTSRESPONSIBILITYFORINTERNALFINANCIALCONTROLS

AUDITORS RESPONSIBILITY

45 HIRA AUTOMOBILES LIMITED

MEANINGOFINTERNALFINANCIALCONTROLSOVERFINANCIALREPORTING

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVERFINANCIAL REPORTING

OPINION

A companys internal financial control over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles A companys internal financial controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of thecompany (2) provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and that receipts andpayments of the company are being made only in accordance with authorisation of management and directors ofthe company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the companys assets that could have a material effect on the financialstatements

Because of the inherent limitations of internal financial controls over financial reporting including thepossibility of collusion or improper management override of controls material misstatements due to error orfraud may occur and not be detected Also projections of any evaluation of the internal financial controlsover financial reporting to future periods are subject to the risk that the internal financial control over financialreporting may become inadequate because of changes in conditions or that the degree of compliance withthe policies or procedures may deteriorate

in our opinion to the best of our information and according to the explanations given to us the Companyhas in all material respects an adequate internal financial controls system over financial reporting and suchinternal financial controls over financial reporting were operating effectively as at March 31 2016 based onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note

46 HIRA AUTOMOBILES LIMITED

Annexure B To Auditors ReportAnnexure referred to in paragraph 3 of our report of even date

1 (a) The Company has maintained proper records showing full particulars including quantitativedetailsand situation of fixed assets at Corporate Office and in the process of maintaining at outlets

(b) We have been informed that the fixed assets of the company have been physically verified by themanagement at reasonable intervals and no material discrepancies were noticed on such verification

2 (a) As informed to us physical verification of inventory of the company has been conducted by themanagement at reasonable intervals (b) In our opinion and according to the explanations givento us the procedures of Physical verification of inventory followed by the management arereasonable and adequate in relation to the size of the company and the nature of its business

(c) In our opinion and according to the explanations given to us the Company is maintainingproper records of inventory We have been informed that no material discrepancies have been noticedon physical verification as compared to records

3 (a) According to the information and explanation given to us the Company has advanced inter corporatedeposits to three companies covered in the register maintained under section 189 of the CompaniesAct2013 and there is no stipulation as to the time period for recovery of principal and interest amount ofunsecured loan given

(b) Further as there is no stipulation as to the time period for recovery of principal amount ofunsecured loan given we are unable to comment on the overdue amount in respect of thesaid loan

4 In our opinion and according to the information and explanations given to us the Company has compliedwith the provisions of Sections 185 and 186 of the CompaniesAct 2013 in respect of grant of loans makinginvestments and providing guarantees and securities

5 According to the information and explanation given to us the Company has not accepted deposits frompublic Advances from customers for sale of vehicles and against sale promotion schemes run by theCompany to promote its sale are received and paid in the ordinary course of business

6 The maintenance of cost records under section 148(1) of the CompaniesAct 2013 has not been prescribedby the Central government for the Companysince it is not manufacturing Company

7 (a) According to the information and explanations given to us the company is generally regular indepositing all statutory dues including provident fund investor education and protection fundemployees state insurance income tax sales tax wealth tax custom duty excise duty cess and anyother statutory due with appropriate authority during the year

(b) According to the information and explanations given to us there are no disputed amount payables inrespect of provident fund investor education and protection fund employees state insurance incometax sales tax wealth tax customduty excise duty cess by the Company

(c ) No amount was lying with the company which was required to be transferred to investor education andprotection fund in accordance with the relevant provisions of the CompaniesAct 1956 (1 of 1956) andrulesmade there under

8 As informed to us the companyhas not defaulted in repayment of dues to financial institutions or banks

9 As informed to us the company has not given any guarantee for loans taken by others from bank orfinancial institutions

47 HIRA AUTOMOBILES LIMITED

10 As informed to us the proceeds of the term loans taken by the company are applied for the purpose forwhich the loans were obtained

11 Based on the audit procedures performed for the purpose of reporting the true and fair view of the financialstatements and as per the information and explanation given by the management we report that no fraudby the company has been noticed or reported during the course of our audit

48 HIRA AUTOMOBILES LIMITED

49

Particulars Note No As at As atMarch 312016 March 312015

I EQUITY AND LIABILITIES(1) Shareholders funds

(a) Share capital 2 2753440000 2753440000(b) Reserves and Surplus 3 6240053700 5676970200

(2) Non-current liabilities(a) Long term borrowings 4 10202167800 9006585600(b) Deferred tax liabilities (net) 5 1662638300 1542080600(c) Other long-term liabilities 6 5734992800 5067035200

(d) Long-term provisions 7 1339912400 1244415300(3) Current liabilities

(a) Short term Borrowings 8 49363423500 59501393100(b) Trade payables 9 1502741100 6123301200(c) Other current liabilities 10 3671194600 4679162300(d) Short term provisions 11 823155600 789863800

Total 83293719800 96384247300ASSETS

(1) Non-Current assets(a) Fixed assets

(i) Tangible assts 12 16817879700 16711642800(ii) Intangible assets 13 - -

(b) Non-current investments 14 1120000 1120000(d) Long-term loans and advances 15 2618538200 2251312400

(2) Current assets(a) Inventories 16 41208502100 40489156300(b) Trade Receivables 17 14372057700 13922503000(d) Cash and Cash equivalents 18 3697504100 11556587000(e) Short-term Loans and Advances 19 4497240800 11399114400(f) Other Current assets 20 80877200 52811400

Total 83293719800 96384247300

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

(IN RUPEES)

Chairman and Managing Director

Balance Sheet

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies 1

50

Particulars Note No Year Ended Year EndedMarch 312016 March 312015

I Revenue from operations 21 310372896800 323733670200II Other income 22 136994600 525412000III Total Revenue(I+II) 310509891400 324259082200IV Expenses

a Cost of Material Consumed 23 1357073500 1293751900b Purchase of Stock-in-Trade 24 281848216100 294479334400c Changes in Inventories of Finished Goods 25 (719345800) (186205700)d Employee Benefits Expenses 26 12664754100 12944732800e Finance Costs 27 5604834800 4157234900f Depreciation and Amortization expense 12 1358225700 1559476600g Other Expenses 28 7395406500 8383136200

Total Expenses 309509164900 322631461100V Profit before tax (III-IV) 1000726500 1627621100

VI Tax expense(a)Current tax 275985000 473844400(b)Deferred tax 120557700 -

VII Profit for the Year(V-VI) 604183800 1153776700VIII Prior period tax expenses 41100300 75346500IX Earnings per Equity Share(in Rupees) 563083500 1078430200

Basic 219 392Diluted 219 392

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

Profit amp Loss Account

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies

51

Particulars As at March 312016 As at March 312015A Cash Flow from Operating Activities

Net Profit before Tax 1627621100Adjustment forDepreciation 1559476600Interest expenses 4157234900Loss Profit on Sale of Fixed Assets -

Operating ProfitLoss before Working Capital Changes 7344332600Adjustment for(Increase)Decrease in Trade amp Other receivables 940107800(Increase)Decrease in Inventory (186205700)Increase(Decrease) in Trade Payables amp other provisions (4054306400)(Increase)Decrease in Other Loans amp Advances (4635970800)Cash generated from operations (592042500)Taxes Paid (549190900)Previous Year Taxes (Net) -Net Cash from Operating Activities (A) (1141233400)

B Cash Flow from Investing Activities(Purchase) of FixedCapital Expenditure (2227931100)Sale of Fixed Assets 883140700Sale(Purchase) of Investment (315826300)

Net Cash used in Investing Activities (B) (1660616700)C Cash Flow from Finance Activities

Proceeds from Long Term Borrowing (Net) (4869873700)Secured Loan 18024550800Unsecured Loan - 991878400Interest paid (4157234900)Net Cash from Financing Activities (C ) 9989320600

Net increase in Cash and Equivalents (A+B+C) 7187470500Opening Balance of Cash and Cash Equivalents 4369116500

Closing Balance of Cash and Cash Equivalents

1000726500

13582257005604834800

69725800

8033512800

(449554700)(719345800)

(5595236000)68738078008143184100(275985000)

(41100300)7826098800

(1622365700)88177300

(367225800)

(1901414200)

1959036900(10137969600)

(5604834800)(13783767500)

(7859082900)11556587000

3697504100 11556587000

Notes1 Figures in brackets indicate cash outflow2 The above Cash Flow Statement has been prepared under the indirect method set out in AS 3-Cash

Flow Statement as prescribed by Companies (Accouning Stanadards)Rules2006

This is the Cash Flow Statement referred to our report of even date

Cash Flow Statement

HIRA AUTOMOBILES LIMITED

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

For the Year Ended 31 March 2016st

52

Notes to Accounts2 SHARE CAPITAL

As at March 31 2016 As at March 312015(1)AUTHORISED6000000 Equity shares of Rs10-each 6000000000 6000000000

FULLY PAID UP

ISSUEDSUBSCRIBED -2753440 Equity shares of Rs10 each

6000000000 6000000000

2753440000 2753440000

2753440000 2753440000

Shares at the beginning of the accounting Period2753440 Equity shares of Rs10- each 2753440000 2753440000Additions during the year - -Shares outstanding at the end of year 2753440000 2753440000Total 2753440000 2753440000

(a) Rights Preferences and Restrictions Attached to sharesEquity Shares The Company has only one class of equity shares having a par value of Rs 10 per shareEach Shareholder is entitled to one vote per share In the event of liquidation of the company the holder ofequity shares will be entitled to receive any of the remaining of the Company after distribution of allpreferential amounts However no such preferential amount exist currently The distribution will be inproportion to the number of equity shares held by the equity shareholders(b) Detail of Shares held by Shareholders holding more than 5 of the Aggregate Shares in theCompany

Name of Shareholders No of Shares Shareholding as at March31 2016

Rajinder Kaur Bhattal 826000 3000Kuldeep Singh Bhattal 272100 988Rahul Sidhu 270000 981Simran Bajwa 265000 962Manjeet Kaur Sangha 862900 3134

3 RESERVES AND SURPLUSAs at March 312016 As at March 312015

General reserveAt the beginning of the accounting period 723675000

-

-

-

-

723675000Additions during the yearAt the end of the accounting period 723675000 723675000Surplus in Statement of Profit and LossAt the beginning of the accounting period 4953295200 3874865000Additions during the year 563083500 1078430200(balance in statement of profit amp loss ac)prior period expenses written offtransfer tofrom reservesAt the end of the accounting period 5516378700 4953295200

Total 6240053700 56769702004 LONG TERM BORROWINGS

As at March 312016 As at March 312015SECUREDTerm loan(Secured against hypof car and guaranteed bythe directors of the co)

(Secured against Focal Point Properties andguaranteed by directors)

-

5018479300

142138000

5774447600

UNSECUREDLoans from directors 5183688500 3090000000Loans from shareholders and public - -Total 10202167800 9006585600

Term loan

HIRA AUTOMOBILES LIMITED

53

5 DEFERRED TAX LIABILITIES (NET)As at March 312016 As at March 312015

Deferred tax liabilities 1662638300 1542080600Total 1662638300 1542080600

6 OTHER LONG TERM LIABILITIESAs at March 312016 As at March 312015

Sales promotion scheme- Customeradvances

5046479000 4415090000

Security from Employees 688513800 651945200Total 5734992800 5067035200

7 LONG TERM PROVISIONSAs at March 312016 As at March 312015

Gratuity provision 1339912400 1244415300Total 1339912400 1244415300

10 OTHER CURRENT LIABILITIESAs at March 312015

Current maturities of long term debts 880473400 1674618400Interest accrued and due on borrowings - -Value added tax and CST 2185026500 2517359600TDS payable 111535600 157798400Current year taxes payable(net of advance tax) - -

Other payables 494159100 329385900Total 3671194600 4679162300

11 SHORT TERM PROVISIONS

(a) Provisions for employee benefits 823155600 789863800

8 SHORT TERM BORROWINGSAs at March 312016 As at March 312015

Secured loans from banksPunjab National Bank -(secured against hypothecation of stockand book-debts)Gur Mandi Patiala 30680878500 29077205300Gagan Chowk Rajpura 1863121400 1705992300New Grain Market Muktsar and Malout 842363700 757042200Inventory funding 15977059900 27961153300(secured against hypothecation of stockand book-debts)Total 49363423500 59501393100

9 TRADE PAYABLESAs at March 312016 As at March 312015

Sundry Creditors 357269200 2822407500Advance from Parties-Interest free 1145471900 3300893700Total 1502741100 6123301200

HIRA AUTOMOBILES LIMITED

As at March 312016 As at March 312015

Total 823155600 789863800

As at March 312016

54 HIRA AUTOMOBILES LIMITED

14 NON CURRENT INVESTMENTAs at March 312016 As at March 312015

Investment in Shares 1120000 1120000Investment in Mutual Funds - -

Total 1120000 1120000

15 LONG TERM LOANS AND ADVANCESAs at March 312016 As at March 312015

Security Deposits 366283000 337485500(Unsecured considered good unlessOtherwise Stated)Intercorporate Deposits 2252255200 1913826900Total 2618538200 2251312400

16 INVENTORIESAs at March 312016 As at March 312015

(As taken valued amp certified by the management)

Stock in Trade (in respect of goodsacquired for trading )

38093012700 37213584000

Stores Spares amp Loose tools 3115489400 3275572300

Total 41208502100 40489156300

17 TRADE RECEIVABLESAs at March 312016 As at March 312015

(unsecured considered good unlessotherwise stated)(1)Debts outstanding for a period exceeding

six months from the date they are due 513584600 623548900(2)Other debts 13858473100 13298954100Total 14372057700 13922503000

55

18 CASH amp CASH EQUIVALENTS As at March 312016 As at March 312015

(a) Balance with BanksFixed deposits 1260950600 812770600(Earmarked balances with banksheld as margin moneyagainst borrowingsand other commitments)Current accounts 1243916600 6403274200Gold Coins 29547200 29547200(b) Cheques Draft on HandCheques in HandCash in hand

202088500961001200

30714258001239569200

Total 3697504100 11556587000

19 SHORT TERM LOANS amp ADVANCESAs at March 312016 As at March 312015

(Unsecured considered good unlessotherwise stated)advances recoverable in cash orin kind for the value to be received(1)Advance to parties 2541662700 9294257800(2) Receivable from revenue authorities 551783000 569108700(3)Current years taxes recoverable(net ofliability)

332615600 380504500

(4) Other advances 1071179500 1155243400Total 4497240800 11399114400

HIRA AUTOMOBILES LIMITED

56

20 OTHER CURRENT ASSETSAs at March 312016 As at March 312015

Prepaid Expenses 80877200 52811400

Total 52811400

21 REVENUE FROM OPERATIONSAs at March 312016 As at March 312015

Sale of products 290733945600 301324413800Sale of services 9681919400 10435033800

Other operating revenues 9957031800 11974222600310372896800 323733670200

Less Excise duty - -Total 310372896800 323733670200

22 OTHER INCOMEAs at March 312016 As at March 312015

Interest income 87335400 279807100Other Non-operating income 49659200 245604900Total 136994600 525412000

23 COST OF MATERIAL CONSUMEDAs at March 312016 As at March 312015

Purchases Raw-Materials and PackingMaterials

1357073500 1293751900

Add Opening balance of stock - -1357073500 1293751900

Less Closing balance of stock - -Total 1357073500 1293751900

80877200

24 PURCHASE OF STOCK IN TRADEAs at March 312016 As at March 312015

Purchases of Traded goods 281848216100 294479334400

Total 281848216100 294479334400

25 CHANGES IN INVENTORIESAs at March 312016 As at March 312015

Finished Goodsat the beginning of the accounting period - -at the end of the accounting period - -Stock-in-Tradeat the beginning of the accounting period 40489156300 40302950600at the end of the accounting period 41208502100 40489156300Total (719345800) (186205700)

26 EMPLOYEE BENEFIT EXPENSESAs at March 312016 As at March 312015

Salary and Wages 8156996000 9654096800HRA Expenses and other allowance 2733336200 1148756100Contribution to Provident fund 587123100 490338400Contribution to Employees state Insurance fund 157923000 161030000Workers and Staff Welfare 299823200 269213600Gratuity Expenses 95497100 64570600Bonus 420931500 903597900Employees Training and Uniform expenses 213124000 253129400Total 12664754100 12944732800

HIRA AUTOMOBILES LIMITED

57

27 FINANCE COSTSAs at March 312016 As at March 312015

Interest ExpenseInterest to Banks 4309580000 3483884100Interest on Unsecured loans 1196279800 577607600Interest to Customers (36290200) (95330900)Interest to MSIL (121679800) (50429300)Interest to Bank on Vehicle loan 29667800 43272600Bank Charges 227277200 198230800

Total 5604834800 4157234900

28 OTHER EXPENSESAs at March 312016 As at March 312015

Accessories Expenses 9551600 18313400Festival Expenses 30357200 8141000Donation 13123500 9144500Freight Inward 23896900 26399000Power amp Fuel 913761800 911434100Software Usage Charges 91413600 86473500Entertainment Exp 19129900 29106000Rent Rates amp Taxes 701191800 671145200General Expenses 162725500 138611000Godown Rent 57600000 48125000Insurance 161551400 173705300Legal expenses 43474400 60436900Misc Expenses 7073900 3598300News Paper amp Periodicals 9374100 7947200Outside Labour Expenses 284322400 102072700Payment to the Auditors 48313400 15000000Postage amp Courier Expenses 10683600 13298800Professional Charges 147965200 1006744000Printing amp Stationery 165125400 223093400Repair to Buildings and fixed assets 309177500 427256800MDS Expenses 21264900 35806500Telephone Expenses 326712100 525640000Workshop Expenses 325704400 579373600Vehicle Running Expenses 182200200 225090800Other expenses 18263600 405070100Advertisement ExpensesDiscounts

99310800745200400

118382500821623000

Customer welfare 146224200 161357500Demo Expenses amp PDI Expenses 372510300 437441500Sales Promotion 696744200 773152400Sale Commission amp Incentives 160190000 35180000Pool Cancellation and lifting charges 202092600 166694500Marketing Staff Tour expensesTrue Value Expenses

531070200358105500

581622300442725000

Total 7395406500 8383136200

HIRA AUTOMOBILES LIMITED

58 HIRA AUTOMOBILES LIMITED

Post-Employment BenefitsDefined Contribution PlansA defined contribution plan is a post-employment benefit plan under which the Company pays specifiedContributions to a separate entity The Company makes specified monthly contributions towards ProvidentFund Superannuation Fund and Pension Scheme The Companys contribution is recognized as an expense inthe Profit and Loss Statement during the period in which the employee renders the related service

The Company does not deal with Foreign Currency hence AS-11 ldquoEffect of changes in Foreign Exchangesissued bythe Institute of Chartered Accountantsof India isnot applicable

Cash Flow Statements has been prepared following the indirect method set out in the Accounting Standard-3 on ldquoCash Statements ldquoissued by the Institute of Chartered Accountants of India

(i) Income tax expenses for the period comprise of Current Tax amp Deffered Tax(ii) Current tax is measured at the amount expected to be paid to the tax authorities using the applicable tax

Rates of the Income TaxAct 1961(iii) Deferred Tax is calculated on the timing differences being the difference between accounting income and

taxable income which originates in one period and are capable of reversal in one or more subsequentaccounting periods in accordance with the provisions of Accounting Standard -22 on ldquoAccounting forTaxeson Incomerdquo issued by the Institute of Chartered Accountants of IndiaDeferred tax assets are recognized only to the extent that there is a reasonable certainty that sufficientfuture income will be available except that deferred tax assets in case there are unabsorbed depreciationor losses are recognized if there is virtual certainty that sufficient future taxable income will be available torealize the same

Depreciation on Fixed Assets is provided on the basis of Straight Line Method (SLM) Depreciation isprovided based on useful life of the assets as prescribed in Schedule II to the Companies Act 2013

Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and itis probable that an outflow of resources will be required to settle the obligation and a reliable estimate canbe made Provisions are not discounted to their present value and are determined based on the bestestimate required to settle the obligation at the reporting date These estimates are reviewed at eachreporting date and adjusted to reflect the current best estimatesContingent liabilities are disclosed unless the possibility of outflow of resources is remoteContingent assets are neither recognized nor disclosed in the financial statements

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value Animpairment loss is charged to the Profit and Loss Statement in the year in which an asset is identified asimpaired The impairment loss recognized in prior accounting period is reversed if there has been a changein the estimate of recoverable amount

G) ForeignCurrencyTransaction

H) CashFlowStatements

J) Depreciation

K) ProvisionsandContingent liabilities

L) Impairment ofAssets

I) TaxesonIncome

59 HIRA AUTOMOBILES LIMITED

M) EarningsPer Share

N) Segment Reporting

has been made in accordance with the requirement of Accounting Standard (AS) -20 on Earnings PerShare issued by the Institute of Chartered Accountants of India Diluted Earning per share is the same asBasic Earning per share because there is no potential equity shares which would have dilutive effect onearning per shares to equity shareholders

The Company is Authorized Dealer of Maruti Suzuki India Limited (MSIL) and hence is engaged in thebusiness of sale amp service of MSIL vehicles As the basic nature of sale of variants of vehicles is governedby the same set of risk amp returns these have been grouped as single segment as per AccountingStandard(AS-17) on segment reporting issued by the Institute of Chartered Accountants of India

2 Detail in respect of Opening Stock Sales and Closing Stock as follows

3 (a) During the year the company has recognized the following amounts as Defined Contribution Pan in theProfit and Loss Account

i) Employers Contribution to Provident Fund - Rs 5871 Lacsii) Employers Contribution to Employee State Insurance - Rs 1579 Lacs

The calculation of Earnings Per Share (EPS) as disclosed in the Balance Sheet Abstract

(b) During the year the Company has made provision for Gratuity in books asdesigned benefit plan

4 Subsequent to Accounting Standards -22 Accounting for Taxes on Income Issued by the Institute ofCharteredAccountants of India Deferred Tax Expenses of Rs 120557700 for the periods is recognized inthe profit and LossAmount

Calculation of Deferred TaxLiability is as followsWritten down value of Fixed Assets as on 31032016 (As per Company Act) 168178793Written down value of Fixed Assets as on 31032016 (As per Income Tax Act) 114371729bull Timing Difference 53807064bull Tax 3090 16626383bull Deferred Tax Liability as on 31032016 16626383bull Deferred Tax Liability as on 31042015 15420806bull Deferred Tax Liability to be provided for 1205577

5 Legal amp Professional Fees includes Payments to Auditors comprising as follows-i) Statutory Audit fee Rs 10000000ii) Tax audit and Vat audit Fee Rs 5000000

6 Related Party Disclosure in accordance with Accounting Standard-18

Pacific Finlease Pvt LtdRahul Sidhu Enterprises Pvt LtdRSG Studios Pvt Ltd

(a) Enterprises owned or Significantly Influenced by Directors and their Relatives

60 HIRA AUTOMOBILES LIMITED

Particulars Opening Stock Sales Closing StockQty

825VehiclesSpares ampAccessory

Amount(Rs In Lacs)

37213632756

Qty

5627

Amount(Rs In Lacs)2647068260272

Qty

1131

Amount(Rs In Lacs)

38093031155

b)

Pacific Finlease Pvt Ltd

Rahul Sidhu Enterprises Pvt Ltd

RSGStudios Pvt Ltd

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 1915Interest Recovered during the financial year 207

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 14379Interest Recovered during the financial year 035

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 6229Interest Recovered during the financial year 618

7 Calculation of Earning Per Share is as follows Profit after Tax as per Profit amp Loss Account as on 3132016 5630835

For Basic Earning Per share 2753440For Diluted Earning Per Share 2753440

Basic 219Diluted 219

8 Balance confirmation letters have been obtained from some of the parties on test check basis9 Figures of Previous year have been re-grouped and re classified wherever necessary in order to

conform to the current years presentation

As per our report of even date

No of Equity Share (Face value Rs 10- each)

Detail of transaction for the financial year 2015-16

Earning Per Share

61 HIRA AUTOMOBILES LIMITED

Page 24: HIRAAUTOMOBILESLIMITED - bseindia.com · S. Isher Singh Director Mrs. Neha Sidhu Whole time Director Mrs ... Name Rahulinder Singh Sidhu Age 34 Brief Resume Working as Director in

CONSERVATIONOFENERGY TECHNOLOGYABSORPTIONANDFOREIGNEXCHANGEOUTGO

(A) Conservationof energy

(B) Technologyabsorption

(C) ForeignexchangeearningsandOutgo

Steps taken impact on conservation of energy with special reference to the following(i) Steps taken by the company for utilizing alternate sources of energy including waste generated - NIL(ii) Capital investment on energy conservation equipment - NIL

1 Efforts in brief made towards technology absorption - NIL2 Benefits derived as a result of the above efforts eg product improvement cost reduction product

development import substitution etc - NIL3 In case of imported technology (imported during the last 3 years reckoned from the beginning of the

financial year) following information may be furnished(a) Details of technology imported - NIL(b) Year of import - NIL(c) Whether the technologybeen fully absorbed- NIL(d) If not fully absorbed areaswhere absorption hasnot taken place and the reasons therefore- NIL

4 Expenditure incurred on Research and Development

25

Earnings NIL

Outgo NIL

including the value if any

E Justification for entering into such contracts or arrangements ortransactions

Need Based to pay StatutoryLiability

F Date of approval by the BoardG Amount paid as advances if any Nil

H Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

A Name(s) of the related party and nature of relationship Pacific Finlease Pvt LtdB Nature of contractsarrangementstransactions To Provide Loans

C Duration of the contractsarrangementstransactions Not Specified

D Salient terms of the contracts or arrangements or transactions At bank rate of Interest

NA

HIRA AUTOMOBILES LIMITED

26

RATIOOF REMUNERATION

(i) the ratio of the remuneration of each director to the median remun--eration of the employees of the company for the financial year

4701

(ii) the percentage increase in remuneration of each director Chief FinancialOfficer Chief Executive Officer Company Secretary or Manager if anyin the financial year

Nil

(iii) the percentage increase in the median remuneration of employees inthe financial year

Nil

(iv) the number of permanent employees on the rolls of company 866(v) the explanation on the relationship between average increase inremuneration and company performance

NA

(vi) comparison of the remuneration of the Key Managerial Personnelagainst the performance of the company

As per individual performance

Nil

(viii) average percentile increase already made in the salaries of employeesother than the managerial personnel in the last financial year and itscomparison with the percentile increase in the managerial remunerationand justification thereof and point out if there are any exceptionalcircumstances for increase in the managerial remuneration

Nil

(ix) comparison of the each remuneration of the Key Managerial Personnelagainst the performance of the company

As per individual performance

(x) the key parameters for any variable component of remuneraavailed by the directors

tion Nil

(xi) the ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess ofthe highest paid director during the year

Nil

(xii) Affirmation that the remuneration is as per the remuneration policyof the company

Yes

Vii) Variations in the capitalisation of the company price earningsratio as at the closing date of the current financial year and previousfinancial year and percentage increase over in the marketquotations of the shares of the company in comparison to the rate atwhich the company came out with last public offer incase of listecompanies and in case of unlisted companies the variations in the networth of the company as at the close of the current financial year andprevious financial year

HIRA AUTOMOBILES LIMITED

27 HIRA AUTOMOBILES LIMITED

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee StockPurchase Scheme) Guidelines 1999

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)

Regulations 1993 regarding the Companies Act and dealing with client(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009 and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998

(vi) Factories Act 1948 The Punjab Shops and Commercial Establishments Act 1958 The Payment of WagesAct 1936 The Minimum Wages Act 1948 Employees State Insurance Act 1948 The EmployeesProvident Fund amp Miscellaneous Provisions Act 1952 Payment of Bonus Act 1965 The Payment ofGratuity Act 1972 The Industrial Employment (Standing Orders) Act 1946 The Employment Exchange(Compulsory Notification of Vacancies) Act 1956 The Environment (Protection) Act 1986 The HazardousWastes (Management Handling amp Trans boundary Movement) Rules 2008 The Water (Prevention ampControl of Pollution) Act 1974 The Air (Prevention amp Control of Pollution) Act 1981 and The Punjab LabourWelfare Fund Act 1965

I have also examined compliance with the applicable clauses of the following

(i) Secretarial Standards issued by The Institute of Company Secretaries of India(ii) The Listing Agreement entered into by the Companywith BSE Limited

During the period under review the Company has complied with the provisions of the Act RulesRegulations Guidelines Standards etc mentioned above except to the extent as mentioned below

1 That Company has not complied with Regulation 38 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 relating to maintaining of minimum publicshareholding by a listed Company

2 That Company Secretary of the Company has resigned and new Company Secretary is to be appointed asrequired under Section 203 of The Companies Act 2013

3 That Company has not deducted and deposited labour welfare fund as required under The Punjab LabourWelfare Fund Act 1965

4 That Statutory bonus as required under Payment of Bonus Act 1965 has not been paid by the Companyduring the year

5 That there are related party transactions which are not in ordinary course of business and which are not atarms length basis

6 That there is carry forward of loans given to parties which are covered under section 185 of the CompaniesAct 2013

7 That the Company has 14 locations and some locations need to get registration under The Punjab Shopsand Commercial Establishments Act 1958 and some locations require factory license under Factories Act1948 whereas some locations require consent authorization for operation of a facility under pollution lawsand The Hazardous Wastes (Management Handling amp Trans boundary Movement) Rules 2008

8 That the periodical returns required to be filed under The Employment Exchange (Compulsory Notificationof Vacancies) Act 1956 has not been filed and are pending

I further report thatThe Board of Directors of the Company is duly constituted with proper balance of Executive Directors NonExecutive Directors and Independent Directors The changes in the composition of the Board of Directors thattook place during the period under review were carried out in compliance with the provisions of the Act

-

28 HIRA AUTOMOBILES LIMITED

Adequate notice is given to all directors to schedule the Board Meetings agenda and detailed notes on agendawere sent at least seven days in advance and a system exists for seeking and obtaining further information andclarifications on the agenda items before the meeting and for meaningful participation at the meeting

Majority decision is carried through while the dissenting members views are captured and recorded as part ofthe minutes

I further report that there are adequate systems and processes in the company commensurate with the size andoperations of the company to monitor and ensure compliance with applicable laws rules regulations andguidelines

This report is to be read with our letter of even date which is annexed as and forms an integralpart of this report

29 HIRA AUTOMOBILES LIMITED

30 HIRA AUTOMOBILES LIMITED

HIRA AUTOMOBILES LIMITEDCODEOF CONDUCT

PERSONTOWHOMTHECODEISAPPLICABLE

( ) GENERALSTANDARDOFCONDUCT

( ) APPLICABLELAWS

( ) CONFLICTOFINTEREST

( ) PROTECTINGCONFIDENTIALINFORMATION

This code is applicable to the following persons (hereinafter referred to as Officers of the company)-All the Board Members-The entire Core group Members of the Companyand heads of the department

1 Officers are expected to exercise good judgment to ensure the safety and welfare of employees consumerscustomers suppliers shareholders lenders and other stakeholders and to maintain a co-operativeefficient positive harmonious and productive work environment practice integrity in inter-personalrelationships work on the principal of mutual trust transparencyand teamwork

2 Officers are expected to acquire and maintain professional competence3 Officers are expected to observe discipline and conduct themselves both on and off-duty in a manner to

uphold the high image of the company4 Officers are expected to assist the company in identifying controlling mitigating and managing business

risks within the companys risk management policy framework5 Officers are expected to assist the company in providing to its employees a work environment free of

harassment and free of discrimination based on race religion creed color physical or mental disability agesex etc

6 Officers should not engage in selling or distribution or be in possession of or use narcoticspsychotropicdrugs or be under influence of alcohol while on duty

7 As Officers represent the Company before the public and various authorities they are expected to dressneatly and appropriately in a manner consistent with the nature of their work and the image of the company

8 Officers should not claim from the company unauthorized personal expenses9 Customersupplierinvestor Relationships- Officers who need to deal with customers suppliers and investors

should understand that they are dealing and therefore should uphold the image and goodwill generated andbuilt-up by the Companyover the year

Officers must acquire adequate Knowledge of all the applicable laws rules regulations order and notificationsunder regulatory framework as applicable to their functions and duties and should follow and comply with thesame and avoid violation breach or infringement thereof

Officers of the Company will avoid conflict of interest Conflict of interest is said to exit when personal interest mayhave a potential conflict with the interest of the company at large Where any transaction involves conflict ofinterest prior approval of the Managing Directors Executive Director and in case of a Director of the Boardshould be obtained

The Companys confidential information is a vita and asset It may relate to product product formula processproduct plans and road maps cost and financial information information as to customers suppliers dealers andemployees business arrangements and agreements as well as to patents trademarks copyrights and tradesecrets For the purpose of this Code confidential information would also include the information obtained by theCompany from a third party under a Non Disclosure Agreement Such confidential information should beprotected and safeguarded against unauthorized personal use and should not be disclosed to any one expect (i)with prior authorization (ii) in the ordinary course of carrying on the business of the Company In the course ofconducting the Companys Business Officers may come in possession of confidential information about itsemployees customers suppliers etc Officers should handle the same with utmost responsibility and prevent itsmisuse

I

II

III

IV

31 HIRA AUTOMOBILES LIMITED

( ) PREVENTIONOFINSIDERTRADING

( ) COMPANYSASSETS

( ) NONCOMPLIANCE

( ) ANYAMENDMENTSORMODIFICATIONTOTHECODEOFCONDUCT

( )ACKNOWLEDGEMENTOFRECEIPTOFCODEOFCONDUCTANDETHICS

1 COMPANY PHILOSOPHY ONCODEOF GOVERNANCE

2 BOARDOF DIRECTORS

V

VI

VII

VIII

IX

Officers are privy to price sensitive inside information and should not use it to make personal gains TheCompany has framed Code of Conduct for prevention of insider trading in the Securities of the CompanyOfficers should follow the same in letter and spirit

Protecting and safeguarding the Companys assets and properties and preventing their unauthorized usepersonal use is one of the key and prime responsibility of Officers Officers are personally responsible of theCompanys funds under their control Officers should use electronic communication facilities like e-mail Internetetc in a legal ethical and appropriate manner and not expose the Company to liability resulting from the illegalunauthorized or unethical use thereof

In case of non-compliance of any of the provisions of this Code of conduct the same shall be reported to theChairman of the Board of Directors of the Company

This Code of Conduct is subject to modification The Board of Directors has the requisite power and the authorityto update and amend the Code of Conduct from time to time

I have received and read the Companys Code of Conduct and Ethics and have understood the standards andpolicies contained therein I agree to comply with the Companys Code of Conduct and Ethics I hereby affirm tothe Company compliance with the Code Conduct and Ethics on an annual basis and also undertake to renewsuch affirmation in the first weekof April every year

Pursuant to Regulation 34 read with Schedule V to the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 a Report on Corporate Governance is givenbelow

The report on Corporate Governance is requirement under Listing Agreement entered into with stockExchange and forms part of the report of the Board of Directors to the shareholders of the Company Thisreport gives an insight into the organizational structure of the Company The vision of the company is to be afinancially sound profitable growth oriented company committed to building and maximizing sustainablevalue for all the shareholders In its endeavor to attain the goal visualized the company is laying maximumemphasis on the effective system of Corporate Governance

(a) CompositionThe present strength of Board of Directors of the Company is five comprising of two Promoter Directors and threeIndependent Directors having diversified professional experience Out of total strength of five Directors two areexecutive and three are Non-Executive The composition of Board of Directors as on 31 March 2016 is asunder

REPORT OF THEBOARDOFDIRECTORS ONCORPORATEGOVERNANCE

st

32 HIRA AUTOMOBILES LIMITED

SN Name DIN Designation Nature of Directorship

1 Rahul Inder SinghSidhu

00447452Chairman and ManagingDirector

Promoter Executive

2 Neha Sidhu 00460875 Whole-time director Promoter Executive

3 Isher Singh 02990779 Director Independent Non Executive4 Rajbir Kaur 06397998 Director Independent Non Executive

5 Rupinder Kaur 06403845 Director Independent Non Executive

6 Ramesh Kumar 00126036 Director Independent Non Executive

Sh Ramesh Kumar has resigned on 31122015 from the office of Director(b) Attendance of each Director at the Board Meetings held during the year 2015-16 and last Annual General

Meeting and number of other Boards or Board Committees in which heshe is a member is as under-

The detail of number of shares and convertible instruments held by non ndash executive directors is given asbelow

Shri Rahulinder Singh Sidhu Managing Director of the Company and Smt Neha Sidhu Whole Time Director on theBoard of Directors are related to each other as husband and wife

(c) During the year fifteen meetings of the Board ofDirectors were held on the following dates-

The familiarization programme imparted to independent directors is disclosed on weblinkof the Company

wwwhiraautomobilescom

33

30042015 30052015 31052015 21072015 31072015 15092015

30092015 31102015 02112015 30112015 02012016 0202201615022016 22022016 10032016

SN Name of non ndash executive Director No of Equity Shares Held No of convertibleinstruments Held

1 Rajbir Kaur Nil NA

2 Rupinder Kaur Nil NA3 Isher Singh Nil NA

Total Nil NA

SN

Name of Director No of BoardMeeting attended

No of otherDirectorship

Membershipin other

Committees

Attendance atlast AGM

1 Rahulinder Singh Sidhu 15 4 - Yes

2 Neha Sidhu 12 4 - Yes

3 Isher Singh 12 - 3 -

4 Rajbir Kaur 6 - 3 -

5 Rupinder Kaur 6 - 3 -

6 Ramesh Kumar 1 4 - -

HIRA AUTOMOBILES LIMITED

34

3 AUDITCOMMITTEE

4NOMINATIONANDREMUNERATIONCOMMITTEE

Remunerationpolicy

The terms of reference of the audit committee include all the matters as provided under Section 177 (4) of TheCompanies Act 2013 and the rules made there under and SEBI (LODR) Regulations 2015

As on 31 March 2016 In compliance with the provisions of Section 177(2) of the Companies Act 2013 AuditCommittee comprises of three Non-Executive Independent Directors five meetings of Audit Committee wereheld during the year under consideration on following dates

The details of members of the audit committee and their attendance is as under-

The terms of reference of Nomination and Remuneration Committee covers all the matters provided under theCompanies Act 2013 and the rules made there under and SEBI (LODR) Regulations 2015

As on 31 March 2016 in compliance with the provisions of Section 178(1) of the Companies Act 2013Nomination and Remuneration Committee comprises of three Non-Executive Independent Directors Twomeetings of Nomination and Remuneration Committee were held during the year under consideration on 30May 2015 and 10 March 2016The details of members of the audit committee and their attendance is as under-

Remuneration policy ensures that the level and composition of remuneration is reasonable and sufficient toattract retain and motivate directors of the quality required to run the company successfully and that relationshipof remuneration to performance is clear and meets appropriate performance benchmarks and that remunerationto directors key managerial personnel and senior management involves a balance between fixed and incentivepay reflecting short and long-term performance objectives appropriate to the working of the company and itsgoals

CompositionandMeetings

CompositionandMeetings

st

st

th

th

30052015 31072015 31102015 15022016 28032016

Name of Directors Position held in theCommittee

Category MEETINGSHeld Attended

Isher Singh Chairman Independent NonExecutive

Five Five

Rupinder Kaur Member Independent NonExecutive

Three Three

Rajbir Kaur Member Independent NonExecutive

Three Three

Name of Directors Position held in theCommittee

Category MEETINGS

Held Attended

Isher Singh Chairman Independent NonExecutive

Two Two

Rupinder Kaur Member Independent Non

Executive

Two Two

Rajbir Kaur Member Independent NonExecutive

Two Two

HIRA AUTOMOBILES LIMITED

35

5 REMUNERATIONOFDIRECTORS

6 STAKEHOLDERS GRIEVANCECOMMITTEE

7 GENERALBODYMEETINGS

There is no pecuniary relationship or transaction of the company with its independent directors other thanpayment of sitting fee to them for attending Board and Committee meetings Following Executive Directors werepaid as per detail given below

and no commission on profits is paid to any of the Directors No stock option has been given to any of theDirectors including Executive Directors

As on 31 March 2016 in compliance with the requirement of Section 178(5) of The Companies Act 2013Stakeholder Relationship Committee comprises of three Non-Executive Independent Directors to consider andresolve the grievances of security holders of the companyper detail given below

Sh Rahul Inder Singh Sidhu Managing Director has been appointed as Compliance officer for the purpose ofcomplying with various provisions of the Guidelines Regulations issued by Securities and Exchange Board ofIndia Listing Agreement with Stock Exchanges

The Company has not received any complaint during the year from the shareholders and there is no pendingcomplaint with the Company

(i) Location and time where last three Annual General Meetings were held is given below-

(i) Compositionst

(ii) ComplianceOfficer

(iii) Complaints

SN

NAME OFDIRECTOR

DESIGNATION SALARY Rs BENEFITS BONUS STOCKOPTIONS

PENSION

1 RahulinderSingh Sidhu

ManagingDirector

960000- - - - -

2 Neha Sidhu Whole TimeDirector

840000- - - - -

Name Category Designation

Isher Singh Independent Non Executive Chairman

Rupinder Kaur Independent Non Executive Member

Rajbir Kaur Independent Non Executive Member

Financial Year Date Time Venue

2012-13 30092013 1100 A M 20 Sector 8A Chandigarh 1100022013-14 30092014 500 PM 20 Sector 8A Chandigarh 110002

2014-15 30092015 500 PM 20 Sector 8A Chandigarh 110002

HIRA AUTOMOBILES LIMITED

36

(ii) Following Special Resolutions were passed in the previous 3 Annual General Meeting

(iii) No special resolution has been passed last year through postal ballot and no special resolution isproposed to be conducted through postal ballot

Quarterly results are normally published in the newspapers and also sent to BSE Limited Physical copy ofannual report which inter alia includes the Directors Report Corporate governance report Audited AccountsCash Flow Statements etc was sent to shareholders by post and also to BSE Limited The quarterly results andannual report isalso available on companys website at under investors section

Date 30092016 Time 0500 PM Day Friday and Venue Registered Office of the Company at 0598 Sector18B Chandigarh 160018

The companys Financial Year starts from 1 April every year and conclude on 31 March next year

The Register of Members and the Share Transfer Books of the Company shall remain closed from 29 day ofSeptember 2016 to 30 day of September 2016 (both days inclusive)

No dividend has been recommended by the Board this year and therefore information under this sub clause is nil

The shares of the Company are listed at BSE Limited only as other regional stock exchanges viz Delhi StockExchange Association Limited Ludhiana Stock Exchange Association Limited and Ahmedabad StockExchange Limited had been de-recoganised in the process of de-recoganition by Securities and ExchangeBoard of India The Company haspaid listing fee to BSE Limited

The Stock Code of the Company on BSE Limited is 531743

There was no trading of shares of the Company and no market price data is available Further Securities of theCompany were not suspended from trading by BSE Limited during last year

The Company has appointed Ms Beetal Financial amp Computer Services Private Ltd New Delhi as CommonAgency (RTA) for Share Transfer work in both modes physical as well as electronically Detail of RTA is as underMs Beetal Financial amp Computer Services Private LimitedBeetal House 3 Floor99 Madangir Behind Local Shopping Center Near Data Harsukhdas MandirNewDelhi- 110062 Ph 011-2996128182 Fax 011-29961284

The companys shares in dematerialized form transferable through depository system and Shares in physicalform are processed by Ms Beetal Financial amp Computer Services Private Limited The Board has authorised ShRahulinder Singh Sidhu Managing Director of the company to approve share transfers and matter relatedtherewith

8 MEANSOFCOMMUNICATION

9 GENERALSHAREHOLDERINFORMATIONAnnual General Meeting

Financial Year

BookClosure

Dividend

Listing

StockCode

StockMarket Data

Registrar andShareTransfer Agents

ShareTransfer System

wwwhiraautomobilescom

st st

th

th

rd

30092013 Nil

30092014 1 Approval for Borrowing Money in excess of the aggregate of the paid up share capital andfree reserves of the Company 2 Amendments in Articles of Association

30092015 Nil

HIRA AUTOMOBILES LIMITED

37

ReconciliationofShareCapital Audit

Distribution of shareholding

Dematerializationof sharesandliquidity

GDRsADRs

Mr Ravinder Kumar Practising Company Secretary carries out the Reconciliation of Share Capital Audit asmandated by SEBI and reports on the reconciliation of total issued and listed Capital with that of total sharecapital admitted held in dematerialized form with NSDL and CDSL and those held in physical form This audit iscarried out on quarterly basis and the report thereof is submitted to the Stock Exchanges

Detail of distribution of share holding of equity share of the Company by size and ownership class as on31032016 is given as under

The Shares of the company have not been traded on stock exchange during the period under review TheCompany has not been allotted ISIN and number of shares held in dematerialized formis nil

The Company has not issued any GDRsADRsWarrants or any Convertible instruments

UP TO 5000 129 6293 38840 38840000 14106

5001 TO 10000 49 2390 44500 44500000 16162

10001 TO 20000 7 341 10000 10000000 0363220001 TO 30000 4 195 9000 9000000 03269

30001 TO 40000 2 098 6800 6800000 02470

40001 TO 50000 1 049 4400 4400000 01598

50001 TO 100000 1 049 5200 5200000 01889

100001 AND ABOVE 10 585 2634700 2634700000 956876

Indian Promoter-IndividualHUF 11 2635700 9572

Non Resident Individual 1 500 002

Bodies Corporate 1 500 002

Resident Individuals-HUF 190 116740 424

HIRA AUTOMOBILES LIMITED

38

Plant ShowroomLocationsShowroom Locations

Address for correspondence

Related Party Transactions

Compliance

Vigil Mechanism

WhistleBlower Policy

Mandatory Requirements

1 Hira Automobiles Limited Rajbaha Road Patiala Ph No 0175-22091002 Hira Automobiles Limited Malout Road Muktsar Ph No 01633-2620203 Hira Automobiles Limited Village Bhadak Rajpura Ph No 01762-2448814 Hira Automobiles Limited Radha Swami Satsang Road Nabha PhNo 01765-5059595 Hira Automobiles Limited Muktsar Road Malout Ph No01637-2637246 Hira Automobiles Limited Patiala Pehowa Road DevigarhPh No0175-26311527 Hira Automobiles Limited Bathinda Malout Road Gidderbaha8 Hira Automobiles Limited Nabha Road Bhadson9 Hira Automobiles Limited Cheeka road Samana

10 Hira Automobiles Limited Malout Road Killianwali

Following is the address for correspondenceRegistered Office ndash Hira Automobiles Limited 0598 Sector 18-B Chandigarh 160018

There are no materially significant related party transactions that may have potential conflict with the interests ofcompany at large There were transactions with related parties at market price at arms length basis which aredisclosed in Form AOC ndash 2 attached herewith The policy on dealing with related party transactions is availableon web link of the Company

The Company has complied with all the provisions of listing agreement and that no penalties and or strictureshas been imposed on the company by Stock Exchange or SEBI or any statutory authority on any matter relatedto capital markets during the last three years

Detail of Vigil Mechanismis provided in the same heading in Directors Report

Company has formulated the Whistle Blower Policy to safeguard the interest of its stakeholders Directors andemployees to freely communicate and address to the Company their genuine concerns in relation to any illegalor unethical practice being carried out in the Company and that no personnel has been denied access to the auditcommittee

The Company has complied with all the mandatory requirements as stipulated in SEBI (Listing and DisclosureRequirements) Regulations 2015

10 OTHERDISCLOSURES

wwwhiraautomobilescom

HIRA AUTOMOBILES LIMITED

39

MANAGEMENTDISCUSSIONANDANALYSIS REPORT

1 Industrystructureanddevelopment

2 Opportunitiesandthreats

3 Segmentwiseor product wiseperformance

4 Outlook

5 Risksandconcern

6 Internal control systemsandtheir adequacy

HIRA AUTOMOBILES LIMITED

40

7 Discussiononfinancial performancewithrespect tooperational performanceDue to overall recessionary economy and internal competition with the new dealer there has been minoradverse impact on the financial stability of the company with respect to operational performance as the workingcapital limits of the company has increased substantially where as there is no growth in sales In comparison tominor growth in operational performance Profitability of the company has been decreasing during the yearinspite of higher burden of interest expenditure salary and wages and other admistrative expenses

8 HumanRecourses

9 Management of theCompany

Human Resource is considered to be the most prized assetof the company by the management Hence the work-forceis being looked after well and ensured that they remain motivated The 360 degree appraisal system ensures theirsatisfaction and brings out their concerns and bikerings which are addressed by the management immediately Thisimproves the employee-management relationship and makes themwork for the better future of the company

As Company has a large network of branches spread over 14 locations in two district of Patiala and Muktsar eachlocation is being managed by a rich experienced deemed CEO who is also known deemed key managerial personnelAll the branches key Managerial Personnel are reporting directly to CMD sitting at Patiala corporate office of thecompany

HIRA AUTOMOBILES LIMITED

41

COMPLIANCECERTIFICATEBYCHIEFEXECUTIVEOFFICERANDCHIEFFINANCIALOFFICER

We Rahulinder Singh Sidhu Managing Director and Sandeep Rana Chief Financial Officer of the Companyhereby certify thatA We have reviewed financial statements and the cash flow for the year ended 31 March 2016 and that to thebest of our knowledge and belief(1) These statements do not contain any materially untrue statement or omit any material fact or containstatements that might be misleading(2) These statements together present a true and fair view of the company affairs and are in compliance withexisting accounting standards applicable laws and regulationsB There are to the best of our knowledge and belief no transactions entered into by the Company during theyear that are fraudulent illegal or volatile to the companyscode of conductC We accept responsibility for establishing and maintaining internal controls for financial Reporting and that wehave evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting andwe have disclosed to the auditors and the audit committee deficiencies in the design or operation of such internalcontrols if any of which they are aware and the steps they have taken or propose to take to rectify thesedeficienciesD We have indicated to the auditorsand the Audit committee(1) Significant changes in internal control over financial reporting during the year(2) Significant changes in accounting policies during the year and that the same have been disclosed in thenotes to the financial statements and(3) There were no instances of fraud of which they have become aware and the involvement therein of themanagement or an employee having a significant role in the companys internal control system over financialreporting

I Rahulinder Singh Sidhu Managing Director of the Company hereby declare that all Board Members andSenior Management Personnel have affirmed compliance with the code of conduct for the Directors and SeniorManagement Personnel as approved by the Board for the Financial Year ended 31 March 2016

For

st

st

HIRA AUTOMOBILES LIMITED

42

AUDITORS CERTIFICATEONCORPORATEGOVERNANCE

The Board of DirectorsHira Automobiles LimitedChandigarh

We have examined the compliance of conditions of Corporate Governance by Hira Automobiles Limited for thefinancial year ended March 31 2016 as stipulated in the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015

The compliance of conditions of Corporate Governance is the responsibility of the management Ourexamination was limited to procedures and implementation thereof adopted by the company for ensuring thecompliance of the conditions of the Corporate Governance It is neither an audit nor an expression of opinion onthe financial statements of the company

In our opinion and to the best of our information and according to the explanations given to us we certify that thecompany has complied with the conditions of Corporate Governance as stipulated in the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015

We further state that such compliance is neither an assurance as to the future viability of the company nor theefficiency of effectiveness with which the management has conducted the affairs of the company

HIRA AUTOMOBILES LIMITED

43 HIRA AUTOMOBILES LIMITED

4

5

OPINION

REPORTONOTHERLEGALANDREGULATORYREQUIREMENTS

44 HIRA AUTOMOBILES LIMITED

Annexureldquo Ardquoto the Independent Auditors Report on the Standalone Financial Statements of Hira Automobiles Limited(Referred to in paragraph 1 (f) under Report on Other Legal and Regulatory Requirements of our report of evendate)

REPORT ON THE INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING UNDER CLAUSE (i)OF SUBSECTION3 OF SECTION 143 OF THE COMPANIES ACT 2013 (ldquoTHE ACTrdquo)

We have audited the internal financial controls over financial reporting of hira automobiles LIMITED (ldquotheCompanyrdquo) as of March 31 2016 in conjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

The Companys management is responsible for establishing and maintaining internal financial controlsbased onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the ldquoGuidance Noterdquo) issued by the Institute of Chartered Accountants of India These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherence to Companyspolicies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financial information as requiredunder the Companies Act 2013

Our responsibility is to express an opinion on the Companys internal financial controls over financial reportingbased on our audit We conducted our audit in accordance with the Guidance Note and the Standards onAuditing prescribed under Section 143(10) of the Companies Act 2013 to the extent applicable to an audit ofinternal financial controls Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if such controls operatedeffectively in all material respects Our audit involves performing procedures to obtain audit evidence about theadequacy of the internal financial controls system over financial reporting and their operating effectiveness Ouraudit of internal financial controls over financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditors judgement including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internalfinancial controlssystem over financial reporting

MANAGEMENTSRESPONSIBILITYFORINTERNALFINANCIALCONTROLS

AUDITORS RESPONSIBILITY

45 HIRA AUTOMOBILES LIMITED

MEANINGOFINTERNALFINANCIALCONTROLSOVERFINANCIALREPORTING

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVERFINANCIAL REPORTING

OPINION

A companys internal financial control over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles A companys internal financial controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of thecompany (2) provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and that receipts andpayments of the company are being made only in accordance with authorisation of management and directors ofthe company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the companys assets that could have a material effect on the financialstatements

Because of the inherent limitations of internal financial controls over financial reporting including thepossibility of collusion or improper management override of controls material misstatements due to error orfraud may occur and not be detected Also projections of any evaluation of the internal financial controlsover financial reporting to future periods are subject to the risk that the internal financial control over financialreporting may become inadequate because of changes in conditions or that the degree of compliance withthe policies or procedures may deteriorate

in our opinion to the best of our information and according to the explanations given to us the Companyhas in all material respects an adequate internal financial controls system over financial reporting and suchinternal financial controls over financial reporting were operating effectively as at March 31 2016 based onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note

46 HIRA AUTOMOBILES LIMITED

Annexure B To Auditors ReportAnnexure referred to in paragraph 3 of our report of even date

1 (a) The Company has maintained proper records showing full particulars including quantitativedetailsand situation of fixed assets at Corporate Office and in the process of maintaining at outlets

(b) We have been informed that the fixed assets of the company have been physically verified by themanagement at reasonable intervals and no material discrepancies were noticed on such verification

2 (a) As informed to us physical verification of inventory of the company has been conducted by themanagement at reasonable intervals (b) In our opinion and according to the explanations givento us the procedures of Physical verification of inventory followed by the management arereasonable and adequate in relation to the size of the company and the nature of its business

(c) In our opinion and according to the explanations given to us the Company is maintainingproper records of inventory We have been informed that no material discrepancies have been noticedon physical verification as compared to records

3 (a) According to the information and explanation given to us the Company has advanced inter corporatedeposits to three companies covered in the register maintained under section 189 of the CompaniesAct2013 and there is no stipulation as to the time period for recovery of principal and interest amount ofunsecured loan given

(b) Further as there is no stipulation as to the time period for recovery of principal amount ofunsecured loan given we are unable to comment on the overdue amount in respect of thesaid loan

4 In our opinion and according to the information and explanations given to us the Company has compliedwith the provisions of Sections 185 and 186 of the CompaniesAct 2013 in respect of grant of loans makinginvestments and providing guarantees and securities

5 According to the information and explanation given to us the Company has not accepted deposits frompublic Advances from customers for sale of vehicles and against sale promotion schemes run by theCompany to promote its sale are received and paid in the ordinary course of business

6 The maintenance of cost records under section 148(1) of the CompaniesAct 2013 has not been prescribedby the Central government for the Companysince it is not manufacturing Company

7 (a) According to the information and explanations given to us the company is generally regular indepositing all statutory dues including provident fund investor education and protection fundemployees state insurance income tax sales tax wealth tax custom duty excise duty cess and anyother statutory due with appropriate authority during the year

(b) According to the information and explanations given to us there are no disputed amount payables inrespect of provident fund investor education and protection fund employees state insurance incometax sales tax wealth tax customduty excise duty cess by the Company

(c ) No amount was lying with the company which was required to be transferred to investor education andprotection fund in accordance with the relevant provisions of the CompaniesAct 1956 (1 of 1956) andrulesmade there under

8 As informed to us the companyhas not defaulted in repayment of dues to financial institutions or banks

9 As informed to us the company has not given any guarantee for loans taken by others from bank orfinancial institutions

47 HIRA AUTOMOBILES LIMITED

10 As informed to us the proceeds of the term loans taken by the company are applied for the purpose forwhich the loans were obtained

11 Based on the audit procedures performed for the purpose of reporting the true and fair view of the financialstatements and as per the information and explanation given by the management we report that no fraudby the company has been noticed or reported during the course of our audit

48 HIRA AUTOMOBILES LIMITED

49

Particulars Note No As at As atMarch 312016 March 312015

I EQUITY AND LIABILITIES(1) Shareholders funds

(a) Share capital 2 2753440000 2753440000(b) Reserves and Surplus 3 6240053700 5676970200

(2) Non-current liabilities(a) Long term borrowings 4 10202167800 9006585600(b) Deferred tax liabilities (net) 5 1662638300 1542080600(c) Other long-term liabilities 6 5734992800 5067035200

(d) Long-term provisions 7 1339912400 1244415300(3) Current liabilities

(a) Short term Borrowings 8 49363423500 59501393100(b) Trade payables 9 1502741100 6123301200(c) Other current liabilities 10 3671194600 4679162300(d) Short term provisions 11 823155600 789863800

Total 83293719800 96384247300ASSETS

(1) Non-Current assets(a) Fixed assets

(i) Tangible assts 12 16817879700 16711642800(ii) Intangible assets 13 - -

(b) Non-current investments 14 1120000 1120000(d) Long-term loans and advances 15 2618538200 2251312400

(2) Current assets(a) Inventories 16 41208502100 40489156300(b) Trade Receivables 17 14372057700 13922503000(d) Cash and Cash equivalents 18 3697504100 11556587000(e) Short-term Loans and Advances 19 4497240800 11399114400(f) Other Current assets 20 80877200 52811400

Total 83293719800 96384247300

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

(IN RUPEES)

Chairman and Managing Director

Balance Sheet

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies 1

50

Particulars Note No Year Ended Year EndedMarch 312016 March 312015

I Revenue from operations 21 310372896800 323733670200II Other income 22 136994600 525412000III Total Revenue(I+II) 310509891400 324259082200IV Expenses

a Cost of Material Consumed 23 1357073500 1293751900b Purchase of Stock-in-Trade 24 281848216100 294479334400c Changes in Inventories of Finished Goods 25 (719345800) (186205700)d Employee Benefits Expenses 26 12664754100 12944732800e Finance Costs 27 5604834800 4157234900f Depreciation and Amortization expense 12 1358225700 1559476600g Other Expenses 28 7395406500 8383136200

Total Expenses 309509164900 322631461100V Profit before tax (III-IV) 1000726500 1627621100

VI Tax expense(a)Current tax 275985000 473844400(b)Deferred tax 120557700 -

VII Profit for the Year(V-VI) 604183800 1153776700VIII Prior period tax expenses 41100300 75346500IX Earnings per Equity Share(in Rupees) 563083500 1078430200

Basic 219 392Diluted 219 392

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

Profit amp Loss Account

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies

51

Particulars As at March 312016 As at March 312015A Cash Flow from Operating Activities

Net Profit before Tax 1627621100Adjustment forDepreciation 1559476600Interest expenses 4157234900Loss Profit on Sale of Fixed Assets -

Operating ProfitLoss before Working Capital Changes 7344332600Adjustment for(Increase)Decrease in Trade amp Other receivables 940107800(Increase)Decrease in Inventory (186205700)Increase(Decrease) in Trade Payables amp other provisions (4054306400)(Increase)Decrease in Other Loans amp Advances (4635970800)Cash generated from operations (592042500)Taxes Paid (549190900)Previous Year Taxes (Net) -Net Cash from Operating Activities (A) (1141233400)

B Cash Flow from Investing Activities(Purchase) of FixedCapital Expenditure (2227931100)Sale of Fixed Assets 883140700Sale(Purchase) of Investment (315826300)

Net Cash used in Investing Activities (B) (1660616700)C Cash Flow from Finance Activities

Proceeds from Long Term Borrowing (Net) (4869873700)Secured Loan 18024550800Unsecured Loan - 991878400Interest paid (4157234900)Net Cash from Financing Activities (C ) 9989320600

Net increase in Cash and Equivalents (A+B+C) 7187470500Opening Balance of Cash and Cash Equivalents 4369116500

Closing Balance of Cash and Cash Equivalents

1000726500

13582257005604834800

69725800

8033512800

(449554700)(719345800)

(5595236000)68738078008143184100(275985000)

(41100300)7826098800

(1622365700)88177300

(367225800)

(1901414200)

1959036900(10137969600)

(5604834800)(13783767500)

(7859082900)11556587000

3697504100 11556587000

Notes1 Figures in brackets indicate cash outflow2 The above Cash Flow Statement has been prepared under the indirect method set out in AS 3-Cash

Flow Statement as prescribed by Companies (Accouning Stanadards)Rules2006

This is the Cash Flow Statement referred to our report of even date

Cash Flow Statement

HIRA AUTOMOBILES LIMITED

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

For the Year Ended 31 March 2016st

52

Notes to Accounts2 SHARE CAPITAL

As at March 31 2016 As at March 312015(1)AUTHORISED6000000 Equity shares of Rs10-each 6000000000 6000000000

FULLY PAID UP

ISSUEDSUBSCRIBED -2753440 Equity shares of Rs10 each

6000000000 6000000000

2753440000 2753440000

2753440000 2753440000

Shares at the beginning of the accounting Period2753440 Equity shares of Rs10- each 2753440000 2753440000Additions during the year - -Shares outstanding at the end of year 2753440000 2753440000Total 2753440000 2753440000

(a) Rights Preferences and Restrictions Attached to sharesEquity Shares The Company has only one class of equity shares having a par value of Rs 10 per shareEach Shareholder is entitled to one vote per share In the event of liquidation of the company the holder ofequity shares will be entitled to receive any of the remaining of the Company after distribution of allpreferential amounts However no such preferential amount exist currently The distribution will be inproportion to the number of equity shares held by the equity shareholders(b) Detail of Shares held by Shareholders holding more than 5 of the Aggregate Shares in theCompany

Name of Shareholders No of Shares Shareholding as at March31 2016

Rajinder Kaur Bhattal 826000 3000Kuldeep Singh Bhattal 272100 988Rahul Sidhu 270000 981Simran Bajwa 265000 962Manjeet Kaur Sangha 862900 3134

3 RESERVES AND SURPLUSAs at March 312016 As at March 312015

General reserveAt the beginning of the accounting period 723675000

-

-

-

-

723675000Additions during the yearAt the end of the accounting period 723675000 723675000Surplus in Statement of Profit and LossAt the beginning of the accounting period 4953295200 3874865000Additions during the year 563083500 1078430200(balance in statement of profit amp loss ac)prior period expenses written offtransfer tofrom reservesAt the end of the accounting period 5516378700 4953295200

Total 6240053700 56769702004 LONG TERM BORROWINGS

As at March 312016 As at March 312015SECUREDTerm loan(Secured against hypof car and guaranteed bythe directors of the co)

(Secured against Focal Point Properties andguaranteed by directors)

-

5018479300

142138000

5774447600

UNSECUREDLoans from directors 5183688500 3090000000Loans from shareholders and public - -Total 10202167800 9006585600

Term loan

HIRA AUTOMOBILES LIMITED

53

5 DEFERRED TAX LIABILITIES (NET)As at March 312016 As at March 312015

Deferred tax liabilities 1662638300 1542080600Total 1662638300 1542080600

6 OTHER LONG TERM LIABILITIESAs at March 312016 As at March 312015

Sales promotion scheme- Customeradvances

5046479000 4415090000

Security from Employees 688513800 651945200Total 5734992800 5067035200

7 LONG TERM PROVISIONSAs at March 312016 As at March 312015

Gratuity provision 1339912400 1244415300Total 1339912400 1244415300

10 OTHER CURRENT LIABILITIESAs at March 312015

Current maturities of long term debts 880473400 1674618400Interest accrued and due on borrowings - -Value added tax and CST 2185026500 2517359600TDS payable 111535600 157798400Current year taxes payable(net of advance tax) - -

Other payables 494159100 329385900Total 3671194600 4679162300

11 SHORT TERM PROVISIONS

(a) Provisions for employee benefits 823155600 789863800

8 SHORT TERM BORROWINGSAs at March 312016 As at March 312015

Secured loans from banksPunjab National Bank -(secured against hypothecation of stockand book-debts)Gur Mandi Patiala 30680878500 29077205300Gagan Chowk Rajpura 1863121400 1705992300New Grain Market Muktsar and Malout 842363700 757042200Inventory funding 15977059900 27961153300(secured against hypothecation of stockand book-debts)Total 49363423500 59501393100

9 TRADE PAYABLESAs at March 312016 As at March 312015

Sundry Creditors 357269200 2822407500Advance from Parties-Interest free 1145471900 3300893700Total 1502741100 6123301200

HIRA AUTOMOBILES LIMITED

As at March 312016 As at March 312015

Total 823155600 789863800

As at March 312016

54 HIRA AUTOMOBILES LIMITED

14 NON CURRENT INVESTMENTAs at March 312016 As at March 312015

Investment in Shares 1120000 1120000Investment in Mutual Funds - -

Total 1120000 1120000

15 LONG TERM LOANS AND ADVANCESAs at March 312016 As at March 312015

Security Deposits 366283000 337485500(Unsecured considered good unlessOtherwise Stated)Intercorporate Deposits 2252255200 1913826900Total 2618538200 2251312400

16 INVENTORIESAs at March 312016 As at March 312015

(As taken valued amp certified by the management)

Stock in Trade (in respect of goodsacquired for trading )

38093012700 37213584000

Stores Spares amp Loose tools 3115489400 3275572300

Total 41208502100 40489156300

17 TRADE RECEIVABLESAs at March 312016 As at March 312015

(unsecured considered good unlessotherwise stated)(1)Debts outstanding for a period exceeding

six months from the date they are due 513584600 623548900(2)Other debts 13858473100 13298954100Total 14372057700 13922503000

55

18 CASH amp CASH EQUIVALENTS As at March 312016 As at March 312015

(a) Balance with BanksFixed deposits 1260950600 812770600(Earmarked balances with banksheld as margin moneyagainst borrowingsand other commitments)Current accounts 1243916600 6403274200Gold Coins 29547200 29547200(b) Cheques Draft on HandCheques in HandCash in hand

202088500961001200

30714258001239569200

Total 3697504100 11556587000

19 SHORT TERM LOANS amp ADVANCESAs at March 312016 As at March 312015

(Unsecured considered good unlessotherwise stated)advances recoverable in cash orin kind for the value to be received(1)Advance to parties 2541662700 9294257800(2) Receivable from revenue authorities 551783000 569108700(3)Current years taxes recoverable(net ofliability)

332615600 380504500

(4) Other advances 1071179500 1155243400Total 4497240800 11399114400

HIRA AUTOMOBILES LIMITED

56

20 OTHER CURRENT ASSETSAs at March 312016 As at March 312015

Prepaid Expenses 80877200 52811400

Total 52811400

21 REVENUE FROM OPERATIONSAs at March 312016 As at March 312015

Sale of products 290733945600 301324413800Sale of services 9681919400 10435033800

Other operating revenues 9957031800 11974222600310372896800 323733670200

Less Excise duty - -Total 310372896800 323733670200

22 OTHER INCOMEAs at March 312016 As at March 312015

Interest income 87335400 279807100Other Non-operating income 49659200 245604900Total 136994600 525412000

23 COST OF MATERIAL CONSUMEDAs at March 312016 As at March 312015

Purchases Raw-Materials and PackingMaterials

1357073500 1293751900

Add Opening balance of stock - -1357073500 1293751900

Less Closing balance of stock - -Total 1357073500 1293751900

80877200

24 PURCHASE OF STOCK IN TRADEAs at March 312016 As at March 312015

Purchases of Traded goods 281848216100 294479334400

Total 281848216100 294479334400

25 CHANGES IN INVENTORIESAs at March 312016 As at March 312015

Finished Goodsat the beginning of the accounting period - -at the end of the accounting period - -Stock-in-Tradeat the beginning of the accounting period 40489156300 40302950600at the end of the accounting period 41208502100 40489156300Total (719345800) (186205700)

26 EMPLOYEE BENEFIT EXPENSESAs at March 312016 As at March 312015

Salary and Wages 8156996000 9654096800HRA Expenses and other allowance 2733336200 1148756100Contribution to Provident fund 587123100 490338400Contribution to Employees state Insurance fund 157923000 161030000Workers and Staff Welfare 299823200 269213600Gratuity Expenses 95497100 64570600Bonus 420931500 903597900Employees Training and Uniform expenses 213124000 253129400Total 12664754100 12944732800

HIRA AUTOMOBILES LIMITED

57

27 FINANCE COSTSAs at March 312016 As at March 312015

Interest ExpenseInterest to Banks 4309580000 3483884100Interest on Unsecured loans 1196279800 577607600Interest to Customers (36290200) (95330900)Interest to MSIL (121679800) (50429300)Interest to Bank on Vehicle loan 29667800 43272600Bank Charges 227277200 198230800

Total 5604834800 4157234900

28 OTHER EXPENSESAs at March 312016 As at March 312015

Accessories Expenses 9551600 18313400Festival Expenses 30357200 8141000Donation 13123500 9144500Freight Inward 23896900 26399000Power amp Fuel 913761800 911434100Software Usage Charges 91413600 86473500Entertainment Exp 19129900 29106000Rent Rates amp Taxes 701191800 671145200General Expenses 162725500 138611000Godown Rent 57600000 48125000Insurance 161551400 173705300Legal expenses 43474400 60436900Misc Expenses 7073900 3598300News Paper amp Periodicals 9374100 7947200Outside Labour Expenses 284322400 102072700Payment to the Auditors 48313400 15000000Postage amp Courier Expenses 10683600 13298800Professional Charges 147965200 1006744000Printing amp Stationery 165125400 223093400Repair to Buildings and fixed assets 309177500 427256800MDS Expenses 21264900 35806500Telephone Expenses 326712100 525640000Workshop Expenses 325704400 579373600Vehicle Running Expenses 182200200 225090800Other expenses 18263600 405070100Advertisement ExpensesDiscounts

99310800745200400

118382500821623000

Customer welfare 146224200 161357500Demo Expenses amp PDI Expenses 372510300 437441500Sales Promotion 696744200 773152400Sale Commission amp Incentives 160190000 35180000Pool Cancellation and lifting charges 202092600 166694500Marketing Staff Tour expensesTrue Value Expenses

531070200358105500

581622300442725000

Total 7395406500 8383136200

HIRA AUTOMOBILES LIMITED

58 HIRA AUTOMOBILES LIMITED

Post-Employment BenefitsDefined Contribution PlansA defined contribution plan is a post-employment benefit plan under which the Company pays specifiedContributions to a separate entity The Company makes specified monthly contributions towards ProvidentFund Superannuation Fund and Pension Scheme The Companys contribution is recognized as an expense inthe Profit and Loss Statement during the period in which the employee renders the related service

The Company does not deal with Foreign Currency hence AS-11 ldquoEffect of changes in Foreign Exchangesissued bythe Institute of Chartered Accountantsof India isnot applicable

Cash Flow Statements has been prepared following the indirect method set out in the Accounting Standard-3 on ldquoCash Statements ldquoissued by the Institute of Chartered Accountants of India

(i) Income tax expenses for the period comprise of Current Tax amp Deffered Tax(ii) Current tax is measured at the amount expected to be paid to the tax authorities using the applicable tax

Rates of the Income TaxAct 1961(iii) Deferred Tax is calculated on the timing differences being the difference between accounting income and

taxable income which originates in one period and are capable of reversal in one or more subsequentaccounting periods in accordance with the provisions of Accounting Standard -22 on ldquoAccounting forTaxeson Incomerdquo issued by the Institute of Chartered Accountants of IndiaDeferred tax assets are recognized only to the extent that there is a reasonable certainty that sufficientfuture income will be available except that deferred tax assets in case there are unabsorbed depreciationor losses are recognized if there is virtual certainty that sufficient future taxable income will be available torealize the same

Depreciation on Fixed Assets is provided on the basis of Straight Line Method (SLM) Depreciation isprovided based on useful life of the assets as prescribed in Schedule II to the Companies Act 2013

Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and itis probable that an outflow of resources will be required to settle the obligation and a reliable estimate canbe made Provisions are not discounted to their present value and are determined based on the bestestimate required to settle the obligation at the reporting date These estimates are reviewed at eachreporting date and adjusted to reflect the current best estimatesContingent liabilities are disclosed unless the possibility of outflow of resources is remoteContingent assets are neither recognized nor disclosed in the financial statements

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value Animpairment loss is charged to the Profit and Loss Statement in the year in which an asset is identified asimpaired The impairment loss recognized in prior accounting period is reversed if there has been a changein the estimate of recoverable amount

G) ForeignCurrencyTransaction

H) CashFlowStatements

J) Depreciation

K) ProvisionsandContingent liabilities

L) Impairment ofAssets

I) TaxesonIncome

59 HIRA AUTOMOBILES LIMITED

M) EarningsPer Share

N) Segment Reporting

has been made in accordance with the requirement of Accounting Standard (AS) -20 on Earnings PerShare issued by the Institute of Chartered Accountants of India Diluted Earning per share is the same asBasic Earning per share because there is no potential equity shares which would have dilutive effect onearning per shares to equity shareholders

The Company is Authorized Dealer of Maruti Suzuki India Limited (MSIL) and hence is engaged in thebusiness of sale amp service of MSIL vehicles As the basic nature of sale of variants of vehicles is governedby the same set of risk amp returns these have been grouped as single segment as per AccountingStandard(AS-17) on segment reporting issued by the Institute of Chartered Accountants of India

2 Detail in respect of Opening Stock Sales and Closing Stock as follows

3 (a) During the year the company has recognized the following amounts as Defined Contribution Pan in theProfit and Loss Account

i) Employers Contribution to Provident Fund - Rs 5871 Lacsii) Employers Contribution to Employee State Insurance - Rs 1579 Lacs

The calculation of Earnings Per Share (EPS) as disclosed in the Balance Sheet Abstract

(b) During the year the Company has made provision for Gratuity in books asdesigned benefit plan

4 Subsequent to Accounting Standards -22 Accounting for Taxes on Income Issued by the Institute ofCharteredAccountants of India Deferred Tax Expenses of Rs 120557700 for the periods is recognized inthe profit and LossAmount

Calculation of Deferred TaxLiability is as followsWritten down value of Fixed Assets as on 31032016 (As per Company Act) 168178793Written down value of Fixed Assets as on 31032016 (As per Income Tax Act) 114371729bull Timing Difference 53807064bull Tax 3090 16626383bull Deferred Tax Liability as on 31032016 16626383bull Deferred Tax Liability as on 31042015 15420806bull Deferred Tax Liability to be provided for 1205577

5 Legal amp Professional Fees includes Payments to Auditors comprising as follows-i) Statutory Audit fee Rs 10000000ii) Tax audit and Vat audit Fee Rs 5000000

6 Related Party Disclosure in accordance with Accounting Standard-18

Pacific Finlease Pvt LtdRahul Sidhu Enterprises Pvt LtdRSG Studios Pvt Ltd

(a) Enterprises owned or Significantly Influenced by Directors and their Relatives

60 HIRA AUTOMOBILES LIMITED

Particulars Opening Stock Sales Closing StockQty

825VehiclesSpares ampAccessory

Amount(Rs In Lacs)

37213632756

Qty

5627

Amount(Rs In Lacs)2647068260272

Qty

1131

Amount(Rs In Lacs)

38093031155

b)

Pacific Finlease Pvt Ltd

Rahul Sidhu Enterprises Pvt Ltd

RSGStudios Pvt Ltd

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 1915Interest Recovered during the financial year 207

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 14379Interest Recovered during the financial year 035

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 6229Interest Recovered during the financial year 618

7 Calculation of Earning Per Share is as follows Profit after Tax as per Profit amp Loss Account as on 3132016 5630835

For Basic Earning Per share 2753440For Diluted Earning Per Share 2753440

Basic 219Diluted 219

8 Balance confirmation letters have been obtained from some of the parties on test check basis9 Figures of Previous year have been re-grouped and re classified wherever necessary in order to

conform to the current years presentation

As per our report of even date

No of Equity Share (Face value Rs 10- each)

Detail of transaction for the financial year 2015-16

Earning Per Share

61 HIRA AUTOMOBILES LIMITED

Page 25: HIRAAUTOMOBILESLIMITED - bseindia.com · S. Isher Singh Director Mrs. Neha Sidhu Whole time Director Mrs ... Name Rahulinder Singh Sidhu Age 34 Brief Resume Working as Director in

26

RATIOOF REMUNERATION

(i) the ratio of the remuneration of each director to the median remun--eration of the employees of the company for the financial year

4701

(ii) the percentage increase in remuneration of each director Chief FinancialOfficer Chief Executive Officer Company Secretary or Manager if anyin the financial year

Nil

(iii) the percentage increase in the median remuneration of employees inthe financial year

Nil

(iv) the number of permanent employees on the rolls of company 866(v) the explanation on the relationship between average increase inremuneration and company performance

NA

(vi) comparison of the remuneration of the Key Managerial Personnelagainst the performance of the company

As per individual performance

Nil

(viii) average percentile increase already made in the salaries of employeesother than the managerial personnel in the last financial year and itscomparison with the percentile increase in the managerial remunerationand justification thereof and point out if there are any exceptionalcircumstances for increase in the managerial remuneration

Nil

(ix) comparison of the each remuneration of the Key Managerial Personnelagainst the performance of the company

As per individual performance

(x) the key parameters for any variable component of remuneraavailed by the directors

tion Nil

(xi) the ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess ofthe highest paid director during the year

Nil

(xii) Affirmation that the remuneration is as per the remuneration policyof the company

Yes

Vii) Variations in the capitalisation of the company price earningsratio as at the closing date of the current financial year and previousfinancial year and percentage increase over in the marketquotations of the shares of the company in comparison to the rate atwhich the company came out with last public offer incase of listecompanies and in case of unlisted companies the variations in the networth of the company as at the close of the current financial year andprevious financial year

HIRA AUTOMOBILES LIMITED

27 HIRA AUTOMOBILES LIMITED

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee StockPurchase Scheme) Guidelines 1999

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)

Regulations 1993 regarding the Companies Act and dealing with client(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009 and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998

(vi) Factories Act 1948 The Punjab Shops and Commercial Establishments Act 1958 The Payment of WagesAct 1936 The Minimum Wages Act 1948 Employees State Insurance Act 1948 The EmployeesProvident Fund amp Miscellaneous Provisions Act 1952 Payment of Bonus Act 1965 The Payment ofGratuity Act 1972 The Industrial Employment (Standing Orders) Act 1946 The Employment Exchange(Compulsory Notification of Vacancies) Act 1956 The Environment (Protection) Act 1986 The HazardousWastes (Management Handling amp Trans boundary Movement) Rules 2008 The Water (Prevention ampControl of Pollution) Act 1974 The Air (Prevention amp Control of Pollution) Act 1981 and The Punjab LabourWelfare Fund Act 1965

I have also examined compliance with the applicable clauses of the following

(i) Secretarial Standards issued by The Institute of Company Secretaries of India(ii) The Listing Agreement entered into by the Companywith BSE Limited

During the period under review the Company has complied with the provisions of the Act RulesRegulations Guidelines Standards etc mentioned above except to the extent as mentioned below

1 That Company has not complied with Regulation 38 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 relating to maintaining of minimum publicshareholding by a listed Company

2 That Company Secretary of the Company has resigned and new Company Secretary is to be appointed asrequired under Section 203 of The Companies Act 2013

3 That Company has not deducted and deposited labour welfare fund as required under The Punjab LabourWelfare Fund Act 1965

4 That Statutory bonus as required under Payment of Bonus Act 1965 has not been paid by the Companyduring the year

5 That there are related party transactions which are not in ordinary course of business and which are not atarms length basis

6 That there is carry forward of loans given to parties which are covered under section 185 of the CompaniesAct 2013

7 That the Company has 14 locations and some locations need to get registration under The Punjab Shopsand Commercial Establishments Act 1958 and some locations require factory license under Factories Act1948 whereas some locations require consent authorization for operation of a facility under pollution lawsand The Hazardous Wastes (Management Handling amp Trans boundary Movement) Rules 2008

8 That the periodical returns required to be filed under The Employment Exchange (Compulsory Notificationof Vacancies) Act 1956 has not been filed and are pending

I further report thatThe Board of Directors of the Company is duly constituted with proper balance of Executive Directors NonExecutive Directors and Independent Directors The changes in the composition of the Board of Directors thattook place during the period under review were carried out in compliance with the provisions of the Act

-

28 HIRA AUTOMOBILES LIMITED

Adequate notice is given to all directors to schedule the Board Meetings agenda and detailed notes on agendawere sent at least seven days in advance and a system exists for seeking and obtaining further information andclarifications on the agenda items before the meeting and for meaningful participation at the meeting

Majority decision is carried through while the dissenting members views are captured and recorded as part ofthe minutes

I further report that there are adequate systems and processes in the company commensurate with the size andoperations of the company to monitor and ensure compliance with applicable laws rules regulations andguidelines

This report is to be read with our letter of even date which is annexed as and forms an integralpart of this report

29 HIRA AUTOMOBILES LIMITED

30 HIRA AUTOMOBILES LIMITED

HIRA AUTOMOBILES LIMITEDCODEOF CONDUCT

PERSONTOWHOMTHECODEISAPPLICABLE

( ) GENERALSTANDARDOFCONDUCT

( ) APPLICABLELAWS

( ) CONFLICTOFINTEREST

( ) PROTECTINGCONFIDENTIALINFORMATION

This code is applicable to the following persons (hereinafter referred to as Officers of the company)-All the Board Members-The entire Core group Members of the Companyand heads of the department

1 Officers are expected to exercise good judgment to ensure the safety and welfare of employees consumerscustomers suppliers shareholders lenders and other stakeholders and to maintain a co-operativeefficient positive harmonious and productive work environment practice integrity in inter-personalrelationships work on the principal of mutual trust transparencyand teamwork

2 Officers are expected to acquire and maintain professional competence3 Officers are expected to observe discipline and conduct themselves both on and off-duty in a manner to

uphold the high image of the company4 Officers are expected to assist the company in identifying controlling mitigating and managing business

risks within the companys risk management policy framework5 Officers are expected to assist the company in providing to its employees a work environment free of

harassment and free of discrimination based on race religion creed color physical or mental disability agesex etc

6 Officers should not engage in selling or distribution or be in possession of or use narcoticspsychotropicdrugs or be under influence of alcohol while on duty

7 As Officers represent the Company before the public and various authorities they are expected to dressneatly and appropriately in a manner consistent with the nature of their work and the image of the company

8 Officers should not claim from the company unauthorized personal expenses9 Customersupplierinvestor Relationships- Officers who need to deal with customers suppliers and investors

should understand that they are dealing and therefore should uphold the image and goodwill generated andbuilt-up by the Companyover the year

Officers must acquire adequate Knowledge of all the applicable laws rules regulations order and notificationsunder regulatory framework as applicable to their functions and duties and should follow and comply with thesame and avoid violation breach or infringement thereof

Officers of the Company will avoid conflict of interest Conflict of interest is said to exit when personal interest mayhave a potential conflict with the interest of the company at large Where any transaction involves conflict ofinterest prior approval of the Managing Directors Executive Director and in case of a Director of the Boardshould be obtained

The Companys confidential information is a vita and asset It may relate to product product formula processproduct plans and road maps cost and financial information information as to customers suppliers dealers andemployees business arrangements and agreements as well as to patents trademarks copyrights and tradesecrets For the purpose of this Code confidential information would also include the information obtained by theCompany from a third party under a Non Disclosure Agreement Such confidential information should beprotected and safeguarded against unauthorized personal use and should not be disclosed to any one expect (i)with prior authorization (ii) in the ordinary course of carrying on the business of the Company In the course ofconducting the Companys Business Officers may come in possession of confidential information about itsemployees customers suppliers etc Officers should handle the same with utmost responsibility and prevent itsmisuse

I

II

III

IV

31 HIRA AUTOMOBILES LIMITED

( ) PREVENTIONOFINSIDERTRADING

( ) COMPANYSASSETS

( ) NONCOMPLIANCE

( ) ANYAMENDMENTSORMODIFICATIONTOTHECODEOFCONDUCT

( )ACKNOWLEDGEMENTOFRECEIPTOFCODEOFCONDUCTANDETHICS

1 COMPANY PHILOSOPHY ONCODEOF GOVERNANCE

2 BOARDOF DIRECTORS

V

VI

VII

VIII

IX

Officers are privy to price sensitive inside information and should not use it to make personal gains TheCompany has framed Code of Conduct for prevention of insider trading in the Securities of the CompanyOfficers should follow the same in letter and spirit

Protecting and safeguarding the Companys assets and properties and preventing their unauthorized usepersonal use is one of the key and prime responsibility of Officers Officers are personally responsible of theCompanys funds under their control Officers should use electronic communication facilities like e-mail Internetetc in a legal ethical and appropriate manner and not expose the Company to liability resulting from the illegalunauthorized or unethical use thereof

In case of non-compliance of any of the provisions of this Code of conduct the same shall be reported to theChairman of the Board of Directors of the Company

This Code of Conduct is subject to modification The Board of Directors has the requisite power and the authorityto update and amend the Code of Conduct from time to time

I have received and read the Companys Code of Conduct and Ethics and have understood the standards andpolicies contained therein I agree to comply with the Companys Code of Conduct and Ethics I hereby affirm tothe Company compliance with the Code Conduct and Ethics on an annual basis and also undertake to renewsuch affirmation in the first weekof April every year

Pursuant to Regulation 34 read with Schedule V to the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 a Report on Corporate Governance is givenbelow

The report on Corporate Governance is requirement under Listing Agreement entered into with stockExchange and forms part of the report of the Board of Directors to the shareholders of the Company Thisreport gives an insight into the organizational structure of the Company The vision of the company is to be afinancially sound profitable growth oriented company committed to building and maximizing sustainablevalue for all the shareholders In its endeavor to attain the goal visualized the company is laying maximumemphasis on the effective system of Corporate Governance

(a) CompositionThe present strength of Board of Directors of the Company is five comprising of two Promoter Directors and threeIndependent Directors having diversified professional experience Out of total strength of five Directors two areexecutive and three are Non-Executive The composition of Board of Directors as on 31 March 2016 is asunder

REPORT OF THEBOARDOFDIRECTORS ONCORPORATEGOVERNANCE

st

32 HIRA AUTOMOBILES LIMITED

SN Name DIN Designation Nature of Directorship

1 Rahul Inder SinghSidhu

00447452Chairman and ManagingDirector

Promoter Executive

2 Neha Sidhu 00460875 Whole-time director Promoter Executive

3 Isher Singh 02990779 Director Independent Non Executive4 Rajbir Kaur 06397998 Director Independent Non Executive

5 Rupinder Kaur 06403845 Director Independent Non Executive

6 Ramesh Kumar 00126036 Director Independent Non Executive

Sh Ramesh Kumar has resigned on 31122015 from the office of Director(b) Attendance of each Director at the Board Meetings held during the year 2015-16 and last Annual General

Meeting and number of other Boards or Board Committees in which heshe is a member is as under-

The detail of number of shares and convertible instruments held by non ndash executive directors is given asbelow

Shri Rahulinder Singh Sidhu Managing Director of the Company and Smt Neha Sidhu Whole Time Director on theBoard of Directors are related to each other as husband and wife

(c) During the year fifteen meetings of the Board ofDirectors were held on the following dates-

The familiarization programme imparted to independent directors is disclosed on weblinkof the Company

wwwhiraautomobilescom

33

30042015 30052015 31052015 21072015 31072015 15092015

30092015 31102015 02112015 30112015 02012016 0202201615022016 22022016 10032016

SN Name of non ndash executive Director No of Equity Shares Held No of convertibleinstruments Held

1 Rajbir Kaur Nil NA

2 Rupinder Kaur Nil NA3 Isher Singh Nil NA

Total Nil NA

SN

Name of Director No of BoardMeeting attended

No of otherDirectorship

Membershipin other

Committees

Attendance atlast AGM

1 Rahulinder Singh Sidhu 15 4 - Yes

2 Neha Sidhu 12 4 - Yes

3 Isher Singh 12 - 3 -

4 Rajbir Kaur 6 - 3 -

5 Rupinder Kaur 6 - 3 -

6 Ramesh Kumar 1 4 - -

HIRA AUTOMOBILES LIMITED

34

3 AUDITCOMMITTEE

4NOMINATIONANDREMUNERATIONCOMMITTEE

Remunerationpolicy

The terms of reference of the audit committee include all the matters as provided under Section 177 (4) of TheCompanies Act 2013 and the rules made there under and SEBI (LODR) Regulations 2015

As on 31 March 2016 In compliance with the provisions of Section 177(2) of the Companies Act 2013 AuditCommittee comprises of three Non-Executive Independent Directors five meetings of Audit Committee wereheld during the year under consideration on following dates

The details of members of the audit committee and their attendance is as under-

The terms of reference of Nomination and Remuneration Committee covers all the matters provided under theCompanies Act 2013 and the rules made there under and SEBI (LODR) Regulations 2015

As on 31 March 2016 in compliance with the provisions of Section 178(1) of the Companies Act 2013Nomination and Remuneration Committee comprises of three Non-Executive Independent Directors Twomeetings of Nomination and Remuneration Committee were held during the year under consideration on 30May 2015 and 10 March 2016The details of members of the audit committee and their attendance is as under-

Remuneration policy ensures that the level and composition of remuneration is reasonable and sufficient toattract retain and motivate directors of the quality required to run the company successfully and that relationshipof remuneration to performance is clear and meets appropriate performance benchmarks and that remunerationto directors key managerial personnel and senior management involves a balance between fixed and incentivepay reflecting short and long-term performance objectives appropriate to the working of the company and itsgoals

CompositionandMeetings

CompositionandMeetings

st

st

th

th

30052015 31072015 31102015 15022016 28032016

Name of Directors Position held in theCommittee

Category MEETINGSHeld Attended

Isher Singh Chairman Independent NonExecutive

Five Five

Rupinder Kaur Member Independent NonExecutive

Three Three

Rajbir Kaur Member Independent NonExecutive

Three Three

Name of Directors Position held in theCommittee

Category MEETINGS

Held Attended

Isher Singh Chairman Independent NonExecutive

Two Two

Rupinder Kaur Member Independent Non

Executive

Two Two

Rajbir Kaur Member Independent NonExecutive

Two Two

HIRA AUTOMOBILES LIMITED

35

5 REMUNERATIONOFDIRECTORS

6 STAKEHOLDERS GRIEVANCECOMMITTEE

7 GENERALBODYMEETINGS

There is no pecuniary relationship or transaction of the company with its independent directors other thanpayment of sitting fee to them for attending Board and Committee meetings Following Executive Directors werepaid as per detail given below

and no commission on profits is paid to any of the Directors No stock option has been given to any of theDirectors including Executive Directors

As on 31 March 2016 in compliance with the requirement of Section 178(5) of The Companies Act 2013Stakeholder Relationship Committee comprises of three Non-Executive Independent Directors to consider andresolve the grievances of security holders of the companyper detail given below

Sh Rahul Inder Singh Sidhu Managing Director has been appointed as Compliance officer for the purpose ofcomplying with various provisions of the Guidelines Regulations issued by Securities and Exchange Board ofIndia Listing Agreement with Stock Exchanges

The Company has not received any complaint during the year from the shareholders and there is no pendingcomplaint with the Company

(i) Location and time where last three Annual General Meetings were held is given below-

(i) Compositionst

(ii) ComplianceOfficer

(iii) Complaints

SN

NAME OFDIRECTOR

DESIGNATION SALARY Rs BENEFITS BONUS STOCKOPTIONS

PENSION

1 RahulinderSingh Sidhu

ManagingDirector

960000- - - - -

2 Neha Sidhu Whole TimeDirector

840000- - - - -

Name Category Designation

Isher Singh Independent Non Executive Chairman

Rupinder Kaur Independent Non Executive Member

Rajbir Kaur Independent Non Executive Member

Financial Year Date Time Venue

2012-13 30092013 1100 A M 20 Sector 8A Chandigarh 1100022013-14 30092014 500 PM 20 Sector 8A Chandigarh 110002

2014-15 30092015 500 PM 20 Sector 8A Chandigarh 110002

HIRA AUTOMOBILES LIMITED

36

(ii) Following Special Resolutions were passed in the previous 3 Annual General Meeting

(iii) No special resolution has been passed last year through postal ballot and no special resolution isproposed to be conducted through postal ballot

Quarterly results are normally published in the newspapers and also sent to BSE Limited Physical copy ofannual report which inter alia includes the Directors Report Corporate governance report Audited AccountsCash Flow Statements etc was sent to shareholders by post and also to BSE Limited The quarterly results andannual report isalso available on companys website at under investors section

Date 30092016 Time 0500 PM Day Friday and Venue Registered Office of the Company at 0598 Sector18B Chandigarh 160018

The companys Financial Year starts from 1 April every year and conclude on 31 March next year

The Register of Members and the Share Transfer Books of the Company shall remain closed from 29 day ofSeptember 2016 to 30 day of September 2016 (both days inclusive)

No dividend has been recommended by the Board this year and therefore information under this sub clause is nil

The shares of the Company are listed at BSE Limited only as other regional stock exchanges viz Delhi StockExchange Association Limited Ludhiana Stock Exchange Association Limited and Ahmedabad StockExchange Limited had been de-recoganised in the process of de-recoganition by Securities and ExchangeBoard of India The Company haspaid listing fee to BSE Limited

The Stock Code of the Company on BSE Limited is 531743

There was no trading of shares of the Company and no market price data is available Further Securities of theCompany were not suspended from trading by BSE Limited during last year

The Company has appointed Ms Beetal Financial amp Computer Services Private Ltd New Delhi as CommonAgency (RTA) for Share Transfer work in both modes physical as well as electronically Detail of RTA is as underMs Beetal Financial amp Computer Services Private LimitedBeetal House 3 Floor99 Madangir Behind Local Shopping Center Near Data Harsukhdas MandirNewDelhi- 110062 Ph 011-2996128182 Fax 011-29961284

The companys shares in dematerialized form transferable through depository system and Shares in physicalform are processed by Ms Beetal Financial amp Computer Services Private Limited The Board has authorised ShRahulinder Singh Sidhu Managing Director of the company to approve share transfers and matter relatedtherewith

8 MEANSOFCOMMUNICATION

9 GENERALSHAREHOLDERINFORMATIONAnnual General Meeting

Financial Year

BookClosure

Dividend

Listing

StockCode

StockMarket Data

Registrar andShareTransfer Agents

ShareTransfer System

wwwhiraautomobilescom

st st

th

th

rd

30092013 Nil

30092014 1 Approval for Borrowing Money in excess of the aggregate of the paid up share capital andfree reserves of the Company 2 Amendments in Articles of Association

30092015 Nil

HIRA AUTOMOBILES LIMITED

37

ReconciliationofShareCapital Audit

Distribution of shareholding

Dematerializationof sharesandliquidity

GDRsADRs

Mr Ravinder Kumar Practising Company Secretary carries out the Reconciliation of Share Capital Audit asmandated by SEBI and reports on the reconciliation of total issued and listed Capital with that of total sharecapital admitted held in dematerialized form with NSDL and CDSL and those held in physical form This audit iscarried out on quarterly basis and the report thereof is submitted to the Stock Exchanges

Detail of distribution of share holding of equity share of the Company by size and ownership class as on31032016 is given as under

The Shares of the company have not been traded on stock exchange during the period under review TheCompany has not been allotted ISIN and number of shares held in dematerialized formis nil

The Company has not issued any GDRsADRsWarrants or any Convertible instruments

UP TO 5000 129 6293 38840 38840000 14106

5001 TO 10000 49 2390 44500 44500000 16162

10001 TO 20000 7 341 10000 10000000 0363220001 TO 30000 4 195 9000 9000000 03269

30001 TO 40000 2 098 6800 6800000 02470

40001 TO 50000 1 049 4400 4400000 01598

50001 TO 100000 1 049 5200 5200000 01889

100001 AND ABOVE 10 585 2634700 2634700000 956876

Indian Promoter-IndividualHUF 11 2635700 9572

Non Resident Individual 1 500 002

Bodies Corporate 1 500 002

Resident Individuals-HUF 190 116740 424

HIRA AUTOMOBILES LIMITED

38

Plant ShowroomLocationsShowroom Locations

Address for correspondence

Related Party Transactions

Compliance

Vigil Mechanism

WhistleBlower Policy

Mandatory Requirements

1 Hira Automobiles Limited Rajbaha Road Patiala Ph No 0175-22091002 Hira Automobiles Limited Malout Road Muktsar Ph No 01633-2620203 Hira Automobiles Limited Village Bhadak Rajpura Ph No 01762-2448814 Hira Automobiles Limited Radha Swami Satsang Road Nabha PhNo 01765-5059595 Hira Automobiles Limited Muktsar Road Malout Ph No01637-2637246 Hira Automobiles Limited Patiala Pehowa Road DevigarhPh No0175-26311527 Hira Automobiles Limited Bathinda Malout Road Gidderbaha8 Hira Automobiles Limited Nabha Road Bhadson9 Hira Automobiles Limited Cheeka road Samana

10 Hira Automobiles Limited Malout Road Killianwali

Following is the address for correspondenceRegistered Office ndash Hira Automobiles Limited 0598 Sector 18-B Chandigarh 160018

There are no materially significant related party transactions that may have potential conflict with the interests ofcompany at large There were transactions with related parties at market price at arms length basis which aredisclosed in Form AOC ndash 2 attached herewith The policy on dealing with related party transactions is availableon web link of the Company

The Company has complied with all the provisions of listing agreement and that no penalties and or strictureshas been imposed on the company by Stock Exchange or SEBI or any statutory authority on any matter relatedto capital markets during the last three years

Detail of Vigil Mechanismis provided in the same heading in Directors Report

Company has formulated the Whistle Blower Policy to safeguard the interest of its stakeholders Directors andemployees to freely communicate and address to the Company their genuine concerns in relation to any illegalor unethical practice being carried out in the Company and that no personnel has been denied access to the auditcommittee

The Company has complied with all the mandatory requirements as stipulated in SEBI (Listing and DisclosureRequirements) Regulations 2015

10 OTHERDISCLOSURES

wwwhiraautomobilescom

HIRA AUTOMOBILES LIMITED

39

MANAGEMENTDISCUSSIONANDANALYSIS REPORT

1 Industrystructureanddevelopment

2 Opportunitiesandthreats

3 Segmentwiseor product wiseperformance

4 Outlook

5 Risksandconcern

6 Internal control systemsandtheir adequacy

HIRA AUTOMOBILES LIMITED

40

7 Discussiononfinancial performancewithrespect tooperational performanceDue to overall recessionary economy and internal competition with the new dealer there has been minoradverse impact on the financial stability of the company with respect to operational performance as the workingcapital limits of the company has increased substantially where as there is no growth in sales In comparison tominor growth in operational performance Profitability of the company has been decreasing during the yearinspite of higher burden of interest expenditure salary and wages and other admistrative expenses

8 HumanRecourses

9 Management of theCompany

Human Resource is considered to be the most prized assetof the company by the management Hence the work-forceis being looked after well and ensured that they remain motivated The 360 degree appraisal system ensures theirsatisfaction and brings out their concerns and bikerings which are addressed by the management immediately Thisimproves the employee-management relationship and makes themwork for the better future of the company

As Company has a large network of branches spread over 14 locations in two district of Patiala and Muktsar eachlocation is being managed by a rich experienced deemed CEO who is also known deemed key managerial personnelAll the branches key Managerial Personnel are reporting directly to CMD sitting at Patiala corporate office of thecompany

HIRA AUTOMOBILES LIMITED

41

COMPLIANCECERTIFICATEBYCHIEFEXECUTIVEOFFICERANDCHIEFFINANCIALOFFICER

We Rahulinder Singh Sidhu Managing Director and Sandeep Rana Chief Financial Officer of the Companyhereby certify thatA We have reviewed financial statements and the cash flow for the year ended 31 March 2016 and that to thebest of our knowledge and belief(1) These statements do not contain any materially untrue statement or omit any material fact or containstatements that might be misleading(2) These statements together present a true and fair view of the company affairs and are in compliance withexisting accounting standards applicable laws and regulationsB There are to the best of our knowledge and belief no transactions entered into by the Company during theyear that are fraudulent illegal or volatile to the companyscode of conductC We accept responsibility for establishing and maintaining internal controls for financial Reporting and that wehave evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting andwe have disclosed to the auditors and the audit committee deficiencies in the design or operation of such internalcontrols if any of which they are aware and the steps they have taken or propose to take to rectify thesedeficienciesD We have indicated to the auditorsand the Audit committee(1) Significant changes in internal control over financial reporting during the year(2) Significant changes in accounting policies during the year and that the same have been disclosed in thenotes to the financial statements and(3) There were no instances of fraud of which they have become aware and the involvement therein of themanagement or an employee having a significant role in the companys internal control system over financialreporting

I Rahulinder Singh Sidhu Managing Director of the Company hereby declare that all Board Members andSenior Management Personnel have affirmed compliance with the code of conduct for the Directors and SeniorManagement Personnel as approved by the Board for the Financial Year ended 31 March 2016

For

st

st

HIRA AUTOMOBILES LIMITED

42

AUDITORS CERTIFICATEONCORPORATEGOVERNANCE

The Board of DirectorsHira Automobiles LimitedChandigarh

We have examined the compliance of conditions of Corporate Governance by Hira Automobiles Limited for thefinancial year ended March 31 2016 as stipulated in the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015

The compliance of conditions of Corporate Governance is the responsibility of the management Ourexamination was limited to procedures and implementation thereof adopted by the company for ensuring thecompliance of the conditions of the Corporate Governance It is neither an audit nor an expression of opinion onthe financial statements of the company

In our opinion and to the best of our information and according to the explanations given to us we certify that thecompany has complied with the conditions of Corporate Governance as stipulated in the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015

We further state that such compliance is neither an assurance as to the future viability of the company nor theefficiency of effectiveness with which the management has conducted the affairs of the company

HIRA AUTOMOBILES LIMITED

43 HIRA AUTOMOBILES LIMITED

4

5

OPINION

REPORTONOTHERLEGALANDREGULATORYREQUIREMENTS

44 HIRA AUTOMOBILES LIMITED

Annexureldquo Ardquoto the Independent Auditors Report on the Standalone Financial Statements of Hira Automobiles Limited(Referred to in paragraph 1 (f) under Report on Other Legal and Regulatory Requirements of our report of evendate)

REPORT ON THE INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING UNDER CLAUSE (i)OF SUBSECTION3 OF SECTION 143 OF THE COMPANIES ACT 2013 (ldquoTHE ACTrdquo)

We have audited the internal financial controls over financial reporting of hira automobiles LIMITED (ldquotheCompanyrdquo) as of March 31 2016 in conjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

The Companys management is responsible for establishing and maintaining internal financial controlsbased onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the ldquoGuidance Noterdquo) issued by the Institute of Chartered Accountants of India These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherence to Companyspolicies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financial information as requiredunder the Companies Act 2013

Our responsibility is to express an opinion on the Companys internal financial controls over financial reportingbased on our audit We conducted our audit in accordance with the Guidance Note and the Standards onAuditing prescribed under Section 143(10) of the Companies Act 2013 to the extent applicable to an audit ofinternal financial controls Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if such controls operatedeffectively in all material respects Our audit involves performing procedures to obtain audit evidence about theadequacy of the internal financial controls system over financial reporting and their operating effectiveness Ouraudit of internal financial controls over financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditors judgement including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internalfinancial controlssystem over financial reporting

MANAGEMENTSRESPONSIBILITYFORINTERNALFINANCIALCONTROLS

AUDITORS RESPONSIBILITY

45 HIRA AUTOMOBILES LIMITED

MEANINGOFINTERNALFINANCIALCONTROLSOVERFINANCIALREPORTING

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVERFINANCIAL REPORTING

OPINION

A companys internal financial control over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles A companys internal financial controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of thecompany (2) provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and that receipts andpayments of the company are being made only in accordance with authorisation of management and directors ofthe company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the companys assets that could have a material effect on the financialstatements

Because of the inherent limitations of internal financial controls over financial reporting including thepossibility of collusion or improper management override of controls material misstatements due to error orfraud may occur and not be detected Also projections of any evaluation of the internal financial controlsover financial reporting to future periods are subject to the risk that the internal financial control over financialreporting may become inadequate because of changes in conditions or that the degree of compliance withthe policies or procedures may deteriorate

in our opinion to the best of our information and according to the explanations given to us the Companyhas in all material respects an adequate internal financial controls system over financial reporting and suchinternal financial controls over financial reporting were operating effectively as at March 31 2016 based onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note

46 HIRA AUTOMOBILES LIMITED

Annexure B To Auditors ReportAnnexure referred to in paragraph 3 of our report of even date

1 (a) The Company has maintained proper records showing full particulars including quantitativedetailsand situation of fixed assets at Corporate Office and in the process of maintaining at outlets

(b) We have been informed that the fixed assets of the company have been physically verified by themanagement at reasonable intervals and no material discrepancies were noticed on such verification

2 (a) As informed to us physical verification of inventory of the company has been conducted by themanagement at reasonable intervals (b) In our opinion and according to the explanations givento us the procedures of Physical verification of inventory followed by the management arereasonable and adequate in relation to the size of the company and the nature of its business

(c) In our opinion and according to the explanations given to us the Company is maintainingproper records of inventory We have been informed that no material discrepancies have been noticedon physical verification as compared to records

3 (a) According to the information and explanation given to us the Company has advanced inter corporatedeposits to three companies covered in the register maintained under section 189 of the CompaniesAct2013 and there is no stipulation as to the time period for recovery of principal and interest amount ofunsecured loan given

(b) Further as there is no stipulation as to the time period for recovery of principal amount ofunsecured loan given we are unable to comment on the overdue amount in respect of thesaid loan

4 In our opinion and according to the information and explanations given to us the Company has compliedwith the provisions of Sections 185 and 186 of the CompaniesAct 2013 in respect of grant of loans makinginvestments and providing guarantees and securities

5 According to the information and explanation given to us the Company has not accepted deposits frompublic Advances from customers for sale of vehicles and against sale promotion schemes run by theCompany to promote its sale are received and paid in the ordinary course of business

6 The maintenance of cost records under section 148(1) of the CompaniesAct 2013 has not been prescribedby the Central government for the Companysince it is not manufacturing Company

7 (a) According to the information and explanations given to us the company is generally regular indepositing all statutory dues including provident fund investor education and protection fundemployees state insurance income tax sales tax wealth tax custom duty excise duty cess and anyother statutory due with appropriate authority during the year

(b) According to the information and explanations given to us there are no disputed amount payables inrespect of provident fund investor education and protection fund employees state insurance incometax sales tax wealth tax customduty excise duty cess by the Company

(c ) No amount was lying with the company which was required to be transferred to investor education andprotection fund in accordance with the relevant provisions of the CompaniesAct 1956 (1 of 1956) andrulesmade there under

8 As informed to us the companyhas not defaulted in repayment of dues to financial institutions or banks

9 As informed to us the company has not given any guarantee for loans taken by others from bank orfinancial institutions

47 HIRA AUTOMOBILES LIMITED

10 As informed to us the proceeds of the term loans taken by the company are applied for the purpose forwhich the loans were obtained

11 Based on the audit procedures performed for the purpose of reporting the true and fair view of the financialstatements and as per the information and explanation given by the management we report that no fraudby the company has been noticed or reported during the course of our audit

48 HIRA AUTOMOBILES LIMITED

49

Particulars Note No As at As atMarch 312016 March 312015

I EQUITY AND LIABILITIES(1) Shareholders funds

(a) Share capital 2 2753440000 2753440000(b) Reserves and Surplus 3 6240053700 5676970200

(2) Non-current liabilities(a) Long term borrowings 4 10202167800 9006585600(b) Deferred tax liabilities (net) 5 1662638300 1542080600(c) Other long-term liabilities 6 5734992800 5067035200

(d) Long-term provisions 7 1339912400 1244415300(3) Current liabilities

(a) Short term Borrowings 8 49363423500 59501393100(b) Trade payables 9 1502741100 6123301200(c) Other current liabilities 10 3671194600 4679162300(d) Short term provisions 11 823155600 789863800

Total 83293719800 96384247300ASSETS

(1) Non-Current assets(a) Fixed assets

(i) Tangible assts 12 16817879700 16711642800(ii) Intangible assets 13 - -

(b) Non-current investments 14 1120000 1120000(d) Long-term loans and advances 15 2618538200 2251312400

(2) Current assets(a) Inventories 16 41208502100 40489156300(b) Trade Receivables 17 14372057700 13922503000(d) Cash and Cash equivalents 18 3697504100 11556587000(e) Short-term Loans and Advances 19 4497240800 11399114400(f) Other Current assets 20 80877200 52811400

Total 83293719800 96384247300

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

(IN RUPEES)

Chairman and Managing Director

Balance Sheet

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies 1

50

Particulars Note No Year Ended Year EndedMarch 312016 March 312015

I Revenue from operations 21 310372896800 323733670200II Other income 22 136994600 525412000III Total Revenue(I+II) 310509891400 324259082200IV Expenses

a Cost of Material Consumed 23 1357073500 1293751900b Purchase of Stock-in-Trade 24 281848216100 294479334400c Changes in Inventories of Finished Goods 25 (719345800) (186205700)d Employee Benefits Expenses 26 12664754100 12944732800e Finance Costs 27 5604834800 4157234900f Depreciation and Amortization expense 12 1358225700 1559476600g Other Expenses 28 7395406500 8383136200

Total Expenses 309509164900 322631461100V Profit before tax (III-IV) 1000726500 1627621100

VI Tax expense(a)Current tax 275985000 473844400(b)Deferred tax 120557700 -

VII Profit for the Year(V-VI) 604183800 1153776700VIII Prior period tax expenses 41100300 75346500IX Earnings per Equity Share(in Rupees) 563083500 1078430200

Basic 219 392Diluted 219 392

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

Profit amp Loss Account

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies

51

Particulars As at March 312016 As at March 312015A Cash Flow from Operating Activities

Net Profit before Tax 1627621100Adjustment forDepreciation 1559476600Interest expenses 4157234900Loss Profit on Sale of Fixed Assets -

Operating ProfitLoss before Working Capital Changes 7344332600Adjustment for(Increase)Decrease in Trade amp Other receivables 940107800(Increase)Decrease in Inventory (186205700)Increase(Decrease) in Trade Payables amp other provisions (4054306400)(Increase)Decrease in Other Loans amp Advances (4635970800)Cash generated from operations (592042500)Taxes Paid (549190900)Previous Year Taxes (Net) -Net Cash from Operating Activities (A) (1141233400)

B Cash Flow from Investing Activities(Purchase) of FixedCapital Expenditure (2227931100)Sale of Fixed Assets 883140700Sale(Purchase) of Investment (315826300)

Net Cash used in Investing Activities (B) (1660616700)C Cash Flow from Finance Activities

Proceeds from Long Term Borrowing (Net) (4869873700)Secured Loan 18024550800Unsecured Loan - 991878400Interest paid (4157234900)Net Cash from Financing Activities (C ) 9989320600

Net increase in Cash and Equivalents (A+B+C) 7187470500Opening Balance of Cash and Cash Equivalents 4369116500

Closing Balance of Cash and Cash Equivalents

1000726500

13582257005604834800

69725800

8033512800

(449554700)(719345800)

(5595236000)68738078008143184100(275985000)

(41100300)7826098800

(1622365700)88177300

(367225800)

(1901414200)

1959036900(10137969600)

(5604834800)(13783767500)

(7859082900)11556587000

3697504100 11556587000

Notes1 Figures in brackets indicate cash outflow2 The above Cash Flow Statement has been prepared under the indirect method set out in AS 3-Cash

Flow Statement as prescribed by Companies (Accouning Stanadards)Rules2006

This is the Cash Flow Statement referred to our report of even date

Cash Flow Statement

HIRA AUTOMOBILES LIMITED

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

For the Year Ended 31 March 2016st

52

Notes to Accounts2 SHARE CAPITAL

As at March 31 2016 As at March 312015(1)AUTHORISED6000000 Equity shares of Rs10-each 6000000000 6000000000

FULLY PAID UP

ISSUEDSUBSCRIBED -2753440 Equity shares of Rs10 each

6000000000 6000000000

2753440000 2753440000

2753440000 2753440000

Shares at the beginning of the accounting Period2753440 Equity shares of Rs10- each 2753440000 2753440000Additions during the year - -Shares outstanding at the end of year 2753440000 2753440000Total 2753440000 2753440000

(a) Rights Preferences and Restrictions Attached to sharesEquity Shares The Company has only one class of equity shares having a par value of Rs 10 per shareEach Shareholder is entitled to one vote per share In the event of liquidation of the company the holder ofequity shares will be entitled to receive any of the remaining of the Company after distribution of allpreferential amounts However no such preferential amount exist currently The distribution will be inproportion to the number of equity shares held by the equity shareholders(b) Detail of Shares held by Shareholders holding more than 5 of the Aggregate Shares in theCompany

Name of Shareholders No of Shares Shareholding as at March31 2016

Rajinder Kaur Bhattal 826000 3000Kuldeep Singh Bhattal 272100 988Rahul Sidhu 270000 981Simran Bajwa 265000 962Manjeet Kaur Sangha 862900 3134

3 RESERVES AND SURPLUSAs at March 312016 As at March 312015

General reserveAt the beginning of the accounting period 723675000

-

-

-

-

723675000Additions during the yearAt the end of the accounting period 723675000 723675000Surplus in Statement of Profit and LossAt the beginning of the accounting period 4953295200 3874865000Additions during the year 563083500 1078430200(balance in statement of profit amp loss ac)prior period expenses written offtransfer tofrom reservesAt the end of the accounting period 5516378700 4953295200

Total 6240053700 56769702004 LONG TERM BORROWINGS

As at March 312016 As at March 312015SECUREDTerm loan(Secured against hypof car and guaranteed bythe directors of the co)

(Secured against Focal Point Properties andguaranteed by directors)

-

5018479300

142138000

5774447600

UNSECUREDLoans from directors 5183688500 3090000000Loans from shareholders and public - -Total 10202167800 9006585600

Term loan

HIRA AUTOMOBILES LIMITED

53

5 DEFERRED TAX LIABILITIES (NET)As at March 312016 As at March 312015

Deferred tax liabilities 1662638300 1542080600Total 1662638300 1542080600

6 OTHER LONG TERM LIABILITIESAs at March 312016 As at March 312015

Sales promotion scheme- Customeradvances

5046479000 4415090000

Security from Employees 688513800 651945200Total 5734992800 5067035200

7 LONG TERM PROVISIONSAs at March 312016 As at March 312015

Gratuity provision 1339912400 1244415300Total 1339912400 1244415300

10 OTHER CURRENT LIABILITIESAs at March 312015

Current maturities of long term debts 880473400 1674618400Interest accrued and due on borrowings - -Value added tax and CST 2185026500 2517359600TDS payable 111535600 157798400Current year taxes payable(net of advance tax) - -

Other payables 494159100 329385900Total 3671194600 4679162300

11 SHORT TERM PROVISIONS

(a) Provisions for employee benefits 823155600 789863800

8 SHORT TERM BORROWINGSAs at March 312016 As at March 312015

Secured loans from banksPunjab National Bank -(secured against hypothecation of stockand book-debts)Gur Mandi Patiala 30680878500 29077205300Gagan Chowk Rajpura 1863121400 1705992300New Grain Market Muktsar and Malout 842363700 757042200Inventory funding 15977059900 27961153300(secured against hypothecation of stockand book-debts)Total 49363423500 59501393100

9 TRADE PAYABLESAs at March 312016 As at March 312015

Sundry Creditors 357269200 2822407500Advance from Parties-Interest free 1145471900 3300893700Total 1502741100 6123301200

HIRA AUTOMOBILES LIMITED

As at March 312016 As at March 312015

Total 823155600 789863800

As at March 312016

54 HIRA AUTOMOBILES LIMITED

14 NON CURRENT INVESTMENTAs at March 312016 As at March 312015

Investment in Shares 1120000 1120000Investment in Mutual Funds - -

Total 1120000 1120000

15 LONG TERM LOANS AND ADVANCESAs at March 312016 As at March 312015

Security Deposits 366283000 337485500(Unsecured considered good unlessOtherwise Stated)Intercorporate Deposits 2252255200 1913826900Total 2618538200 2251312400

16 INVENTORIESAs at March 312016 As at March 312015

(As taken valued amp certified by the management)

Stock in Trade (in respect of goodsacquired for trading )

38093012700 37213584000

Stores Spares amp Loose tools 3115489400 3275572300

Total 41208502100 40489156300

17 TRADE RECEIVABLESAs at March 312016 As at March 312015

(unsecured considered good unlessotherwise stated)(1)Debts outstanding for a period exceeding

six months from the date they are due 513584600 623548900(2)Other debts 13858473100 13298954100Total 14372057700 13922503000

55

18 CASH amp CASH EQUIVALENTS As at March 312016 As at March 312015

(a) Balance with BanksFixed deposits 1260950600 812770600(Earmarked balances with banksheld as margin moneyagainst borrowingsand other commitments)Current accounts 1243916600 6403274200Gold Coins 29547200 29547200(b) Cheques Draft on HandCheques in HandCash in hand

202088500961001200

30714258001239569200

Total 3697504100 11556587000

19 SHORT TERM LOANS amp ADVANCESAs at March 312016 As at March 312015

(Unsecured considered good unlessotherwise stated)advances recoverable in cash orin kind for the value to be received(1)Advance to parties 2541662700 9294257800(2) Receivable from revenue authorities 551783000 569108700(3)Current years taxes recoverable(net ofliability)

332615600 380504500

(4) Other advances 1071179500 1155243400Total 4497240800 11399114400

HIRA AUTOMOBILES LIMITED

56

20 OTHER CURRENT ASSETSAs at March 312016 As at March 312015

Prepaid Expenses 80877200 52811400

Total 52811400

21 REVENUE FROM OPERATIONSAs at March 312016 As at March 312015

Sale of products 290733945600 301324413800Sale of services 9681919400 10435033800

Other operating revenues 9957031800 11974222600310372896800 323733670200

Less Excise duty - -Total 310372896800 323733670200

22 OTHER INCOMEAs at March 312016 As at March 312015

Interest income 87335400 279807100Other Non-operating income 49659200 245604900Total 136994600 525412000

23 COST OF MATERIAL CONSUMEDAs at March 312016 As at March 312015

Purchases Raw-Materials and PackingMaterials

1357073500 1293751900

Add Opening balance of stock - -1357073500 1293751900

Less Closing balance of stock - -Total 1357073500 1293751900

80877200

24 PURCHASE OF STOCK IN TRADEAs at March 312016 As at March 312015

Purchases of Traded goods 281848216100 294479334400

Total 281848216100 294479334400

25 CHANGES IN INVENTORIESAs at March 312016 As at March 312015

Finished Goodsat the beginning of the accounting period - -at the end of the accounting period - -Stock-in-Tradeat the beginning of the accounting period 40489156300 40302950600at the end of the accounting period 41208502100 40489156300Total (719345800) (186205700)

26 EMPLOYEE BENEFIT EXPENSESAs at March 312016 As at March 312015

Salary and Wages 8156996000 9654096800HRA Expenses and other allowance 2733336200 1148756100Contribution to Provident fund 587123100 490338400Contribution to Employees state Insurance fund 157923000 161030000Workers and Staff Welfare 299823200 269213600Gratuity Expenses 95497100 64570600Bonus 420931500 903597900Employees Training and Uniform expenses 213124000 253129400Total 12664754100 12944732800

HIRA AUTOMOBILES LIMITED

57

27 FINANCE COSTSAs at March 312016 As at March 312015

Interest ExpenseInterest to Banks 4309580000 3483884100Interest on Unsecured loans 1196279800 577607600Interest to Customers (36290200) (95330900)Interest to MSIL (121679800) (50429300)Interest to Bank on Vehicle loan 29667800 43272600Bank Charges 227277200 198230800

Total 5604834800 4157234900

28 OTHER EXPENSESAs at March 312016 As at March 312015

Accessories Expenses 9551600 18313400Festival Expenses 30357200 8141000Donation 13123500 9144500Freight Inward 23896900 26399000Power amp Fuel 913761800 911434100Software Usage Charges 91413600 86473500Entertainment Exp 19129900 29106000Rent Rates amp Taxes 701191800 671145200General Expenses 162725500 138611000Godown Rent 57600000 48125000Insurance 161551400 173705300Legal expenses 43474400 60436900Misc Expenses 7073900 3598300News Paper amp Periodicals 9374100 7947200Outside Labour Expenses 284322400 102072700Payment to the Auditors 48313400 15000000Postage amp Courier Expenses 10683600 13298800Professional Charges 147965200 1006744000Printing amp Stationery 165125400 223093400Repair to Buildings and fixed assets 309177500 427256800MDS Expenses 21264900 35806500Telephone Expenses 326712100 525640000Workshop Expenses 325704400 579373600Vehicle Running Expenses 182200200 225090800Other expenses 18263600 405070100Advertisement ExpensesDiscounts

99310800745200400

118382500821623000

Customer welfare 146224200 161357500Demo Expenses amp PDI Expenses 372510300 437441500Sales Promotion 696744200 773152400Sale Commission amp Incentives 160190000 35180000Pool Cancellation and lifting charges 202092600 166694500Marketing Staff Tour expensesTrue Value Expenses

531070200358105500

581622300442725000

Total 7395406500 8383136200

HIRA AUTOMOBILES LIMITED

58 HIRA AUTOMOBILES LIMITED

Post-Employment BenefitsDefined Contribution PlansA defined contribution plan is a post-employment benefit plan under which the Company pays specifiedContributions to a separate entity The Company makes specified monthly contributions towards ProvidentFund Superannuation Fund and Pension Scheme The Companys contribution is recognized as an expense inthe Profit and Loss Statement during the period in which the employee renders the related service

The Company does not deal with Foreign Currency hence AS-11 ldquoEffect of changes in Foreign Exchangesissued bythe Institute of Chartered Accountantsof India isnot applicable

Cash Flow Statements has been prepared following the indirect method set out in the Accounting Standard-3 on ldquoCash Statements ldquoissued by the Institute of Chartered Accountants of India

(i) Income tax expenses for the period comprise of Current Tax amp Deffered Tax(ii) Current tax is measured at the amount expected to be paid to the tax authorities using the applicable tax

Rates of the Income TaxAct 1961(iii) Deferred Tax is calculated on the timing differences being the difference between accounting income and

taxable income which originates in one period and are capable of reversal in one or more subsequentaccounting periods in accordance with the provisions of Accounting Standard -22 on ldquoAccounting forTaxeson Incomerdquo issued by the Institute of Chartered Accountants of IndiaDeferred tax assets are recognized only to the extent that there is a reasonable certainty that sufficientfuture income will be available except that deferred tax assets in case there are unabsorbed depreciationor losses are recognized if there is virtual certainty that sufficient future taxable income will be available torealize the same

Depreciation on Fixed Assets is provided on the basis of Straight Line Method (SLM) Depreciation isprovided based on useful life of the assets as prescribed in Schedule II to the Companies Act 2013

Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and itis probable that an outflow of resources will be required to settle the obligation and a reliable estimate canbe made Provisions are not discounted to their present value and are determined based on the bestestimate required to settle the obligation at the reporting date These estimates are reviewed at eachreporting date and adjusted to reflect the current best estimatesContingent liabilities are disclosed unless the possibility of outflow of resources is remoteContingent assets are neither recognized nor disclosed in the financial statements

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value Animpairment loss is charged to the Profit and Loss Statement in the year in which an asset is identified asimpaired The impairment loss recognized in prior accounting period is reversed if there has been a changein the estimate of recoverable amount

G) ForeignCurrencyTransaction

H) CashFlowStatements

J) Depreciation

K) ProvisionsandContingent liabilities

L) Impairment ofAssets

I) TaxesonIncome

59 HIRA AUTOMOBILES LIMITED

M) EarningsPer Share

N) Segment Reporting

has been made in accordance with the requirement of Accounting Standard (AS) -20 on Earnings PerShare issued by the Institute of Chartered Accountants of India Diluted Earning per share is the same asBasic Earning per share because there is no potential equity shares which would have dilutive effect onearning per shares to equity shareholders

The Company is Authorized Dealer of Maruti Suzuki India Limited (MSIL) and hence is engaged in thebusiness of sale amp service of MSIL vehicles As the basic nature of sale of variants of vehicles is governedby the same set of risk amp returns these have been grouped as single segment as per AccountingStandard(AS-17) on segment reporting issued by the Institute of Chartered Accountants of India

2 Detail in respect of Opening Stock Sales and Closing Stock as follows

3 (a) During the year the company has recognized the following amounts as Defined Contribution Pan in theProfit and Loss Account

i) Employers Contribution to Provident Fund - Rs 5871 Lacsii) Employers Contribution to Employee State Insurance - Rs 1579 Lacs

The calculation of Earnings Per Share (EPS) as disclosed in the Balance Sheet Abstract

(b) During the year the Company has made provision for Gratuity in books asdesigned benefit plan

4 Subsequent to Accounting Standards -22 Accounting for Taxes on Income Issued by the Institute ofCharteredAccountants of India Deferred Tax Expenses of Rs 120557700 for the periods is recognized inthe profit and LossAmount

Calculation of Deferred TaxLiability is as followsWritten down value of Fixed Assets as on 31032016 (As per Company Act) 168178793Written down value of Fixed Assets as on 31032016 (As per Income Tax Act) 114371729bull Timing Difference 53807064bull Tax 3090 16626383bull Deferred Tax Liability as on 31032016 16626383bull Deferred Tax Liability as on 31042015 15420806bull Deferred Tax Liability to be provided for 1205577

5 Legal amp Professional Fees includes Payments to Auditors comprising as follows-i) Statutory Audit fee Rs 10000000ii) Tax audit and Vat audit Fee Rs 5000000

6 Related Party Disclosure in accordance with Accounting Standard-18

Pacific Finlease Pvt LtdRahul Sidhu Enterprises Pvt LtdRSG Studios Pvt Ltd

(a) Enterprises owned or Significantly Influenced by Directors and their Relatives

60 HIRA AUTOMOBILES LIMITED

Particulars Opening Stock Sales Closing StockQty

825VehiclesSpares ampAccessory

Amount(Rs In Lacs)

37213632756

Qty

5627

Amount(Rs In Lacs)2647068260272

Qty

1131

Amount(Rs In Lacs)

38093031155

b)

Pacific Finlease Pvt Ltd

Rahul Sidhu Enterprises Pvt Ltd

RSGStudios Pvt Ltd

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 1915Interest Recovered during the financial year 207

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 14379Interest Recovered during the financial year 035

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 6229Interest Recovered during the financial year 618

7 Calculation of Earning Per Share is as follows Profit after Tax as per Profit amp Loss Account as on 3132016 5630835

For Basic Earning Per share 2753440For Diluted Earning Per Share 2753440

Basic 219Diluted 219

8 Balance confirmation letters have been obtained from some of the parties on test check basis9 Figures of Previous year have been re-grouped and re classified wherever necessary in order to

conform to the current years presentation

As per our report of even date

No of Equity Share (Face value Rs 10- each)

Detail of transaction for the financial year 2015-16

Earning Per Share

61 HIRA AUTOMOBILES LIMITED

Page 26: HIRAAUTOMOBILESLIMITED - bseindia.com · S. Isher Singh Director Mrs. Neha Sidhu Whole time Director Mrs ... Name Rahulinder Singh Sidhu Age 34 Brief Resume Working as Director in

27 HIRA AUTOMOBILES LIMITED

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee StockPurchase Scheme) Guidelines 1999

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)

Regulations 1993 regarding the Companies Act and dealing with client(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009 and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998

(vi) Factories Act 1948 The Punjab Shops and Commercial Establishments Act 1958 The Payment of WagesAct 1936 The Minimum Wages Act 1948 Employees State Insurance Act 1948 The EmployeesProvident Fund amp Miscellaneous Provisions Act 1952 Payment of Bonus Act 1965 The Payment ofGratuity Act 1972 The Industrial Employment (Standing Orders) Act 1946 The Employment Exchange(Compulsory Notification of Vacancies) Act 1956 The Environment (Protection) Act 1986 The HazardousWastes (Management Handling amp Trans boundary Movement) Rules 2008 The Water (Prevention ampControl of Pollution) Act 1974 The Air (Prevention amp Control of Pollution) Act 1981 and The Punjab LabourWelfare Fund Act 1965

I have also examined compliance with the applicable clauses of the following

(i) Secretarial Standards issued by The Institute of Company Secretaries of India(ii) The Listing Agreement entered into by the Companywith BSE Limited

During the period under review the Company has complied with the provisions of the Act RulesRegulations Guidelines Standards etc mentioned above except to the extent as mentioned below

1 That Company has not complied with Regulation 38 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 relating to maintaining of minimum publicshareholding by a listed Company

2 That Company Secretary of the Company has resigned and new Company Secretary is to be appointed asrequired under Section 203 of The Companies Act 2013

3 That Company has not deducted and deposited labour welfare fund as required under The Punjab LabourWelfare Fund Act 1965

4 That Statutory bonus as required under Payment of Bonus Act 1965 has not been paid by the Companyduring the year

5 That there are related party transactions which are not in ordinary course of business and which are not atarms length basis

6 That there is carry forward of loans given to parties which are covered under section 185 of the CompaniesAct 2013

7 That the Company has 14 locations and some locations need to get registration under The Punjab Shopsand Commercial Establishments Act 1958 and some locations require factory license under Factories Act1948 whereas some locations require consent authorization for operation of a facility under pollution lawsand The Hazardous Wastes (Management Handling amp Trans boundary Movement) Rules 2008

8 That the periodical returns required to be filed under The Employment Exchange (Compulsory Notificationof Vacancies) Act 1956 has not been filed and are pending

I further report thatThe Board of Directors of the Company is duly constituted with proper balance of Executive Directors NonExecutive Directors and Independent Directors The changes in the composition of the Board of Directors thattook place during the period under review were carried out in compliance with the provisions of the Act

-

28 HIRA AUTOMOBILES LIMITED

Adequate notice is given to all directors to schedule the Board Meetings agenda and detailed notes on agendawere sent at least seven days in advance and a system exists for seeking and obtaining further information andclarifications on the agenda items before the meeting and for meaningful participation at the meeting

Majority decision is carried through while the dissenting members views are captured and recorded as part ofthe minutes

I further report that there are adequate systems and processes in the company commensurate with the size andoperations of the company to monitor and ensure compliance with applicable laws rules regulations andguidelines

This report is to be read with our letter of even date which is annexed as and forms an integralpart of this report

29 HIRA AUTOMOBILES LIMITED

30 HIRA AUTOMOBILES LIMITED

HIRA AUTOMOBILES LIMITEDCODEOF CONDUCT

PERSONTOWHOMTHECODEISAPPLICABLE

( ) GENERALSTANDARDOFCONDUCT

( ) APPLICABLELAWS

( ) CONFLICTOFINTEREST

( ) PROTECTINGCONFIDENTIALINFORMATION

This code is applicable to the following persons (hereinafter referred to as Officers of the company)-All the Board Members-The entire Core group Members of the Companyand heads of the department

1 Officers are expected to exercise good judgment to ensure the safety and welfare of employees consumerscustomers suppliers shareholders lenders and other stakeholders and to maintain a co-operativeefficient positive harmonious and productive work environment practice integrity in inter-personalrelationships work on the principal of mutual trust transparencyand teamwork

2 Officers are expected to acquire and maintain professional competence3 Officers are expected to observe discipline and conduct themselves both on and off-duty in a manner to

uphold the high image of the company4 Officers are expected to assist the company in identifying controlling mitigating and managing business

risks within the companys risk management policy framework5 Officers are expected to assist the company in providing to its employees a work environment free of

harassment and free of discrimination based on race religion creed color physical or mental disability agesex etc

6 Officers should not engage in selling or distribution or be in possession of or use narcoticspsychotropicdrugs or be under influence of alcohol while on duty

7 As Officers represent the Company before the public and various authorities they are expected to dressneatly and appropriately in a manner consistent with the nature of their work and the image of the company

8 Officers should not claim from the company unauthorized personal expenses9 Customersupplierinvestor Relationships- Officers who need to deal with customers suppliers and investors

should understand that they are dealing and therefore should uphold the image and goodwill generated andbuilt-up by the Companyover the year

Officers must acquire adequate Knowledge of all the applicable laws rules regulations order and notificationsunder regulatory framework as applicable to their functions and duties and should follow and comply with thesame and avoid violation breach or infringement thereof

Officers of the Company will avoid conflict of interest Conflict of interest is said to exit when personal interest mayhave a potential conflict with the interest of the company at large Where any transaction involves conflict ofinterest prior approval of the Managing Directors Executive Director and in case of a Director of the Boardshould be obtained

The Companys confidential information is a vita and asset It may relate to product product formula processproduct plans and road maps cost and financial information information as to customers suppliers dealers andemployees business arrangements and agreements as well as to patents trademarks copyrights and tradesecrets For the purpose of this Code confidential information would also include the information obtained by theCompany from a third party under a Non Disclosure Agreement Such confidential information should beprotected and safeguarded against unauthorized personal use and should not be disclosed to any one expect (i)with prior authorization (ii) in the ordinary course of carrying on the business of the Company In the course ofconducting the Companys Business Officers may come in possession of confidential information about itsemployees customers suppliers etc Officers should handle the same with utmost responsibility and prevent itsmisuse

I

II

III

IV

31 HIRA AUTOMOBILES LIMITED

( ) PREVENTIONOFINSIDERTRADING

( ) COMPANYSASSETS

( ) NONCOMPLIANCE

( ) ANYAMENDMENTSORMODIFICATIONTOTHECODEOFCONDUCT

( )ACKNOWLEDGEMENTOFRECEIPTOFCODEOFCONDUCTANDETHICS

1 COMPANY PHILOSOPHY ONCODEOF GOVERNANCE

2 BOARDOF DIRECTORS

V

VI

VII

VIII

IX

Officers are privy to price sensitive inside information and should not use it to make personal gains TheCompany has framed Code of Conduct for prevention of insider trading in the Securities of the CompanyOfficers should follow the same in letter and spirit

Protecting and safeguarding the Companys assets and properties and preventing their unauthorized usepersonal use is one of the key and prime responsibility of Officers Officers are personally responsible of theCompanys funds under their control Officers should use electronic communication facilities like e-mail Internetetc in a legal ethical and appropriate manner and not expose the Company to liability resulting from the illegalunauthorized or unethical use thereof

In case of non-compliance of any of the provisions of this Code of conduct the same shall be reported to theChairman of the Board of Directors of the Company

This Code of Conduct is subject to modification The Board of Directors has the requisite power and the authorityto update and amend the Code of Conduct from time to time

I have received and read the Companys Code of Conduct and Ethics and have understood the standards andpolicies contained therein I agree to comply with the Companys Code of Conduct and Ethics I hereby affirm tothe Company compliance with the Code Conduct and Ethics on an annual basis and also undertake to renewsuch affirmation in the first weekof April every year

Pursuant to Regulation 34 read with Schedule V to the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 a Report on Corporate Governance is givenbelow

The report on Corporate Governance is requirement under Listing Agreement entered into with stockExchange and forms part of the report of the Board of Directors to the shareholders of the Company Thisreport gives an insight into the organizational structure of the Company The vision of the company is to be afinancially sound profitable growth oriented company committed to building and maximizing sustainablevalue for all the shareholders In its endeavor to attain the goal visualized the company is laying maximumemphasis on the effective system of Corporate Governance

(a) CompositionThe present strength of Board of Directors of the Company is five comprising of two Promoter Directors and threeIndependent Directors having diversified professional experience Out of total strength of five Directors two areexecutive and three are Non-Executive The composition of Board of Directors as on 31 March 2016 is asunder

REPORT OF THEBOARDOFDIRECTORS ONCORPORATEGOVERNANCE

st

32 HIRA AUTOMOBILES LIMITED

SN Name DIN Designation Nature of Directorship

1 Rahul Inder SinghSidhu

00447452Chairman and ManagingDirector

Promoter Executive

2 Neha Sidhu 00460875 Whole-time director Promoter Executive

3 Isher Singh 02990779 Director Independent Non Executive4 Rajbir Kaur 06397998 Director Independent Non Executive

5 Rupinder Kaur 06403845 Director Independent Non Executive

6 Ramesh Kumar 00126036 Director Independent Non Executive

Sh Ramesh Kumar has resigned on 31122015 from the office of Director(b) Attendance of each Director at the Board Meetings held during the year 2015-16 and last Annual General

Meeting and number of other Boards or Board Committees in which heshe is a member is as under-

The detail of number of shares and convertible instruments held by non ndash executive directors is given asbelow

Shri Rahulinder Singh Sidhu Managing Director of the Company and Smt Neha Sidhu Whole Time Director on theBoard of Directors are related to each other as husband and wife

(c) During the year fifteen meetings of the Board ofDirectors were held on the following dates-

The familiarization programme imparted to independent directors is disclosed on weblinkof the Company

wwwhiraautomobilescom

33

30042015 30052015 31052015 21072015 31072015 15092015

30092015 31102015 02112015 30112015 02012016 0202201615022016 22022016 10032016

SN Name of non ndash executive Director No of Equity Shares Held No of convertibleinstruments Held

1 Rajbir Kaur Nil NA

2 Rupinder Kaur Nil NA3 Isher Singh Nil NA

Total Nil NA

SN

Name of Director No of BoardMeeting attended

No of otherDirectorship

Membershipin other

Committees

Attendance atlast AGM

1 Rahulinder Singh Sidhu 15 4 - Yes

2 Neha Sidhu 12 4 - Yes

3 Isher Singh 12 - 3 -

4 Rajbir Kaur 6 - 3 -

5 Rupinder Kaur 6 - 3 -

6 Ramesh Kumar 1 4 - -

HIRA AUTOMOBILES LIMITED

34

3 AUDITCOMMITTEE

4NOMINATIONANDREMUNERATIONCOMMITTEE

Remunerationpolicy

The terms of reference of the audit committee include all the matters as provided under Section 177 (4) of TheCompanies Act 2013 and the rules made there under and SEBI (LODR) Regulations 2015

As on 31 March 2016 In compliance with the provisions of Section 177(2) of the Companies Act 2013 AuditCommittee comprises of three Non-Executive Independent Directors five meetings of Audit Committee wereheld during the year under consideration on following dates

The details of members of the audit committee and their attendance is as under-

The terms of reference of Nomination and Remuneration Committee covers all the matters provided under theCompanies Act 2013 and the rules made there under and SEBI (LODR) Regulations 2015

As on 31 March 2016 in compliance with the provisions of Section 178(1) of the Companies Act 2013Nomination and Remuneration Committee comprises of three Non-Executive Independent Directors Twomeetings of Nomination and Remuneration Committee were held during the year under consideration on 30May 2015 and 10 March 2016The details of members of the audit committee and their attendance is as under-

Remuneration policy ensures that the level and composition of remuneration is reasonable and sufficient toattract retain and motivate directors of the quality required to run the company successfully and that relationshipof remuneration to performance is clear and meets appropriate performance benchmarks and that remunerationto directors key managerial personnel and senior management involves a balance between fixed and incentivepay reflecting short and long-term performance objectives appropriate to the working of the company and itsgoals

CompositionandMeetings

CompositionandMeetings

st

st

th

th

30052015 31072015 31102015 15022016 28032016

Name of Directors Position held in theCommittee

Category MEETINGSHeld Attended

Isher Singh Chairman Independent NonExecutive

Five Five

Rupinder Kaur Member Independent NonExecutive

Three Three

Rajbir Kaur Member Independent NonExecutive

Three Three

Name of Directors Position held in theCommittee

Category MEETINGS

Held Attended

Isher Singh Chairman Independent NonExecutive

Two Two

Rupinder Kaur Member Independent Non

Executive

Two Two

Rajbir Kaur Member Independent NonExecutive

Two Two

HIRA AUTOMOBILES LIMITED

35

5 REMUNERATIONOFDIRECTORS

6 STAKEHOLDERS GRIEVANCECOMMITTEE

7 GENERALBODYMEETINGS

There is no pecuniary relationship or transaction of the company with its independent directors other thanpayment of sitting fee to them for attending Board and Committee meetings Following Executive Directors werepaid as per detail given below

and no commission on profits is paid to any of the Directors No stock option has been given to any of theDirectors including Executive Directors

As on 31 March 2016 in compliance with the requirement of Section 178(5) of The Companies Act 2013Stakeholder Relationship Committee comprises of three Non-Executive Independent Directors to consider andresolve the grievances of security holders of the companyper detail given below

Sh Rahul Inder Singh Sidhu Managing Director has been appointed as Compliance officer for the purpose ofcomplying with various provisions of the Guidelines Regulations issued by Securities and Exchange Board ofIndia Listing Agreement with Stock Exchanges

The Company has not received any complaint during the year from the shareholders and there is no pendingcomplaint with the Company

(i) Location and time where last three Annual General Meetings were held is given below-

(i) Compositionst

(ii) ComplianceOfficer

(iii) Complaints

SN

NAME OFDIRECTOR

DESIGNATION SALARY Rs BENEFITS BONUS STOCKOPTIONS

PENSION

1 RahulinderSingh Sidhu

ManagingDirector

960000- - - - -

2 Neha Sidhu Whole TimeDirector

840000- - - - -

Name Category Designation

Isher Singh Independent Non Executive Chairman

Rupinder Kaur Independent Non Executive Member

Rajbir Kaur Independent Non Executive Member

Financial Year Date Time Venue

2012-13 30092013 1100 A M 20 Sector 8A Chandigarh 1100022013-14 30092014 500 PM 20 Sector 8A Chandigarh 110002

2014-15 30092015 500 PM 20 Sector 8A Chandigarh 110002

HIRA AUTOMOBILES LIMITED

36

(ii) Following Special Resolutions were passed in the previous 3 Annual General Meeting

(iii) No special resolution has been passed last year through postal ballot and no special resolution isproposed to be conducted through postal ballot

Quarterly results are normally published in the newspapers and also sent to BSE Limited Physical copy ofannual report which inter alia includes the Directors Report Corporate governance report Audited AccountsCash Flow Statements etc was sent to shareholders by post and also to BSE Limited The quarterly results andannual report isalso available on companys website at under investors section

Date 30092016 Time 0500 PM Day Friday and Venue Registered Office of the Company at 0598 Sector18B Chandigarh 160018

The companys Financial Year starts from 1 April every year and conclude on 31 March next year

The Register of Members and the Share Transfer Books of the Company shall remain closed from 29 day ofSeptember 2016 to 30 day of September 2016 (both days inclusive)

No dividend has been recommended by the Board this year and therefore information under this sub clause is nil

The shares of the Company are listed at BSE Limited only as other regional stock exchanges viz Delhi StockExchange Association Limited Ludhiana Stock Exchange Association Limited and Ahmedabad StockExchange Limited had been de-recoganised in the process of de-recoganition by Securities and ExchangeBoard of India The Company haspaid listing fee to BSE Limited

The Stock Code of the Company on BSE Limited is 531743

There was no trading of shares of the Company and no market price data is available Further Securities of theCompany were not suspended from trading by BSE Limited during last year

The Company has appointed Ms Beetal Financial amp Computer Services Private Ltd New Delhi as CommonAgency (RTA) for Share Transfer work in both modes physical as well as electronically Detail of RTA is as underMs Beetal Financial amp Computer Services Private LimitedBeetal House 3 Floor99 Madangir Behind Local Shopping Center Near Data Harsukhdas MandirNewDelhi- 110062 Ph 011-2996128182 Fax 011-29961284

The companys shares in dematerialized form transferable through depository system and Shares in physicalform are processed by Ms Beetal Financial amp Computer Services Private Limited The Board has authorised ShRahulinder Singh Sidhu Managing Director of the company to approve share transfers and matter relatedtherewith

8 MEANSOFCOMMUNICATION

9 GENERALSHAREHOLDERINFORMATIONAnnual General Meeting

Financial Year

BookClosure

Dividend

Listing

StockCode

StockMarket Data

Registrar andShareTransfer Agents

ShareTransfer System

wwwhiraautomobilescom

st st

th

th

rd

30092013 Nil

30092014 1 Approval for Borrowing Money in excess of the aggregate of the paid up share capital andfree reserves of the Company 2 Amendments in Articles of Association

30092015 Nil

HIRA AUTOMOBILES LIMITED

37

ReconciliationofShareCapital Audit

Distribution of shareholding

Dematerializationof sharesandliquidity

GDRsADRs

Mr Ravinder Kumar Practising Company Secretary carries out the Reconciliation of Share Capital Audit asmandated by SEBI and reports on the reconciliation of total issued and listed Capital with that of total sharecapital admitted held in dematerialized form with NSDL and CDSL and those held in physical form This audit iscarried out on quarterly basis and the report thereof is submitted to the Stock Exchanges

Detail of distribution of share holding of equity share of the Company by size and ownership class as on31032016 is given as under

The Shares of the company have not been traded on stock exchange during the period under review TheCompany has not been allotted ISIN and number of shares held in dematerialized formis nil

The Company has not issued any GDRsADRsWarrants or any Convertible instruments

UP TO 5000 129 6293 38840 38840000 14106

5001 TO 10000 49 2390 44500 44500000 16162

10001 TO 20000 7 341 10000 10000000 0363220001 TO 30000 4 195 9000 9000000 03269

30001 TO 40000 2 098 6800 6800000 02470

40001 TO 50000 1 049 4400 4400000 01598

50001 TO 100000 1 049 5200 5200000 01889

100001 AND ABOVE 10 585 2634700 2634700000 956876

Indian Promoter-IndividualHUF 11 2635700 9572

Non Resident Individual 1 500 002

Bodies Corporate 1 500 002

Resident Individuals-HUF 190 116740 424

HIRA AUTOMOBILES LIMITED

38

Plant ShowroomLocationsShowroom Locations

Address for correspondence

Related Party Transactions

Compliance

Vigil Mechanism

WhistleBlower Policy

Mandatory Requirements

1 Hira Automobiles Limited Rajbaha Road Patiala Ph No 0175-22091002 Hira Automobiles Limited Malout Road Muktsar Ph No 01633-2620203 Hira Automobiles Limited Village Bhadak Rajpura Ph No 01762-2448814 Hira Automobiles Limited Radha Swami Satsang Road Nabha PhNo 01765-5059595 Hira Automobiles Limited Muktsar Road Malout Ph No01637-2637246 Hira Automobiles Limited Patiala Pehowa Road DevigarhPh No0175-26311527 Hira Automobiles Limited Bathinda Malout Road Gidderbaha8 Hira Automobiles Limited Nabha Road Bhadson9 Hira Automobiles Limited Cheeka road Samana

10 Hira Automobiles Limited Malout Road Killianwali

Following is the address for correspondenceRegistered Office ndash Hira Automobiles Limited 0598 Sector 18-B Chandigarh 160018

There are no materially significant related party transactions that may have potential conflict with the interests ofcompany at large There were transactions with related parties at market price at arms length basis which aredisclosed in Form AOC ndash 2 attached herewith The policy on dealing with related party transactions is availableon web link of the Company

The Company has complied with all the provisions of listing agreement and that no penalties and or strictureshas been imposed on the company by Stock Exchange or SEBI or any statutory authority on any matter relatedto capital markets during the last three years

Detail of Vigil Mechanismis provided in the same heading in Directors Report

Company has formulated the Whistle Blower Policy to safeguard the interest of its stakeholders Directors andemployees to freely communicate and address to the Company their genuine concerns in relation to any illegalor unethical practice being carried out in the Company and that no personnel has been denied access to the auditcommittee

The Company has complied with all the mandatory requirements as stipulated in SEBI (Listing and DisclosureRequirements) Regulations 2015

10 OTHERDISCLOSURES

wwwhiraautomobilescom

HIRA AUTOMOBILES LIMITED

39

MANAGEMENTDISCUSSIONANDANALYSIS REPORT

1 Industrystructureanddevelopment

2 Opportunitiesandthreats

3 Segmentwiseor product wiseperformance

4 Outlook

5 Risksandconcern

6 Internal control systemsandtheir adequacy

HIRA AUTOMOBILES LIMITED

40

7 Discussiononfinancial performancewithrespect tooperational performanceDue to overall recessionary economy and internal competition with the new dealer there has been minoradverse impact on the financial stability of the company with respect to operational performance as the workingcapital limits of the company has increased substantially where as there is no growth in sales In comparison tominor growth in operational performance Profitability of the company has been decreasing during the yearinspite of higher burden of interest expenditure salary and wages and other admistrative expenses

8 HumanRecourses

9 Management of theCompany

Human Resource is considered to be the most prized assetof the company by the management Hence the work-forceis being looked after well and ensured that they remain motivated The 360 degree appraisal system ensures theirsatisfaction and brings out their concerns and bikerings which are addressed by the management immediately Thisimproves the employee-management relationship and makes themwork for the better future of the company

As Company has a large network of branches spread over 14 locations in two district of Patiala and Muktsar eachlocation is being managed by a rich experienced deemed CEO who is also known deemed key managerial personnelAll the branches key Managerial Personnel are reporting directly to CMD sitting at Patiala corporate office of thecompany

HIRA AUTOMOBILES LIMITED

41

COMPLIANCECERTIFICATEBYCHIEFEXECUTIVEOFFICERANDCHIEFFINANCIALOFFICER

We Rahulinder Singh Sidhu Managing Director and Sandeep Rana Chief Financial Officer of the Companyhereby certify thatA We have reviewed financial statements and the cash flow for the year ended 31 March 2016 and that to thebest of our knowledge and belief(1) These statements do not contain any materially untrue statement or omit any material fact or containstatements that might be misleading(2) These statements together present a true and fair view of the company affairs and are in compliance withexisting accounting standards applicable laws and regulationsB There are to the best of our knowledge and belief no transactions entered into by the Company during theyear that are fraudulent illegal or volatile to the companyscode of conductC We accept responsibility for establishing and maintaining internal controls for financial Reporting and that wehave evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting andwe have disclosed to the auditors and the audit committee deficiencies in the design or operation of such internalcontrols if any of which they are aware and the steps they have taken or propose to take to rectify thesedeficienciesD We have indicated to the auditorsand the Audit committee(1) Significant changes in internal control over financial reporting during the year(2) Significant changes in accounting policies during the year and that the same have been disclosed in thenotes to the financial statements and(3) There were no instances of fraud of which they have become aware and the involvement therein of themanagement or an employee having a significant role in the companys internal control system over financialreporting

I Rahulinder Singh Sidhu Managing Director of the Company hereby declare that all Board Members andSenior Management Personnel have affirmed compliance with the code of conduct for the Directors and SeniorManagement Personnel as approved by the Board for the Financial Year ended 31 March 2016

For

st

st

HIRA AUTOMOBILES LIMITED

42

AUDITORS CERTIFICATEONCORPORATEGOVERNANCE

The Board of DirectorsHira Automobiles LimitedChandigarh

We have examined the compliance of conditions of Corporate Governance by Hira Automobiles Limited for thefinancial year ended March 31 2016 as stipulated in the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015

The compliance of conditions of Corporate Governance is the responsibility of the management Ourexamination was limited to procedures and implementation thereof adopted by the company for ensuring thecompliance of the conditions of the Corporate Governance It is neither an audit nor an expression of opinion onthe financial statements of the company

In our opinion and to the best of our information and according to the explanations given to us we certify that thecompany has complied with the conditions of Corporate Governance as stipulated in the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015

We further state that such compliance is neither an assurance as to the future viability of the company nor theefficiency of effectiveness with which the management has conducted the affairs of the company

HIRA AUTOMOBILES LIMITED

43 HIRA AUTOMOBILES LIMITED

4

5

OPINION

REPORTONOTHERLEGALANDREGULATORYREQUIREMENTS

44 HIRA AUTOMOBILES LIMITED

Annexureldquo Ardquoto the Independent Auditors Report on the Standalone Financial Statements of Hira Automobiles Limited(Referred to in paragraph 1 (f) under Report on Other Legal and Regulatory Requirements of our report of evendate)

REPORT ON THE INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING UNDER CLAUSE (i)OF SUBSECTION3 OF SECTION 143 OF THE COMPANIES ACT 2013 (ldquoTHE ACTrdquo)

We have audited the internal financial controls over financial reporting of hira automobiles LIMITED (ldquotheCompanyrdquo) as of March 31 2016 in conjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

The Companys management is responsible for establishing and maintaining internal financial controlsbased onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the ldquoGuidance Noterdquo) issued by the Institute of Chartered Accountants of India These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherence to Companyspolicies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financial information as requiredunder the Companies Act 2013

Our responsibility is to express an opinion on the Companys internal financial controls over financial reportingbased on our audit We conducted our audit in accordance with the Guidance Note and the Standards onAuditing prescribed under Section 143(10) of the Companies Act 2013 to the extent applicable to an audit ofinternal financial controls Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if such controls operatedeffectively in all material respects Our audit involves performing procedures to obtain audit evidence about theadequacy of the internal financial controls system over financial reporting and their operating effectiveness Ouraudit of internal financial controls over financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditors judgement including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internalfinancial controlssystem over financial reporting

MANAGEMENTSRESPONSIBILITYFORINTERNALFINANCIALCONTROLS

AUDITORS RESPONSIBILITY

45 HIRA AUTOMOBILES LIMITED

MEANINGOFINTERNALFINANCIALCONTROLSOVERFINANCIALREPORTING

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVERFINANCIAL REPORTING

OPINION

A companys internal financial control over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles A companys internal financial controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of thecompany (2) provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and that receipts andpayments of the company are being made only in accordance with authorisation of management and directors ofthe company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the companys assets that could have a material effect on the financialstatements

Because of the inherent limitations of internal financial controls over financial reporting including thepossibility of collusion or improper management override of controls material misstatements due to error orfraud may occur and not be detected Also projections of any evaluation of the internal financial controlsover financial reporting to future periods are subject to the risk that the internal financial control over financialreporting may become inadequate because of changes in conditions or that the degree of compliance withthe policies or procedures may deteriorate

in our opinion to the best of our information and according to the explanations given to us the Companyhas in all material respects an adequate internal financial controls system over financial reporting and suchinternal financial controls over financial reporting were operating effectively as at March 31 2016 based onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note

46 HIRA AUTOMOBILES LIMITED

Annexure B To Auditors ReportAnnexure referred to in paragraph 3 of our report of even date

1 (a) The Company has maintained proper records showing full particulars including quantitativedetailsand situation of fixed assets at Corporate Office and in the process of maintaining at outlets

(b) We have been informed that the fixed assets of the company have been physically verified by themanagement at reasonable intervals and no material discrepancies were noticed on such verification

2 (a) As informed to us physical verification of inventory of the company has been conducted by themanagement at reasonable intervals (b) In our opinion and according to the explanations givento us the procedures of Physical verification of inventory followed by the management arereasonable and adequate in relation to the size of the company and the nature of its business

(c) In our opinion and according to the explanations given to us the Company is maintainingproper records of inventory We have been informed that no material discrepancies have been noticedon physical verification as compared to records

3 (a) According to the information and explanation given to us the Company has advanced inter corporatedeposits to three companies covered in the register maintained under section 189 of the CompaniesAct2013 and there is no stipulation as to the time period for recovery of principal and interest amount ofunsecured loan given

(b) Further as there is no stipulation as to the time period for recovery of principal amount ofunsecured loan given we are unable to comment on the overdue amount in respect of thesaid loan

4 In our opinion and according to the information and explanations given to us the Company has compliedwith the provisions of Sections 185 and 186 of the CompaniesAct 2013 in respect of grant of loans makinginvestments and providing guarantees and securities

5 According to the information and explanation given to us the Company has not accepted deposits frompublic Advances from customers for sale of vehicles and against sale promotion schemes run by theCompany to promote its sale are received and paid in the ordinary course of business

6 The maintenance of cost records under section 148(1) of the CompaniesAct 2013 has not been prescribedby the Central government for the Companysince it is not manufacturing Company

7 (a) According to the information and explanations given to us the company is generally regular indepositing all statutory dues including provident fund investor education and protection fundemployees state insurance income tax sales tax wealth tax custom duty excise duty cess and anyother statutory due with appropriate authority during the year

(b) According to the information and explanations given to us there are no disputed amount payables inrespect of provident fund investor education and protection fund employees state insurance incometax sales tax wealth tax customduty excise duty cess by the Company

(c ) No amount was lying with the company which was required to be transferred to investor education andprotection fund in accordance with the relevant provisions of the CompaniesAct 1956 (1 of 1956) andrulesmade there under

8 As informed to us the companyhas not defaulted in repayment of dues to financial institutions or banks

9 As informed to us the company has not given any guarantee for loans taken by others from bank orfinancial institutions

47 HIRA AUTOMOBILES LIMITED

10 As informed to us the proceeds of the term loans taken by the company are applied for the purpose forwhich the loans were obtained

11 Based on the audit procedures performed for the purpose of reporting the true and fair view of the financialstatements and as per the information and explanation given by the management we report that no fraudby the company has been noticed or reported during the course of our audit

48 HIRA AUTOMOBILES LIMITED

49

Particulars Note No As at As atMarch 312016 March 312015

I EQUITY AND LIABILITIES(1) Shareholders funds

(a) Share capital 2 2753440000 2753440000(b) Reserves and Surplus 3 6240053700 5676970200

(2) Non-current liabilities(a) Long term borrowings 4 10202167800 9006585600(b) Deferred tax liabilities (net) 5 1662638300 1542080600(c) Other long-term liabilities 6 5734992800 5067035200

(d) Long-term provisions 7 1339912400 1244415300(3) Current liabilities

(a) Short term Borrowings 8 49363423500 59501393100(b) Trade payables 9 1502741100 6123301200(c) Other current liabilities 10 3671194600 4679162300(d) Short term provisions 11 823155600 789863800

Total 83293719800 96384247300ASSETS

(1) Non-Current assets(a) Fixed assets

(i) Tangible assts 12 16817879700 16711642800(ii) Intangible assets 13 - -

(b) Non-current investments 14 1120000 1120000(d) Long-term loans and advances 15 2618538200 2251312400

(2) Current assets(a) Inventories 16 41208502100 40489156300(b) Trade Receivables 17 14372057700 13922503000(d) Cash and Cash equivalents 18 3697504100 11556587000(e) Short-term Loans and Advances 19 4497240800 11399114400(f) Other Current assets 20 80877200 52811400

Total 83293719800 96384247300

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

(IN RUPEES)

Chairman and Managing Director

Balance Sheet

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies 1

50

Particulars Note No Year Ended Year EndedMarch 312016 March 312015

I Revenue from operations 21 310372896800 323733670200II Other income 22 136994600 525412000III Total Revenue(I+II) 310509891400 324259082200IV Expenses

a Cost of Material Consumed 23 1357073500 1293751900b Purchase of Stock-in-Trade 24 281848216100 294479334400c Changes in Inventories of Finished Goods 25 (719345800) (186205700)d Employee Benefits Expenses 26 12664754100 12944732800e Finance Costs 27 5604834800 4157234900f Depreciation and Amortization expense 12 1358225700 1559476600g Other Expenses 28 7395406500 8383136200

Total Expenses 309509164900 322631461100V Profit before tax (III-IV) 1000726500 1627621100

VI Tax expense(a)Current tax 275985000 473844400(b)Deferred tax 120557700 -

VII Profit for the Year(V-VI) 604183800 1153776700VIII Prior period tax expenses 41100300 75346500IX Earnings per Equity Share(in Rupees) 563083500 1078430200

Basic 219 392Diluted 219 392

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

Profit amp Loss Account

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies

51

Particulars As at March 312016 As at March 312015A Cash Flow from Operating Activities

Net Profit before Tax 1627621100Adjustment forDepreciation 1559476600Interest expenses 4157234900Loss Profit on Sale of Fixed Assets -

Operating ProfitLoss before Working Capital Changes 7344332600Adjustment for(Increase)Decrease in Trade amp Other receivables 940107800(Increase)Decrease in Inventory (186205700)Increase(Decrease) in Trade Payables amp other provisions (4054306400)(Increase)Decrease in Other Loans amp Advances (4635970800)Cash generated from operations (592042500)Taxes Paid (549190900)Previous Year Taxes (Net) -Net Cash from Operating Activities (A) (1141233400)

B Cash Flow from Investing Activities(Purchase) of FixedCapital Expenditure (2227931100)Sale of Fixed Assets 883140700Sale(Purchase) of Investment (315826300)

Net Cash used in Investing Activities (B) (1660616700)C Cash Flow from Finance Activities

Proceeds from Long Term Borrowing (Net) (4869873700)Secured Loan 18024550800Unsecured Loan - 991878400Interest paid (4157234900)Net Cash from Financing Activities (C ) 9989320600

Net increase in Cash and Equivalents (A+B+C) 7187470500Opening Balance of Cash and Cash Equivalents 4369116500

Closing Balance of Cash and Cash Equivalents

1000726500

13582257005604834800

69725800

8033512800

(449554700)(719345800)

(5595236000)68738078008143184100(275985000)

(41100300)7826098800

(1622365700)88177300

(367225800)

(1901414200)

1959036900(10137969600)

(5604834800)(13783767500)

(7859082900)11556587000

3697504100 11556587000

Notes1 Figures in brackets indicate cash outflow2 The above Cash Flow Statement has been prepared under the indirect method set out in AS 3-Cash

Flow Statement as prescribed by Companies (Accouning Stanadards)Rules2006

This is the Cash Flow Statement referred to our report of even date

Cash Flow Statement

HIRA AUTOMOBILES LIMITED

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

For the Year Ended 31 March 2016st

52

Notes to Accounts2 SHARE CAPITAL

As at March 31 2016 As at March 312015(1)AUTHORISED6000000 Equity shares of Rs10-each 6000000000 6000000000

FULLY PAID UP

ISSUEDSUBSCRIBED -2753440 Equity shares of Rs10 each

6000000000 6000000000

2753440000 2753440000

2753440000 2753440000

Shares at the beginning of the accounting Period2753440 Equity shares of Rs10- each 2753440000 2753440000Additions during the year - -Shares outstanding at the end of year 2753440000 2753440000Total 2753440000 2753440000

(a) Rights Preferences and Restrictions Attached to sharesEquity Shares The Company has only one class of equity shares having a par value of Rs 10 per shareEach Shareholder is entitled to one vote per share In the event of liquidation of the company the holder ofequity shares will be entitled to receive any of the remaining of the Company after distribution of allpreferential amounts However no such preferential amount exist currently The distribution will be inproportion to the number of equity shares held by the equity shareholders(b) Detail of Shares held by Shareholders holding more than 5 of the Aggregate Shares in theCompany

Name of Shareholders No of Shares Shareholding as at March31 2016

Rajinder Kaur Bhattal 826000 3000Kuldeep Singh Bhattal 272100 988Rahul Sidhu 270000 981Simran Bajwa 265000 962Manjeet Kaur Sangha 862900 3134

3 RESERVES AND SURPLUSAs at March 312016 As at March 312015

General reserveAt the beginning of the accounting period 723675000

-

-

-

-

723675000Additions during the yearAt the end of the accounting period 723675000 723675000Surplus in Statement of Profit and LossAt the beginning of the accounting period 4953295200 3874865000Additions during the year 563083500 1078430200(balance in statement of profit amp loss ac)prior period expenses written offtransfer tofrom reservesAt the end of the accounting period 5516378700 4953295200

Total 6240053700 56769702004 LONG TERM BORROWINGS

As at March 312016 As at March 312015SECUREDTerm loan(Secured against hypof car and guaranteed bythe directors of the co)

(Secured against Focal Point Properties andguaranteed by directors)

-

5018479300

142138000

5774447600

UNSECUREDLoans from directors 5183688500 3090000000Loans from shareholders and public - -Total 10202167800 9006585600

Term loan

HIRA AUTOMOBILES LIMITED

53

5 DEFERRED TAX LIABILITIES (NET)As at March 312016 As at March 312015

Deferred tax liabilities 1662638300 1542080600Total 1662638300 1542080600

6 OTHER LONG TERM LIABILITIESAs at March 312016 As at March 312015

Sales promotion scheme- Customeradvances

5046479000 4415090000

Security from Employees 688513800 651945200Total 5734992800 5067035200

7 LONG TERM PROVISIONSAs at March 312016 As at March 312015

Gratuity provision 1339912400 1244415300Total 1339912400 1244415300

10 OTHER CURRENT LIABILITIESAs at March 312015

Current maturities of long term debts 880473400 1674618400Interest accrued and due on borrowings - -Value added tax and CST 2185026500 2517359600TDS payable 111535600 157798400Current year taxes payable(net of advance tax) - -

Other payables 494159100 329385900Total 3671194600 4679162300

11 SHORT TERM PROVISIONS

(a) Provisions for employee benefits 823155600 789863800

8 SHORT TERM BORROWINGSAs at March 312016 As at March 312015

Secured loans from banksPunjab National Bank -(secured against hypothecation of stockand book-debts)Gur Mandi Patiala 30680878500 29077205300Gagan Chowk Rajpura 1863121400 1705992300New Grain Market Muktsar and Malout 842363700 757042200Inventory funding 15977059900 27961153300(secured against hypothecation of stockand book-debts)Total 49363423500 59501393100

9 TRADE PAYABLESAs at March 312016 As at March 312015

Sundry Creditors 357269200 2822407500Advance from Parties-Interest free 1145471900 3300893700Total 1502741100 6123301200

HIRA AUTOMOBILES LIMITED

As at March 312016 As at March 312015

Total 823155600 789863800

As at March 312016

54 HIRA AUTOMOBILES LIMITED

14 NON CURRENT INVESTMENTAs at March 312016 As at March 312015

Investment in Shares 1120000 1120000Investment in Mutual Funds - -

Total 1120000 1120000

15 LONG TERM LOANS AND ADVANCESAs at March 312016 As at March 312015

Security Deposits 366283000 337485500(Unsecured considered good unlessOtherwise Stated)Intercorporate Deposits 2252255200 1913826900Total 2618538200 2251312400

16 INVENTORIESAs at March 312016 As at March 312015

(As taken valued amp certified by the management)

Stock in Trade (in respect of goodsacquired for trading )

38093012700 37213584000

Stores Spares amp Loose tools 3115489400 3275572300

Total 41208502100 40489156300

17 TRADE RECEIVABLESAs at March 312016 As at March 312015

(unsecured considered good unlessotherwise stated)(1)Debts outstanding for a period exceeding

six months from the date they are due 513584600 623548900(2)Other debts 13858473100 13298954100Total 14372057700 13922503000

55

18 CASH amp CASH EQUIVALENTS As at March 312016 As at March 312015

(a) Balance with BanksFixed deposits 1260950600 812770600(Earmarked balances with banksheld as margin moneyagainst borrowingsand other commitments)Current accounts 1243916600 6403274200Gold Coins 29547200 29547200(b) Cheques Draft on HandCheques in HandCash in hand

202088500961001200

30714258001239569200

Total 3697504100 11556587000

19 SHORT TERM LOANS amp ADVANCESAs at March 312016 As at March 312015

(Unsecured considered good unlessotherwise stated)advances recoverable in cash orin kind for the value to be received(1)Advance to parties 2541662700 9294257800(2) Receivable from revenue authorities 551783000 569108700(3)Current years taxes recoverable(net ofliability)

332615600 380504500

(4) Other advances 1071179500 1155243400Total 4497240800 11399114400

HIRA AUTOMOBILES LIMITED

56

20 OTHER CURRENT ASSETSAs at March 312016 As at March 312015

Prepaid Expenses 80877200 52811400

Total 52811400

21 REVENUE FROM OPERATIONSAs at March 312016 As at March 312015

Sale of products 290733945600 301324413800Sale of services 9681919400 10435033800

Other operating revenues 9957031800 11974222600310372896800 323733670200

Less Excise duty - -Total 310372896800 323733670200

22 OTHER INCOMEAs at March 312016 As at March 312015

Interest income 87335400 279807100Other Non-operating income 49659200 245604900Total 136994600 525412000

23 COST OF MATERIAL CONSUMEDAs at March 312016 As at March 312015

Purchases Raw-Materials and PackingMaterials

1357073500 1293751900

Add Opening balance of stock - -1357073500 1293751900

Less Closing balance of stock - -Total 1357073500 1293751900

80877200

24 PURCHASE OF STOCK IN TRADEAs at March 312016 As at March 312015

Purchases of Traded goods 281848216100 294479334400

Total 281848216100 294479334400

25 CHANGES IN INVENTORIESAs at March 312016 As at March 312015

Finished Goodsat the beginning of the accounting period - -at the end of the accounting period - -Stock-in-Tradeat the beginning of the accounting period 40489156300 40302950600at the end of the accounting period 41208502100 40489156300Total (719345800) (186205700)

26 EMPLOYEE BENEFIT EXPENSESAs at March 312016 As at March 312015

Salary and Wages 8156996000 9654096800HRA Expenses and other allowance 2733336200 1148756100Contribution to Provident fund 587123100 490338400Contribution to Employees state Insurance fund 157923000 161030000Workers and Staff Welfare 299823200 269213600Gratuity Expenses 95497100 64570600Bonus 420931500 903597900Employees Training and Uniform expenses 213124000 253129400Total 12664754100 12944732800

HIRA AUTOMOBILES LIMITED

57

27 FINANCE COSTSAs at March 312016 As at March 312015

Interest ExpenseInterest to Banks 4309580000 3483884100Interest on Unsecured loans 1196279800 577607600Interest to Customers (36290200) (95330900)Interest to MSIL (121679800) (50429300)Interest to Bank on Vehicle loan 29667800 43272600Bank Charges 227277200 198230800

Total 5604834800 4157234900

28 OTHER EXPENSESAs at March 312016 As at March 312015

Accessories Expenses 9551600 18313400Festival Expenses 30357200 8141000Donation 13123500 9144500Freight Inward 23896900 26399000Power amp Fuel 913761800 911434100Software Usage Charges 91413600 86473500Entertainment Exp 19129900 29106000Rent Rates amp Taxes 701191800 671145200General Expenses 162725500 138611000Godown Rent 57600000 48125000Insurance 161551400 173705300Legal expenses 43474400 60436900Misc Expenses 7073900 3598300News Paper amp Periodicals 9374100 7947200Outside Labour Expenses 284322400 102072700Payment to the Auditors 48313400 15000000Postage amp Courier Expenses 10683600 13298800Professional Charges 147965200 1006744000Printing amp Stationery 165125400 223093400Repair to Buildings and fixed assets 309177500 427256800MDS Expenses 21264900 35806500Telephone Expenses 326712100 525640000Workshop Expenses 325704400 579373600Vehicle Running Expenses 182200200 225090800Other expenses 18263600 405070100Advertisement ExpensesDiscounts

99310800745200400

118382500821623000

Customer welfare 146224200 161357500Demo Expenses amp PDI Expenses 372510300 437441500Sales Promotion 696744200 773152400Sale Commission amp Incentives 160190000 35180000Pool Cancellation and lifting charges 202092600 166694500Marketing Staff Tour expensesTrue Value Expenses

531070200358105500

581622300442725000

Total 7395406500 8383136200

HIRA AUTOMOBILES LIMITED

58 HIRA AUTOMOBILES LIMITED

Post-Employment BenefitsDefined Contribution PlansA defined contribution plan is a post-employment benefit plan under which the Company pays specifiedContributions to a separate entity The Company makes specified monthly contributions towards ProvidentFund Superannuation Fund and Pension Scheme The Companys contribution is recognized as an expense inthe Profit and Loss Statement during the period in which the employee renders the related service

The Company does not deal with Foreign Currency hence AS-11 ldquoEffect of changes in Foreign Exchangesissued bythe Institute of Chartered Accountantsof India isnot applicable

Cash Flow Statements has been prepared following the indirect method set out in the Accounting Standard-3 on ldquoCash Statements ldquoissued by the Institute of Chartered Accountants of India

(i) Income tax expenses for the period comprise of Current Tax amp Deffered Tax(ii) Current tax is measured at the amount expected to be paid to the tax authorities using the applicable tax

Rates of the Income TaxAct 1961(iii) Deferred Tax is calculated on the timing differences being the difference between accounting income and

taxable income which originates in one period and are capable of reversal in one or more subsequentaccounting periods in accordance with the provisions of Accounting Standard -22 on ldquoAccounting forTaxeson Incomerdquo issued by the Institute of Chartered Accountants of IndiaDeferred tax assets are recognized only to the extent that there is a reasonable certainty that sufficientfuture income will be available except that deferred tax assets in case there are unabsorbed depreciationor losses are recognized if there is virtual certainty that sufficient future taxable income will be available torealize the same

Depreciation on Fixed Assets is provided on the basis of Straight Line Method (SLM) Depreciation isprovided based on useful life of the assets as prescribed in Schedule II to the Companies Act 2013

Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and itis probable that an outflow of resources will be required to settle the obligation and a reliable estimate canbe made Provisions are not discounted to their present value and are determined based on the bestestimate required to settle the obligation at the reporting date These estimates are reviewed at eachreporting date and adjusted to reflect the current best estimatesContingent liabilities are disclosed unless the possibility of outflow of resources is remoteContingent assets are neither recognized nor disclosed in the financial statements

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value Animpairment loss is charged to the Profit and Loss Statement in the year in which an asset is identified asimpaired The impairment loss recognized in prior accounting period is reversed if there has been a changein the estimate of recoverable amount

G) ForeignCurrencyTransaction

H) CashFlowStatements

J) Depreciation

K) ProvisionsandContingent liabilities

L) Impairment ofAssets

I) TaxesonIncome

59 HIRA AUTOMOBILES LIMITED

M) EarningsPer Share

N) Segment Reporting

has been made in accordance with the requirement of Accounting Standard (AS) -20 on Earnings PerShare issued by the Institute of Chartered Accountants of India Diluted Earning per share is the same asBasic Earning per share because there is no potential equity shares which would have dilutive effect onearning per shares to equity shareholders

The Company is Authorized Dealer of Maruti Suzuki India Limited (MSIL) and hence is engaged in thebusiness of sale amp service of MSIL vehicles As the basic nature of sale of variants of vehicles is governedby the same set of risk amp returns these have been grouped as single segment as per AccountingStandard(AS-17) on segment reporting issued by the Institute of Chartered Accountants of India

2 Detail in respect of Opening Stock Sales and Closing Stock as follows

3 (a) During the year the company has recognized the following amounts as Defined Contribution Pan in theProfit and Loss Account

i) Employers Contribution to Provident Fund - Rs 5871 Lacsii) Employers Contribution to Employee State Insurance - Rs 1579 Lacs

The calculation of Earnings Per Share (EPS) as disclosed in the Balance Sheet Abstract

(b) During the year the Company has made provision for Gratuity in books asdesigned benefit plan

4 Subsequent to Accounting Standards -22 Accounting for Taxes on Income Issued by the Institute ofCharteredAccountants of India Deferred Tax Expenses of Rs 120557700 for the periods is recognized inthe profit and LossAmount

Calculation of Deferred TaxLiability is as followsWritten down value of Fixed Assets as on 31032016 (As per Company Act) 168178793Written down value of Fixed Assets as on 31032016 (As per Income Tax Act) 114371729bull Timing Difference 53807064bull Tax 3090 16626383bull Deferred Tax Liability as on 31032016 16626383bull Deferred Tax Liability as on 31042015 15420806bull Deferred Tax Liability to be provided for 1205577

5 Legal amp Professional Fees includes Payments to Auditors comprising as follows-i) Statutory Audit fee Rs 10000000ii) Tax audit and Vat audit Fee Rs 5000000

6 Related Party Disclosure in accordance with Accounting Standard-18

Pacific Finlease Pvt LtdRahul Sidhu Enterprises Pvt LtdRSG Studios Pvt Ltd

(a) Enterprises owned or Significantly Influenced by Directors and their Relatives

60 HIRA AUTOMOBILES LIMITED

Particulars Opening Stock Sales Closing StockQty

825VehiclesSpares ampAccessory

Amount(Rs In Lacs)

37213632756

Qty

5627

Amount(Rs In Lacs)2647068260272

Qty

1131

Amount(Rs In Lacs)

38093031155

b)

Pacific Finlease Pvt Ltd

Rahul Sidhu Enterprises Pvt Ltd

RSGStudios Pvt Ltd

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 1915Interest Recovered during the financial year 207

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 14379Interest Recovered during the financial year 035

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 6229Interest Recovered during the financial year 618

7 Calculation of Earning Per Share is as follows Profit after Tax as per Profit amp Loss Account as on 3132016 5630835

For Basic Earning Per share 2753440For Diluted Earning Per Share 2753440

Basic 219Diluted 219

8 Balance confirmation letters have been obtained from some of the parties on test check basis9 Figures of Previous year have been re-grouped and re classified wherever necessary in order to

conform to the current years presentation

As per our report of even date

No of Equity Share (Face value Rs 10- each)

Detail of transaction for the financial year 2015-16

Earning Per Share

61 HIRA AUTOMOBILES LIMITED

Page 27: HIRAAUTOMOBILESLIMITED - bseindia.com · S. Isher Singh Director Mrs. Neha Sidhu Whole time Director Mrs ... Name Rahulinder Singh Sidhu Age 34 Brief Resume Working as Director in

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee StockPurchase Scheme) Guidelines 1999

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)

Regulations 1993 regarding the Companies Act and dealing with client(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009 and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998

(vi) Factories Act 1948 The Punjab Shops and Commercial Establishments Act 1958 The Payment of WagesAct 1936 The Minimum Wages Act 1948 Employees State Insurance Act 1948 The EmployeesProvident Fund amp Miscellaneous Provisions Act 1952 Payment of Bonus Act 1965 The Payment ofGratuity Act 1972 The Industrial Employment (Standing Orders) Act 1946 The Employment Exchange(Compulsory Notification of Vacancies) Act 1956 The Environment (Protection) Act 1986 The HazardousWastes (Management Handling amp Trans boundary Movement) Rules 2008 The Water (Prevention ampControl of Pollution) Act 1974 The Air (Prevention amp Control of Pollution) Act 1981 and The Punjab LabourWelfare Fund Act 1965

I have also examined compliance with the applicable clauses of the following

(i) Secretarial Standards issued by The Institute of Company Secretaries of India(ii) The Listing Agreement entered into by the Companywith BSE Limited

During the period under review the Company has complied with the provisions of the Act RulesRegulations Guidelines Standards etc mentioned above except to the extent as mentioned below

1 That Company has not complied with Regulation 38 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 relating to maintaining of minimum publicshareholding by a listed Company

2 That Company Secretary of the Company has resigned and new Company Secretary is to be appointed asrequired under Section 203 of The Companies Act 2013

3 That Company has not deducted and deposited labour welfare fund as required under The Punjab LabourWelfare Fund Act 1965

4 That Statutory bonus as required under Payment of Bonus Act 1965 has not been paid by the Companyduring the year

5 That there are related party transactions which are not in ordinary course of business and which are not atarms length basis

6 That there is carry forward of loans given to parties which are covered under section 185 of the CompaniesAct 2013

7 That the Company has 14 locations and some locations need to get registration under The Punjab Shopsand Commercial Establishments Act 1958 and some locations require factory license under Factories Act1948 whereas some locations require consent authorization for operation of a facility under pollution lawsand The Hazardous Wastes (Management Handling amp Trans boundary Movement) Rules 2008

8 That the periodical returns required to be filed under The Employment Exchange (Compulsory Notificationof Vacancies) Act 1956 has not been filed and are pending

I further report thatThe Board of Directors of the Company is duly constituted with proper balance of Executive Directors NonExecutive Directors and Independent Directors The changes in the composition of the Board of Directors thattook place during the period under review were carried out in compliance with the provisions of the Act

-

28 HIRA AUTOMOBILES LIMITED

Adequate notice is given to all directors to schedule the Board Meetings agenda and detailed notes on agendawere sent at least seven days in advance and a system exists for seeking and obtaining further information andclarifications on the agenda items before the meeting and for meaningful participation at the meeting

Majority decision is carried through while the dissenting members views are captured and recorded as part ofthe minutes

I further report that there are adequate systems and processes in the company commensurate with the size andoperations of the company to monitor and ensure compliance with applicable laws rules regulations andguidelines

This report is to be read with our letter of even date which is annexed as and forms an integralpart of this report

29 HIRA AUTOMOBILES LIMITED

30 HIRA AUTOMOBILES LIMITED

HIRA AUTOMOBILES LIMITEDCODEOF CONDUCT

PERSONTOWHOMTHECODEISAPPLICABLE

( ) GENERALSTANDARDOFCONDUCT

( ) APPLICABLELAWS

( ) CONFLICTOFINTEREST

( ) PROTECTINGCONFIDENTIALINFORMATION

This code is applicable to the following persons (hereinafter referred to as Officers of the company)-All the Board Members-The entire Core group Members of the Companyand heads of the department

1 Officers are expected to exercise good judgment to ensure the safety and welfare of employees consumerscustomers suppliers shareholders lenders and other stakeholders and to maintain a co-operativeefficient positive harmonious and productive work environment practice integrity in inter-personalrelationships work on the principal of mutual trust transparencyand teamwork

2 Officers are expected to acquire and maintain professional competence3 Officers are expected to observe discipline and conduct themselves both on and off-duty in a manner to

uphold the high image of the company4 Officers are expected to assist the company in identifying controlling mitigating and managing business

risks within the companys risk management policy framework5 Officers are expected to assist the company in providing to its employees a work environment free of

harassment and free of discrimination based on race religion creed color physical or mental disability agesex etc

6 Officers should not engage in selling or distribution or be in possession of or use narcoticspsychotropicdrugs or be under influence of alcohol while on duty

7 As Officers represent the Company before the public and various authorities they are expected to dressneatly and appropriately in a manner consistent with the nature of their work and the image of the company

8 Officers should not claim from the company unauthorized personal expenses9 Customersupplierinvestor Relationships- Officers who need to deal with customers suppliers and investors

should understand that they are dealing and therefore should uphold the image and goodwill generated andbuilt-up by the Companyover the year

Officers must acquire adequate Knowledge of all the applicable laws rules regulations order and notificationsunder regulatory framework as applicable to their functions and duties and should follow and comply with thesame and avoid violation breach or infringement thereof

Officers of the Company will avoid conflict of interest Conflict of interest is said to exit when personal interest mayhave a potential conflict with the interest of the company at large Where any transaction involves conflict ofinterest prior approval of the Managing Directors Executive Director and in case of a Director of the Boardshould be obtained

The Companys confidential information is a vita and asset It may relate to product product formula processproduct plans and road maps cost and financial information information as to customers suppliers dealers andemployees business arrangements and agreements as well as to patents trademarks copyrights and tradesecrets For the purpose of this Code confidential information would also include the information obtained by theCompany from a third party under a Non Disclosure Agreement Such confidential information should beprotected and safeguarded against unauthorized personal use and should not be disclosed to any one expect (i)with prior authorization (ii) in the ordinary course of carrying on the business of the Company In the course ofconducting the Companys Business Officers may come in possession of confidential information about itsemployees customers suppliers etc Officers should handle the same with utmost responsibility and prevent itsmisuse

I

II

III

IV

31 HIRA AUTOMOBILES LIMITED

( ) PREVENTIONOFINSIDERTRADING

( ) COMPANYSASSETS

( ) NONCOMPLIANCE

( ) ANYAMENDMENTSORMODIFICATIONTOTHECODEOFCONDUCT

( )ACKNOWLEDGEMENTOFRECEIPTOFCODEOFCONDUCTANDETHICS

1 COMPANY PHILOSOPHY ONCODEOF GOVERNANCE

2 BOARDOF DIRECTORS

V

VI

VII

VIII

IX

Officers are privy to price sensitive inside information and should not use it to make personal gains TheCompany has framed Code of Conduct for prevention of insider trading in the Securities of the CompanyOfficers should follow the same in letter and spirit

Protecting and safeguarding the Companys assets and properties and preventing their unauthorized usepersonal use is one of the key and prime responsibility of Officers Officers are personally responsible of theCompanys funds under their control Officers should use electronic communication facilities like e-mail Internetetc in a legal ethical and appropriate manner and not expose the Company to liability resulting from the illegalunauthorized or unethical use thereof

In case of non-compliance of any of the provisions of this Code of conduct the same shall be reported to theChairman of the Board of Directors of the Company

This Code of Conduct is subject to modification The Board of Directors has the requisite power and the authorityto update and amend the Code of Conduct from time to time

I have received and read the Companys Code of Conduct and Ethics and have understood the standards andpolicies contained therein I agree to comply with the Companys Code of Conduct and Ethics I hereby affirm tothe Company compliance with the Code Conduct and Ethics on an annual basis and also undertake to renewsuch affirmation in the first weekof April every year

Pursuant to Regulation 34 read with Schedule V to the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 a Report on Corporate Governance is givenbelow

The report on Corporate Governance is requirement under Listing Agreement entered into with stockExchange and forms part of the report of the Board of Directors to the shareholders of the Company Thisreport gives an insight into the organizational structure of the Company The vision of the company is to be afinancially sound profitable growth oriented company committed to building and maximizing sustainablevalue for all the shareholders In its endeavor to attain the goal visualized the company is laying maximumemphasis on the effective system of Corporate Governance

(a) CompositionThe present strength of Board of Directors of the Company is five comprising of two Promoter Directors and threeIndependent Directors having diversified professional experience Out of total strength of five Directors two areexecutive and three are Non-Executive The composition of Board of Directors as on 31 March 2016 is asunder

REPORT OF THEBOARDOFDIRECTORS ONCORPORATEGOVERNANCE

st

32 HIRA AUTOMOBILES LIMITED

SN Name DIN Designation Nature of Directorship

1 Rahul Inder SinghSidhu

00447452Chairman and ManagingDirector

Promoter Executive

2 Neha Sidhu 00460875 Whole-time director Promoter Executive

3 Isher Singh 02990779 Director Independent Non Executive4 Rajbir Kaur 06397998 Director Independent Non Executive

5 Rupinder Kaur 06403845 Director Independent Non Executive

6 Ramesh Kumar 00126036 Director Independent Non Executive

Sh Ramesh Kumar has resigned on 31122015 from the office of Director(b) Attendance of each Director at the Board Meetings held during the year 2015-16 and last Annual General

Meeting and number of other Boards or Board Committees in which heshe is a member is as under-

The detail of number of shares and convertible instruments held by non ndash executive directors is given asbelow

Shri Rahulinder Singh Sidhu Managing Director of the Company and Smt Neha Sidhu Whole Time Director on theBoard of Directors are related to each other as husband and wife

(c) During the year fifteen meetings of the Board ofDirectors were held on the following dates-

The familiarization programme imparted to independent directors is disclosed on weblinkof the Company

wwwhiraautomobilescom

33

30042015 30052015 31052015 21072015 31072015 15092015

30092015 31102015 02112015 30112015 02012016 0202201615022016 22022016 10032016

SN Name of non ndash executive Director No of Equity Shares Held No of convertibleinstruments Held

1 Rajbir Kaur Nil NA

2 Rupinder Kaur Nil NA3 Isher Singh Nil NA

Total Nil NA

SN

Name of Director No of BoardMeeting attended

No of otherDirectorship

Membershipin other

Committees

Attendance atlast AGM

1 Rahulinder Singh Sidhu 15 4 - Yes

2 Neha Sidhu 12 4 - Yes

3 Isher Singh 12 - 3 -

4 Rajbir Kaur 6 - 3 -

5 Rupinder Kaur 6 - 3 -

6 Ramesh Kumar 1 4 - -

HIRA AUTOMOBILES LIMITED

34

3 AUDITCOMMITTEE

4NOMINATIONANDREMUNERATIONCOMMITTEE

Remunerationpolicy

The terms of reference of the audit committee include all the matters as provided under Section 177 (4) of TheCompanies Act 2013 and the rules made there under and SEBI (LODR) Regulations 2015

As on 31 March 2016 In compliance with the provisions of Section 177(2) of the Companies Act 2013 AuditCommittee comprises of three Non-Executive Independent Directors five meetings of Audit Committee wereheld during the year under consideration on following dates

The details of members of the audit committee and their attendance is as under-

The terms of reference of Nomination and Remuneration Committee covers all the matters provided under theCompanies Act 2013 and the rules made there under and SEBI (LODR) Regulations 2015

As on 31 March 2016 in compliance with the provisions of Section 178(1) of the Companies Act 2013Nomination and Remuneration Committee comprises of three Non-Executive Independent Directors Twomeetings of Nomination and Remuneration Committee were held during the year under consideration on 30May 2015 and 10 March 2016The details of members of the audit committee and their attendance is as under-

Remuneration policy ensures that the level and composition of remuneration is reasonable and sufficient toattract retain and motivate directors of the quality required to run the company successfully and that relationshipof remuneration to performance is clear and meets appropriate performance benchmarks and that remunerationto directors key managerial personnel and senior management involves a balance between fixed and incentivepay reflecting short and long-term performance objectives appropriate to the working of the company and itsgoals

CompositionandMeetings

CompositionandMeetings

st

st

th

th

30052015 31072015 31102015 15022016 28032016

Name of Directors Position held in theCommittee

Category MEETINGSHeld Attended

Isher Singh Chairman Independent NonExecutive

Five Five

Rupinder Kaur Member Independent NonExecutive

Three Three

Rajbir Kaur Member Independent NonExecutive

Three Three

Name of Directors Position held in theCommittee

Category MEETINGS

Held Attended

Isher Singh Chairman Independent NonExecutive

Two Two

Rupinder Kaur Member Independent Non

Executive

Two Two

Rajbir Kaur Member Independent NonExecutive

Two Two

HIRA AUTOMOBILES LIMITED

35

5 REMUNERATIONOFDIRECTORS

6 STAKEHOLDERS GRIEVANCECOMMITTEE

7 GENERALBODYMEETINGS

There is no pecuniary relationship or transaction of the company with its independent directors other thanpayment of sitting fee to them for attending Board and Committee meetings Following Executive Directors werepaid as per detail given below

and no commission on profits is paid to any of the Directors No stock option has been given to any of theDirectors including Executive Directors

As on 31 March 2016 in compliance with the requirement of Section 178(5) of The Companies Act 2013Stakeholder Relationship Committee comprises of three Non-Executive Independent Directors to consider andresolve the grievances of security holders of the companyper detail given below

Sh Rahul Inder Singh Sidhu Managing Director has been appointed as Compliance officer for the purpose ofcomplying with various provisions of the Guidelines Regulations issued by Securities and Exchange Board ofIndia Listing Agreement with Stock Exchanges

The Company has not received any complaint during the year from the shareholders and there is no pendingcomplaint with the Company

(i) Location and time where last three Annual General Meetings were held is given below-

(i) Compositionst

(ii) ComplianceOfficer

(iii) Complaints

SN

NAME OFDIRECTOR

DESIGNATION SALARY Rs BENEFITS BONUS STOCKOPTIONS

PENSION

1 RahulinderSingh Sidhu

ManagingDirector

960000- - - - -

2 Neha Sidhu Whole TimeDirector

840000- - - - -

Name Category Designation

Isher Singh Independent Non Executive Chairman

Rupinder Kaur Independent Non Executive Member

Rajbir Kaur Independent Non Executive Member

Financial Year Date Time Venue

2012-13 30092013 1100 A M 20 Sector 8A Chandigarh 1100022013-14 30092014 500 PM 20 Sector 8A Chandigarh 110002

2014-15 30092015 500 PM 20 Sector 8A Chandigarh 110002

HIRA AUTOMOBILES LIMITED

36

(ii) Following Special Resolutions were passed in the previous 3 Annual General Meeting

(iii) No special resolution has been passed last year through postal ballot and no special resolution isproposed to be conducted through postal ballot

Quarterly results are normally published in the newspapers and also sent to BSE Limited Physical copy ofannual report which inter alia includes the Directors Report Corporate governance report Audited AccountsCash Flow Statements etc was sent to shareholders by post and also to BSE Limited The quarterly results andannual report isalso available on companys website at under investors section

Date 30092016 Time 0500 PM Day Friday and Venue Registered Office of the Company at 0598 Sector18B Chandigarh 160018

The companys Financial Year starts from 1 April every year and conclude on 31 March next year

The Register of Members and the Share Transfer Books of the Company shall remain closed from 29 day ofSeptember 2016 to 30 day of September 2016 (both days inclusive)

No dividend has been recommended by the Board this year and therefore information under this sub clause is nil

The shares of the Company are listed at BSE Limited only as other regional stock exchanges viz Delhi StockExchange Association Limited Ludhiana Stock Exchange Association Limited and Ahmedabad StockExchange Limited had been de-recoganised in the process of de-recoganition by Securities and ExchangeBoard of India The Company haspaid listing fee to BSE Limited

The Stock Code of the Company on BSE Limited is 531743

There was no trading of shares of the Company and no market price data is available Further Securities of theCompany were not suspended from trading by BSE Limited during last year

The Company has appointed Ms Beetal Financial amp Computer Services Private Ltd New Delhi as CommonAgency (RTA) for Share Transfer work in both modes physical as well as electronically Detail of RTA is as underMs Beetal Financial amp Computer Services Private LimitedBeetal House 3 Floor99 Madangir Behind Local Shopping Center Near Data Harsukhdas MandirNewDelhi- 110062 Ph 011-2996128182 Fax 011-29961284

The companys shares in dematerialized form transferable through depository system and Shares in physicalform are processed by Ms Beetal Financial amp Computer Services Private Limited The Board has authorised ShRahulinder Singh Sidhu Managing Director of the company to approve share transfers and matter relatedtherewith

8 MEANSOFCOMMUNICATION

9 GENERALSHAREHOLDERINFORMATIONAnnual General Meeting

Financial Year

BookClosure

Dividend

Listing

StockCode

StockMarket Data

Registrar andShareTransfer Agents

ShareTransfer System

wwwhiraautomobilescom

st st

th

th

rd

30092013 Nil

30092014 1 Approval for Borrowing Money in excess of the aggregate of the paid up share capital andfree reserves of the Company 2 Amendments in Articles of Association

30092015 Nil

HIRA AUTOMOBILES LIMITED

37

ReconciliationofShareCapital Audit

Distribution of shareholding

Dematerializationof sharesandliquidity

GDRsADRs

Mr Ravinder Kumar Practising Company Secretary carries out the Reconciliation of Share Capital Audit asmandated by SEBI and reports on the reconciliation of total issued and listed Capital with that of total sharecapital admitted held in dematerialized form with NSDL and CDSL and those held in physical form This audit iscarried out on quarterly basis and the report thereof is submitted to the Stock Exchanges

Detail of distribution of share holding of equity share of the Company by size and ownership class as on31032016 is given as under

The Shares of the company have not been traded on stock exchange during the period under review TheCompany has not been allotted ISIN and number of shares held in dematerialized formis nil

The Company has not issued any GDRsADRsWarrants or any Convertible instruments

UP TO 5000 129 6293 38840 38840000 14106

5001 TO 10000 49 2390 44500 44500000 16162

10001 TO 20000 7 341 10000 10000000 0363220001 TO 30000 4 195 9000 9000000 03269

30001 TO 40000 2 098 6800 6800000 02470

40001 TO 50000 1 049 4400 4400000 01598

50001 TO 100000 1 049 5200 5200000 01889

100001 AND ABOVE 10 585 2634700 2634700000 956876

Indian Promoter-IndividualHUF 11 2635700 9572

Non Resident Individual 1 500 002

Bodies Corporate 1 500 002

Resident Individuals-HUF 190 116740 424

HIRA AUTOMOBILES LIMITED

38

Plant ShowroomLocationsShowroom Locations

Address for correspondence

Related Party Transactions

Compliance

Vigil Mechanism

WhistleBlower Policy

Mandatory Requirements

1 Hira Automobiles Limited Rajbaha Road Patiala Ph No 0175-22091002 Hira Automobiles Limited Malout Road Muktsar Ph No 01633-2620203 Hira Automobiles Limited Village Bhadak Rajpura Ph No 01762-2448814 Hira Automobiles Limited Radha Swami Satsang Road Nabha PhNo 01765-5059595 Hira Automobiles Limited Muktsar Road Malout Ph No01637-2637246 Hira Automobiles Limited Patiala Pehowa Road DevigarhPh No0175-26311527 Hira Automobiles Limited Bathinda Malout Road Gidderbaha8 Hira Automobiles Limited Nabha Road Bhadson9 Hira Automobiles Limited Cheeka road Samana

10 Hira Automobiles Limited Malout Road Killianwali

Following is the address for correspondenceRegistered Office ndash Hira Automobiles Limited 0598 Sector 18-B Chandigarh 160018

There are no materially significant related party transactions that may have potential conflict with the interests ofcompany at large There were transactions with related parties at market price at arms length basis which aredisclosed in Form AOC ndash 2 attached herewith The policy on dealing with related party transactions is availableon web link of the Company

The Company has complied with all the provisions of listing agreement and that no penalties and or strictureshas been imposed on the company by Stock Exchange or SEBI or any statutory authority on any matter relatedto capital markets during the last three years

Detail of Vigil Mechanismis provided in the same heading in Directors Report

Company has formulated the Whistle Blower Policy to safeguard the interest of its stakeholders Directors andemployees to freely communicate and address to the Company their genuine concerns in relation to any illegalor unethical practice being carried out in the Company and that no personnel has been denied access to the auditcommittee

The Company has complied with all the mandatory requirements as stipulated in SEBI (Listing and DisclosureRequirements) Regulations 2015

10 OTHERDISCLOSURES

wwwhiraautomobilescom

HIRA AUTOMOBILES LIMITED

39

MANAGEMENTDISCUSSIONANDANALYSIS REPORT

1 Industrystructureanddevelopment

2 Opportunitiesandthreats

3 Segmentwiseor product wiseperformance

4 Outlook

5 Risksandconcern

6 Internal control systemsandtheir adequacy

HIRA AUTOMOBILES LIMITED

40

7 Discussiononfinancial performancewithrespect tooperational performanceDue to overall recessionary economy and internal competition with the new dealer there has been minoradverse impact on the financial stability of the company with respect to operational performance as the workingcapital limits of the company has increased substantially where as there is no growth in sales In comparison tominor growth in operational performance Profitability of the company has been decreasing during the yearinspite of higher burden of interest expenditure salary and wages and other admistrative expenses

8 HumanRecourses

9 Management of theCompany

Human Resource is considered to be the most prized assetof the company by the management Hence the work-forceis being looked after well and ensured that they remain motivated The 360 degree appraisal system ensures theirsatisfaction and brings out their concerns and bikerings which are addressed by the management immediately Thisimproves the employee-management relationship and makes themwork for the better future of the company

As Company has a large network of branches spread over 14 locations in two district of Patiala and Muktsar eachlocation is being managed by a rich experienced deemed CEO who is also known deemed key managerial personnelAll the branches key Managerial Personnel are reporting directly to CMD sitting at Patiala corporate office of thecompany

HIRA AUTOMOBILES LIMITED

41

COMPLIANCECERTIFICATEBYCHIEFEXECUTIVEOFFICERANDCHIEFFINANCIALOFFICER

We Rahulinder Singh Sidhu Managing Director and Sandeep Rana Chief Financial Officer of the Companyhereby certify thatA We have reviewed financial statements and the cash flow for the year ended 31 March 2016 and that to thebest of our knowledge and belief(1) These statements do not contain any materially untrue statement or omit any material fact or containstatements that might be misleading(2) These statements together present a true and fair view of the company affairs and are in compliance withexisting accounting standards applicable laws and regulationsB There are to the best of our knowledge and belief no transactions entered into by the Company during theyear that are fraudulent illegal or volatile to the companyscode of conductC We accept responsibility for establishing and maintaining internal controls for financial Reporting and that wehave evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting andwe have disclosed to the auditors and the audit committee deficiencies in the design or operation of such internalcontrols if any of which they are aware and the steps they have taken or propose to take to rectify thesedeficienciesD We have indicated to the auditorsand the Audit committee(1) Significant changes in internal control over financial reporting during the year(2) Significant changes in accounting policies during the year and that the same have been disclosed in thenotes to the financial statements and(3) There were no instances of fraud of which they have become aware and the involvement therein of themanagement or an employee having a significant role in the companys internal control system over financialreporting

I Rahulinder Singh Sidhu Managing Director of the Company hereby declare that all Board Members andSenior Management Personnel have affirmed compliance with the code of conduct for the Directors and SeniorManagement Personnel as approved by the Board for the Financial Year ended 31 March 2016

For

st

st

HIRA AUTOMOBILES LIMITED

42

AUDITORS CERTIFICATEONCORPORATEGOVERNANCE

The Board of DirectorsHira Automobiles LimitedChandigarh

We have examined the compliance of conditions of Corporate Governance by Hira Automobiles Limited for thefinancial year ended March 31 2016 as stipulated in the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015

The compliance of conditions of Corporate Governance is the responsibility of the management Ourexamination was limited to procedures and implementation thereof adopted by the company for ensuring thecompliance of the conditions of the Corporate Governance It is neither an audit nor an expression of opinion onthe financial statements of the company

In our opinion and to the best of our information and according to the explanations given to us we certify that thecompany has complied with the conditions of Corporate Governance as stipulated in the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015

We further state that such compliance is neither an assurance as to the future viability of the company nor theefficiency of effectiveness with which the management has conducted the affairs of the company

HIRA AUTOMOBILES LIMITED

43 HIRA AUTOMOBILES LIMITED

4

5

OPINION

REPORTONOTHERLEGALANDREGULATORYREQUIREMENTS

44 HIRA AUTOMOBILES LIMITED

Annexureldquo Ardquoto the Independent Auditors Report on the Standalone Financial Statements of Hira Automobiles Limited(Referred to in paragraph 1 (f) under Report on Other Legal and Regulatory Requirements of our report of evendate)

REPORT ON THE INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING UNDER CLAUSE (i)OF SUBSECTION3 OF SECTION 143 OF THE COMPANIES ACT 2013 (ldquoTHE ACTrdquo)

We have audited the internal financial controls over financial reporting of hira automobiles LIMITED (ldquotheCompanyrdquo) as of March 31 2016 in conjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

The Companys management is responsible for establishing and maintaining internal financial controlsbased onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the ldquoGuidance Noterdquo) issued by the Institute of Chartered Accountants of India These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherence to Companyspolicies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financial information as requiredunder the Companies Act 2013

Our responsibility is to express an opinion on the Companys internal financial controls over financial reportingbased on our audit We conducted our audit in accordance with the Guidance Note and the Standards onAuditing prescribed under Section 143(10) of the Companies Act 2013 to the extent applicable to an audit ofinternal financial controls Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if such controls operatedeffectively in all material respects Our audit involves performing procedures to obtain audit evidence about theadequacy of the internal financial controls system over financial reporting and their operating effectiveness Ouraudit of internal financial controls over financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditors judgement including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internalfinancial controlssystem over financial reporting

MANAGEMENTSRESPONSIBILITYFORINTERNALFINANCIALCONTROLS

AUDITORS RESPONSIBILITY

45 HIRA AUTOMOBILES LIMITED

MEANINGOFINTERNALFINANCIALCONTROLSOVERFINANCIALREPORTING

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVERFINANCIAL REPORTING

OPINION

A companys internal financial control over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles A companys internal financial controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of thecompany (2) provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and that receipts andpayments of the company are being made only in accordance with authorisation of management and directors ofthe company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the companys assets that could have a material effect on the financialstatements

Because of the inherent limitations of internal financial controls over financial reporting including thepossibility of collusion or improper management override of controls material misstatements due to error orfraud may occur and not be detected Also projections of any evaluation of the internal financial controlsover financial reporting to future periods are subject to the risk that the internal financial control over financialreporting may become inadequate because of changes in conditions or that the degree of compliance withthe policies or procedures may deteriorate

in our opinion to the best of our information and according to the explanations given to us the Companyhas in all material respects an adequate internal financial controls system over financial reporting and suchinternal financial controls over financial reporting were operating effectively as at March 31 2016 based onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note

46 HIRA AUTOMOBILES LIMITED

Annexure B To Auditors ReportAnnexure referred to in paragraph 3 of our report of even date

1 (a) The Company has maintained proper records showing full particulars including quantitativedetailsand situation of fixed assets at Corporate Office and in the process of maintaining at outlets

(b) We have been informed that the fixed assets of the company have been physically verified by themanagement at reasonable intervals and no material discrepancies were noticed on such verification

2 (a) As informed to us physical verification of inventory of the company has been conducted by themanagement at reasonable intervals (b) In our opinion and according to the explanations givento us the procedures of Physical verification of inventory followed by the management arereasonable and adequate in relation to the size of the company and the nature of its business

(c) In our opinion and according to the explanations given to us the Company is maintainingproper records of inventory We have been informed that no material discrepancies have been noticedon physical verification as compared to records

3 (a) According to the information and explanation given to us the Company has advanced inter corporatedeposits to three companies covered in the register maintained under section 189 of the CompaniesAct2013 and there is no stipulation as to the time period for recovery of principal and interest amount ofunsecured loan given

(b) Further as there is no stipulation as to the time period for recovery of principal amount ofunsecured loan given we are unable to comment on the overdue amount in respect of thesaid loan

4 In our opinion and according to the information and explanations given to us the Company has compliedwith the provisions of Sections 185 and 186 of the CompaniesAct 2013 in respect of grant of loans makinginvestments and providing guarantees and securities

5 According to the information and explanation given to us the Company has not accepted deposits frompublic Advances from customers for sale of vehicles and against sale promotion schemes run by theCompany to promote its sale are received and paid in the ordinary course of business

6 The maintenance of cost records under section 148(1) of the CompaniesAct 2013 has not been prescribedby the Central government for the Companysince it is not manufacturing Company

7 (a) According to the information and explanations given to us the company is generally regular indepositing all statutory dues including provident fund investor education and protection fundemployees state insurance income tax sales tax wealth tax custom duty excise duty cess and anyother statutory due with appropriate authority during the year

(b) According to the information and explanations given to us there are no disputed amount payables inrespect of provident fund investor education and protection fund employees state insurance incometax sales tax wealth tax customduty excise duty cess by the Company

(c ) No amount was lying with the company which was required to be transferred to investor education andprotection fund in accordance with the relevant provisions of the CompaniesAct 1956 (1 of 1956) andrulesmade there under

8 As informed to us the companyhas not defaulted in repayment of dues to financial institutions or banks

9 As informed to us the company has not given any guarantee for loans taken by others from bank orfinancial institutions

47 HIRA AUTOMOBILES LIMITED

10 As informed to us the proceeds of the term loans taken by the company are applied for the purpose forwhich the loans were obtained

11 Based on the audit procedures performed for the purpose of reporting the true and fair view of the financialstatements and as per the information and explanation given by the management we report that no fraudby the company has been noticed or reported during the course of our audit

48 HIRA AUTOMOBILES LIMITED

49

Particulars Note No As at As atMarch 312016 March 312015

I EQUITY AND LIABILITIES(1) Shareholders funds

(a) Share capital 2 2753440000 2753440000(b) Reserves and Surplus 3 6240053700 5676970200

(2) Non-current liabilities(a) Long term borrowings 4 10202167800 9006585600(b) Deferred tax liabilities (net) 5 1662638300 1542080600(c) Other long-term liabilities 6 5734992800 5067035200

(d) Long-term provisions 7 1339912400 1244415300(3) Current liabilities

(a) Short term Borrowings 8 49363423500 59501393100(b) Trade payables 9 1502741100 6123301200(c) Other current liabilities 10 3671194600 4679162300(d) Short term provisions 11 823155600 789863800

Total 83293719800 96384247300ASSETS

(1) Non-Current assets(a) Fixed assets

(i) Tangible assts 12 16817879700 16711642800(ii) Intangible assets 13 - -

(b) Non-current investments 14 1120000 1120000(d) Long-term loans and advances 15 2618538200 2251312400

(2) Current assets(a) Inventories 16 41208502100 40489156300(b) Trade Receivables 17 14372057700 13922503000(d) Cash and Cash equivalents 18 3697504100 11556587000(e) Short-term Loans and Advances 19 4497240800 11399114400(f) Other Current assets 20 80877200 52811400

Total 83293719800 96384247300

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

(IN RUPEES)

Chairman and Managing Director

Balance Sheet

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies 1

50

Particulars Note No Year Ended Year EndedMarch 312016 March 312015

I Revenue from operations 21 310372896800 323733670200II Other income 22 136994600 525412000III Total Revenue(I+II) 310509891400 324259082200IV Expenses

a Cost of Material Consumed 23 1357073500 1293751900b Purchase of Stock-in-Trade 24 281848216100 294479334400c Changes in Inventories of Finished Goods 25 (719345800) (186205700)d Employee Benefits Expenses 26 12664754100 12944732800e Finance Costs 27 5604834800 4157234900f Depreciation and Amortization expense 12 1358225700 1559476600g Other Expenses 28 7395406500 8383136200

Total Expenses 309509164900 322631461100V Profit before tax (III-IV) 1000726500 1627621100

VI Tax expense(a)Current tax 275985000 473844400(b)Deferred tax 120557700 -

VII Profit for the Year(V-VI) 604183800 1153776700VIII Prior period tax expenses 41100300 75346500IX Earnings per Equity Share(in Rupees) 563083500 1078430200

Basic 219 392Diluted 219 392

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

Profit amp Loss Account

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies

51

Particulars As at March 312016 As at March 312015A Cash Flow from Operating Activities

Net Profit before Tax 1627621100Adjustment forDepreciation 1559476600Interest expenses 4157234900Loss Profit on Sale of Fixed Assets -

Operating ProfitLoss before Working Capital Changes 7344332600Adjustment for(Increase)Decrease in Trade amp Other receivables 940107800(Increase)Decrease in Inventory (186205700)Increase(Decrease) in Trade Payables amp other provisions (4054306400)(Increase)Decrease in Other Loans amp Advances (4635970800)Cash generated from operations (592042500)Taxes Paid (549190900)Previous Year Taxes (Net) -Net Cash from Operating Activities (A) (1141233400)

B Cash Flow from Investing Activities(Purchase) of FixedCapital Expenditure (2227931100)Sale of Fixed Assets 883140700Sale(Purchase) of Investment (315826300)

Net Cash used in Investing Activities (B) (1660616700)C Cash Flow from Finance Activities

Proceeds from Long Term Borrowing (Net) (4869873700)Secured Loan 18024550800Unsecured Loan - 991878400Interest paid (4157234900)Net Cash from Financing Activities (C ) 9989320600

Net increase in Cash and Equivalents (A+B+C) 7187470500Opening Balance of Cash and Cash Equivalents 4369116500

Closing Balance of Cash and Cash Equivalents

1000726500

13582257005604834800

69725800

8033512800

(449554700)(719345800)

(5595236000)68738078008143184100(275985000)

(41100300)7826098800

(1622365700)88177300

(367225800)

(1901414200)

1959036900(10137969600)

(5604834800)(13783767500)

(7859082900)11556587000

3697504100 11556587000

Notes1 Figures in brackets indicate cash outflow2 The above Cash Flow Statement has been prepared under the indirect method set out in AS 3-Cash

Flow Statement as prescribed by Companies (Accouning Stanadards)Rules2006

This is the Cash Flow Statement referred to our report of even date

Cash Flow Statement

HIRA AUTOMOBILES LIMITED

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

For the Year Ended 31 March 2016st

52

Notes to Accounts2 SHARE CAPITAL

As at March 31 2016 As at March 312015(1)AUTHORISED6000000 Equity shares of Rs10-each 6000000000 6000000000

FULLY PAID UP

ISSUEDSUBSCRIBED -2753440 Equity shares of Rs10 each

6000000000 6000000000

2753440000 2753440000

2753440000 2753440000

Shares at the beginning of the accounting Period2753440 Equity shares of Rs10- each 2753440000 2753440000Additions during the year - -Shares outstanding at the end of year 2753440000 2753440000Total 2753440000 2753440000

(a) Rights Preferences and Restrictions Attached to sharesEquity Shares The Company has only one class of equity shares having a par value of Rs 10 per shareEach Shareholder is entitled to one vote per share In the event of liquidation of the company the holder ofequity shares will be entitled to receive any of the remaining of the Company after distribution of allpreferential amounts However no such preferential amount exist currently The distribution will be inproportion to the number of equity shares held by the equity shareholders(b) Detail of Shares held by Shareholders holding more than 5 of the Aggregate Shares in theCompany

Name of Shareholders No of Shares Shareholding as at March31 2016

Rajinder Kaur Bhattal 826000 3000Kuldeep Singh Bhattal 272100 988Rahul Sidhu 270000 981Simran Bajwa 265000 962Manjeet Kaur Sangha 862900 3134

3 RESERVES AND SURPLUSAs at March 312016 As at March 312015

General reserveAt the beginning of the accounting period 723675000

-

-

-

-

723675000Additions during the yearAt the end of the accounting period 723675000 723675000Surplus in Statement of Profit and LossAt the beginning of the accounting period 4953295200 3874865000Additions during the year 563083500 1078430200(balance in statement of profit amp loss ac)prior period expenses written offtransfer tofrom reservesAt the end of the accounting period 5516378700 4953295200

Total 6240053700 56769702004 LONG TERM BORROWINGS

As at March 312016 As at March 312015SECUREDTerm loan(Secured against hypof car and guaranteed bythe directors of the co)

(Secured against Focal Point Properties andguaranteed by directors)

-

5018479300

142138000

5774447600

UNSECUREDLoans from directors 5183688500 3090000000Loans from shareholders and public - -Total 10202167800 9006585600

Term loan

HIRA AUTOMOBILES LIMITED

53

5 DEFERRED TAX LIABILITIES (NET)As at March 312016 As at March 312015

Deferred tax liabilities 1662638300 1542080600Total 1662638300 1542080600

6 OTHER LONG TERM LIABILITIESAs at March 312016 As at March 312015

Sales promotion scheme- Customeradvances

5046479000 4415090000

Security from Employees 688513800 651945200Total 5734992800 5067035200

7 LONG TERM PROVISIONSAs at March 312016 As at March 312015

Gratuity provision 1339912400 1244415300Total 1339912400 1244415300

10 OTHER CURRENT LIABILITIESAs at March 312015

Current maturities of long term debts 880473400 1674618400Interest accrued and due on borrowings - -Value added tax and CST 2185026500 2517359600TDS payable 111535600 157798400Current year taxes payable(net of advance tax) - -

Other payables 494159100 329385900Total 3671194600 4679162300

11 SHORT TERM PROVISIONS

(a) Provisions for employee benefits 823155600 789863800

8 SHORT TERM BORROWINGSAs at March 312016 As at March 312015

Secured loans from banksPunjab National Bank -(secured against hypothecation of stockand book-debts)Gur Mandi Patiala 30680878500 29077205300Gagan Chowk Rajpura 1863121400 1705992300New Grain Market Muktsar and Malout 842363700 757042200Inventory funding 15977059900 27961153300(secured against hypothecation of stockand book-debts)Total 49363423500 59501393100

9 TRADE PAYABLESAs at March 312016 As at March 312015

Sundry Creditors 357269200 2822407500Advance from Parties-Interest free 1145471900 3300893700Total 1502741100 6123301200

HIRA AUTOMOBILES LIMITED

As at March 312016 As at March 312015

Total 823155600 789863800

As at March 312016

54 HIRA AUTOMOBILES LIMITED

14 NON CURRENT INVESTMENTAs at March 312016 As at March 312015

Investment in Shares 1120000 1120000Investment in Mutual Funds - -

Total 1120000 1120000

15 LONG TERM LOANS AND ADVANCESAs at March 312016 As at March 312015

Security Deposits 366283000 337485500(Unsecured considered good unlessOtherwise Stated)Intercorporate Deposits 2252255200 1913826900Total 2618538200 2251312400

16 INVENTORIESAs at March 312016 As at March 312015

(As taken valued amp certified by the management)

Stock in Trade (in respect of goodsacquired for trading )

38093012700 37213584000

Stores Spares amp Loose tools 3115489400 3275572300

Total 41208502100 40489156300

17 TRADE RECEIVABLESAs at March 312016 As at March 312015

(unsecured considered good unlessotherwise stated)(1)Debts outstanding for a period exceeding

six months from the date they are due 513584600 623548900(2)Other debts 13858473100 13298954100Total 14372057700 13922503000

55

18 CASH amp CASH EQUIVALENTS As at March 312016 As at March 312015

(a) Balance with BanksFixed deposits 1260950600 812770600(Earmarked balances with banksheld as margin moneyagainst borrowingsand other commitments)Current accounts 1243916600 6403274200Gold Coins 29547200 29547200(b) Cheques Draft on HandCheques in HandCash in hand

202088500961001200

30714258001239569200

Total 3697504100 11556587000

19 SHORT TERM LOANS amp ADVANCESAs at March 312016 As at March 312015

(Unsecured considered good unlessotherwise stated)advances recoverable in cash orin kind for the value to be received(1)Advance to parties 2541662700 9294257800(2) Receivable from revenue authorities 551783000 569108700(3)Current years taxes recoverable(net ofliability)

332615600 380504500

(4) Other advances 1071179500 1155243400Total 4497240800 11399114400

HIRA AUTOMOBILES LIMITED

56

20 OTHER CURRENT ASSETSAs at March 312016 As at March 312015

Prepaid Expenses 80877200 52811400

Total 52811400

21 REVENUE FROM OPERATIONSAs at March 312016 As at March 312015

Sale of products 290733945600 301324413800Sale of services 9681919400 10435033800

Other operating revenues 9957031800 11974222600310372896800 323733670200

Less Excise duty - -Total 310372896800 323733670200

22 OTHER INCOMEAs at March 312016 As at March 312015

Interest income 87335400 279807100Other Non-operating income 49659200 245604900Total 136994600 525412000

23 COST OF MATERIAL CONSUMEDAs at March 312016 As at March 312015

Purchases Raw-Materials and PackingMaterials

1357073500 1293751900

Add Opening balance of stock - -1357073500 1293751900

Less Closing balance of stock - -Total 1357073500 1293751900

80877200

24 PURCHASE OF STOCK IN TRADEAs at March 312016 As at March 312015

Purchases of Traded goods 281848216100 294479334400

Total 281848216100 294479334400

25 CHANGES IN INVENTORIESAs at March 312016 As at March 312015

Finished Goodsat the beginning of the accounting period - -at the end of the accounting period - -Stock-in-Tradeat the beginning of the accounting period 40489156300 40302950600at the end of the accounting period 41208502100 40489156300Total (719345800) (186205700)

26 EMPLOYEE BENEFIT EXPENSESAs at March 312016 As at March 312015

Salary and Wages 8156996000 9654096800HRA Expenses and other allowance 2733336200 1148756100Contribution to Provident fund 587123100 490338400Contribution to Employees state Insurance fund 157923000 161030000Workers and Staff Welfare 299823200 269213600Gratuity Expenses 95497100 64570600Bonus 420931500 903597900Employees Training and Uniform expenses 213124000 253129400Total 12664754100 12944732800

HIRA AUTOMOBILES LIMITED

57

27 FINANCE COSTSAs at March 312016 As at March 312015

Interest ExpenseInterest to Banks 4309580000 3483884100Interest on Unsecured loans 1196279800 577607600Interest to Customers (36290200) (95330900)Interest to MSIL (121679800) (50429300)Interest to Bank on Vehicle loan 29667800 43272600Bank Charges 227277200 198230800

Total 5604834800 4157234900

28 OTHER EXPENSESAs at March 312016 As at March 312015

Accessories Expenses 9551600 18313400Festival Expenses 30357200 8141000Donation 13123500 9144500Freight Inward 23896900 26399000Power amp Fuel 913761800 911434100Software Usage Charges 91413600 86473500Entertainment Exp 19129900 29106000Rent Rates amp Taxes 701191800 671145200General Expenses 162725500 138611000Godown Rent 57600000 48125000Insurance 161551400 173705300Legal expenses 43474400 60436900Misc Expenses 7073900 3598300News Paper amp Periodicals 9374100 7947200Outside Labour Expenses 284322400 102072700Payment to the Auditors 48313400 15000000Postage amp Courier Expenses 10683600 13298800Professional Charges 147965200 1006744000Printing amp Stationery 165125400 223093400Repair to Buildings and fixed assets 309177500 427256800MDS Expenses 21264900 35806500Telephone Expenses 326712100 525640000Workshop Expenses 325704400 579373600Vehicle Running Expenses 182200200 225090800Other expenses 18263600 405070100Advertisement ExpensesDiscounts

99310800745200400

118382500821623000

Customer welfare 146224200 161357500Demo Expenses amp PDI Expenses 372510300 437441500Sales Promotion 696744200 773152400Sale Commission amp Incentives 160190000 35180000Pool Cancellation and lifting charges 202092600 166694500Marketing Staff Tour expensesTrue Value Expenses

531070200358105500

581622300442725000

Total 7395406500 8383136200

HIRA AUTOMOBILES LIMITED

58 HIRA AUTOMOBILES LIMITED

Post-Employment BenefitsDefined Contribution PlansA defined contribution plan is a post-employment benefit plan under which the Company pays specifiedContributions to a separate entity The Company makes specified monthly contributions towards ProvidentFund Superannuation Fund and Pension Scheme The Companys contribution is recognized as an expense inthe Profit and Loss Statement during the period in which the employee renders the related service

The Company does not deal with Foreign Currency hence AS-11 ldquoEffect of changes in Foreign Exchangesissued bythe Institute of Chartered Accountantsof India isnot applicable

Cash Flow Statements has been prepared following the indirect method set out in the Accounting Standard-3 on ldquoCash Statements ldquoissued by the Institute of Chartered Accountants of India

(i) Income tax expenses for the period comprise of Current Tax amp Deffered Tax(ii) Current tax is measured at the amount expected to be paid to the tax authorities using the applicable tax

Rates of the Income TaxAct 1961(iii) Deferred Tax is calculated on the timing differences being the difference between accounting income and

taxable income which originates in one period and are capable of reversal in one or more subsequentaccounting periods in accordance with the provisions of Accounting Standard -22 on ldquoAccounting forTaxeson Incomerdquo issued by the Institute of Chartered Accountants of IndiaDeferred tax assets are recognized only to the extent that there is a reasonable certainty that sufficientfuture income will be available except that deferred tax assets in case there are unabsorbed depreciationor losses are recognized if there is virtual certainty that sufficient future taxable income will be available torealize the same

Depreciation on Fixed Assets is provided on the basis of Straight Line Method (SLM) Depreciation isprovided based on useful life of the assets as prescribed in Schedule II to the Companies Act 2013

Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and itis probable that an outflow of resources will be required to settle the obligation and a reliable estimate canbe made Provisions are not discounted to their present value and are determined based on the bestestimate required to settle the obligation at the reporting date These estimates are reviewed at eachreporting date and adjusted to reflect the current best estimatesContingent liabilities are disclosed unless the possibility of outflow of resources is remoteContingent assets are neither recognized nor disclosed in the financial statements

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value Animpairment loss is charged to the Profit and Loss Statement in the year in which an asset is identified asimpaired The impairment loss recognized in prior accounting period is reversed if there has been a changein the estimate of recoverable amount

G) ForeignCurrencyTransaction

H) CashFlowStatements

J) Depreciation

K) ProvisionsandContingent liabilities

L) Impairment ofAssets

I) TaxesonIncome

59 HIRA AUTOMOBILES LIMITED

M) EarningsPer Share

N) Segment Reporting

has been made in accordance with the requirement of Accounting Standard (AS) -20 on Earnings PerShare issued by the Institute of Chartered Accountants of India Diluted Earning per share is the same asBasic Earning per share because there is no potential equity shares which would have dilutive effect onearning per shares to equity shareholders

The Company is Authorized Dealer of Maruti Suzuki India Limited (MSIL) and hence is engaged in thebusiness of sale amp service of MSIL vehicles As the basic nature of sale of variants of vehicles is governedby the same set of risk amp returns these have been grouped as single segment as per AccountingStandard(AS-17) on segment reporting issued by the Institute of Chartered Accountants of India

2 Detail in respect of Opening Stock Sales and Closing Stock as follows

3 (a) During the year the company has recognized the following amounts as Defined Contribution Pan in theProfit and Loss Account

i) Employers Contribution to Provident Fund - Rs 5871 Lacsii) Employers Contribution to Employee State Insurance - Rs 1579 Lacs

The calculation of Earnings Per Share (EPS) as disclosed in the Balance Sheet Abstract

(b) During the year the Company has made provision for Gratuity in books asdesigned benefit plan

4 Subsequent to Accounting Standards -22 Accounting for Taxes on Income Issued by the Institute ofCharteredAccountants of India Deferred Tax Expenses of Rs 120557700 for the periods is recognized inthe profit and LossAmount

Calculation of Deferred TaxLiability is as followsWritten down value of Fixed Assets as on 31032016 (As per Company Act) 168178793Written down value of Fixed Assets as on 31032016 (As per Income Tax Act) 114371729bull Timing Difference 53807064bull Tax 3090 16626383bull Deferred Tax Liability as on 31032016 16626383bull Deferred Tax Liability as on 31042015 15420806bull Deferred Tax Liability to be provided for 1205577

5 Legal amp Professional Fees includes Payments to Auditors comprising as follows-i) Statutory Audit fee Rs 10000000ii) Tax audit and Vat audit Fee Rs 5000000

6 Related Party Disclosure in accordance with Accounting Standard-18

Pacific Finlease Pvt LtdRahul Sidhu Enterprises Pvt LtdRSG Studios Pvt Ltd

(a) Enterprises owned or Significantly Influenced by Directors and their Relatives

60 HIRA AUTOMOBILES LIMITED

Particulars Opening Stock Sales Closing StockQty

825VehiclesSpares ampAccessory

Amount(Rs In Lacs)

37213632756

Qty

5627

Amount(Rs In Lacs)2647068260272

Qty

1131

Amount(Rs In Lacs)

38093031155

b)

Pacific Finlease Pvt Ltd

Rahul Sidhu Enterprises Pvt Ltd

RSGStudios Pvt Ltd

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 1915Interest Recovered during the financial year 207

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 14379Interest Recovered during the financial year 035

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 6229Interest Recovered during the financial year 618

7 Calculation of Earning Per Share is as follows Profit after Tax as per Profit amp Loss Account as on 3132016 5630835

For Basic Earning Per share 2753440For Diluted Earning Per Share 2753440

Basic 219Diluted 219

8 Balance confirmation letters have been obtained from some of the parties on test check basis9 Figures of Previous year have been re-grouped and re classified wherever necessary in order to

conform to the current years presentation

As per our report of even date

No of Equity Share (Face value Rs 10- each)

Detail of transaction for the financial year 2015-16

Earning Per Share

61 HIRA AUTOMOBILES LIMITED

Page 28: HIRAAUTOMOBILESLIMITED - bseindia.com · S. Isher Singh Director Mrs. Neha Sidhu Whole time Director Mrs ... Name Rahulinder Singh Sidhu Age 34 Brief Resume Working as Director in

Adequate notice is given to all directors to schedule the Board Meetings agenda and detailed notes on agendawere sent at least seven days in advance and a system exists for seeking and obtaining further information andclarifications on the agenda items before the meeting and for meaningful participation at the meeting

Majority decision is carried through while the dissenting members views are captured and recorded as part ofthe minutes

I further report that there are adequate systems and processes in the company commensurate with the size andoperations of the company to monitor and ensure compliance with applicable laws rules regulations andguidelines

This report is to be read with our letter of even date which is annexed as and forms an integralpart of this report

29 HIRA AUTOMOBILES LIMITED

30 HIRA AUTOMOBILES LIMITED

HIRA AUTOMOBILES LIMITEDCODEOF CONDUCT

PERSONTOWHOMTHECODEISAPPLICABLE

( ) GENERALSTANDARDOFCONDUCT

( ) APPLICABLELAWS

( ) CONFLICTOFINTEREST

( ) PROTECTINGCONFIDENTIALINFORMATION

This code is applicable to the following persons (hereinafter referred to as Officers of the company)-All the Board Members-The entire Core group Members of the Companyand heads of the department

1 Officers are expected to exercise good judgment to ensure the safety and welfare of employees consumerscustomers suppliers shareholders lenders and other stakeholders and to maintain a co-operativeefficient positive harmonious and productive work environment practice integrity in inter-personalrelationships work on the principal of mutual trust transparencyand teamwork

2 Officers are expected to acquire and maintain professional competence3 Officers are expected to observe discipline and conduct themselves both on and off-duty in a manner to

uphold the high image of the company4 Officers are expected to assist the company in identifying controlling mitigating and managing business

risks within the companys risk management policy framework5 Officers are expected to assist the company in providing to its employees a work environment free of

harassment and free of discrimination based on race religion creed color physical or mental disability agesex etc

6 Officers should not engage in selling or distribution or be in possession of or use narcoticspsychotropicdrugs or be under influence of alcohol while on duty

7 As Officers represent the Company before the public and various authorities they are expected to dressneatly and appropriately in a manner consistent with the nature of their work and the image of the company

8 Officers should not claim from the company unauthorized personal expenses9 Customersupplierinvestor Relationships- Officers who need to deal with customers suppliers and investors

should understand that they are dealing and therefore should uphold the image and goodwill generated andbuilt-up by the Companyover the year

Officers must acquire adequate Knowledge of all the applicable laws rules regulations order and notificationsunder regulatory framework as applicable to their functions and duties and should follow and comply with thesame and avoid violation breach or infringement thereof

Officers of the Company will avoid conflict of interest Conflict of interest is said to exit when personal interest mayhave a potential conflict with the interest of the company at large Where any transaction involves conflict ofinterest prior approval of the Managing Directors Executive Director and in case of a Director of the Boardshould be obtained

The Companys confidential information is a vita and asset It may relate to product product formula processproduct plans and road maps cost and financial information information as to customers suppliers dealers andemployees business arrangements and agreements as well as to patents trademarks copyrights and tradesecrets For the purpose of this Code confidential information would also include the information obtained by theCompany from a third party under a Non Disclosure Agreement Such confidential information should beprotected and safeguarded against unauthorized personal use and should not be disclosed to any one expect (i)with prior authorization (ii) in the ordinary course of carrying on the business of the Company In the course ofconducting the Companys Business Officers may come in possession of confidential information about itsemployees customers suppliers etc Officers should handle the same with utmost responsibility and prevent itsmisuse

I

II

III

IV

31 HIRA AUTOMOBILES LIMITED

( ) PREVENTIONOFINSIDERTRADING

( ) COMPANYSASSETS

( ) NONCOMPLIANCE

( ) ANYAMENDMENTSORMODIFICATIONTOTHECODEOFCONDUCT

( )ACKNOWLEDGEMENTOFRECEIPTOFCODEOFCONDUCTANDETHICS

1 COMPANY PHILOSOPHY ONCODEOF GOVERNANCE

2 BOARDOF DIRECTORS

V

VI

VII

VIII

IX

Officers are privy to price sensitive inside information and should not use it to make personal gains TheCompany has framed Code of Conduct for prevention of insider trading in the Securities of the CompanyOfficers should follow the same in letter and spirit

Protecting and safeguarding the Companys assets and properties and preventing their unauthorized usepersonal use is one of the key and prime responsibility of Officers Officers are personally responsible of theCompanys funds under their control Officers should use electronic communication facilities like e-mail Internetetc in a legal ethical and appropriate manner and not expose the Company to liability resulting from the illegalunauthorized or unethical use thereof

In case of non-compliance of any of the provisions of this Code of conduct the same shall be reported to theChairman of the Board of Directors of the Company

This Code of Conduct is subject to modification The Board of Directors has the requisite power and the authorityto update and amend the Code of Conduct from time to time

I have received and read the Companys Code of Conduct and Ethics and have understood the standards andpolicies contained therein I agree to comply with the Companys Code of Conduct and Ethics I hereby affirm tothe Company compliance with the Code Conduct and Ethics on an annual basis and also undertake to renewsuch affirmation in the first weekof April every year

Pursuant to Regulation 34 read with Schedule V to the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 a Report on Corporate Governance is givenbelow

The report on Corporate Governance is requirement under Listing Agreement entered into with stockExchange and forms part of the report of the Board of Directors to the shareholders of the Company Thisreport gives an insight into the organizational structure of the Company The vision of the company is to be afinancially sound profitable growth oriented company committed to building and maximizing sustainablevalue for all the shareholders In its endeavor to attain the goal visualized the company is laying maximumemphasis on the effective system of Corporate Governance

(a) CompositionThe present strength of Board of Directors of the Company is five comprising of two Promoter Directors and threeIndependent Directors having diversified professional experience Out of total strength of five Directors two areexecutive and three are Non-Executive The composition of Board of Directors as on 31 March 2016 is asunder

REPORT OF THEBOARDOFDIRECTORS ONCORPORATEGOVERNANCE

st

32 HIRA AUTOMOBILES LIMITED

SN Name DIN Designation Nature of Directorship

1 Rahul Inder SinghSidhu

00447452Chairman and ManagingDirector

Promoter Executive

2 Neha Sidhu 00460875 Whole-time director Promoter Executive

3 Isher Singh 02990779 Director Independent Non Executive4 Rajbir Kaur 06397998 Director Independent Non Executive

5 Rupinder Kaur 06403845 Director Independent Non Executive

6 Ramesh Kumar 00126036 Director Independent Non Executive

Sh Ramesh Kumar has resigned on 31122015 from the office of Director(b) Attendance of each Director at the Board Meetings held during the year 2015-16 and last Annual General

Meeting and number of other Boards or Board Committees in which heshe is a member is as under-

The detail of number of shares and convertible instruments held by non ndash executive directors is given asbelow

Shri Rahulinder Singh Sidhu Managing Director of the Company and Smt Neha Sidhu Whole Time Director on theBoard of Directors are related to each other as husband and wife

(c) During the year fifteen meetings of the Board ofDirectors were held on the following dates-

The familiarization programme imparted to independent directors is disclosed on weblinkof the Company

wwwhiraautomobilescom

33

30042015 30052015 31052015 21072015 31072015 15092015

30092015 31102015 02112015 30112015 02012016 0202201615022016 22022016 10032016

SN Name of non ndash executive Director No of Equity Shares Held No of convertibleinstruments Held

1 Rajbir Kaur Nil NA

2 Rupinder Kaur Nil NA3 Isher Singh Nil NA

Total Nil NA

SN

Name of Director No of BoardMeeting attended

No of otherDirectorship

Membershipin other

Committees

Attendance atlast AGM

1 Rahulinder Singh Sidhu 15 4 - Yes

2 Neha Sidhu 12 4 - Yes

3 Isher Singh 12 - 3 -

4 Rajbir Kaur 6 - 3 -

5 Rupinder Kaur 6 - 3 -

6 Ramesh Kumar 1 4 - -

HIRA AUTOMOBILES LIMITED

34

3 AUDITCOMMITTEE

4NOMINATIONANDREMUNERATIONCOMMITTEE

Remunerationpolicy

The terms of reference of the audit committee include all the matters as provided under Section 177 (4) of TheCompanies Act 2013 and the rules made there under and SEBI (LODR) Regulations 2015

As on 31 March 2016 In compliance with the provisions of Section 177(2) of the Companies Act 2013 AuditCommittee comprises of three Non-Executive Independent Directors five meetings of Audit Committee wereheld during the year under consideration on following dates

The details of members of the audit committee and their attendance is as under-

The terms of reference of Nomination and Remuneration Committee covers all the matters provided under theCompanies Act 2013 and the rules made there under and SEBI (LODR) Regulations 2015

As on 31 March 2016 in compliance with the provisions of Section 178(1) of the Companies Act 2013Nomination and Remuneration Committee comprises of three Non-Executive Independent Directors Twomeetings of Nomination and Remuneration Committee were held during the year under consideration on 30May 2015 and 10 March 2016The details of members of the audit committee and their attendance is as under-

Remuneration policy ensures that the level and composition of remuneration is reasonable and sufficient toattract retain and motivate directors of the quality required to run the company successfully and that relationshipof remuneration to performance is clear and meets appropriate performance benchmarks and that remunerationto directors key managerial personnel and senior management involves a balance between fixed and incentivepay reflecting short and long-term performance objectives appropriate to the working of the company and itsgoals

CompositionandMeetings

CompositionandMeetings

st

st

th

th

30052015 31072015 31102015 15022016 28032016

Name of Directors Position held in theCommittee

Category MEETINGSHeld Attended

Isher Singh Chairman Independent NonExecutive

Five Five

Rupinder Kaur Member Independent NonExecutive

Three Three

Rajbir Kaur Member Independent NonExecutive

Three Three

Name of Directors Position held in theCommittee

Category MEETINGS

Held Attended

Isher Singh Chairman Independent NonExecutive

Two Two

Rupinder Kaur Member Independent Non

Executive

Two Two

Rajbir Kaur Member Independent NonExecutive

Two Two

HIRA AUTOMOBILES LIMITED

35

5 REMUNERATIONOFDIRECTORS

6 STAKEHOLDERS GRIEVANCECOMMITTEE

7 GENERALBODYMEETINGS

There is no pecuniary relationship or transaction of the company with its independent directors other thanpayment of sitting fee to them for attending Board and Committee meetings Following Executive Directors werepaid as per detail given below

and no commission on profits is paid to any of the Directors No stock option has been given to any of theDirectors including Executive Directors

As on 31 March 2016 in compliance with the requirement of Section 178(5) of The Companies Act 2013Stakeholder Relationship Committee comprises of three Non-Executive Independent Directors to consider andresolve the grievances of security holders of the companyper detail given below

Sh Rahul Inder Singh Sidhu Managing Director has been appointed as Compliance officer for the purpose ofcomplying with various provisions of the Guidelines Regulations issued by Securities and Exchange Board ofIndia Listing Agreement with Stock Exchanges

The Company has not received any complaint during the year from the shareholders and there is no pendingcomplaint with the Company

(i) Location and time where last three Annual General Meetings were held is given below-

(i) Compositionst

(ii) ComplianceOfficer

(iii) Complaints

SN

NAME OFDIRECTOR

DESIGNATION SALARY Rs BENEFITS BONUS STOCKOPTIONS

PENSION

1 RahulinderSingh Sidhu

ManagingDirector

960000- - - - -

2 Neha Sidhu Whole TimeDirector

840000- - - - -

Name Category Designation

Isher Singh Independent Non Executive Chairman

Rupinder Kaur Independent Non Executive Member

Rajbir Kaur Independent Non Executive Member

Financial Year Date Time Venue

2012-13 30092013 1100 A M 20 Sector 8A Chandigarh 1100022013-14 30092014 500 PM 20 Sector 8A Chandigarh 110002

2014-15 30092015 500 PM 20 Sector 8A Chandigarh 110002

HIRA AUTOMOBILES LIMITED

36

(ii) Following Special Resolutions were passed in the previous 3 Annual General Meeting

(iii) No special resolution has been passed last year through postal ballot and no special resolution isproposed to be conducted through postal ballot

Quarterly results are normally published in the newspapers and also sent to BSE Limited Physical copy ofannual report which inter alia includes the Directors Report Corporate governance report Audited AccountsCash Flow Statements etc was sent to shareholders by post and also to BSE Limited The quarterly results andannual report isalso available on companys website at under investors section

Date 30092016 Time 0500 PM Day Friday and Venue Registered Office of the Company at 0598 Sector18B Chandigarh 160018

The companys Financial Year starts from 1 April every year and conclude on 31 March next year

The Register of Members and the Share Transfer Books of the Company shall remain closed from 29 day ofSeptember 2016 to 30 day of September 2016 (both days inclusive)

No dividend has been recommended by the Board this year and therefore information under this sub clause is nil

The shares of the Company are listed at BSE Limited only as other regional stock exchanges viz Delhi StockExchange Association Limited Ludhiana Stock Exchange Association Limited and Ahmedabad StockExchange Limited had been de-recoganised in the process of de-recoganition by Securities and ExchangeBoard of India The Company haspaid listing fee to BSE Limited

The Stock Code of the Company on BSE Limited is 531743

There was no trading of shares of the Company and no market price data is available Further Securities of theCompany were not suspended from trading by BSE Limited during last year

The Company has appointed Ms Beetal Financial amp Computer Services Private Ltd New Delhi as CommonAgency (RTA) for Share Transfer work in both modes physical as well as electronically Detail of RTA is as underMs Beetal Financial amp Computer Services Private LimitedBeetal House 3 Floor99 Madangir Behind Local Shopping Center Near Data Harsukhdas MandirNewDelhi- 110062 Ph 011-2996128182 Fax 011-29961284

The companys shares in dematerialized form transferable through depository system and Shares in physicalform are processed by Ms Beetal Financial amp Computer Services Private Limited The Board has authorised ShRahulinder Singh Sidhu Managing Director of the company to approve share transfers and matter relatedtherewith

8 MEANSOFCOMMUNICATION

9 GENERALSHAREHOLDERINFORMATIONAnnual General Meeting

Financial Year

BookClosure

Dividend

Listing

StockCode

StockMarket Data

Registrar andShareTransfer Agents

ShareTransfer System

wwwhiraautomobilescom

st st

th

th

rd

30092013 Nil

30092014 1 Approval for Borrowing Money in excess of the aggregate of the paid up share capital andfree reserves of the Company 2 Amendments in Articles of Association

30092015 Nil

HIRA AUTOMOBILES LIMITED

37

ReconciliationofShareCapital Audit

Distribution of shareholding

Dematerializationof sharesandliquidity

GDRsADRs

Mr Ravinder Kumar Practising Company Secretary carries out the Reconciliation of Share Capital Audit asmandated by SEBI and reports on the reconciliation of total issued and listed Capital with that of total sharecapital admitted held in dematerialized form with NSDL and CDSL and those held in physical form This audit iscarried out on quarterly basis and the report thereof is submitted to the Stock Exchanges

Detail of distribution of share holding of equity share of the Company by size and ownership class as on31032016 is given as under

The Shares of the company have not been traded on stock exchange during the period under review TheCompany has not been allotted ISIN and number of shares held in dematerialized formis nil

The Company has not issued any GDRsADRsWarrants or any Convertible instruments

UP TO 5000 129 6293 38840 38840000 14106

5001 TO 10000 49 2390 44500 44500000 16162

10001 TO 20000 7 341 10000 10000000 0363220001 TO 30000 4 195 9000 9000000 03269

30001 TO 40000 2 098 6800 6800000 02470

40001 TO 50000 1 049 4400 4400000 01598

50001 TO 100000 1 049 5200 5200000 01889

100001 AND ABOVE 10 585 2634700 2634700000 956876

Indian Promoter-IndividualHUF 11 2635700 9572

Non Resident Individual 1 500 002

Bodies Corporate 1 500 002

Resident Individuals-HUF 190 116740 424

HIRA AUTOMOBILES LIMITED

38

Plant ShowroomLocationsShowroom Locations

Address for correspondence

Related Party Transactions

Compliance

Vigil Mechanism

WhistleBlower Policy

Mandatory Requirements

1 Hira Automobiles Limited Rajbaha Road Patiala Ph No 0175-22091002 Hira Automobiles Limited Malout Road Muktsar Ph No 01633-2620203 Hira Automobiles Limited Village Bhadak Rajpura Ph No 01762-2448814 Hira Automobiles Limited Radha Swami Satsang Road Nabha PhNo 01765-5059595 Hira Automobiles Limited Muktsar Road Malout Ph No01637-2637246 Hira Automobiles Limited Patiala Pehowa Road DevigarhPh No0175-26311527 Hira Automobiles Limited Bathinda Malout Road Gidderbaha8 Hira Automobiles Limited Nabha Road Bhadson9 Hira Automobiles Limited Cheeka road Samana

10 Hira Automobiles Limited Malout Road Killianwali

Following is the address for correspondenceRegistered Office ndash Hira Automobiles Limited 0598 Sector 18-B Chandigarh 160018

There are no materially significant related party transactions that may have potential conflict with the interests ofcompany at large There were transactions with related parties at market price at arms length basis which aredisclosed in Form AOC ndash 2 attached herewith The policy on dealing with related party transactions is availableon web link of the Company

The Company has complied with all the provisions of listing agreement and that no penalties and or strictureshas been imposed on the company by Stock Exchange or SEBI or any statutory authority on any matter relatedto capital markets during the last three years

Detail of Vigil Mechanismis provided in the same heading in Directors Report

Company has formulated the Whistle Blower Policy to safeguard the interest of its stakeholders Directors andemployees to freely communicate and address to the Company their genuine concerns in relation to any illegalor unethical practice being carried out in the Company and that no personnel has been denied access to the auditcommittee

The Company has complied with all the mandatory requirements as stipulated in SEBI (Listing and DisclosureRequirements) Regulations 2015

10 OTHERDISCLOSURES

wwwhiraautomobilescom

HIRA AUTOMOBILES LIMITED

39

MANAGEMENTDISCUSSIONANDANALYSIS REPORT

1 Industrystructureanddevelopment

2 Opportunitiesandthreats

3 Segmentwiseor product wiseperformance

4 Outlook

5 Risksandconcern

6 Internal control systemsandtheir adequacy

HIRA AUTOMOBILES LIMITED

40

7 Discussiononfinancial performancewithrespect tooperational performanceDue to overall recessionary economy and internal competition with the new dealer there has been minoradverse impact on the financial stability of the company with respect to operational performance as the workingcapital limits of the company has increased substantially where as there is no growth in sales In comparison tominor growth in operational performance Profitability of the company has been decreasing during the yearinspite of higher burden of interest expenditure salary and wages and other admistrative expenses

8 HumanRecourses

9 Management of theCompany

Human Resource is considered to be the most prized assetof the company by the management Hence the work-forceis being looked after well and ensured that they remain motivated The 360 degree appraisal system ensures theirsatisfaction and brings out their concerns and bikerings which are addressed by the management immediately Thisimproves the employee-management relationship and makes themwork for the better future of the company

As Company has a large network of branches spread over 14 locations in two district of Patiala and Muktsar eachlocation is being managed by a rich experienced deemed CEO who is also known deemed key managerial personnelAll the branches key Managerial Personnel are reporting directly to CMD sitting at Patiala corporate office of thecompany

HIRA AUTOMOBILES LIMITED

41

COMPLIANCECERTIFICATEBYCHIEFEXECUTIVEOFFICERANDCHIEFFINANCIALOFFICER

We Rahulinder Singh Sidhu Managing Director and Sandeep Rana Chief Financial Officer of the Companyhereby certify thatA We have reviewed financial statements and the cash flow for the year ended 31 March 2016 and that to thebest of our knowledge and belief(1) These statements do not contain any materially untrue statement or omit any material fact or containstatements that might be misleading(2) These statements together present a true and fair view of the company affairs and are in compliance withexisting accounting standards applicable laws and regulationsB There are to the best of our knowledge and belief no transactions entered into by the Company during theyear that are fraudulent illegal or volatile to the companyscode of conductC We accept responsibility for establishing and maintaining internal controls for financial Reporting and that wehave evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting andwe have disclosed to the auditors and the audit committee deficiencies in the design or operation of such internalcontrols if any of which they are aware and the steps they have taken or propose to take to rectify thesedeficienciesD We have indicated to the auditorsand the Audit committee(1) Significant changes in internal control over financial reporting during the year(2) Significant changes in accounting policies during the year and that the same have been disclosed in thenotes to the financial statements and(3) There were no instances of fraud of which they have become aware and the involvement therein of themanagement or an employee having a significant role in the companys internal control system over financialreporting

I Rahulinder Singh Sidhu Managing Director of the Company hereby declare that all Board Members andSenior Management Personnel have affirmed compliance with the code of conduct for the Directors and SeniorManagement Personnel as approved by the Board for the Financial Year ended 31 March 2016

For

st

st

HIRA AUTOMOBILES LIMITED

42

AUDITORS CERTIFICATEONCORPORATEGOVERNANCE

The Board of DirectorsHira Automobiles LimitedChandigarh

We have examined the compliance of conditions of Corporate Governance by Hira Automobiles Limited for thefinancial year ended March 31 2016 as stipulated in the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015

The compliance of conditions of Corporate Governance is the responsibility of the management Ourexamination was limited to procedures and implementation thereof adopted by the company for ensuring thecompliance of the conditions of the Corporate Governance It is neither an audit nor an expression of opinion onthe financial statements of the company

In our opinion and to the best of our information and according to the explanations given to us we certify that thecompany has complied with the conditions of Corporate Governance as stipulated in the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015

We further state that such compliance is neither an assurance as to the future viability of the company nor theefficiency of effectiveness with which the management has conducted the affairs of the company

HIRA AUTOMOBILES LIMITED

43 HIRA AUTOMOBILES LIMITED

4

5

OPINION

REPORTONOTHERLEGALANDREGULATORYREQUIREMENTS

44 HIRA AUTOMOBILES LIMITED

Annexureldquo Ardquoto the Independent Auditors Report on the Standalone Financial Statements of Hira Automobiles Limited(Referred to in paragraph 1 (f) under Report on Other Legal and Regulatory Requirements of our report of evendate)

REPORT ON THE INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING UNDER CLAUSE (i)OF SUBSECTION3 OF SECTION 143 OF THE COMPANIES ACT 2013 (ldquoTHE ACTrdquo)

We have audited the internal financial controls over financial reporting of hira automobiles LIMITED (ldquotheCompanyrdquo) as of March 31 2016 in conjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

The Companys management is responsible for establishing and maintaining internal financial controlsbased onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the ldquoGuidance Noterdquo) issued by the Institute of Chartered Accountants of India These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherence to Companyspolicies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financial information as requiredunder the Companies Act 2013

Our responsibility is to express an opinion on the Companys internal financial controls over financial reportingbased on our audit We conducted our audit in accordance with the Guidance Note and the Standards onAuditing prescribed under Section 143(10) of the Companies Act 2013 to the extent applicable to an audit ofinternal financial controls Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if such controls operatedeffectively in all material respects Our audit involves performing procedures to obtain audit evidence about theadequacy of the internal financial controls system over financial reporting and their operating effectiveness Ouraudit of internal financial controls over financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditors judgement including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internalfinancial controlssystem over financial reporting

MANAGEMENTSRESPONSIBILITYFORINTERNALFINANCIALCONTROLS

AUDITORS RESPONSIBILITY

45 HIRA AUTOMOBILES LIMITED

MEANINGOFINTERNALFINANCIALCONTROLSOVERFINANCIALREPORTING

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVERFINANCIAL REPORTING

OPINION

A companys internal financial control over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles A companys internal financial controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of thecompany (2) provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and that receipts andpayments of the company are being made only in accordance with authorisation of management and directors ofthe company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the companys assets that could have a material effect on the financialstatements

Because of the inherent limitations of internal financial controls over financial reporting including thepossibility of collusion or improper management override of controls material misstatements due to error orfraud may occur and not be detected Also projections of any evaluation of the internal financial controlsover financial reporting to future periods are subject to the risk that the internal financial control over financialreporting may become inadequate because of changes in conditions or that the degree of compliance withthe policies or procedures may deteriorate

in our opinion to the best of our information and according to the explanations given to us the Companyhas in all material respects an adequate internal financial controls system over financial reporting and suchinternal financial controls over financial reporting were operating effectively as at March 31 2016 based onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note

46 HIRA AUTOMOBILES LIMITED

Annexure B To Auditors ReportAnnexure referred to in paragraph 3 of our report of even date

1 (a) The Company has maintained proper records showing full particulars including quantitativedetailsand situation of fixed assets at Corporate Office and in the process of maintaining at outlets

(b) We have been informed that the fixed assets of the company have been physically verified by themanagement at reasonable intervals and no material discrepancies were noticed on such verification

2 (a) As informed to us physical verification of inventory of the company has been conducted by themanagement at reasonable intervals (b) In our opinion and according to the explanations givento us the procedures of Physical verification of inventory followed by the management arereasonable and adequate in relation to the size of the company and the nature of its business

(c) In our opinion and according to the explanations given to us the Company is maintainingproper records of inventory We have been informed that no material discrepancies have been noticedon physical verification as compared to records

3 (a) According to the information and explanation given to us the Company has advanced inter corporatedeposits to three companies covered in the register maintained under section 189 of the CompaniesAct2013 and there is no stipulation as to the time period for recovery of principal and interest amount ofunsecured loan given

(b) Further as there is no stipulation as to the time period for recovery of principal amount ofunsecured loan given we are unable to comment on the overdue amount in respect of thesaid loan

4 In our opinion and according to the information and explanations given to us the Company has compliedwith the provisions of Sections 185 and 186 of the CompaniesAct 2013 in respect of grant of loans makinginvestments and providing guarantees and securities

5 According to the information and explanation given to us the Company has not accepted deposits frompublic Advances from customers for sale of vehicles and against sale promotion schemes run by theCompany to promote its sale are received and paid in the ordinary course of business

6 The maintenance of cost records under section 148(1) of the CompaniesAct 2013 has not been prescribedby the Central government for the Companysince it is not manufacturing Company

7 (a) According to the information and explanations given to us the company is generally regular indepositing all statutory dues including provident fund investor education and protection fundemployees state insurance income tax sales tax wealth tax custom duty excise duty cess and anyother statutory due with appropriate authority during the year

(b) According to the information and explanations given to us there are no disputed amount payables inrespect of provident fund investor education and protection fund employees state insurance incometax sales tax wealth tax customduty excise duty cess by the Company

(c ) No amount was lying with the company which was required to be transferred to investor education andprotection fund in accordance with the relevant provisions of the CompaniesAct 1956 (1 of 1956) andrulesmade there under

8 As informed to us the companyhas not defaulted in repayment of dues to financial institutions or banks

9 As informed to us the company has not given any guarantee for loans taken by others from bank orfinancial institutions

47 HIRA AUTOMOBILES LIMITED

10 As informed to us the proceeds of the term loans taken by the company are applied for the purpose forwhich the loans were obtained

11 Based on the audit procedures performed for the purpose of reporting the true and fair view of the financialstatements and as per the information and explanation given by the management we report that no fraudby the company has been noticed or reported during the course of our audit

48 HIRA AUTOMOBILES LIMITED

49

Particulars Note No As at As atMarch 312016 March 312015

I EQUITY AND LIABILITIES(1) Shareholders funds

(a) Share capital 2 2753440000 2753440000(b) Reserves and Surplus 3 6240053700 5676970200

(2) Non-current liabilities(a) Long term borrowings 4 10202167800 9006585600(b) Deferred tax liabilities (net) 5 1662638300 1542080600(c) Other long-term liabilities 6 5734992800 5067035200

(d) Long-term provisions 7 1339912400 1244415300(3) Current liabilities

(a) Short term Borrowings 8 49363423500 59501393100(b) Trade payables 9 1502741100 6123301200(c) Other current liabilities 10 3671194600 4679162300(d) Short term provisions 11 823155600 789863800

Total 83293719800 96384247300ASSETS

(1) Non-Current assets(a) Fixed assets

(i) Tangible assts 12 16817879700 16711642800(ii) Intangible assets 13 - -

(b) Non-current investments 14 1120000 1120000(d) Long-term loans and advances 15 2618538200 2251312400

(2) Current assets(a) Inventories 16 41208502100 40489156300(b) Trade Receivables 17 14372057700 13922503000(d) Cash and Cash equivalents 18 3697504100 11556587000(e) Short-term Loans and Advances 19 4497240800 11399114400(f) Other Current assets 20 80877200 52811400

Total 83293719800 96384247300

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

(IN RUPEES)

Chairman and Managing Director

Balance Sheet

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies 1

50

Particulars Note No Year Ended Year EndedMarch 312016 March 312015

I Revenue from operations 21 310372896800 323733670200II Other income 22 136994600 525412000III Total Revenue(I+II) 310509891400 324259082200IV Expenses

a Cost of Material Consumed 23 1357073500 1293751900b Purchase of Stock-in-Trade 24 281848216100 294479334400c Changes in Inventories of Finished Goods 25 (719345800) (186205700)d Employee Benefits Expenses 26 12664754100 12944732800e Finance Costs 27 5604834800 4157234900f Depreciation and Amortization expense 12 1358225700 1559476600g Other Expenses 28 7395406500 8383136200

Total Expenses 309509164900 322631461100V Profit before tax (III-IV) 1000726500 1627621100

VI Tax expense(a)Current tax 275985000 473844400(b)Deferred tax 120557700 -

VII Profit for the Year(V-VI) 604183800 1153776700VIII Prior period tax expenses 41100300 75346500IX Earnings per Equity Share(in Rupees) 563083500 1078430200

Basic 219 392Diluted 219 392

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

Profit amp Loss Account

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies

51

Particulars As at March 312016 As at March 312015A Cash Flow from Operating Activities

Net Profit before Tax 1627621100Adjustment forDepreciation 1559476600Interest expenses 4157234900Loss Profit on Sale of Fixed Assets -

Operating ProfitLoss before Working Capital Changes 7344332600Adjustment for(Increase)Decrease in Trade amp Other receivables 940107800(Increase)Decrease in Inventory (186205700)Increase(Decrease) in Trade Payables amp other provisions (4054306400)(Increase)Decrease in Other Loans amp Advances (4635970800)Cash generated from operations (592042500)Taxes Paid (549190900)Previous Year Taxes (Net) -Net Cash from Operating Activities (A) (1141233400)

B Cash Flow from Investing Activities(Purchase) of FixedCapital Expenditure (2227931100)Sale of Fixed Assets 883140700Sale(Purchase) of Investment (315826300)

Net Cash used in Investing Activities (B) (1660616700)C Cash Flow from Finance Activities

Proceeds from Long Term Borrowing (Net) (4869873700)Secured Loan 18024550800Unsecured Loan - 991878400Interest paid (4157234900)Net Cash from Financing Activities (C ) 9989320600

Net increase in Cash and Equivalents (A+B+C) 7187470500Opening Balance of Cash and Cash Equivalents 4369116500

Closing Balance of Cash and Cash Equivalents

1000726500

13582257005604834800

69725800

8033512800

(449554700)(719345800)

(5595236000)68738078008143184100(275985000)

(41100300)7826098800

(1622365700)88177300

(367225800)

(1901414200)

1959036900(10137969600)

(5604834800)(13783767500)

(7859082900)11556587000

3697504100 11556587000

Notes1 Figures in brackets indicate cash outflow2 The above Cash Flow Statement has been prepared under the indirect method set out in AS 3-Cash

Flow Statement as prescribed by Companies (Accouning Stanadards)Rules2006

This is the Cash Flow Statement referred to our report of even date

Cash Flow Statement

HIRA AUTOMOBILES LIMITED

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

For the Year Ended 31 March 2016st

52

Notes to Accounts2 SHARE CAPITAL

As at March 31 2016 As at March 312015(1)AUTHORISED6000000 Equity shares of Rs10-each 6000000000 6000000000

FULLY PAID UP

ISSUEDSUBSCRIBED -2753440 Equity shares of Rs10 each

6000000000 6000000000

2753440000 2753440000

2753440000 2753440000

Shares at the beginning of the accounting Period2753440 Equity shares of Rs10- each 2753440000 2753440000Additions during the year - -Shares outstanding at the end of year 2753440000 2753440000Total 2753440000 2753440000

(a) Rights Preferences and Restrictions Attached to sharesEquity Shares The Company has only one class of equity shares having a par value of Rs 10 per shareEach Shareholder is entitled to one vote per share In the event of liquidation of the company the holder ofequity shares will be entitled to receive any of the remaining of the Company after distribution of allpreferential amounts However no such preferential amount exist currently The distribution will be inproportion to the number of equity shares held by the equity shareholders(b) Detail of Shares held by Shareholders holding more than 5 of the Aggregate Shares in theCompany

Name of Shareholders No of Shares Shareholding as at March31 2016

Rajinder Kaur Bhattal 826000 3000Kuldeep Singh Bhattal 272100 988Rahul Sidhu 270000 981Simran Bajwa 265000 962Manjeet Kaur Sangha 862900 3134

3 RESERVES AND SURPLUSAs at March 312016 As at March 312015

General reserveAt the beginning of the accounting period 723675000

-

-

-

-

723675000Additions during the yearAt the end of the accounting period 723675000 723675000Surplus in Statement of Profit and LossAt the beginning of the accounting period 4953295200 3874865000Additions during the year 563083500 1078430200(balance in statement of profit amp loss ac)prior period expenses written offtransfer tofrom reservesAt the end of the accounting period 5516378700 4953295200

Total 6240053700 56769702004 LONG TERM BORROWINGS

As at March 312016 As at March 312015SECUREDTerm loan(Secured against hypof car and guaranteed bythe directors of the co)

(Secured against Focal Point Properties andguaranteed by directors)

-

5018479300

142138000

5774447600

UNSECUREDLoans from directors 5183688500 3090000000Loans from shareholders and public - -Total 10202167800 9006585600

Term loan

HIRA AUTOMOBILES LIMITED

53

5 DEFERRED TAX LIABILITIES (NET)As at March 312016 As at March 312015

Deferred tax liabilities 1662638300 1542080600Total 1662638300 1542080600

6 OTHER LONG TERM LIABILITIESAs at March 312016 As at March 312015

Sales promotion scheme- Customeradvances

5046479000 4415090000

Security from Employees 688513800 651945200Total 5734992800 5067035200

7 LONG TERM PROVISIONSAs at March 312016 As at March 312015

Gratuity provision 1339912400 1244415300Total 1339912400 1244415300

10 OTHER CURRENT LIABILITIESAs at March 312015

Current maturities of long term debts 880473400 1674618400Interest accrued and due on borrowings - -Value added tax and CST 2185026500 2517359600TDS payable 111535600 157798400Current year taxes payable(net of advance tax) - -

Other payables 494159100 329385900Total 3671194600 4679162300

11 SHORT TERM PROVISIONS

(a) Provisions for employee benefits 823155600 789863800

8 SHORT TERM BORROWINGSAs at March 312016 As at March 312015

Secured loans from banksPunjab National Bank -(secured against hypothecation of stockand book-debts)Gur Mandi Patiala 30680878500 29077205300Gagan Chowk Rajpura 1863121400 1705992300New Grain Market Muktsar and Malout 842363700 757042200Inventory funding 15977059900 27961153300(secured against hypothecation of stockand book-debts)Total 49363423500 59501393100

9 TRADE PAYABLESAs at March 312016 As at March 312015

Sundry Creditors 357269200 2822407500Advance from Parties-Interest free 1145471900 3300893700Total 1502741100 6123301200

HIRA AUTOMOBILES LIMITED

As at March 312016 As at March 312015

Total 823155600 789863800

As at March 312016

54 HIRA AUTOMOBILES LIMITED

14 NON CURRENT INVESTMENTAs at March 312016 As at March 312015

Investment in Shares 1120000 1120000Investment in Mutual Funds - -

Total 1120000 1120000

15 LONG TERM LOANS AND ADVANCESAs at March 312016 As at March 312015

Security Deposits 366283000 337485500(Unsecured considered good unlessOtherwise Stated)Intercorporate Deposits 2252255200 1913826900Total 2618538200 2251312400

16 INVENTORIESAs at March 312016 As at March 312015

(As taken valued amp certified by the management)

Stock in Trade (in respect of goodsacquired for trading )

38093012700 37213584000

Stores Spares amp Loose tools 3115489400 3275572300

Total 41208502100 40489156300

17 TRADE RECEIVABLESAs at March 312016 As at March 312015

(unsecured considered good unlessotherwise stated)(1)Debts outstanding for a period exceeding

six months from the date they are due 513584600 623548900(2)Other debts 13858473100 13298954100Total 14372057700 13922503000

55

18 CASH amp CASH EQUIVALENTS As at March 312016 As at March 312015

(a) Balance with BanksFixed deposits 1260950600 812770600(Earmarked balances with banksheld as margin moneyagainst borrowingsand other commitments)Current accounts 1243916600 6403274200Gold Coins 29547200 29547200(b) Cheques Draft on HandCheques in HandCash in hand

202088500961001200

30714258001239569200

Total 3697504100 11556587000

19 SHORT TERM LOANS amp ADVANCESAs at March 312016 As at March 312015

(Unsecured considered good unlessotherwise stated)advances recoverable in cash orin kind for the value to be received(1)Advance to parties 2541662700 9294257800(2) Receivable from revenue authorities 551783000 569108700(3)Current years taxes recoverable(net ofliability)

332615600 380504500

(4) Other advances 1071179500 1155243400Total 4497240800 11399114400

HIRA AUTOMOBILES LIMITED

56

20 OTHER CURRENT ASSETSAs at March 312016 As at March 312015

Prepaid Expenses 80877200 52811400

Total 52811400

21 REVENUE FROM OPERATIONSAs at March 312016 As at March 312015

Sale of products 290733945600 301324413800Sale of services 9681919400 10435033800

Other operating revenues 9957031800 11974222600310372896800 323733670200

Less Excise duty - -Total 310372896800 323733670200

22 OTHER INCOMEAs at March 312016 As at March 312015

Interest income 87335400 279807100Other Non-operating income 49659200 245604900Total 136994600 525412000

23 COST OF MATERIAL CONSUMEDAs at March 312016 As at March 312015

Purchases Raw-Materials and PackingMaterials

1357073500 1293751900

Add Opening balance of stock - -1357073500 1293751900

Less Closing balance of stock - -Total 1357073500 1293751900

80877200

24 PURCHASE OF STOCK IN TRADEAs at March 312016 As at March 312015

Purchases of Traded goods 281848216100 294479334400

Total 281848216100 294479334400

25 CHANGES IN INVENTORIESAs at March 312016 As at March 312015

Finished Goodsat the beginning of the accounting period - -at the end of the accounting period - -Stock-in-Tradeat the beginning of the accounting period 40489156300 40302950600at the end of the accounting period 41208502100 40489156300Total (719345800) (186205700)

26 EMPLOYEE BENEFIT EXPENSESAs at March 312016 As at March 312015

Salary and Wages 8156996000 9654096800HRA Expenses and other allowance 2733336200 1148756100Contribution to Provident fund 587123100 490338400Contribution to Employees state Insurance fund 157923000 161030000Workers and Staff Welfare 299823200 269213600Gratuity Expenses 95497100 64570600Bonus 420931500 903597900Employees Training and Uniform expenses 213124000 253129400Total 12664754100 12944732800

HIRA AUTOMOBILES LIMITED

57

27 FINANCE COSTSAs at March 312016 As at March 312015

Interest ExpenseInterest to Banks 4309580000 3483884100Interest on Unsecured loans 1196279800 577607600Interest to Customers (36290200) (95330900)Interest to MSIL (121679800) (50429300)Interest to Bank on Vehicle loan 29667800 43272600Bank Charges 227277200 198230800

Total 5604834800 4157234900

28 OTHER EXPENSESAs at March 312016 As at March 312015

Accessories Expenses 9551600 18313400Festival Expenses 30357200 8141000Donation 13123500 9144500Freight Inward 23896900 26399000Power amp Fuel 913761800 911434100Software Usage Charges 91413600 86473500Entertainment Exp 19129900 29106000Rent Rates amp Taxes 701191800 671145200General Expenses 162725500 138611000Godown Rent 57600000 48125000Insurance 161551400 173705300Legal expenses 43474400 60436900Misc Expenses 7073900 3598300News Paper amp Periodicals 9374100 7947200Outside Labour Expenses 284322400 102072700Payment to the Auditors 48313400 15000000Postage amp Courier Expenses 10683600 13298800Professional Charges 147965200 1006744000Printing amp Stationery 165125400 223093400Repair to Buildings and fixed assets 309177500 427256800MDS Expenses 21264900 35806500Telephone Expenses 326712100 525640000Workshop Expenses 325704400 579373600Vehicle Running Expenses 182200200 225090800Other expenses 18263600 405070100Advertisement ExpensesDiscounts

99310800745200400

118382500821623000

Customer welfare 146224200 161357500Demo Expenses amp PDI Expenses 372510300 437441500Sales Promotion 696744200 773152400Sale Commission amp Incentives 160190000 35180000Pool Cancellation and lifting charges 202092600 166694500Marketing Staff Tour expensesTrue Value Expenses

531070200358105500

581622300442725000

Total 7395406500 8383136200

HIRA AUTOMOBILES LIMITED

58 HIRA AUTOMOBILES LIMITED

Post-Employment BenefitsDefined Contribution PlansA defined contribution plan is a post-employment benefit plan under which the Company pays specifiedContributions to a separate entity The Company makes specified monthly contributions towards ProvidentFund Superannuation Fund and Pension Scheme The Companys contribution is recognized as an expense inthe Profit and Loss Statement during the period in which the employee renders the related service

The Company does not deal with Foreign Currency hence AS-11 ldquoEffect of changes in Foreign Exchangesissued bythe Institute of Chartered Accountantsof India isnot applicable

Cash Flow Statements has been prepared following the indirect method set out in the Accounting Standard-3 on ldquoCash Statements ldquoissued by the Institute of Chartered Accountants of India

(i) Income tax expenses for the period comprise of Current Tax amp Deffered Tax(ii) Current tax is measured at the amount expected to be paid to the tax authorities using the applicable tax

Rates of the Income TaxAct 1961(iii) Deferred Tax is calculated on the timing differences being the difference between accounting income and

taxable income which originates in one period and are capable of reversal in one or more subsequentaccounting periods in accordance with the provisions of Accounting Standard -22 on ldquoAccounting forTaxeson Incomerdquo issued by the Institute of Chartered Accountants of IndiaDeferred tax assets are recognized only to the extent that there is a reasonable certainty that sufficientfuture income will be available except that deferred tax assets in case there are unabsorbed depreciationor losses are recognized if there is virtual certainty that sufficient future taxable income will be available torealize the same

Depreciation on Fixed Assets is provided on the basis of Straight Line Method (SLM) Depreciation isprovided based on useful life of the assets as prescribed in Schedule II to the Companies Act 2013

Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and itis probable that an outflow of resources will be required to settle the obligation and a reliable estimate canbe made Provisions are not discounted to their present value and are determined based on the bestestimate required to settle the obligation at the reporting date These estimates are reviewed at eachreporting date and adjusted to reflect the current best estimatesContingent liabilities are disclosed unless the possibility of outflow of resources is remoteContingent assets are neither recognized nor disclosed in the financial statements

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value Animpairment loss is charged to the Profit and Loss Statement in the year in which an asset is identified asimpaired The impairment loss recognized in prior accounting period is reversed if there has been a changein the estimate of recoverable amount

G) ForeignCurrencyTransaction

H) CashFlowStatements

J) Depreciation

K) ProvisionsandContingent liabilities

L) Impairment ofAssets

I) TaxesonIncome

59 HIRA AUTOMOBILES LIMITED

M) EarningsPer Share

N) Segment Reporting

has been made in accordance with the requirement of Accounting Standard (AS) -20 on Earnings PerShare issued by the Institute of Chartered Accountants of India Diluted Earning per share is the same asBasic Earning per share because there is no potential equity shares which would have dilutive effect onearning per shares to equity shareholders

The Company is Authorized Dealer of Maruti Suzuki India Limited (MSIL) and hence is engaged in thebusiness of sale amp service of MSIL vehicles As the basic nature of sale of variants of vehicles is governedby the same set of risk amp returns these have been grouped as single segment as per AccountingStandard(AS-17) on segment reporting issued by the Institute of Chartered Accountants of India

2 Detail in respect of Opening Stock Sales and Closing Stock as follows

3 (a) During the year the company has recognized the following amounts as Defined Contribution Pan in theProfit and Loss Account

i) Employers Contribution to Provident Fund - Rs 5871 Lacsii) Employers Contribution to Employee State Insurance - Rs 1579 Lacs

The calculation of Earnings Per Share (EPS) as disclosed in the Balance Sheet Abstract

(b) During the year the Company has made provision for Gratuity in books asdesigned benefit plan

4 Subsequent to Accounting Standards -22 Accounting for Taxes on Income Issued by the Institute ofCharteredAccountants of India Deferred Tax Expenses of Rs 120557700 for the periods is recognized inthe profit and LossAmount

Calculation of Deferred TaxLiability is as followsWritten down value of Fixed Assets as on 31032016 (As per Company Act) 168178793Written down value of Fixed Assets as on 31032016 (As per Income Tax Act) 114371729bull Timing Difference 53807064bull Tax 3090 16626383bull Deferred Tax Liability as on 31032016 16626383bull Deferred Tax Liability as on 31042015 15420806bull Deferred Tax Liability to be provided for 1205577

5 Legal amp Professional Fees includes Payments to Auditors comprising as follows-i) Statutory Audit fee Rs 10000000ii) Tax audit and Vat audit Fee Rs 5000000

6 Related Party Disclosure in accordance with Accounting Standard-18

Pacific Finlease Pvt LtdRahul Sidhu Enterprises Pvt LtdRSG Studios Pvt Ltd

(a) Enterprises owned or Significantly Influenced by Directors and their Relatives

60 HIRA AUTOMOBILES LIMITED

Particulars Opening Stock Sales Closing StockQty

825VehiclesSpares ampAccessory

Amount(Rs In Lacs)

37213632756

Qty

5627

Amount(Rs In Lacs)2647068260272

Qty

1131

Amount(Rs In Lacs)

38093031155

b)

Pacific Finlease Pvt Ltd

Rahul Sidhu Enterprises Pvt Ltd

RSGStudios Pvt Ltd

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 1915Interest Recovered during the financial year 207

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 14379Interest Recovered during the financial year 035

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 6229Interest Recovered during the financial year 618

7 Calculation of Earning Per Share is as follows Profit after Tax as per Profit amp Loss Account as on 3132016 5630835

For Basic Earning Per share 2753440For Diluted Earning Per Share 2753440

Basic 219Diluted 219

8 Balance confirmation letters have been obtained from some of the parties on test check basis9 Figures of Previous year have been re-grouped and re classified wherever necessary in order to

conform to the current years presentation

As per our report of even date

No of Equity Share (Face value Rs 10- each)

Detail of transaction for the financial year 2015-16

Earning Per Share

61 HIRA AUTOMOBILES LIMITED

Page 29: HIRAAUTOMOBILESLIMITED - bseindia.com · S. Isher Singh Director Mrs. Neha Sidhu Whole time Director Mrs ... Name Rahulinder Singh Sidhu Age 34 Brief Resume Working as Director in

30 HIRA AUTOMOBILES LIMITED

HIRA AUTOMOBILES LIMITEDCODEOF CONDUCT

PERSONTOWHOMTHECODEISAPPLICABLE

( ) GENERALSTANDARDOFCONDUCT

( ) APPLICABLELAWS

( ) CONFLICTOFINTEREST

( ) PROTECTINGCONFIDENTIALINFORMATION

This code is applicable to the following persons (hereinafter referred to as Officers of the company)-All the Board Members-The entire Core group Members of the Companyand heads of the department

1 Officers are expected to exercise good judgment to ensure the safety and welfare of employees consumerscustomers suppliers shareholders lenders and other stakeholders and to maintain a co-operativeefficient positive harmonious and productive work environment practice integrity in inter-personalrelationships work on the principal of mutual trust transparencyand teamwork

2 Officers are expected to acquire and maintain professional competence3 Officers are expected to observe discipline and conduct themselves both on and off-duty in a manner to

uphold the high image of the company4 Officers are expected to assist the company in identifying controlling mitigating and managing business

risks within the companys risk management policy framework5 Officers are expected to assist the company in providing to its employees a work environment free of

harassment and free of discrimination based on race religion creed color physical or mental disability agesex etc

6 Officers should not engage in selling or distribution or be in possession of or use narcoticspsychotropicdrugs or be under influence of alcohol while on duty

7 As Officers represent the Company before the public and various authorities they are expected to dressneatly and appropriately in a manner consistent with the nature of their work and the image of the company

8 Officers should not claim from the company unauthorized personal expenses9 Customersupplierinvestor Relationships- Officers who need to deal with customers suppliers and investors

should understand that they are dealing and therefore should uphold the image and goodwill generated andbuilt-up by the Companyover the year

Officers must acquire adequate Knowledge of all the applicable laws rules regulations order and notificationsunder regulatory framework as applicable to their functions and duties and should follow and comply with thesame and avoid violation breach or infringement thereof

Officers of the Company will avoid conflict of interest Conflict of interest is said to exit when personal interest mayhave a potential conflict with the interest of the company at large Where any transaction involves conflict ofinterest prior approval of the Managing Directors Executive Director and in case of a Director of the Boardshould be obtained

The Companys confidential information is a vita and asset It may relate to product product formula processproduct plans and road maps cost and financial information information as to customers suppliers dealers andemployees business arrangements and agreements as well as to patents trademarks copyrights and tradesecrets For the purpose of this Code confidential information would also include the information obtained by theCompany from a third party under a Non Disclosure Agreement Such confidential information should beprotected and safeguarded against unauthorized personal use and should not be disclosed to any one expect (i)with prior authorization (ii) in the ordinary course of carrying on the business of the Company In the course ofconducting the Companys Business Officers may come in possession of confidential information about itsemployees customers suppliers etc Officers should handle the same with utmost responsibility and prevent itsmisuse

I

II

III

IV

31 HIRA AUTOMOBILES LIMITED

( ) PREVENTIONOFINSIDERTRADING

( ) COMPANYSASSETS

( ) NONCOMPLIANCE

( ) ANYAMENDMENTSORMODIFICATIONTOTHECODEOFCONDUCT

( )ACKNOWLEDGEMENTOFRECEIPTOFCODEOFCONDUCTANDETHICS

1 COMPANY PHILOSOPHY ONCODEOF GOVERNANCE

2 BOARDOF DIRECTORS

V

VI

VII

VIII

IX

Officers are privy to price sensitive inside information and should not use it to make personal gains TheCompany has framed Code of Conduct for prevention of insider trading in the Securities of the CompanyOfficers should follow the same in letter and spirit

Protecting and safeguarding the Companys assets and properties and preventing their unauthorized usepersonal use is one of the key and prime responsibility of Officers Officers are personally responsible of theCompanys funds under their control Officers should use electronic communication facilities like e-mail Internetetc in a legal ethical and appropriate manner and not expose the Company to liability resulting from the illegalunauthorized or unethical use thereof

In case of non-compliance of any of the provisions of this Code of conduct the same shall be reported to theChairman of the Board of Directors of the Company

This Code of Conduct is subject to modification The Board of Directors has the requisite power and the authorityto update and amend the Code of Conduct from time to time

I have received and read the Companys Code of Conduct and Ethics and have understood the standards andpolicies contained therein I agree to comply with the Companys Code of Conduct and Ethics I hereby affirm tothe Company compliance with the Code Conduct and Ethics on an annual basis and also undertake to renewsuch affirmation in the first weekof April every year

Pursuant to Regulation 34 read with Schedule V to the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 a Report on Corporate Governance is givenbelow

The report on Corporate Governance is requirement under Listing Agreement entered into with stockExchange and forms part of the report of the Board of Directors to the shareholders of the Company Thisreport gives an insight into the organizational structure of the Company The vision of the company is to be afinancially sound profitable growth oriented company committed to building and maximizing sustainablevalue for all the shareholders In its endeavor to attain the goal visualized the company is laying maximumemphasis on the effective system of Corporate Governance

(a) CompositionThe present strength of Board of Directors of the Company is five comprising of two Promoter Directors and threeIndependent Directors having diversified professional experience Out of total strength of five Directors two areexecutive and three are Non-Executive The composition of Board of Directors as on 31 March 2016 is asunder

REPORT OF THEBOARDOFDIRECTORS ONCORPORATEGOVERNANCE

st

32 HIRA AUTOMOBILES LIMITED

SN Name DIN Designation Nature of Directorship

1 Rahul Inder SinghSidhu

00447452Chairman and ManagingDirector

Promoter Executive

2 Neha Sidhu 00460875 Whole-time director Promoter Executive

3 Isher Singh 02990779 Director Independent Non Executive4 Rajbir Kaur 06397998 Director Independent Non Executive

5 Rupinder Kaur 06403845 Director Independent Non Executive

6 Ramesh Kumar 00126036 Director Independent Non Executive

Sh Ramesh Kumar has resigned on 31122015 from the office of Director(b) Attendance of each Director at the Board Meetings held during the year 2015-16 and last Annual General

Meeting and number of other Boards or Board Committees in which heshe is a member is as under-

The detail of number of shares and convertible instruments held by non ndash executive directors is given asbelow

Shri Rahulinder Singh Sidhu Managing Director of the Company and Smt Neha Sidhu Whole Time Director on theBoard of Directors are related to each other as husband and wife

(c) During the year fifteen meetings of the Board ofDirectors were held on the following dates-

The familiarization programme imparted to independent directors is disclosed on weblinkof the Company

wwwhiraautomobilescom

33

30042015 30052015 31052015 21072015 31072015 15092015

30092015 31102015 02112015 30112015 02012016 0202201615022016 22022016 10032016

SN Name of non ndash executive Director No of Equity Shares Held No of convertibleinstruments Held

1 Rajbir Kaur Nil NA

2 Rupinder Kaur Nil NA3 Isher Singh Nil NA

Total Nil NA

SN

Name of Director No of BoardMeeting attended

No of otherDirectorship

Membershipin other

Committees

Attendance atlast AGM

1 Rahulinder Singh Sidhu 15 4 - Yes

2 Neha Sidhu 12 4 - Yes

3 Isher Singh 12 - 3 -

4 Rajbir Kaur 6 - 3 -

5 Rupinder Kaur 6 - 3 -

6 Ramesh Kumar 1 4 - -

HIRA AUTOMOBILES LIMITED

34

3 AUDITCOMMITTEE

4NOMINATIONANDREMUNERATIONCOMMITTEE

Remunerationpolicy

The terms of reference of the audit committee include all the matters as provided under Section 177 (4) of TheCompanies Act 2013 and the rules made there under and SEBI (LODR) Regulations 2015

As on 31 March 2016 In compliance with the provisions of Section 177(2) of the Companies Act 2013 AuditCommittee comprises of three Non-Executive Independent Directors five meetings of Audit Committee wereheld during the year under consideration on following dates

The details of members of the audit committee and their attendance is as under-

The terms of reference of Nomination and Remuneration Committee covers all the matters provided under theCompanies Act 2013 and the rules made there under and SEBI (LODR) Regulations 2015

As on 31 March 2016 in compliance with the provisions of Section 178(1) of the Companies Act 2013Nomination and Remuneration Committee comprises of three Non-Executive Independent Directors Twomeetings of Nomination and Remuneration Committee were held during the year under consideration on 30May 2015 and 10 March 2016The details of members of the audit committee and their attendance is as under-

Remuneration policy ensures that the level and composition of remuneration is reasonable and sufficient toattract retain and motivate directors of the quality required to run the company successfully and that relationshipof remuneration to performance is clear and meets appropriate performance benchmarks and that remunerationto directors key managerial personnel and senior management involves a balance between fixed and incentivepay reflecting short and long-term performance objectives appropriate to the working of the company and itsgoals

CompositionandMeetings

CompositionandMeetings

st

st

th

th

30052015 31072015 31102015 15022016 28032016

Name of Directors Position held in theCommittee

Category MEETINGSHeld Attended

Isher Singh Chairman Independent NonExecutive

Five Five

Rupinder Kaur Member Independent NonExecutive

Three Three

Rajbir Kaur Member Independent NonExecutive

Three Three

Name of Directors Position held in theCommittee

Category MEETINGS

Held Attended

Isher Singh Chairman Independent NonExecutive

Two Two

Rupinder Kaur Member Independent Non

Executive

Two Two

Rajbir Kaur Member Independent NonExecutive

Two Two

HIRA AUTOMOBILES LIMITED

35

5 REMUNERATIONOFDIRECTORS

6 STAKEHOLDERS GRIEVANCECOMMITTEE

7 GENERALBODYMEETINGS

There is no pecuniary relationship or transaction of the company with its independent directors other thanpayment of sitting fee to them for attending Board and Committee meetings Following Executive Directors werepaid as per detail given below

and no commission on profits is paid to any of the Directors No stock option has been given to any of theDirectors including Executive Directors

As on 31 March 2016 in compliance with the requirement of Section 178(5) of The Companies Act 2013Stakeholder Relationship Committee comprises of three Non-Executive Independent Directors to consider andresolve the grievances of security holders of the companyper detail given below

Sh Rahul Inder Singh Sidhu Managing Director has been appointed as Compliance officer for the purpose ofcomplying with various provisions of the Guidelines Regulations issued by Securities and Exchange Board ofIndia Listing Agreement with Stock Exchanges

The Company has not received any complaint during the year from the shareholders and there is no pendingcomplaint with the Company

(i) Location and time where last three Annual General Meetings were held is given below-

(i) Compositionst

(ii) ComplianceOfficer

(iii) Complaints

SN

NAME OFDIRECTOR

DESIGNATION SALARY Rs BENEFITS BONUS STOCKOPTIONS

PENSION

1 RahulinderSingh Sidhu

ManagingDirector

960000- - - - -

2 Neha Sidhu Whole TimeDirector

840000- - - - -

Name Category Designation

Isher Singh Independent Non Executive Chairman

Rupinder Kaur Independent Non Executive Member

Rajbir Kaur Independent Non Executive Member

Financial Year Date Time Venue

2012-13 30092013 1100 A M 20 Sector 8A Chandigarh 1100022013-14 30092014 500 PM 20 Sector 8A Chandigarh 110002

2014-15 30092015 500 PM 20 Sector 8A Chandigarh 110002

HIRA AUTOMOBILES LIMITED

36

(ii) Following Special Resolutions were passed in the previous 3 Annual General Meeting

(iii) No special resolution has been passed last year through postal ballot and no special resolution isproposed to be conducted through postal ballot

Quarterly results are normally published in the newspapers and also sent to BSE Limited Physical copy ofannual report which inter alia includes the Directors Report Corporate governance report Audited AccountsCash Flow Statements etc was sent to shareholders by post and also to BSE Limited The quarterly results andannual report isalso available on companys website at under investors section

Date 30092016 Time 0500 PM Day Friday and Venue Registered Office of the Company at 0598 Sector18B Chandigarh 160018

The companys Financial Year starts from 1 April every year and conclude on 31 March next year

The Register of Members and the Share Transfer Books of the Company shall remain closed from 29 day ofSeptember 2016 to 30 day of September 2016 (both days inclusive)

No dividend has been recommended by the Board this year and therefore information under this sub clause is nil

The shares of the Company are listed at BSE Limited only as other regional stock exchanges viz Delhi StockExchange Association Limited Ludhiana Stock Exchange Association Limited and Ahmedabad StockExchange Limited had been de-recoganised in the process of de-recoganition by Securities and ExchangeBoard of India The Company haspaid listing fee to BSE Limited

The Stock Code of the Company on BSE Limited is 531743

There was no trading of shares of the Company and no market price data is available Further Securities of theCompany were not suspended from trading by BSE Limited during last year

The Company has appointed Ms Beetal Financial amp Computer Services Private Ltd New Delhi as CommonAgency (RTA) for Share Transfer work in both modes physical as well as electronically Detail of RTA is as underMs Beetal Financial amp Computer Services Private LimitedBeetal House 3 Floor99 Madangir Behind Local Shopping Center Near Data Harsukhdas MandirNewDelhi- 110062 Ph 011-2996128182 Fax 011-29961284

The companys shares in dematerialized form transferable through depository system and Shares in physicalform are processed by Ms Beetal Financial amp Computer Services Private Limited The Board has authorised ShRahulinder Singh Sidhu Managing Director of the company to approve share transfers and matter relatedtherewith

8 MEANSOFCOMMUNICATION

9 GENERALSHAREHOLDERINFORMATIONAnnual General Meeting

Financial Year

BookClosure

Dividend

Listing

StockCode

StockMarket Data

Registrar andShareTransfer Agents

ShareTransfer System

wwwhiraautomobilescom

st st

th

th

rd

30092013 Nil

30092014 1 Approval for Borrowing Money in excess of the aggregate of the paid up share capital andfree reserves of the Company 2 Amendments in Articles of Association

30092015 Nil

HIRA AUTOMOBILES LIMITED

37

ReconciliationofShareCapital Audit

Distribution of shareholding

Dematerializationof sharesandliquidity

GDRsADRs

Mr Ravinder Kumar Practising Company Secretary carries out the Reconciliation of Share Capital Audit asmandated by SEBI and reports on the reconciliation of total issued and listed Capital with that of total sharecapital admitted held in dematerialized form with NSDL and CDSL and those held in physical form This audit iscarried out on quarterly basis and the report thereof is submitted to the Stock Exchanges

Detail of distribution of share holding of equity share of the Company by size and ownership class as on31032016 is given as under

The Shares of the company have not been traded on stock exchange during the period under review TheCompany has not been allotted ISIN and number of shares held in dematerialized formis nil

The Company has not issued any GDRsADRsWarrants or any Convertible instruments

UP TO 5000 129 6293 38840 38840000 14106

5001 TO 10000 49 2390 44500 44500000 16162

10001 TO 20000 7 341 10000 10000000 0363220001 TO 30000 4 195 9000 9000000 03269

30001 TO 40000 2 098 6800 6800000 02470

40001 TO 50000 1 049 4400 4400000 01598

50001 TO 100000 1 049 5200 5200000 01889

100001 AND ABOVE 10 585 2634700 2634700000 956876

Indian Promoter-IndividualHUF 11 2635700 9572

Non Resident Individual 1 500 002

Bodies Corporate 1 500 002

Resident Individuals-HUF 190 116740 424

HIRA AUTOMOBILES LIMITED

38

Plant ShowroomLocationsShowroom Locations

Address for correspondence

Related Party Transactions

Compliance

Vigil Mechanism

WhistleBlower Policy

Mandatory Requirements

1 Hira Automobiles Limited Rajbaha Road Patiala Ph No 0175-22091002 Hira Automobiles Limited Malout Road Muktsar Ph No 01633-2620203 Hira Automobiles Limited Village Bhadak Rajpura Ph No 01762-2448814 Hira Automobiles Limited Radha Swami Satsang Road Nabha PhNo 01765-5059595 Hira Automobiles Limited Muktsar Road Malout Ph No01637-2637246 Hira Automobiles Limited Patiala Pehowa Road DevigarhPh No0175-26311527 Hira Automobiles Limited Bathinda Malout Road Gidderbaha8 Hira Automobiles Limited Nabha Road Bhadson9 Hira Automobiles Limited Cheeka road Samana

10 Hira Automobiles Limited Malout Road Killianwali

Following is the address for correspondenceRegistered Office ndash Hira Automobiles Limited 0598 Sector 18-B Chandigarh 160018

There are no materially significant related party transactions that may have potential conflict with the interests ofcompany at large There were transactions with related parties at market price at arms length basis which aredisclosed in Form AOC ndash 2 attached herewith The policy on dealing with related party transactions is availableon web link of the Company

The Company has complied with all the provisions of listing agreement and that no penalties and or strictureshas been imposed on the company by Stock Exchange or SEBI or any statutory authority on any matter relatedto capital markets during the last three years

Detail of Vigil Mechanismis provided in the same heading in Directors Report

Company has formulated the Whistle Blower Policy to safeguard the interest of its stakeholders Directors andemployees to freely communicate and address to the Company their genuine concerns in relation to any illegalor unethical practice being carried out in the Company and that no personnel has been denied access to the auditcommittee

The Company has complied with all the mandatory requirements as stipulated in SEBI (Listing and DisclosureRequirements) Regulations 2015

10 OTHERDISCLOSURES

wwwhiraautomobilescom

HIRA AUTOMOBILES LIMITED

39

MANAGEMENTDISCUSSIONANDANALYSIS REPORT

1 Industrystructureanddevelopment

2 Opportunitiesandthreats

3 Segmentwiseor product wiseperformance

4 Outlook

5 Risksandconcern

6 Internal control systemsandtheir adequacy

HIRA AUTOMOBILES LIMITED

40

7 Discussiononfinancial performancewithrespect tooperational performanceDue to overall recessionary economy and internal competition with the new dealer there has been minoradverse impact on the financial stability of the company with respect to operational performance as the workingcapital limits of the company has increased substantially where as there is no growth in sales In comparison tominor growth in operational performance Profitability of the company has been decreasing during the yearinspite of higher burden of interest expenditure salary and wages and other admistrative expenses

8 HumanRecourses

9 Management of theCompany

Human Resource is considered to be the most prized assetof the company by the management Hence the work-forceis being looked after well and ensured that they remain motivated The 360 degree appraisal system ensures theirsatisfaction and brings out their concerns and bikerings which are addressed by the management immediately Thisimproves the employee-management relationship and makes themwork for the better future of the company

As Company has a large network of branches spread over 14 locations in two district of Patiala and Muktsar eachlocation is being managed by a rich experienced deemed CEO who is also known deemed key managerial personnelAll the branches key Managerial Personnel are reporting directly to CMD sitting at Patiala corporate office of thecompany

HIRA AUTOMOBILES LIMITED

41

COMPLIANCECERTIFICATEBYCHIEFEXECUTIVEOFFICERANDCHIEFFINANCIALOFFICER

We Rahulinder Singh Sidhu Managing Director and Sandeep Rana Chief Financial Officer of the Companyhereby certify thatA We have reviewed financial statements and the cash flow for the year ended 31 March 2016 and that to thebest of our knowledge and belief(1) These statements do not contain any materially untrue statement or omit any material fact or containstatements that might be misleading(2) These statements together present a true and fair view of the company affairs and are in compliance withexisting accounting standards applicable laws and regulationsB There are to the best of our knowledge and belief no transactions entered into by the Company during theyear that are fraudulent illegal or volatile to the companyscode of conductC We accept responsibility for establishing and maintaining internal controls for financial Reporting and that wehave evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting andwe have disclosed to the auditors and the audit committee deficiencies in the design or operation of such internalcontrols if any of which they are aware and the steps they have taken or propose to take to rectify thesedeficienciesD We have indicated to the auditorsand the Audit committee(1) Significant changes in internal control over financial reporting during the year(2) Significant changes in accounting policies during the year and that the same have been disclosed in thenotes to the financial statements and(3) There were no instances of fraud of which they have become aware and the involvement therein of themanagement or an employee having a significant role in the companys internal control system over financialreporting

I Rahulinder Singh Sidhu Managing Director of the Company hereby declare that all Board Members andSenior Management Personnel have affirmed compliance with the code of conduct for the Directors and SeniorManagement Personnel as approved by the Board for the Financial Year ended 31 March 2016

For

st

st

HIRA AUTOMOBILES LIMITED

42

AUDITORS CERTIFICATEONCORPORATEGOVERNANCE

The Board of DirectorsHira Automobiles LimitedChandigarh

We have examined the compliance of conditions of Corporate Governance by Hira Automobiles Limited for thefinancial year ended March 31 2016 as stipulated in the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015

The compliance of conditions of Corporate Governance is the responsibility of the management Ourexamination was limited to procedures and implementation thereof adopted by the company for ensuring thecompliance of the conditions of the Corporate Governance It is neither an audit nor an expression of opinion onthe financial statements of the company

In our opinion and to the best of our information and according to the explanations given to us we certify that thecompany has complied with the conditions of Corporate Governance as stipulated in the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015

We further state that such compliance is neither an assurance as to the future viability of the company nor theefficiency of effectiveness with which the management has conducted the affairs of the company

HIRA AUTOMOBILES LIMITED

43 HIRA AUTOMOBILES LIMITED

4

5

OPINION

REPORTONOTHERLEGALANDREGULATORYREQUIREMENTS

44 HIRA AUTOMOBILES LIMITED

Annexureldquo Ardquoto the Independent Auditors Report on the Standalone Financial Statements of Hira Automobiles Limited(Referred to in paragraph 1 (f) under Report on Other Legal and Regulatory Requirements of our report of evendate)

REPORT ON THE INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING UNDER CLAUSE (i)OF SUBSECTION3 OF SECTION 143 OF THE COMPANIES ACT 2013 (ldquoTHE ACTrdquo)

We have audited the internal financial controls over financial reporting of hira automobiles LIMITED (ldquotheCompanyrdquo) as of March 31 2016 in conjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

The Companys management is responsible for establishing and maintaining internal financial controlsbased onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the ldquoGuidance Noterdquo) issued by the Institute of Chartered Accountants of India These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherence to Companyspolicies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financial information as requiredunder the Companies Act 2013

Our responsibility is to express an opinion on the Companys internal financial controls over financial reportingbased on our audit We conducted our audit in accordance with the Guidance Note and the Standards onAuditing prescribed under Section 143(10) of the Companies Act 2013 to the extent applicable to an audit ofinternal financial controls Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if such controls operatedeffectively in all material respects Our audit involves performing procedures to obtain audit evidence about theadequacy of the internal financial controls system over financial reporting and their operating effectiveness Ouraudit of internal financial controls over financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditors judgement including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internalfinancial controlssystem over financial reporting

MANAGEMENTSRESPONSIBILITYFORINTERNALFINANCIALCONTROLS

AUDITORS RESPONSIBILITY

45 HIRA AUTOMOBILES LIMITED

MEANINGOFINTERNALFINANCIALCONTROLSOVERFINANCIALREPORTING

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVERFINANCIAL REPORTING

OPINION

A companys internal financial control over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles A companys internal financial controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of thecompany (2) provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and that receipts andpayments of the company are being made only in accordance with authorisation of management and directors ofthe company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the companys assets that could have a material effect on the financialstatements

Because of the inherent limitations of internal financial controls over financial reporting including thepossibility of collusion or improper management override of controls material misstatements due to error orfraud may occur and not be detected Also projections of any evaluation of the internal financial controlsover financial reporting to future periods are subject to the risk that the internal financial control over financialreporting may become inadequate because of changes in conditions or that the degree of compliance withthe policies or procedures may deteriorate

in our opinion to the best of our information and according to the explanations given to us the Companyhas in all material respects an adequate internal financial controls system over financial reporting and suchinternal financial controls over financial reporting were operating effectively as at March 31 2016 based onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note

46 HIRA AUTOMOBILES LIMITED

Annexure B To Auditors ReportAnnexure referred to in paragraph 3 of our report of even date

1 (a) The Company has maintained proper records showing full particulars including quantitativedetailsand situation of fixed assets at Corporate Office and in the process of maintaining at outlets

(b) We have been informed that the fixed assets of the company have been physically verified by themanagement at reasonable intervals and no material discrepancies were noticed on such verification

2 (a) As informed to us physical verification of inventory of the company has been conducted by themanagement at reasonable intervals (b) In our opinion and according to the explanations givento us the procedures of Physical verification of inventory followed by the management arereasonable and adequate in relation to the size of the company and the nature of its business

(c) In our opinion and according to the explanations given to us the Company is maintainingproper records of inventory We have been informed that no material discrepancies have been noticedon physical verification as compared to records

3 (a) According to the information and explanation given to us the Company has advanced inter corporatedeposits to three companies covered in the register maintained under section 189 of the CompaniesAct2013 and there is no stipulation as to the time period for recovery of principal and interest amount ofunsecured loan given

(b) Further as there is no stipulation as to the time period for recovery of principal amount ofunsecured loan given we are unable to comment on the overdue amount in respect of thesaid loan

4 In our opinion and according to the information and explanations given to us the Company has compliedwith the provisions of Sections 185 and 186 of the CompaniesAct 2013 in respect of grant of loans makinginvestments and providing guarantees and securities

5 According to the information and explanation given to us the Company has not accepted deposits frompublic Advances from customers for sale of vehicles and against sale promotion schemes run by theCompany to promote its sale are received and paid in the ordinary course of business

6 The maintenance of cost records under section 148(1) of the CompaniesAct 2013 has not been prescribedby the Central government for the Companysince it is not manufacturing Company

7 (a) According to the information and explanations given to us the company is generally regular indepositing all statutory dues including provident fund investor education and protection fundemployees state insurance income tax sales tax wealth tax custom duty excise duty cess and anyother statutory due with appropriate authority during the year

(b) According to the information and explanations given to us there are no disputed amount payables inrespect of provident fund investor education and protection fund employees state insurance incometax sales tax wealth tax customduty excise duty cess by the Company

(c ) No amount was lying with the company which was required to be transferred to investor education andprotection fund in accordance with the relevant provisions of the CompaniesAct 1956 (1 of 1956) andrulesmade there under

8 As informed to us the companyhas not defaulted in repayment of dues to financial institutions or banks

9 As informed to us the company has not given any guarantee for loans taken by others from bank orfinancial institutions

47 HIRA AUTOMOBILES LIMITED

10 As informed to us the proceeds of the term loans taken by the company are applied for the purpose forwhich the loans were obtained

11 Based on the audit procedures performed for the purpose of reporting the true and fair view of the financialstatements and as per the information and explanation given by the management we report that no fraudby the company has been noticed or reported during the course of our audit

48 HIRA AUTOMOBILES LIMITED

49

Particulars Note No As at As atMarch 312016 March 312015

I EQUITY AND LIABILITIES(1) Shareholders funds

(a) Share capital 2 2753440000 2753440000(b) Reserves and Surplus 3 6240053700 5676970200

(2) Non-current liabilities(a) Long term borrowings 4 10202167800 9006585600(b) Deferred tax liabilities (net) 5 1662638300 1542080600(c) Other long-term liabilities 6 5734992800 5067035200

(d) Long-term provisions 7 1339912400 1244415300(3) Current liabilities

(a) Short term Borrowings 8 49363423500 59501393100(b) Trade payables 9 1502741100 6123301200(c) Other current liabilities 10 3671194600 4679162300(d) Short term provisions 11 823155600 789863800

Total 83293719800 96384247300ASSETS

(1) Non-Current assets(a) Fixed assets

(i) Tangible assts 12 16817879700 16711642800(ii) Intangible assets 13 - -

(b) Non-current investments 14 1120000 1120000(d) Long-term loans and advances 15 2618538200 2251312400

(2) Current assets(a) Inventories 16 41208502100 40489156300(b) Trade Receivables 17 14372057700 13922503000(d) Cash and Cash equivalents 18 3697504100 11556587000(e) Short-term Loans and Advances 19 4497240800 11399114400(f) Other Current assets 20 80877200 52811400

Total 83293719800 96384247300

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

(IN RUPEES)

Chairman and Managing Director

Balance Sheet

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies 1

50

Particulars Note No Year Ended Year EndedMarch 312016 March 312015

I Revenue from operations 21 310372896800 323733670200II Other income 22 136994600 525412000III Total Revenue(I+II) 310509891400 324259082200IV Expenses

a Cost of Material Consumed 23 1357073500 1293751900b Purchase of Stock-in-Trade 24 281848216100 294479334400c Changes in Inventories of Finished Goods 25 (719345800) (186205700)d Employee Benefits Expenses 26 12664754100 12944732800e Finance Costs 27 5604834800 4157234900f Depreciation and Amortization expense 12 1358225700 1559476600g Other Expenses 28 7395406500 8383136200

Total Expenses 309509164900 322631461100V Profit before tax (III-IV) 1000726500 1627621100

VI Tax expense(a)Current tax 275985000 473844400(b)Deferred tax 120557700 -

VII Profit for the Year(V-VI) 604183800 1153776700VIII Prior period tax expenses 41100300 75346500IX Earnings per Equity Share(in Rupees) 563083500 1078430200

Basic 219 392Diluted 219 392

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

Profit amp Loss Account

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies

51

Particulars As at March 312016 As at March 312015A Cash Flow from Operating Activities

Net Profit before Tax 1627621100Adjustment forDepreciation 1559476600Interest expenses 4157234900Loss Profit on Sale of Fixed Assets -

Operating ProfitLoss before Working Capital Changes 7344332600Adjustment for(Increase)Decrease in Trade amp Other receivables 940107800(Increase)Decrease in Inventory (186205700)Increase(Decrease) in Trade Payables amp other provisions (4054306400)(Increase)Decrease in Other Loans amp Advances (4635970800)Cash generated from operations (592042500)Taxes Paid (549190900)Previous Year Taxes (Net) -Net Cash from Operating Activities (A) (1141233400)

B Cash Flow from Investing Activities(Purchase) of FixedCapital Expenditure (2227931100)Sale of Fixed Assets 883140700Sale(Purchase) of Investment (315826300)

Net Cash used in Investing Activities (B) (1660616700)C Cash Flow from Finance Activities

Proceeds from Long Term Borrowing (Net) (4869873700)Secured Loan 18024550800Unsecured Loan - 991878400Interest paid (4157234900)Net Cash from Financing Activities (C ) 9989320600

Net increase in Cash and Equivalents (A+B+C) 7187470500Opening Balance of Cash and Cash Equivalents 4369116500

Closing Balance of Cash and Cash Equivalents

1000726500

13582257005604834800

69725800

8033512800

(449554700)(719345800)

(5595236000)68738078008143184100(275985000)

(41100300)7826098800

(1622365700)88177300

(367225800)

(1901414200)

1959036900(10137969600)

(5604834800)(13783767500)

(7859082900)11556587000

3697504100 11556587000

Notes1 Figures in brackets indicate cash outflow2 The above Cash Flow Statement has been prepared under the indirect method set out in AS 3-Cash

Flow Statement as prescribed by Companies (Accouning Stanadards)Rules2006

This is the Cash Flow Statement referred to our report of even date

Cash Flow Statement

HIRA AUTOMOBILES LIMITED

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

For the Year Ended 31 March 2016st

52

Notes to Accounts2 SHARE CAPITAL

As at March 31 2016 As at March 312015(1)AUTHORISED6000000 Equity shares of Rs10-each 6000000000 6000000000

FULLY PAID UP

ISSUEDSUBSCRIBED -2753440 Equity shares of Rs10 each

6000000000 6000000000

2753440000 2753440000

2753440000 2753440000

Shares at the beginning of the accounting Period2753440 Equity shares of Rs10- each 2753440000 2753440000Additions during the year - -Shares outstanding at the end of year 2753440000 2753440000Total 2753440000 2753440000

(a) Rights Preferences and Restrictions Attached to sharesEquity Shares The Company has only one class of equity shares having a par value of Rs 10 per shareEach Shareholder is entitled to one vote per share In the event of liquidation of the company the holder ofequity shares will be entitled to receive any of the remaining of the Company after distribution of allpreferential amounts However no such preferential amount exist currently The distribution will be inproportion to the number of equity shares held by the equity shareholders(b) Detail of Shares held by Shareholders holding more than 5 of the Aggregate Shares in theCompany

Name of Shareholders No of Shares Shareholding as at March31 2016

Rajinder Kaur Bhattal 826000 3000Kuldeep Singh Bhattal 272100 988Rahul Sidhu 270000 981Simran Bajwa 265000 962Manjeet Kaur Sangha 862900 3134

3 RESERVES AND SURPLUSAs at March 312016 As at March 312015

General reserveAt the beginning of the accounting period 723675000

-

-

-

-

723675000Additions during the yearAt the end of the accounting period 723675000 723675000Surplus in Statement of Profit and LossAt the beginning of the accounting period 4953295200 3874865000Additions during the year 563083500 1078430200(balance in statement of profit amp loss ac)prior period expenses written offtransfer tofrom reservesAt the end of the accounting period 5516378700 4953295200

Total 6240053700 56769702004 LONG TERM BORROWINGS

As at March 312016 As at March 312015SECUREDTerm loan(Secured against hypof car and guaranteed bythe directors of the co)

(Secured against Focal Point Properties andguaranteed by directors)

-

5018479300

142138000

5774447600

UNSECUREDLoans from directors 5183688500 3090000000Loans from shareholders and public - -Total 10202167800 9006585600

Term loan

HIRA AUTOMOBILES LIMITED

53

5 DEFERRED TAX LIABILITIES (NET)As at March 312016 As at March 312015

Deferred tax liabilities 1662638300 1542080600Total 1662638300 1542080600

6 OTHER LONG TERM LIABILITIESAs at March 312016 As at March 312015

Sales promotion scheme- Customeradvances

5046479000 4415090000

Security from Employees 688513800 651945200Total 5734992800 5067035200

7 LONG TERM PROVISIONSAs at March 312016 As at March 312015

Gratuity provision 1339912400 1244415300Total 1339912400 1244415300

10 OTHER CURRENT LIABILITIESAs at March 312015

Current maturities of long term debts 880473400 1674618400Interest accrued and due on borrowings - -Value added tax and CST 2185026500 2517359600TDS payable 111535600 157798400Current year taxes payable(net of advance tax) - -

Other payables 494159100 329385900Total 3671194600 4679162300

11 SHORT TERM PROVISIONS

(a) Provisions for employee benefits 823155600 789863800

8 SHORT TERM BORROWINGSAs at March 312016 As at March 312015

Secured loans from banksPunjab National Bank -(secured against hypothecation of stockand book-debts)Gur Mandi Patiala 30680878500 29077205300Gagan Chowk Rajpura 1863121400 1705992300New Grain Market Muktsar and Malout 842363700 757042200Inventory funding 15977059900 27961153300(secured against hypothecation of stockand book-debts)Total 49363423500 59501393100

9 TRADE PAYABLESAs at March 312016 As at March 312015

Sundry Creditors 357269200 2822407500Advance from Parties-Interest free 1145471900 3300893700Total 1502741100 6123301200

HIRA AUTOMOBILES LIMITED

As at March 312016 As at March 312015

Total 823155600 789863800

As at March 312016

54 HIRA AUTOMOBILES LIMITED

14 NON CURRENT INVESTMENTAs at March 312016 As at March 312015

Investment in Shares 1120000 1120000Investment in Mutual Funds - -

Total 1120000 1120000

15 LONG TERM LOANS AND ADVANCESAs at March 312016 As at March 312015

Security Deposits 366283000 337485500(Unsecured considered good unlessOtherwise Stated)Intercorporate Deposits 2252255200 1913826900Total 2618538200 2251312400

16 INVENTORIESAs at March 312016 As at March 312015

(As taken valued amp certified by the management)

Stock in Trade (in respect of goodsacquired for trading )

38093012700 37213584000

Stores Spares amp Loose tools 3115489400 3275572300

Total 41208502100 40489156300

17 TRADE RECEIVABLESAs at March 312016 As at March 312015

(unsecured considered good unlessotherwise stated)(1)Debts outstanding for a period exceeding

six months from the date they are due 513584600 623548900(2)Other debts 13858473100 13298954100Total 14372057700 13922503000

55

18 CASH amp CASH EQUIVALENTS As at March 312016 As at March 312015

(a) Balance with BanksFixed deposits 1260950600 812770600(Earmarked balances with banksheld as margin moneyagainst borrowingsand other commitments)Current accounts 1243916600 6403274200Gold Coins 29547200 29547200(b) Cheques Draft on HandCheques in HandCash in hand

202088500961001200

30714258001239569200

Total 3697504100 11556587000

19 SHORT TERM LOANS amp ADVANCESAs at March 312016 As at March 312015

(Unsecured considered good unlessotherwise stated)advances recoverable in cash orin kind for the value to be received(1)Advance to parties 2541662700 9294257800(2) Receivable from revenue authorities 551783000 569108700(3)Current years taxes recoverable(net ofliability)

332615600 380504500

(4) Other advances 1071179500 1155243400Total 4497240800 11399114400

HIRA AUTOMOBILES LIMITED

56

20 OTHER CURRENT ASSETSAs at March 312016 As at March 312015

Prepaid Expenses 80877200 52811400

Total 52811400

21 REVENUE FROM OPERATIONSAs at March 312016 As at March 312015

Sale of products 290733945600 301324413800Sale of services 9681919400 10435033800

Other operating revenues 9957031800 11974222600310372896800 323733670200

Less Excise duty - -Total 310372896800 323733670200

22 OTHER INCOMEAs at March 312016 As at March 312015

Interest income 87335400 279807100Other Non-operating income 49659200 245604900Total 136994600 525412000

23 COST OF MATERIAL CONSUMEDAs at March 312016 As at March 312015

Purchases Raw-Materials and PackingMaterials

1357073500 1293751900

Add Opening balance of stock - -1357073500 1293751900

Less Closing balance of stock - -Total 1357073500 1293751900

80877200

24 PURCHASE OF STOCK IN TRADEAs at March 312016 As at March 312015

Purchases of Traded goods 281848216100 294479334400

Total 281848216100 294479334400

25 CHANGES IN INVENTORIESAs at March 312016 As at March 312015

Finished Goodsat the beginning of the accounting period - -at the end of the accounting period - -Stock-in-Tradeat the beginning of the accounting period 40489156300 40302950600at the end of the accounting period 41208502100 40489156300Total (719345800) (186205700)

26 EMPLOYEE BENEFIT EXPENSESAs at March 312016 As at March 312015

Salary and Wages 8156996000 9654096800HRA Expenses and other allowance 2733336200 1148756100Contribution to Provident fund 587123100 490338400Contribution to Employees state Insurance fund 157923000 161030000Workers and Staff Welfare 299823200 269213600Gratuity Expenses 95497100 64570600Bonus 420931500 903597900Employees Training and Uniform expenses 213124000 253129400Total 12664754100 12944732800

HIRA AUTOMOBILES LIMITED

57

27 FINANCE COSTSAs at March 312016 As at March 312015

Interest ExpenseInterest to Banks 4309580000 3483884100Interest on Unsecured loans 1196279800 577607600Interest to Customers (36290200) (95330900)Interest to MSIL (121679800) (50429300)Interest to Bank on Vehicle loan 29667800 43272600Bank Charges 227277200 198230800

Total 5604834800 4157234900

28 OTHER EXPENSESAs at March 312016 As at March 312015

Accessories Expenses 9551600 18313400Festival Expenses 30357200 8141000Donation 13123500 9144500Freight Inward 23896900 26399000Power amp Fuel 913761800 911434100Software Usage Charges 91413600 86473500Entertainment Exp 19129900 29106000Rent Rates amp Taxes 701191800 671145200General Expenses 162725500 138611000Godown Rent 57600000 48125000Insurance 161551400 173705300Legal expenses 43474400 60436900Misc Expenses 7073900 3598300News Paper amp Periodicals 9374100 7947200Outside Labour Expenses 284322400 102072700Payment to the Auditors 48313400 15000000Postage amp Courier Expenses 10683600 13298800Professional Charges 147965200 1006744000Printing amp Stationery 165125400 223093400Repair to Buildings and fixed assets 309177500 427256800MDS Expenses 21264900 35806500Telephone Expenses 326712100 525640000Workshop Expenses 325704400 579373600Vehicle Running Expenses 182200200 225090800Other expenses 18263600 405070100Advertisement ExpensesDiscounts

99310800745200400

118382500821623000

Customer welfare 146224200 161357500Demo Expenses amp PDI Expenses 372510300 437441500Sales Promotion 696744200 773152400Sale Commission amp Incentives 160190000 35180000Pool Cancellation and lifting charges 202092600 166694500Marketing Staff Tour expensesTrue Value Expenses

531070200358105500

581622300442725000

Total 7395406500 8383136200

HIRA AUTOMOBILES LIMITED

58 HIRA AUTOMOBILES LIMITED

Post-Employment BenefitsDefined Contribution PlansA defined contribution plan is a post-employment benefit plan under which the Company pays specifiedContributions to a separate entity The Company makes specified monthly contributions towards ProvidentFund Superannuation Fund and Pension Scheme The Companys contribution is recognized as an expense inthe Profit and Loss Statement during the period in which the employee renders the related service

The Company does not deal with Foreign Currency hence AS-11 ldquoEffect of changes in Foreign Exchangesissued bythe Institute of Chartered Accountantsof India isnot applicable

Cash Flow Statements has been prepared following the indirect method set out in the Accounting Standard-3 on ldquoCash Statements ldquoissued by the Institute of Chartered Accountants of India

(i) Income tax expenses for the period comprise of Current Tax amp Deffered Tax(ii) Current tax is measured at the amount expected to be paid to the tax authorities using the applicable tax

Rates of the Income TaxAct 1961(iii) Deferred Tax is calculated on the timing differences being the difference between accounting income and

taxable income which originates in one period and are capable of reversal in one or more subsequentaccounting periods in accordance with the provisions of Accounting Standard -22 on ldquoAccounting forTaxeson Incomerdquo issued by the Institute of Chartered Accountants of IndiaDeferred tax assets are recognized only to the extent that there is a reasonable certainty that sufficientfuture income will be available except that deferred tax assets in case there are unabsorbed depreciationor losses are recognized if there is virtual certainty that sufficient future taxable income will be available torealize the same

Depreciation on Fixed Assets is provided on the basis of Straight Line Method (SLM) Depreciation isprovided based on useful life of the assets as prescribed in Schedule II to the Companies Act 2013

Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and itis probable that an outflow of resources will be required to settle the obligation and a reliable estimate canbe made Provisions are not discounted to their present value and are determined based on the bestestimate required to settle the obligation at the reporting date These estimates are reviewed at eachreporting date and adjusted to reflect the current best estimatesContingent liabilities are disclosed unless the possibility of outflow of resources is remoteContingent assets are neither recognized nor disclosed in the financial statements

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value Animpairment loss is charged to the Profit and Loss Statement in the year in which an asset is identified asimpaired The impairment loss recognized in prior accounting period is reversed if there has been a changein the estimate of recoverable amount

G) ForeignCurrencyTransaction

H) CashFlowStatements

J) Depreciation

K) ProvisionsandContingent liabilities

L) Impairment ofAssets

I) TaxesonIncome

59 HIRA AUTOMOBILES LIMITED

M) EarningsPer Share

N) Segment Reporting

has been made in accordance with the requirement of Accounting Standard (AS) -20 on Earnings PerShare issued by the Institute of Chartered Accountants of India Diluted Earning per share is the same asBasic Earning per share because there is no potential equity shares which would have dilutive effect onearning per shares to equity shareholders

The Company is Authorized Dealer of Maruti Suzuki India Limited (MSIL) and hence is engaged in thebusiness of sale amp service of MSIL vehicles As the basic nature of sale of variants of vehicles is governedby the same set of risk amp returns these have been grouped as single segment as per AccountingStandard(AS-17) on segment reporting issued by the Institute of Chartered Accountants of India

2 Detail in respect of Opening Stock Sales and Closing Stock as follows

3 (a) During the year the company has recognized the following amounts as Defined Contribution Pan in theProfit and Loss Account

i) Employers Contribution to Provident Fund - Rs 5871 Lacsii) Employers Contribution to Employee State Insurance - Rs 1579 Lacs

The calculation of Earnings Per Share (EPS) as disclosed in the Balance Sheet Abstract

(b) During the year the Company has made provision for Gratuity in books asdesigned benefit plan

4 Subsequent to Accounting Standards -22 Accounting for Taxes on Income Issued by the Institute ofCharteredAccountants of India Deferred Tax Expenses of Rs 120557700 for the periods is recognized inthe profit and LossAmount

Calculation of Deferred TaxLiability is as followsWritten down value of Fixed Assets as on 31032016 (As per Company Act) 168178793Written down value of Fixed Assets as on 31032016 (As per Income Tax Act) 114371729bull Timing Difference 53807064bull Tax 3090 16626383bull Deferred Tax Liability as on 31032016 16626383bull Deferred Tax Liability as on 31042015 15420806bull Deferred Tax Liability to be provided for 1205577

5 Legal amp Professional Fees includes Payments to Auditors comprising as follows-i) Statutory Audit fee Rs 10000000ii) Tax audit and Vat audit Fee Rs 5000000

6 Related Party Disclosure in accordance with Accounting Standard-18

Pacific Finlease Pvt LtdRahul Sidhu Enterprises Pvt LtdRSG Studios Pvt Ltd

(a) Enterprises owned or Significantly Influenced by Directors and their Relatives

60 HIRA AUTOMOBILES LIMITED

Particulars Opening Stock Sales Closing StockQty

825VehiclesSpares ampAccessory

Amount(Rs In Lacs)

37213632756

Qty

5627

Amount(Rs In Lacs)2647068260272

Qty

1131

Amount(Rs In Lacs)

38093031155

b)

Pacific Finlease Pvt Ltd

Rahul Sidhu Enterprises Pvt Ltd

RSGStudios Pvt Ltd

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 1915Interest Recovered during the financial year 207

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 14379Interest Recovered during the financial year 035

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 6229Interest Recovered during the financial year 618

7 Calculation of Earning Per Share is as follows Profit after Tax as per Profit amp Loss Account as on 3132016 5630835

For Basic Earning Per share 2753440For Diluted Earning Per Share 2753440

Basic 219Diluted 219

8 Balance confirmation letters have been obtained from some of the parties on test check basis9 Figures of Previous year have been re-grouped and re classified wherever necessary in order to

conform to the current years presentation

As per our report of even date

No of Equity Share (Face value Rs 10- each)

Detail of transaction for the financial year 2015-16

Earning Per Share

61 HIRA AUTOMOBILES LIMITED

Page 30: HIRAAUTOMOBILESLIMITED - bseindia.com · S. Isher Singh Director Mrs. Neha Sidhu Whole time Director Mrs ... Name Rahulinder Singh Sidhu Age 34 Brief Resume Working as Director in

HIRA AUTOMOBILES LIMITEDCODEOF CONDUCT

PERSONTOWHOMTHECODEISAPPLICABLE

( ) GENERALSTANDARDOFCONDUCT

( ) APPLICABLELAWS

( ) CONFLICTOFINTEREST

( ) PROTECTINGCONFIDENTIALINFORMATION

This code is applicable to the following persons (hereinafter referred to as Officers of the company)-All the Board Members-The entire Core group Members of the Companyand heads of the department

1 Officers are expected to exercise good judgment to ensure the safety and welfare of employees consumerscustomers suppliers shareholders lenders and other stakeholders and to maintain a co-operativeefficient positive harmonious and productive work environment practice integrity in inter-personalrelationships work on the principal of mutual trust transparencyand teamwork

2 Officers are expected to acquire and maintain professional competence3 Officers are expected to observe discipline and conduct themselves both on and off-duty in a manner to

uphold the high image of the company4 Officers are expected to assist the company in identifying controlling mitigating and managing business

risks within the companys risk management policy framework5 Officers are expected to assist the company in providing to its employees a work environment free of

harassment and free of discrimination based on race religion creed color physical or mental disability agesex etc

6 Officers should not engage in selling or distribution or be in possession of or use narcoticspsychotropicdrugs or be under influence of alcohol while on duty

7 As Officers represent the Company before the public and various authorities they are expected to dressneatly and appropriately in a manner consistent with the nature of their work and the image of the company

8 Officers should not claim from the company unauthorized personal expenses9 Customersupplierinvestor Relationships- Officers who need to deal with customers suppliers and investors

should understand that they are dealing and therefore should uphold the image and goodwill generated andbuilt-up by the Companyover the year

Officers must acquire adequate Knowledge of all the applicable laws rules regulations order and notificationsunder regulatory framework as applicable to their functions and duties and should follow and comply with thesame and avoid violation breach or infringement thereof

Officers of the Company will avoid conflict of interest Conflict of interest is said to exit when personal interest mayhave a potential conflict with the interest of the company at large Where any transaction involves conflict ofinterest prior approval of the Managing Directors Executive Director and in case of a Director of the Boardshould be obtained

The Companys confidential information is a vita and asset It may relate to product product formula processproduct plans and road maps cost and financial information information as to customers suppliers dealers andemployees business arrangements and agreements as well as to patents trademarks copyrights and tradesecrets For the purpose of this Code confidential information would also include the information obtained by theCompany from a third party under a Non Disclosure Agreement Such confidential information should beprotected and safeguarded against unauthorized personal use and should not be disclosed to any one expect (i)with prior authorization (ii) in the ordinary course of carrying on the business of the Company In the course ofconducting the Companys Business Officers may come in possession of confidential information about itsemployees customers suppliers etc Officers should handle the same with utmost responsibility and prevent itsmisuse

I

II

III

IV

31 HIRA AUTOMOBILES LIMITED

( ) PREVENTIONOFINSIDERTRADING

( ) COMPANYSASSETS

( ) NONCOMPLIANCE

( ) ANYAMENDMENTSORMODIFICATIONTOTHECODEOFCONDUCT

( )ACKNOWLEDGEMENTOFRECEIPTOFCODEOFCONDUCTANDETHICS

1 COMPANY PHILOSOPHY ONCODEOF GOVERNANCE

2 BOARDOF DIRECTORS

V

VI

VII

VIII

IX

Officers are privy to price sensitive inside information and should not use it to make personal gains TheCompany has framed Code of Conduct for prevention of insider trading in the Securities of the CompanyOfficers should follow the same in letter and spirit

Protecting and safeguarding the Companys assets and properties and preventing their unauthorized usepersonal use is one of the key and prime responsibility of Officers Officers are personally responsible of theCompanys funds under their control Officers should use electronic communication facilities like e-mail Internetetc in a legal ethical and appropriate manner and not expose the Company to liability resulting from the illegalunauthorized or unethical use thereof

In case of non-compliance of any of the provisions of this Code of conduct the same shall be reported to theChairman of the Board of Directors of the Company

This Code of Conduct is subject to modification The Board of Directors has the requisite power and the authorityto update and amend the Code of Conduct from time to time

I have received and read the Companys Code of Conduct and Ethics and have understood the standards andpolicies contained therein I agree to comply with the Companys Code of Conduct and Ethics I hereby affirm tothe Company compliance with the Code Conduct and Ethics on an annual basis and also undertake to renewsuch affirmation in the first weekof April every year

Pursuant to Regulation 34 read with Schedule V to the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 a Report on Corporate Governance is givenbelow

The report on Corporate Governance is requirement under Listing Agreement entered into with stockExchange and forms part of the report of the Board of Directors to the shareholders of the Company Thisreport gives an insight into the organizational structure of the Company The vision of the company is to be afinancially sound profitable growth oriented company committed to building and maximizing sustainablevalue for all the shareholders In its endeavor to attain the goal visualized the company is laying maximumemphasis on the effective system of Corporate Governance

(a) CompositionThe present strength of Board of Directors of the Company is five comprising of two Promoter Directors and threeIndependent Directors having diversified professional experience Out of total strength of five Directors two areexecutive and three are Non-Executive The composition of Board of Directors as on 31 March 2016 is asunder

REPORT OF THEBOARDOFDIRECTORS ONCORPORATEGOVERNANCE

st

32 HIRA AUTOMOBILES LIMITED

SN Name DIN Designation Nature of Directorship

1 Rahul Inder SinghSidhu

00447452Chairman and ManagingDirector

Promoter Executive

2 Neha Sidhu 00460875 Whole-time director Promoter Executive

3 Isher Singh 02990779 Director Independent Non Executive4 Rajbir Kaur 06397998 Director Independent Non Executive

5 Rupinder Kaur 06403845 Director Independent Non Executive

6 Ramesh Kumar 00126036 Director Independent Non Executive

Sh Ramesh Kumar has resigned on 31122015 from the office of Director(b) Attendance of each Director at the Board Meetings held during the year 2015-16 and last Annual General

Meeting and number of other Boards or Board Committees in which heshe is a member is as under-

The detail of number of shares and convertible instruments held by non ndash executive directors is given asbelow

Shri Rahulinder Singh Sidhu Managing Director of the Company and Smt Neha Sidhu Whole Time Director on theBoard of Directors are related to each other as husband and wife

(c) During the year fifteen meetings of the Board ofDirectors were held on the following dates-

The familiarization programme imparted to independent directors is disclosed on weblinkof the Company

wwwhiraautomobilescom

33

30042015 30052015 31052015 21072015 31072015 15092015

30092015 31102015 02112015 30112015 02012016 0202201615022016 22022016 10032016

SN Name of non ndash executive Director No of Equity Shares Held No of convertibleinstruments Held

1 Rajbir Kaur Nil NA

2 Rupinder Kaur Nil NA3 Isher Singh Nil NA

Total Nil NA

SN

Name of Director No of BoardMeeting attended

No of otherDirectorship

Membershipin other

Committees

Attendance atlast AGM

1 Rahulinder Singh Sidhu 15 4 - Yes

2 Neha Sidhu 12 4 - Yes

3 Isher Singh 12 - 3 -

4 Rajbir Kaur 6 - 3 -

5 Rupinder Kaur 6 - 3 -

6 Ramesh Kumar 1 4 - -

HIRA AUTOMOBILES LIMITED

34

3 AUDITCOMMITTEE

4NOMINATIONANDREMUNERATIONCOMMITTEE

Remunerationpolicy

The terms of reference of the audit committee include all the matters as provided under Section 177 (4) of TheCompanies Act 2013 and the rules made there under and SEBI (LODR) Regulations 2015

As on 31 March 2016 In compliance with the provisions of Section 177(2) of the Companies Act 2013 AuditCommittee comprises of three Non-Executive Independent Directors five meetings of Audit Committee wereheld during the year under consideration on following dates

The details of members of the audit committee and their attendance is as under-

The terms of reference of Nomination and Remuneration Committee covers all the matters provided under theCompanies Act 2013 and the rules made there under and SEBI (LODR) Regulations 2015

As on 31 March 2016 in compliance with the provisions of Section 178(1) of the Companies Act 2013Nomination and Remuneration Committee comprises of three Non-Executive Independent Directors Twomeetings of Nomination and Remuneration Committee were held during the year under consideration on 30May 2015 and 10 March 2016The details of members of the audit committee and their attendance is as under-

Remuneration policy ensures that the level and composition of remuneration is reasonable and sufficient toattract retain and motivate directors of the quality required to run the company successfully and that relationshipof remuneration to performance is clear and meets appropriate performance benchmarks and that remunerationto directors key managerial personnel and senior management involves a balance between fixed and incentivepay reflecting short and long-term performance objectives appropriate to the working of the company and itsgoals

CompositionandMeetings

CompositionandMeetings

st

st

th

th

30052015 31072015 31102015 15022016 28032016

Name of Directors Position held in theCommittee

Category MEETINGSHeld Attended

Isher Singh Chairman Independent NonExecutive

Five Five

Rupinder Kaur Member Independent NonExecutive

Three Three

Rajbir Kaur Member Independent NonExecutive

Three Three

Name of Directors Position held in theCommittee

Category MEETINGS

Held Attended

Isher Singh Chairman Independent NonExecutive

Two Two

Rupinder Kaur Member Independent Non

Executive

Two Two

Rajbir Kaur Member Independent NonExecutive

Two Two

HIRA AUTOMOBILES LIMITED

35

5 REMUNERATIONOFDIRECTORS

6 STAKEHOLDERS GRIEVANCECOMMITTEE

7 GENERALBODYMEETINGS

There is no pecuniary relationship or transaction of the company with its independent directors other thanpayment of sitting fee to them for attending Board and Committee meetings Following Executive Directors werepaid as per detail given below

and no commission on profits is paid to any of the Directors No stock option has been given to any of theDirectors including Executive Directors

As on 31 March 2016 in compliance with the requirement of Section 178(5) of The Companies Act 2013Stakeholder Relationship Committee comprises of three Non-Executive Independent Directors to consider andresolve the grievances of security holders of the companyper detail given below

Sh Rahul Inder Singh Sidhu Managing Director has been appointed as Compliance officer for the purpose ofcomplying with various provisions of the Guidelines Regulations issued by Securities and Exchange Board ofIndia Listing Agreement with Stock Exchanges

The Company has not received any complaint during the year from the shareholders and there is no pendingcomplaint with the Company

(i) Location and time where last three Annual General Meetings were held is given below-

(i) Compositionst

(ii) ComplianceOfficer

(iii) Complaints

SN

NAME OFDIRECTOR

DESIGNATION SALARY Rs BENEFITS BONUS STOCKOPTIONS

PENSION

1 RahulinderSingh Sidhu

ManagingDirector

960000- - - - -

2 Neha Sidhu Whole TimeDirector

840000- - - - -

Name Category Designation

Isher Singh Independent Non Executive Chairman

Rupinder Kaur Independent Non Executive Member

Rajbir Kaur Independent Non Executive Member

Financial Year Date Time Venue

2012-13 30092013 1100 A M 20 Sector 8A Chandigarh 1100022013-14 30092014 500 PM 20 Sector 8A Chandigarh 110002

2014-15 30092015 500 PM 20 Sector 8A Chandigarh 110002

HIRA AUTOMOBILES LIMITED

36

(ii) Following Special Resolutions were passed in the previous 3 Annual General Meeting

(iii) No special resolution has been passed last year through postal ballot and no special resolution isproposed to be conducted through postal ballot

Quarterly results are normally published in the newspapers and also sent to BSE Limited Physical copy ofannual report which inter alia includes the Directors Report Corporate governance report Audited AccountsCash Flow Statements etc was sent to shareholders by post and also to BSE Limited The quarterly results andannual report isalso available on companys website at under investors section

Date 30092016 Time 0500 PM Day Friday and Venue Registered Office of the Company at 0598 Sector18B Chandigarh 160018

The companys Financial Year starts from 1 April every year and conclude on 31 March next year

The Register of Members and the Share Transfer Books of the Company shall remain closed from 29 day ofSeptember 2016 to 30 day of September 2016 (both days inclusive)

No dividend has been recommended by the Board this year and therefore information under this sub clause is nil

The shares of the Company are listed at BSE Limited only as other regional stock exchanges viz Delhi StockExchange Association Limited Ludhiana Stock Exchange Association Limited and Ahmedabad StockExchange Limited had been de-recoganised in the process of de-recoganition by Securities and ExchangeBoard of India The Company haspaid listing fee to BSE Limited

The Stock Code of the Company on BSE Limited is 531743

There was no trading of shares of the Company and no market price data is available Further Securities of theCompany were not suspended from trading by BSE Limited during last year

The Company has appointed Ms Beetal Financial amp Computer Services Private Ltd New Delhi as CommonAgency (RTA) for Share Transfer work in both modes physical as well as electronically Detail of RTA is as underMs Beetal Financial amp Computer Services Private LimitedBeetal House 3 Floor99 Madangir Behind Local Shopping Center Near Data Harsukhdas MandirNewDelhi- 110062 Ph 011-2996128182 Fax 011-29961284

The companys shares in dematerialized form transferable through depository system and Shares in physicalform are processed by Ms Beetal Financial amp Computer Services Private Limited The Board has authorised ShRahulinder Singh Sidhu Managing Director of the company to approve share transfers and matter relatedtherewith

8 MEANSOFCOMMUNICATION

9 GENERALSHAREHOLDERINFORMATIONAnnual General Meeting

Financial Year

BookClosure

Dividend

Listing

StockCode

StockMarket Data

Registrar andShareTransfer Agents

ShareTransfer System

wwwhiraautomobilescom

st st

th

th

rd

30092013 Nil

30092014 1 Approval for Borrowing Money in excess of the aggregate of the paid up share capital andfree reserves of the Company 2 Amendments in Articles of Association

30092015 Nil

HIRA AUTOMOBILES LIMITED

37

ReconciliationofShareCapital Audit

Distribution of shareholding

Dematerializationof sharesandliquidity

GDRsADRs

Mr Ravinder Kumar Practising Company Secretary carries out the Reconciliation of Share Capital Audit asmandated by SEBI and reports on the reconciliation of total issued and listed Capital with that of total sharecapital admitted held in dematerialized form with NSDL and CDSL and those held in physical form This audit iscarried out on quarterly basis and the report thereof is submitted to the Stock Exchanges

Detail of distribution of share holding of equity share of the Company by size and ownership class as on31032016 is given as under

The Shares of the company have not been traded on stock exchange during the period under review TheCompany has not been allotted ISIN and number of shares held in dematerialized formis nil

The Company has not issued any GDRsADRsWarrants or any Convertible instruments

UP TO 5000 129 6293 38840 38840000 14106

5001 TO 10000 49 2390 44500 44500000 16162

10001 TO 20000 7 341 10000 10000000 0363220001 TO 30000 4 195 9000 9000000 03269

30001 TO 40000 2 098 6800 6800000 02470

40001 TO 50000 1 049 4400 4400000 01598

50001 TO 100000 1 049 5200 5200000 01889

100001 AND ABOVE 10 585 2634700 2634700000 956876

Indian Promoter-IndividualHUF 11 2635700 9572

Non Resident Individual 1 500 002

Bodies Corporate 1 500 002

Resident Individuals-HUF 190 116740 424

HIRA AUTOMOBILES LIMITED

38

Plant ShowroomLocationsShowroom Locations

Address for correspondence

Related Party Transactions

Compliance

Vigil Mechanism

WhistleBlower Policy

Mandatory Requirements

1 Hira Automobiles Limited Rajbaha Road Patiala Ph No 0175-22091002 Hira Automobiles Limited Malout Road Muktsar Ph No 01633-2620203 Hira Automobiles Limited Village Bhadak Rajpura Ph No 01762-2448814 Hira Automobiles Limited Radha Swami Satsang Road Nabha PhNo 01765-5059595 Hira Automobiles Limited Muktsar Road Malout Ph No01637-2637246 Hira Automobiles Limited Patiala Pehowa Road DevigarhPh No0175-26311527 Hira Automobiles Limited Bathinda Malout Road Gidderbaha8 Hira Automobiles Limited Nabha Road Bhadson9 Hira Automobiles Limited Cheeka road Samana

10 Hira Automobiles Limited Malout Road Killianwali

Following is the address for correspondenceRegistered Office ndash Hira Automobiles Limited 0598 Sector 18-B Chandigarh 160018

There are no materially significant related party transactions that may have potential conflict with the interests ofcompany at large There were transactions with related parties at market price at arms length basis which aredisclosed in Form AOC ndash 2 attached herewith The policy on dealing with related party transactions is availableon web link of the Company

The Company has complied with all the provisions of listing agreement and that no penalties and or strictureshas been imposed on the company by Stock Exchange or SEBI or any statutory authority on any matter relatedto capital markets during the last three years

Detail of Vigil Mechanismis provided in the same heading in Directors Report

Company has formulated the Whistle Blower Policy to safeguard the interest of its stakeholders Directors andemployees to freely communicate and address to the Company their genuine concerns in relation to any illegalor unethical practice being carried out in the Company and that no personnel has been denied access to the auditcommittee

The Company has complied with all the mandatory requirements as stipulated in SEBI (Listing and DisclosureRequirements) Regulations 2015

10 OTHERDISCLOSURES

wwwhiraautomobilescom

HIRA AUTOMOBILES LIMITED

39

MANAGEMENTDISCUSSIONANDANALYSIS REPORT

1 Industrystructureanddevelopment

2 Opportunitiesandthreats

3 Segmentwiseor product wiseperformance

4 Outlook

5 Risksandconcern

6 Internal control systemsandtheir adequacy

HIRA AUTOMOBILES LIMITED

40

7 Discussiononfinancial performancewithrespect tooperational performanceDue to overall recessionary economy and internal competition with the new dealer there has been minoradverse impact on the financial stability of the company with respect to operational performance as the workingcapital limits of the company has increased substantially where as there is no growth in sales In comparison tominor growth in operational performance Profitability of the company has been decreasing during the yearinspite of higher burden of interest expenditure salary and wages and other admistrative expenses

8 HumanRecourses

9 Management of theCompany

Human Resource is considered to be the most prized assetof the company by the management Hence the work-forceis being looked after well and ensured that they remain motivated The 360 degree appraisal system ensures theirsatisfaction and brings out their concerns and bikerings which are addressed by the management immediately Thisimproves the employee-management relationship and makes themwork for the better future of the company

As Company has a large network of branches spread over 14 locations in two district of Patiala and Muktsar eachlocation is being managed by a rich experienced deemed CEO who is also known deemed key managerial personnelAll the branches key Managerial Personnel are reporting directly to CMD sitting at Patiala corporate office of thecompany

HIRA AUTOMOBILES LIMITED

41

COMPLIANCECERTIFICATEBYCHIEFEXECUTIVEOFFICERANDCHIEFFINANCIALOFFICER

We Rahulinder Singh Sidhu Managing Director and Sandeep Rana Chief Financial Officer of the Companyhereby certify thatA We have reviewed financial statements and the cash flow for the year ended 31 March 2016 and that to thebest of our knowledge and belief(1) These statements do not contain any materially untrue statement or omit any material fact or containstatements that might be misleading(2) These statements together present a true and fair view of the company affairs and are in compliance withexisting accounting standards applicable laws and regulationsB There are to the best of our knowledge and belief no transactions entered into by the Company during theyear that are fraudulent illegal or volatile to the companyscode of conductC We accept responsibility for establishing and maintaining internal controls for financial Reporting and that wehave evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting andwe have disclosed to the auditors and the audit committee deficiencies in the design or operation of such internalcontrols if any of which they are aware and the steps they have taken or propose to take to rectify thesedeficienciesD We have indicated to the auditorsand the Audit committee(1) Significant changes in internal control over financial reporting during the year(2) Significant changes in accounting policies during the year and that the same have been disclosed in thenotes to the financial statements and(3) There were no instances of fraud of which they have become aware and the involvement therein of themanagement or an employee having a significant role in the companys internal control system over financialreporting

I Rahulinder Singh Sidhu Managing Director of the Company hereby declare that all Board Members andSenior Management Personnel have affirmed compliance with the code of conduct for the Directors and SeniorManagement Personnel as approved by the Board for the Financial Year ended 31 March 2016

For

st

st

HIRA AUTOMOBILES LIMITED

42

AUDITORS CERTIFICATEONCORPORATEGOVERNANCE

The Board of DirectorsHira Automobiles LimitedChandigarh

We have examined the compliance of conditions of Corporate Governance by Hira Automobiles Limited for thefinancial year ended March 31 2016 as stipulated in the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015

The compliance of conditions of Corporate Governance is the responsibility of the management Ourexamination was limited to procedures and implementation thereof adopted by the company for ensuring thecompliance of the conditions of the Corporate Governance It is neither an audit nor an expression of opinion onthe financial statements of the company

In our opinion and to the best of our information and according to the explanations given to us we certify that thecompany has complied with the conditions of Corporate Governance as stipulated in the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015

We further state that such compliance is neither an assurance as to the future viability of the company nor theefficiency of effectiveness with which the management has conducted the affairs of the company

HIRA AUTOMOBILES LIMITED

43 HIRA AUTOMOBILES LIMITED

4

5

OPINION

REPORTONOTHERLEGALANDREGULATORYREQUIREMENTS

44 HIRA AUTOMOBILES LIMITED

Annexureldquo Ardquoto the Independent Auditors Report on the Standalone Financial Statements of Hira Automobiles Limited(Referred to in paragraph 1 (f) under Report on Other Legal and Regulatory Requirements of our report of evendate)

REPORT ON THE INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING UNDER CLAUSE (i)OF SUBSECTION3 OF SECTION 143 OF THE COMPANIES ACT 2013 (ldquoTHE ACTrdquo)

We have audited the internal financial controls over financial reporting of hira automobiles LIMITED (ldquotheCompanyrdquo) as of March 31 2016 in conjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

The Companys management is responsible for establishing and maintaining internal financial controlsbased onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the ldquoGuidance Noterdquo) issued by the Institute of Chartered Accountants of India These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherence to Companyspolicies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financial information as requiredunder the Companies Act 2013

Our responsibility is to express an opinion on the Companys internal financial controls over financial reportingbased on our audit We conducted our audit in accordance with the Guidance Note and the Standards onAuditing prescribed under Section 143(10) of the Companies Act 2013 to the extent applicable to an audit ofinternal financial controls Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if such controls operatedeffectively in all material respects Our audit involves performing procedures to obtain audit evidence about theadequacy of the internal financial controls system over financial reporting and their operating effectiveness Ouraudit of internal financial controls over financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditors judgement including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internalfinancial controlssystem over financial reporting

MANAGEMENTSRESPONSIBILITYFORINTERNALFINANCIALCONTROLS

AUDITORS RESPONSIBILITY

45 HIRA AUTOMOBILES LIMITED

MEANINGOFINTERNALFINANCIALCONTROLSOVERFINANCIALREPORTING

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVERFINANCIAL REPORTING

OPINION

A companys internal financial control over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles A companys internal financial controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of thecompany (2) provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and that receipts andpayments of the company are being made only in accordance with authorisation of management and directors ofthe company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the companys assets that could have a material effect on the financialstatements

Because of the inherent limitations of internal financial controls over financial reporting including thepossibility of collusion or improper management override of controls material misstatements due to error orfraud may occur and not be detected Also projections of any evaluation of the internal financial controlsover financial reporting to future periods are subject to the risk that the internal financial control over financialreporting may become inadequate because of changes in conditions or that the degree of compliance withthe policies or procedures may deteriorate

in our opinion to the best of our information and according to the explanations given to us the Companyhas in all material respects an adequate internal financial controls system over financial reporting and suchinternal financial controls over financial reporting were operating effectively as at March 31 2016 based onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note

46 HIRA AUTOMOBILES LIMITED

Annexure B To Auditors ReportAnnexure referred to in paragraph 3 of our report of even date

1 (a) The Company has maintained proper records showing full particulars including quantitativedetailsand situation of fixed assets at Corporate Office and in the process of maintaining at outlets

(b) We have been informed that the fixed assets of the company have been physically verified by themanagement at reasonable intervals and no material discrepancies were noticed on such verification

2 (a) As informed to us physical verification of inventory of the company has been conducted by themanagement at reasonable intervals (b) In our opinion and according to the explanations givento us the procedures of Physical verification of inventory followed by the management arereasonable and adequate in relation to the size of the company and the nature of its business

(c) In our opinion and according to the explanations given to us the Company is maintainingproper records of inventory We have been informed that no material discrepancies have been noticedon physical verification as compared to records

3 (a) According to the information and explanation given to us the Company has advanced inter corporatedeposits to three companies covered in the register maintained under section 189 of the CompaniesAct2013 and there is no stipulation as to the time period for recovery of principal and interest amount ofunsecured loan given

(b) Further as there is no stipulation as to the time period for recovery of principal amount ofunsecured loan given we are unable to comment on the overdue amount in respect of thesaid loan

4 In our opinion and according to the information and explanations given to us the Company has compliedwith the provisions of Sections 185 and 186 of the CompaniesAct 2013 in respect of grant of loans makinginvestments and providing guarantees and securities

5 According to the information and explanation given to us the Company has not accepted deposits frompublic Advances from customers for sale of vehicles and against sale promotion schemes run by theCompany to promote its sale are received and paid in the ordinary course of business

6 The maintenance of cost records under section 148(1) of the CompaniesAct 2013 has not been prescribedby the Central government for the Companysince it is not manufacturing Company

7 (a) According to the information and explanations given to us the company is generally regular indepositing all statutory dues including provident fund investor education and protection fundemployees state insurance income tax sales tax wealth tax custom duty excise duty cess and anyother statutory due with appropriate authority during the year

(b) According to the information and explanations given to us there are no disputed amount payables inrespect of provident fund investor education and protection fund employees state insurance incometax sales tax wealth tax customduty excise duty cess by the Company

(c ) No amount was lying with the company which was required to be transferred to investor education andprotection fund in accordance with the relevant provisions of the CompaniesAct 1956 (1 of 1956) andrulesmade there under

8 As informed to us the companyhas not defaulted in repayment of dues to financial institutions or banks

9 As informed to us the company has not given any guarantee for loans taken by others from bank orfinancial institutions

47 HIRA AUTOMOBILES LIMITED

10 As informed to us the proceeds of the term loans taken by the company are applied for the purpose forwhich the loans were obtained

11 Based on the audit procedures performed for the purpose of reporting the true and fair view of the financialstatements and as per the information and explanation given by the management we report that no fraudby the company has been noticed or reported during the course of our audit

48 HIRA AUTOMOBILES LIMITED

49

Particulars Note No As at As atMarch 312016 March 312015

I EQUITY AND LIABILITIES(1) Shareholders funds

(a) Share capital 2 2753440000 2753440000(b) Reserves and Surplus 3 6240053700 5676970200

(2) Non-current liabilities(a) Long term borrowings 4 10202167800 9006585600(b) Deferred tax liabilities (net) 5 1662638300 1542080600(c) Other long-term liabilities 6 5734992800 5067035200

(d) Long-term provisions 7 1339912400 1244415300(3) Current liabilities

(a) Short term Borrowings 8 49363423500 59501393100(b) Trade payables 9 1502741100 6123301200(c) Other current liabilities 10 3671194600 4679162300(d) Short term provisions 11 823155600 789863800

Total 83293719800 96384247300ASSETS

(1) Non-Current assets(a) Fixed assets

(i) Tangible assts 12 16817879700 16711642800(ii) Intangible assets 13 - -

(b) Non-current investments 14 1120000 1120000(d) Long-term loans and advances 15 2618538200 2251312400

(2) Current assets(a) Inventories 16 41208502100 40489156300(b) Trade Receivables 17 14372057700 13922503000(d) Cash and Cash equivalents 18 3697504100 11556587000(e) Short-term Loans and Advances 19 4497240800 11399114400(f) Other Current assets 20 80877200 52811400

Total 83293719800 96384247300

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

(IN RUPEES)

Chairman and Managing Director

Balance Sheet

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies 1

50

Particulars Note No Year Ended Year EndedMarch 312016 March 312015

I Revenue from operations 21 310372896800 323733670200II Other income 22 136994600 525412000III Total Revenue(I+II) 310509891400 324259082200IV Expenses

a Cost of Material Consumed 23 1357073500 1293751900b Purchase of Stock-in-Trade 24 281848216100 294479334400c Changes in Inventories of Finished Goods 25 (719345800) (186205700)d Employee Benefits Expenses 26 12664754100 12944732800e Finance Costs 27 5604834800 4157234900f Depreciation and Amortization expense 12 1358225700 1559476600g Other Expenses 28 7395406500 8383136200

Total Expenses 309509164900 322631461100V Profit before tax (III-IV) 1000726500 1627621100

VI Tax expense(a)Current tax 275985000 473844400(b)Deferred tax 120557700 -

VII Profit for the Year(V-VI) 604183800 1153776700VIII Prior period tax expenses 41100300 75346500IX Earnings per Equity Share(in Rupees) 563083500 1078430200

Basic 219 392Diluted 219 392

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

Profit amp Loss Account

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies

51

Particulars As at March 312016 As at March 312015A Cash Flow from Operating Activities

Net Profit before Tax 1627621100Adjustment forDepreciation 1559476600Interest expenses 4157234900Loss Profit on Sale of Fixed Assets -

Operating ProfitLoss before Working Capital Changes 7344332600Adjustment for(Increase)Decrease in Trade amp Other receivables 940107800(Increase)Decrease in Inventory (186205700)Increase(Decrease) in Trade Payables amp other provisions (4054306400)(Increase)Decrease in Other Loans amp Advances (4635970800)Cash generated from operations (592042500)Taxes Paid (549190900)Previous Year Taxes (Net) -Net Cash from Operating Activities (A) (1141233400)

B Cash Flow from Investing Activities(Purchase) of FixedCapital Expenditure (2227931100)Sale of Fixed Assets 883140700Sale(Purchase) of Investment (315826300)

Net Cash used in Investing Activities (B) (1660616700)C Cash Flow from Finance Activities

Proceeds from Long Term Borrowing (Net) (4869873700)Secured Loan 18024550800Unsecured Loan - 991878400Interest paid (4157234900)Net Cash from Financing Activities (C ) 9989320600

Net increase in Cash and Equivalents (A+B+C) 7187470500Opening Balance of Cash and Cash Equivalents 4369116500

Closing Balance of Cash and Cash Equivalents

1000726500

13582257005604834800

69725800

8033512800

(449554700)(719345800)

(5595236000)68738078008143184100(275985000)

(41100300)7826098800

(1622365700)88177300

(367225800)

(1901414200)

1959036900(10137969600)

(5604834800)(13783767500)

(7859082900)11556587000

3697504100 11556587000

Notes1 Figures in brackets indicate cash outflow2 The above Cash Flow Statement has been prepared under the indirect method set out in AS 3-Cash

Flow Statement as prescribed by Companies (Accouning Stanadards)Rules2006

This is the Cash Flow Statement referred to our report of even date

Cash Flow Statement

HIRA AUTOMOBILES LIMITED

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

For the Year Ended 31 March 2016st

52

Notes to Accounts2 SHARE CAPITAL

As at March 31 2016 As at March 312015(1)AUTHORISED6000000 Equity shares of Rs10-each 6000000000 6000000000

FULLY PAID UP

ISSUEDSUBSCRIBED -2753440 Equity shares of Rs10 each

6000000000 6000000000

2753440000 2753440000

2753440000 2753440000

Shares at the beginning of the accounting Period2753440 Equity shares of Rs10- each 2753440000 2753440000Additions during the year - -Shares outstanding at the end of year 2753440000 2753440000Total 2753440000 2753440000

(a) Rights Preferences and Restrictions Attached to sharesEquity Shares The Company has only one class of equity shares having a par value of Rs 10 per shareEach Shareholder is entitled to one vote per share In the event of liquidation of the company the holder ofequity shares will be entitled to receive any of the remaining of the Company after distribution of allpreferential amounts However no such preferential amount exist currently The distribution will be inproportion to the number of equity shares held by the equity shareholders(b) Detail of Shares held by Shareholders holding more than 5 of the Aggregate Shares in theCompany

Name of Shareholders No of Shares Shareholding as at March31 2016

Rajinder Kaur Bhattal 826000 3000Kuldeep Singh Bhattal 272100 988Rahul Sidhu 270000 981Simran Bajwa 265000 962Manjeet Kaur Sangha 862900 3134

3 RESERVES AND SURPLUSAs at March 312016 As at March 312015

General reserveAt the beginning of the accounting period 723675000

-

-

-

-

723675000Additions during the yearAt the end of the accounting period 723675000 723675000Surplus in Statement of Profit and LossAt the beginning of the accounting period 4953295200 3874865000Additions during the year 563083500 1078430200(balance in statement of profit amp loss ac)prior period expenses written offtransfer tofrom reservesAt the end of the accounting period 5516378700 4953295200

Total 6240053700 56769702004 LONG TERM BORROWINGS

As at March 312016 As at March 312015SECUREDTerm loan(Secured against hypof car and guaranteed bythe directors of the co)

(Secured against Focal Point Properties andguaranteed by directors)

-

5018479300

142138000

5774447600

UNSECUREDLoans from directors 5183688500 3090000000Loans from shareholders and public - -Total 10202167800 9006585600

Term loan

HIRA AUTOMOBILES LIMITED

53

5 DEFERRED TAX LIABILITIES (NET)As at March 312016 As at March 312015

Deferred tax liabilities 1662638300 1542080600Total 1662638300 1542080600

6 OTHER LONG TERM LIABILITIESAs at March 312016 As at March 312015

Sales promotion scheme- Customeradvances

5046479000 4415090000

Security from Employees 688513800 651945200Total 5734992800 5067035200

7 LONG TERM PROVISIONSAs at March 312016 As at March 312015

Gratuity provision 1339912400 1244415300Total 1339912400 1244415300

10 OTHER CURRENT LIABILITIESAs at March 312015

Current maturities of long term debts 880473400 1674618400Interest accrued and due on borrowings - -Value added tax and CST 2185026500 2517359600TDS payable 111535600 157798400Current year taxes payable(net of advance tax) - -

Other payables 494159100 329385900Total 3671194600 4679162300

11 SHORT TERM PROVISIONS

(a) Provisions for employee benefits 823155600 789863800

8 SHORT TERM BORROWINGSAs at March 312016 As at March 312015

Secured loans from banksPunjab National Bank -(secured against hypothecation of stockand book-debts)Gur Mandi Patiala 30680878500 29077205300Gagan Chowk Rajpura 1863121400 1705992300New Grain Market Muktsar and Malout 842363700 757042200Inventory funding 15977059900 27961153300(secured against hypothecation of stockand book-debts)Total 49363423500 59501393100

9 TRADE PAYABLESAs at March 312016 As at March 312015

Sundry Creditors 357269200 2822407500Advance from Parties-Interest free 1145471900 3300893700Total 1502741100 6123301200

HIRA AUTOMOBILES LIMITED

As at March 312016 As at March 312015

Total 823155600 789863800

As at March 312016

54 HIRA AUTOMOBILES LIMITED

14 NON CURRENT INVESTMENTAs at March 312016 As at March 312015

Investment in Shares 1120000 1120000Investment in Mutual Funds - -

Total 1120000 1120000

15 LONG TERM LOANS AND ADVANCESAs at March 312016 As at March 312015

Security Deposits 366283000 337485500(Unsecured considered good unlessOtherwise Stated)Intercorporate Deposits 2252255200 1913826900Total 2618538200 2251312400

16 INVENTORIESAs at March 312016 As at March 312015

(As taken valued amp certified by the management)

Stock in Trade (in respect of goodsacquired for trading )

38093012700 37213584000

Stores Spares amp Loose tools 3115489400 3275572300

Total 41208502100 40489156300

17 TRADE RECEIVABLESAs at March 312016 As at March 312015

(unsecured considered good unlessotherwise stated)(1)Debts outstanding for a period exceeding

six months from the date they are due 513584600 623548900(2)Other debts 13858473100 13298954100Total 14372057700 13922503000

55

18 CASH amp CASH EQUIVALENTS As at March 312016 As at March 312015

(a) Balance with BanksFixed deposits 1260950600 812770600(Earmarked balances with banksheld as margin moneyagainst borrowingsand other commitments)Current accounts 1243916600 6403274200Gold Coins 29547200 29547200(b) Cheques Draft on HandCheques in HandCash in hand

202088500961001200

30714258001239569200

Total 3697504100 11556587000

19 SHORT TERM LOANS amp ADVANCESAs at March 312016 As at March 312015

(Unsecured considered good unlessotherwise stated)advances recoverable in cash orin kind for the value to be received(1)Advance to parties 2541662700 9294257800(2) Receivable from revenue authorities 551783000 569108700(3)Current years taxes recoverable(net ofliability)

332615600 380504500

(4) Other advances 1071179500 1155243400Total 4497240800 11399114400

HIRA AUTOMOBILES LIMITED

56

20 OTHER CURRENT ASSETSAs at March 312016 As at March 312015

Prepaid Expenses 80877200 52811400

Total 52811400

21 REVENUE FROM OPERATIONSAs at March 312016 As at March 312015

Sale of products 290733945600 301324413800Sale of services 9681919400 10435033800

Other operating revenues 9957031800 11974222600310372896800 323733670200

Less Excise duty - -Total 310372896800 323733670200

22 OTHER INCOMEAs at March 312016 As at March 312015

Interest income 87335400 279807100Other Non-operating income 49659200 245604900Total 136994600 525412000

23 COST OF MATERIAL CONSUMEDAs at March 312016 As at March 312015

Purchases Raw-Materials and PackingMaterials

1357073500 1293751900

Add Opening balance of stock - -1357073500 1293751900

Less Closing balance of stock - -Total 1357073500 1293751900

80877200

24 PURCHASE OF STOCK IN TRADEAs at March 312016 As at March 312015

Purchases of Traded goods 281848216100 294479334400

Total 281848216100 294479334400

25 CHANGES IN INVENTORIESAs at March 312016 As at March 312015

Finished Goodsat the beginning of the accounting period - -at the end of the accounting period - -Stock-in-Tradeat the beginning of the accounting period 40489156300 40302950600at the end of the accounting period 41208502100 40489156300Total (719345800) (186205700)

26 EMPLOYEE BENEFIT EXPENSESAs at March 312016 As at March 312015

Salary and Wages 8156996000 9654096800HRA Expenses and other allowance 2733336200 1148756100Contribution to Provident fund 587123100 490338400Contribution to Employees state Insurance fund 157923000 161030000Workers and Staff Welfare 299823200 269213600Gratuity Expenses 95497100 64570600Bonus 420931500 903597900Employees Training and Uniform expenses 213124000 253129400Total 12664754100 12944732800

HIRA AUTOMOBILES LIMITED

57

27 FINANCE COSTSAs at March 312016 As at March 312015

Interest ExpenseInterest to Banks 4309580000 3483884100Interest on Unsecured loans 1196279800 577607600Interest to Customers (36290200) (95330900)Interest to MSIL (121679800) (50429300)Interest to Bank on Vehicle loan 29667800 43272600Bank Charges 227277200 198230800

Total 5604834800 4157234900

28 OTHER EXPENSESAs at March 312016 As at March 312015

Accessories Expenses 9551600 18313400Festival Expenses 30357200 8141000Donation 13123500 9144500Freight Inward 23896900 26399000Power amp Fuel 913761800 911434100Software Usage Charges 91413600 86473500Entertainment Exp 19129900 29106000Rent Rates amp Taxes 701191800 671145200General Expenses 162725500 138611000Godown Rent 57600000 48125000Insurance 161551400 173705300Legal expenses 43474400 60436900Misc Expenses 7073900 3598300News Paper amp Periodicals 9374100 7947200Outside Labour Expenses 284322400 102072700Payment to the Auditors 48313400 15000000Postage amp Courier Expenses 10683600 13298800Professional Charges 147965200 1006744000Printing amp Stationery 165125400 223093400Repair to Buildings and fixed assets 309177500 427256800MDS Expenses 21264900 35806500Telephone Expenses 326712100 525640000Workshop Expenses 325704400 579373600Vehicle Running Expenses 182200200 225090800Other expenses 18263600 405070100Advertisement ExpensesDiscounts

99310800745200400

118382500821623000

Customer welfare 146224200 161357500Demo Expenses amp PDI Expenses 372510300 437441500Sales Promotion 696744200 773152400Sale Commission amp Incentives 160190000 35180000Pool Cancellation and lifting charges 202092600 166694500Marketing Staff Tour expensesTrue Value Expenses

531070200358105500

581622300442725000

Total 7395406500 8383136200

HIRA AUTOMOBILES LIMITED

58 HIRA AUTOMOBILES LIMITED

Post-Employment BenefitsDefined Contribution PlansA defined contribution plan is a post-employment benefit plan under which the Company pays specifiedContributions to a separate entity The Company makes specified monthly contributions towards ProvidentFund Superannuation Fund and Pension Scheme The Companys contribution is recognized as an expense inthe Profit and Loss Statement during the period in which the employee renders the related service

The Company does not deal with Foreign Currency hence AS-11 ldquoEffect of changes in Foreign Exchangesissued bythe Institute of Chartered Accountantsof India isnot applicable

Cash Flow Statements has been prepared following the indirect method set out in the Accounting Standard-3 on ldquoCash Statements ldquoissued by the Institute of Chartered Accountants of India

(i) Income tax expenses for the period comprise of Current Tax amp Deffered Tax(ii) Current tax is measured at the amount expected to be paid to the tax authorities using the applicable tax

Rates of the Income TaxAct 1961(iii) Deferred Tax is calculated on the timing differences being the difference between accounting income and

taxable income which originates in one period and are capable of reversal in one or more subsequentaccounting periods in accordance with the provisions of Accounting Standard -22 on ldquoAccounting forTaxeson Incomerdquo issued by the Institute of Chartered Accountants of IndiaDeferred tax assets are recognized only to the extent that there is a reasonable certainty that sufficientfuture income will be available except that deferred tax assets in case there are unabsorbed depreciationor losses are recognized if there is virtual certainty that sufficient future taxable income will be available torealize the same

Depreciation on Fixed Assets is provided on the basis of Straight Line Method (SLM) Depreciation isprovided based on useful life of the assets as prescribed in Schedule II to the Companies Act 2013

Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and itis probable that an outflow of resources will be required to settle the obligation and a reliable estimate canbe made Provisions are not discounted to their present value and are determined based on the bestestimate required to settle the obligation at the reporting date These estimates are reviewed at eachreporting date and adjusted to reflect the current best estimatesContingent liabilities are disclosed unless the possibility of outflow of resources is remoteContingent assets are neither recognized nor disclosed in the financial statements

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value Animpairment loss is charged to the Profit and Loss Statement in the year in which an asset is identified asimpaired The impairment loss recognized in prior accounting period is reversed if there has been a changein the estimate of recoverable amount

G) ForeignCurrencyTransaction

H) CashFlowStatements

J) Depreciation

K) ProvisionsandContingent liabilities

L) Impairment ofAssets

I) TaxesonIncome

59 HIRA AUTOMOBILES LIMITED

M) EarningsPer Share

N) Segment Reporting

has been made in accordance with the requirement of Accounting Standard (AS) -20 on Earnings PerShare issued by the Institute of Chartered Accountants of India Diluted Earning per share is the same asBasic Earning per share because there is no potential equity shares which would have dilutive effect onearning per shares to equity shareholders

The Company is Authorized Dealer of Maruti Suzuki India Limited (MSIL) and hence is engaged in thebusiness of sale amp service of MSIL vehicles As the basic nature of sale of variants of vehicles is governedby the same set of risk amp returns these have been grouped as single segment as per AccountingStandard(AS-17) on segment reporting issued by the Institute of Chartered Accountants of India

2 Detail in respect of Opening Stock Sales and Closing Stock as follows

3 (a) During the year the company has recognized the following amounts as Defined Contribution Pan in theProfit and Loss Account

i) Employers Contribution to Provident Fund - Rs 5871 Lacsii) Employers Contribution to Employee State Insurance - Rs 1579 Lacs

The calculation of Earnings Per Share (EPS) as disclosed in the Balance Sheet Abstract

(b) During the year the Company has made provision for Gratuity in books asdesigned benefit plan

4 Subsequent to Accounting Standards -22 Accounting for Taxes on Income Issued by the Institute ofCharteredAccountants of India Deferred Tax Expenses of Rs 120557700 for the periods is recognized inthe profit and LossAmount

Calculation of Deferred TaxLiability is as followsWritten down value of Fixed Assets as on 31032016 (As per Company Act) 168178793Written down value of Fixed Assets as on 31032016 (As per Income Tax Act) 114371729bull Timing Difference 53807064bull Tax 3090 16626383bull Deferred Tax Liability as on 31032016 16626383bull Deferred Tax Liability as on 31042015 15420806bull Deferred Tax Liability to be provided for 1205577

5 Legal amp Professional Fees includes Payments to Auditors comprising as follows-i) Statutory Audit fee Rs 10000000ii) Tax audit and Vat audit Fee Rs 5000000

6 Related Party Disclosure in accordance with Accounting Standard-18

Pacific Finlease Pvt LtdRahul Sidhu Enterprises Pvt LtdRSG Studios Pvt Ltd

(a) Enterprises owned or Significantly Influenced by Directors and their Relatives

60 HIRA AUTOMOBILES LIMITED

Particulars Opening Stock Sales Closing StockQty

825VehiclesSpares ampAccessory

Amount(Rs In Lacs)

37213632756

Qty

5627

Amount(Rs In Lacs)2647068260272

Qty

1131

Amount(Rs In Lacs)

38093031155

b)

Pacific Finlease Pvt Ltd

Rahul Sidhu Enterprises Pvt Ltd

RSGStudios Pvt Ltd

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 1915Interest Recovered during the financial year 207

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 14379Interest Recovered during the financial year 035

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 6229Interest Recovered during the financial year 618

7 Calculation of Earning Per Share is as follows Profit after Tax as per Profit amp Loss Account as on 3132016 5630835

For Basic Earning Per share 2753440For Diluted Earning Per Share 2753440

Basic 219Diluted 219

8 Balance confirmation letters have been obtained from some of the parties on test check basis9 Figures of Previous year have been re-grouped and re classified wherever necessary in order to

conform to the current years presentation

As per our report of even date

No of Equity Share (Face value Rs 10- each)

Detail of transaction for the financial year 2015-16

Earning Per Share

61 HIRA AUTOMOBILES LIMITED

Page 31: HIRAAUTOMOBILESLIMITED - bseindia.com · S. Isher Singh Director Mrs. Neha Sidhu Whole time Director Mrs ... Name Rahulinder Singh Sidhu Age 34 Brief Resume Working as Director in

( ) PREVENTIONOFINSIDERTRADING

( ) COMPANYSASSETS

( ) NONCOMPLIANCE

( ) ANYAMENDMENTSORMODIFICATIONTOTHECODEOFCONDUCT

( )ACKNOWLEDGEMENTOFRECEIPTOFCODEOFCONDUCTANDETHICS

1 COMPANY PHILOSOPHY ONCODEOF GOVERNANCE

2 BOARDOF DIRECTORS

V

VI

VII

VIII

IX

Officers are privy to price sensitive inside information and should not use it to make personal gains TheCompany has framed Code of Conduct for prevention of insider trading in the Securities of the CompanyOfficers should follow the same in letter and spirit

Protecting and safeguarding the Companys assets and properties and preventing their unauthorized usepersonal use is one of the key and prime responsibility of Officers Officers are personally responsible of theCompanys funds under their control Officers should use electronic communication facilities like e-mail Internetetc in a legal ethical and appropriate manner and not expose the Company to liability resulting from the illegalunauthorized or unethical use thereof

In case of non-compliance of any of the provisions of this Code of conduct the same shall be reported to theChairman of the Board of Directors of the Company

This Code of Conduct is subject to modification The Board of Directors has the requisite power and the authorityto update and amend the Code of Conduct from time to time

I have received and read the Companys Code of Conduct and Ethics and have understood the standards andpolicies contained therein I agree to comply with the Companys Code of Conduct and Ethics I hereby affirm tothe Company compliance with the Code Conduct and Ethics on an annual basis and also undertake to renewsuch affirmation in the first weekof April every year

Pursuant to Regulation 34 read with Schedule V to the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 a Report on Corporate Governance is givenbelow

The report on Corporate Governance is requirement under Listing Agreement entered into with stockExchange and forms part of the report of the Board of Directors to the shareholders of the Company Thisreport gives an insight into the organizational structure of the Company The vision of the company is to be afinancially sound profitable growth oriented company committed to building and maximizing sustainablevalue for all the shareholders In its endeavor to attain the goal visualized the company is laying maximumemphasis on the effective system of Corporate Governance

(a) CompositionThe present strength of Board of Directors of the Company is five comprising of two Promoter Directors and threeIndependent Directors having diversified professional experience Out of total strength of five Directors two areexecutive and three are Non-Executive The composition of Board of Directors as on 31 March 2016 is asunder

REPORT OF THEBOARDOFDIRECTORS ONCORPORATEGOVERNANCE

st

32 HIRA AUTOMOBILES LIMITED

SN Name DIN Designation Nature of Directorship

1 Rahul Inder SinghSidhu

00447452Chairman and ManagingDirector

Promoter Executive

2 Neha Sidhu 00460875 Whole-time director Promoter Executive

3 Isher Singh 02990779 Director Independent Non Executive4 Rajbir Kaur 06397998 Director Independent Non Executive

5 Rupinder Kaur 06403845 Director Independent Non Executive

6 Ramesh Kumar 00126036 Director Independent Non Executive

Sh Ramesh Kumar has resigned on 31122015 from the office of Director(b) Attendance of each Director at the Board Meetings held during the year 2015-16 and last Annual General

Meeting and number of other Boards or Board Committees in which heshe is a member is as under-

The detail of number of shares and convertible instruments held by non ndash executive directors is given asbelow

Shri Rahulinder Singh Sidhu Managing Director of the Company and Smt Neha Sidhu Whole Time Director on theBoard of Directors are related to each other as husband and wife

(c) During the year fifteen meetings of the Board ofDirectors were held on the following dates-

The familiarization programme imparted to independent directors is disclosed on weblinkof the Company

wwwhiraautomobilescom

33

30042015 30052015 31052015 21072015 31072015 15092015

30092015 31102015 02112015 30112015 02012016 0202201615022016 22022016 10032016

SN Name of non ndash executive Director No of Equity Shares Held No of convertibleinstruments Held

1 Rajbir Kaur Nil NA

2 Rupinder Kaur Nil NA3 Isher Singh Nil NA

Total Nil NA

SN

Name of Director No of BoardMeeting attended

No of otherDirectorship

Membershipin other

Committees

Attendance atlast AGM

1 Rahulinder Singh Sidhu 15 4 - Yes

2 Neha Sidhu 12 4 - Yes

3 Isher Singh 12 - 3 -

4 Rajbir Kaur 6 - 3 -

5 Rupinder Kaur 6 - 3 -

6 Ramesh Kumar 1 4 - -

HIRA AUTOMOBILES LIMITED

34

3 AUDITCOMMITTEE

4NOMINATIONANDREMUNERATIONCOMMITTEE

Remunerationpolicy

The terms of reference of the audit committee include all the matters as provided under Section 177 (4) of TheCompanies Act 2013 and the rules made there under and SEBI (LODR) Regulations 2015

As on 31 March 2016 In compliance with the provisions of Section 177(2) of the Companies Act 2013 AuditCommittee comprises of three Non-Executive Independent Directors five meetings of Audit Committee wereheld during the year under consideration on following dates

The details of members of the audit committee and their attendance is as under-

The terms of reference of Nomination and Remuneration Committee covers all the matters provided under theCompanies Act 2013 and the rules made there under and SEBI (LODR) Regulations 2015

As on 31 March 2016 in compliance with the provisions of Section 178(1) of the Companies Act 2013Nomination and Remuneration Committee comprises of three Non-Executive Independent Directors Twomeetings of Nomination and Remuneration Committee were held during the year under consideration on 30May 2015 and 10 March 2016The details of members of the audit committee and their attendance is as under-

Remuneration policy ensures that the level and composition of remuneration is reasonable and sufficient toattract retain and motivate directors of the quality required to run the company successfully and that relationshipof remuneration to performance is clear and meets appropriate performance benchmarks and that remunerationto directors key managerial personnel and senior management involves a balance between fixed and incentivepay reflecting short and long-term performance objectives appropriate to the working of the company and itsgoals

CompositionandMeetings

CompositionandMeetings

st

st

th

th

30052015 31072015 31102015 15022016 28032016

Name of Directors Position held in theCommittee

Category MEETINGSHeld Attended

Isher Singh Chairman Independent NonExecutive

Five Five

Rupinder Kaur Member Independent NonExecutive

Three Three

Rajbir Kaur Member Independent NonExecutive

Three Three

Name of Directors Position held in theCommittee

Category MEETINGS

Held Attended

Isher Singh Chairman Independent NonExecutive

Two Two

Rupinder Kaur Member Independent Non

Executive

Two Two

Rajbir Kaur Member Independent NonExecutive

Two Two

HIRA AUTOMOBILES LIMITED

35

5 REMUNERATIONOFDIRECTORS

6 STAKEHOLDERS GRIEVANCECOMMITTEE

7 GENERALBODYMEETINGS

There is no pecuniary relationship or transaction of the company with its independent directors other thanpayment of sitting fee to them for attending Board and Committee meetings Following Executive Directors werepaid as per detail given below

and no commission on profits is paid to any of the Directors No stock option has been given to any of theDirectors including Executive Directors

As on 31 March 2016 in compliance with the requirement of Section 178(5) of The Companies Act 2013Stakeholder Relationship Committee comprises of three Non-Executive Independent Directors to consider andresolve the grievances of security holders of the companyper detail given below

Sh Rahul Inder Singh Sidhu Managing Director has been appointed as Compliance officer for the purpose ofcomplying with various provisions of the Guidelines Regulations issued by Securities and Exchange Board ofIndia Listing Agreement with Stock Exchanges

The Company has not received any complaint during the year from the shareholders and there is no pendingcomplaint with the Company

(i) Location and time where last three Annual General Meetings were held is given below-

(i) Compositionst

(ii) ComplianceOfficer

(iii) Complaints

SN

NAME OFDIRECTOR

DESIGNATION SALARY Rs BENEFITS BONUS STOCKOPTIONS

PENSION

1 RahulinderSingh Sidhu

ManagingDirector

960000- - - - -

2 Neha Sidhu Whole TimeDirector

840000- - - - -

Name Category Designation

Isher Singh Independent Non Executive Chairman

Rupinder Kaur Independent Non Executive Member

Rajbir Kaur Independent Non Executive Member

Financial Year Date Time Venue

2012-13 30092013 1100 A M 20 Sector 8A Chandigarh 1100022013-14 30092014 500 PM 20 Sector 8A Chandigarh 110002

2014-15 30092015 500 PM 20 Sector 8A Chandigarh 110002

HIRA AUTOMOBILES LIMITED

36

(ii) Following Special Resolutions were passed in the previous 3 Annual General Meeting

(iii) No special resolution has been passed last year through postal ballot and no special resolution isproposed to be conducted through postal ballot

Quarterly results are normally published in the newspapers and also sent to BSE Limited Physical copy ofannual report which inter alia includes the Directors Report Corporate governance report Audited AccountsCash Flow Statements etc was sent to shareholders by post and also to BSE Limited The quarterly results andannual report isalso available on companys website at under investors section

Date 30092016 Time 0500 PM Day Friday and Venue Registered Office of the Company at 0598 Sector18B Chandigarh 160018

The companys Financial Year starts from 1 April every year and conclude on 31 March next year

The Register of Members and the Share Transfer Books of the Company shall remain closed from 29 day ofSeptember 2016 to 30 day of September 2016 (both days inclusive)

No dividend has been recommended by the Board this year and therefore information under this sub clause is nil

The shares of the Company are listed at BSE Limited only as other regional stock exchanges viz Delhi StockExchange Association Limited Ludhiana Stock Exchange Association Limited and Ahmedabad StockExchange Limited had been de-recoganised in the process of de-recoganition by Securities and ExchangeBoard of India The Company haspaid listing fee to BSE Limited

The Stock Code of the Company on BSE Limited is 531743

There was no trading of shares of the Company and no market price data is available Further Securities of theCompany were not suspended from trading by BSE Limited during last year

The Company has appointed Ms Beetal Financial amp Computer Services Private Ltd New Delhi as CommonAgency (RTA) for Share Transfer work in both modes physical as well as electronically Detail of RTA is as underMs Beetal Financial amp Computer Services Private LimitedBeetal House 3 Floor99 Madangir Behind Local Shopping Center Near Data Harsukhdas MandirNewDelhi- 110062 Ph 011-2996128182 Fax 011-29961284

The companys shares in dematerialized form transferable through depository system and Shares in physicalform are processed by Ms Beetal Financial amp Computer Services Private Limited The Board has authorised ShRahulinder Singh Sidhu Managing Director of the company to approve share transfers and matter relatedtherewith

8 MEANSOFCOMMUNICATION

9 GENERALSHAREHOLDERINFORMATIONAnnual General Meeting

Financial Year

BookClosure

Dividend

Listing

StockCode

StockMarket Data

Registrar andShareTransfer Agents

ShareTransfer System

wwwhiraautomobilescom

st st

th

th

rd

30092013 Nil

30092014 1 Approval for Borrowing Money in excess of the aggregate of the paid up share capital andfree reserves of the Company 2 Amendments in Articles of Association

30092015 Nil

HIRA AUTOMOBILES LIMITED

37

ReconciliationofShareCapital Audit

Distribution of shareholding

Dematerializationof sharesandliquidity

GDRsADRs

Mr Ravinder Kumar Practising Company Secretary carries out the Reconciliation of Share Capital Audit asmandated by SEBI and reports on the reconciliation of total issued and listed Capital with that of total sharecapital admitted held in dematerialized form with NSDL and CDSL and those held in physical form This audit iscarried out on quarterly basis and the report thereof is submitted to the Stock Exchanges

Detail of distribution of share holding of equity share of the Company by size and ownership class as on31032016 is given as under

The Shares of the company have not been traded on stock exchange during the period under review TheCompany has not been allotted ISIN and number of shares held in dematerialized formis nil

The Company has not issued any GDRsADRsWarrants or any Convertible instruments

UP TO 5000 129 6293 38840 38840000 14106

5001 TO 10000 49 2390 44500 44500000 16162

10001 TO 20000 7 341 10000 10000000 0363220001 TO 30000 4 195 9000 9000000 03269

30001 TO 40000 2 098 6800 6800000 02470

40001 TO 50000 1 049 4400 4400000 01598

50001 TO 100000 1 049 5200 5200000 01889

100001 AND ABOVE 10 585 2634700 2634700000 956876

Indian Promoter-IndividualHUF 11 2635700 9572

Non Resident Individual 1 500 002

Bodies Corporate 1 500 002

Resident Individuals-HUF 190 116740 424

HIRA AUTOMOBILES LIMITED

38

Plant ShowroomLocationsShowroom Locations

Address for correspondence

Related Party Transactions

Compliance

Vigil Mechanism

WhistleBlower Policy

Mandatory Requirements

1 Hira Automobiles Limited Rajbaha Road Patiala Ph No 0175-22091002 Hira Automobiles Limited Malout Road Muktsar Ph No 01633-2620203 Hira Automobiles Limited Village Bhadak Rajpura Ph No 01762-2448814 Hira Automobiles Limited Radha Swami Satsang Road Nabha PhNo 01765-5059595 Hira Automobiles Limited Muktsar Road Malout Ph No01637-2637246 Hira Automobiles Limited Patiala Pehowa Road DevigarhPh No0175-26311527 Hira Automobiles Limited Bathinda Malout Road Gidderbaha8 Hira Automobiles Limited Nabha Road Bhadson9 Hira Automobiles Limited Cheeka road Samana

10 Hira Automobiles Limited Malout Road Killianwali

Following is the address for correspondenceRegistered Office ndash Hira Automobiles Limited 0598 Sector 18-B Chandigarh 160018

There are no materially significant related party transactions that may have potential conflict with the interests ofcompany at large There were transactions with related parties at market price at arms length basis which aredisclosed in Form AOC ndash 2 attached herewith The policy on dealing with related party transactions is availableon web link of the Company

The Company has complied with all the provisions of listing agreement and that no penalties and or strictureshas been imposed on the company by Stock Exchange or SEBI or any statutory authority on any matter relatedto capital markets during the last three years

Detail of Vigil Mechanismis provided in the same heading in Directors Report

Company has formulated the Whistle Blower Policy to safeguard the interest of its stakeholders Directors andemployees to freely communicate and address to the Company their genuine concerns in relation to any illegalor unethical practice being carried out in the Company and that no personnel has been denied access to the auditcommittee

The Company has complied with all the mandatory requirements as stipulated in SEBI (Listing and DisclosureRequirements) Regulations 2015

10 OTHERDISCLOSURES

wwwhiraautomobilescom

HIRA AUTOMOBILES LIMITED

39

MANAGEMENTDISCUSSIONANDANALYSIS REPORT

1 Industrystructureanddevelopment

2 Opportunitiesandthreats

3 Segmentwiseor product wiseperformance

4 Outlook

5 Risksandconcern

6 Internal control systemsandtheir adequacy

HIRA AUTOMOBILES LIMITED

40

7 Discussiononfinancial performancewithrespect tooperational performanceDue to overall recessionary economy and internal competition with the new dealer there has been minoradverse impact on the financial stability of the company with respect to operational performance as the workingcapital limits of the company has increased substantially where as there is no growth in sales In comparison tominor growth in operational performance Profitability of the company has been decreasing during the yearinspite of higher burden of interest expenditure salary and wages and other admistrative expenses

8 HumanRecourses

9 Management of theCompany

Human Resource is considered to be the most prized assetof the company by the management Hence the work-forceis being looked after well and ensured that they remain motivated The 360 degree appraisal system ensures theirsatisfaction and brings out their concerns and bikerings which are addressed by the management immediately Thisimproves the employee-management relationship and makes themwork for the better future of the company

As Company has a large network of branches spread over 14 locations in two district of Patiala and Muktsar eachlocation is being managed by a rich experienced deemed CEO who is also known deemed key managerial personnelAll the branches key Managerial Personnel are reporting directly to CMD sitting at Patiala corporate office of thecompany

HIRA AUTOMOBILES LIMITED

41

COMPLIANCECERTIFICATEBYCHIEFEXECUTIVEOFFICERANDCHIEFFINANCIALOFFICER

We Rahulinder Singh Sidhu Managing Director and Sandeep Rana Chief Financial Officer of the Companyhereby certify thatA We have reviewed financial statements and the cash flow for the year ended 31 March 2016 and that to thebest of our knowledge and belief(1) These statements do not contain any materially untrue statement or omit any material fact or containstatements that might be misleading(2) These statements together present a true and fair view of the company affairs and are in compliance withexisting accounting standards applicable laws and regulationsB There are to the best of our knowledge and belief no transactions entered into by the Company during theyear that are fraudulent illegal or volatile to the companyscode of conductC We accept responsibility for establishing and maintaining internal controls for financial Reporting and that wehave evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting andwe have disclosed to the auditors and the audit committee deficiencies in the design or operation of such internalcontrols if any of which they are aware and the steps they have taken or propose to take to rectify thesedeficienciesD We have indicated to the auditorsand the Audit committee(1) Significant changes in internal control over financial reporting during the year(2) Significant changes in accounting policies during the year and that the same have been disclosed in thenotes to the financial statements and(3) There were no instances of fraud of which they have become aware and the involvement therein of themanagement or an employee having a significant role in the companys internal control system over financialreporting

I Rahulinder Singh Sidhu Managing Director of the Company hereby declare that all Board Members andSenior Management Personnel have affirmed compliance with the code of conduct for the Directors and SeniorManagement Personnel as approved by the Board for the Financial Year ended 31 March 2016

For

st

st

HIRA AUTOMOBILES LIMITED

42

AUDITORS CERTIFICATEONCORPORATEGOVERNANCE

The Board of DirectorsHira Automobiles LimitedChandigarh

We have examined the compliance of conditions of Corporate Governance by Hira Automobiles Limited for thefinancial year ended March 31 2016 as stipulated in the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015

The compliance of conditions of Corporate Governance is the responsibility of the management Ourexamination was limited to procedures and implementation thereof adopted by the company for ensuring thecompliance of the conditions of the Corporate Governance It is neither an audit nor an expression of opinion onthe financial statements of the company

In our opinion and to the best of our information and according to the explanations given to us we certify that thecompany has complied with the conditions of Corporate Governance as stipulated in the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015

We further state that such compliance is neither an assurance as to the future viability of the company nor theefficiency of effectiveness with which the management has conducted the affairs of the company

HIRA AUTOMOBILES LIMITED

43 HIRA AUTOMOBILES LIMITED

4

5

OPINION

REPORTONOTHERLEGALANDREGULATORYREQUIREMENTS

44 HIRA AUTOMOBILES LIMITED

Annexureldquo Ardquoto the Independent Auditors Report on the Standalone Financial Statements of Hira Automobiles Limited(Referred to in paragraph 1 (f) under Report on Other Legal and Regulatory Requirements of our report of evendate)

REPORT ON THE INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING UNDER CLAUSE (i)OF SUBSECTION3 OF SECTION 143 OF THE COMPANIES ACT 2013 (ldquoTHE ACTrdquo)

We have audited the internal financial controls over financial reporting of hira automobiles LIMITED (ldquotheCompanyrdquo) as of March 31 2016 in conjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

The Companys management is responsible for establishing and maintaining internal financial controlsbased onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the ldquoGuidance Noterdquo) issued by the Institute of Chartered Accountants of India These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherence to Companyspolicies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financial information as requiredunder the Companies Act 2013

Our responsibility is to express an opinion on the Companys internal financial controls over financial reportingbased on our audit We conducted our audit in accordance with the Guidance Note and the Standards onAuditing prescribed under Section 143(10) of the Companies Act 2013 to the extent applicable to an audit ofinternal financial controls Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if such controls operatedeffectively in all material respects Our audit involves performing procedures to obtain audit evidence about theadequacy of the internal financial controls system over financial reporting and their operating effectiveness Ouraudit of internal financial controls over financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditors judgement including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internalfinancial controlssystem over financial reporting

MANAGEMENTSRESPONSIBILITYFORINTERNALFINANCIALCONTROLS

AUDITORS RESPONSIBILITY

45 HIRA AUTOMOBILES LIMITED

MEANINGOFINTERNALFINANCIALCONTROLSOVERFINANCIALREPORTING

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVERFINANCIAL REPORTING

OPINION

A companys internal financial control over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles A companys internal financial controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of thecompany (2) provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and that receipts andpayments of the company are being made only in accordance with authorisation of management and directors ofthe company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the companys assets that could have a material effect on the financialstatements

Because of the inherent limitations of internal financial controls over financial reporting including thepossibility of collusion or improper management override of controls material misstatements due to error orfraud may occur and not be detected Also projections of any evaluation of the internal financial controlsover financial reporting to future periods are subject to the risk that the internal financial control over financialreporting may become inadequate because of changes in conditions or that the degree of compliance withthe policies or procedures may deteriorate

in our opinion to the best of our information and according to the explanations given to us the Companyhas in all material respects an adequate internal financial controls system over financial reporting and suchinternal financial controls over financial reporting were operating effectively as at March 31 2016 based onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note

46 HIRA AUTOMOBILES LIMITED

Annexure B To Auditors ReportAnnexure referred to in paragraph 3 of our report of even date

1 (a) The Company has maintained proper records showing full particulars including quantitativedetailsand situation of fixed assets at Corporate Office and in the process of maintaining at outlets

(b) We have been informed that the fixed assets of the company have been physically verified by themanagement at reasonable intervals and no material discrepancies were noticed on such verification

2 (a) As informed to us physical verification of inventory of the company has been conducted by themanagement at reasonable intervals (b) In our opinion and according to the explanations givento us the procedures of Physical verification of inventory followed by the management arereasonable and adequate in relation to the size of the company and the nature of its business

(c) In our opinion and according to the explanations given to us the Company is maintainingproper records of inventory We have been informed that no material discrepancies have been noticedon physical verification as compared to records

3 (a) According to the information and explanation given to us the Company has advanced inter corporatedeposits to three companies covered in the register maintained under section 189 of the CompaniesAct2013 and there is no stipulation as to the time period for recovery of principal and interest amount ofunsecured loan given

(b) Further as there is no stipulation as to the time period for recovery of principal amount ofunsecured loan given we are unable to comment on the overdue amount in respect of thesaid loan

4 In our opinion and according to the information and explanations given to us the Company has compliedwith the provisions of Sections 185 and 186 of the CompaniesAct 2013 in respect of grant of loans makinginvestments and providing guarantees and securities

5 According to the information and explanation given to us the Company has not accepted deposits frompublic Advances from customers for sale of vehicles and against sale promotion schemes run by theCompany to promote its sale are received and paid in the ordinary course of business

6 The maintenance of cost records under section 148(1) of the CompaniesAct 2013 has not been prescribedby the Central government for the Companysince it is not manufacturing Company

7 (a) According to the information and explanations given to us the company is generally regular indepositing all statutory dues including provident fund investor education and protection fundemployees state insurance income tax sales tax wealth tax custom duty excise duty cess and anyother statutory due with appropriate authority during the year

(b) According to the information and explanations given to us there are no disputed amount payables inrespect of provident fund investor education and protection fund employees state insurance incometax sales tax wealth tax customduty excise duty cess by the Company

(c ) No amount was lying with the company which was required to be transferred to investor education andprotection fund in accordance with the relevant provisions of the CompaniesAct 1956 (1 of 1956) andrulesmade there under

8 As informed to us the companyhas not defaulted in repayment of dues to financial institutions or banks

9 As informed to us the company has not given any guarantee for loans taken by others from bank orfinancial institutions

47 HIRA AUTOMOBILES LIMITED

10 As informed to us the proceeds of the term loans taken by the company are applied for the purpose forwhich the loans were obtained

11 Based on the audit procedures performed for the purpose of reporting the true and fair view of the financialstatements and as per the information and explanation given by the management we report that no fraudby the company has been noticed or reported during the course of our audit

48 HIRA AUTOMOBILES LIMITED

49

Particulars Note No As at As atMarch 312016 March 312015

I EQUITY AND LIABILITIES(1) Shareholders funds

(a) Share capital 2 2753440000 2753440000(b) Reserves and Surplus 3 6240053700 5676970200

(2) Non-current liabilities(a) Long term borrowings 4 10202167800 9006585600(b) Deferred tax liabilities (net) 5 1662638300 1542080600(c) Other long-term liabilities 6 5734992800 5067035200

(d) Long-term provisions 7 1339912400 1244415300(3) Current liabilities

(a) Short term Borrowings 8 49363423500 59501393100(b) Trade payables 9 1502741100 6123301200(c) Other current liabilities 10 3671194600 4679162300(d) Short term provisions 11 823155600 789863800

Total 83293719800 96384247300ASSETS

(1) Non-Current assets(a) Fixed assets

(i) Tangible assts 12 16817879700 16711642800(ii) Intangible assets 13 - -

(b) Non-current investments 14 1120000 1120000(d) Long-term loans and advances 15 2618538200 2251312400

(2) Current assets(a) Inventories 16 41208502100 40489156300(b) Trade Receivables 17 14372057700 13922503000(d) Cash and Cash equivalents 18 3697504100 11556587000(e) Short-term Loans and Advances 19 4497240800 11399114400(f) Other Current assets 20 80877200 52811400

Total 83293719800 96384247300

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

(IN RUPEES)

Chairman and Managing Director

Balance Sheet

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies 1

50

Particulars Note No Year Ended Year EndedMarch 312016 March 312015

I Revenue from operations 21 310372896800 323733670200II Other income 22 136994600 525412000III Total Revenue(I+II) 310509891400 324259082200IV Expenses

a Cost of Material Consumed 23 1357073500 1293751900b Purchase of Stock-in-Trade 24 281848216100 294479334400c Changes in Inventories of Finished Goods 25 (719345800) (186205700)d Employee Benefits Expenses 26 12664754100 12944732800e Finance Costs 27 5604834800 4157234900f Depreciation and Amortization expense 12 1358225700 1559476600g Other Expenses 28 7395406500 8383136200

Total Expenses 309509164900 322631461100V Profit before tax (III-IV) 1000726500 1627621100

VI Tax expense(a)Current tax 275985000 473844400(b)Deferred tax 120557700 -

VII Profit for the Year(V-VI) 604183800 1153776700VIII Prior period tax expenses 41100300 75346500IX Earnings per Equity Share(in Rupees) 563083500 1078430200

Basic 219 392Diluted 219 392

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

Profit amp Loss Account

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies

51

Particulars As at March 312016 As at March 312015A Cash Flow from Operating Activities

Net Profit before Tax 1627621100Adjustment forDepreciation 1559476600Interest expenses 4157234900Loss Profit on Sale of Fixed Assets -

Operating ProfitLoss before Working Capital Changes 7344332600Adjustment for(Increase)Decrease in Trade amp Other receivables 940107800(Increase)Decrease in Inventory (186205700)Increase(Decrease) in Trade Payables amp other provisions (4054306400)(Increase)Decrease in Other Loans amp Advances (4635970800)Cash generated from operations (592042500)Taxes Paid (549190900)Previous Year Taxes (Net) -Net Cash from Operating Activities (A) (1141233400)

B Cash Flow from Investing Activities(Purchase) of FixedCapital Expenditure (2227931100)Sale of Fixed Assets 883140700Sale(Purchase) of Investment (315826300)

Net Cash used in Investing Activities (B) (1660616700)C Cash Flow from Finance Activities

Proceeds from Long Term Borrowing (Net) (4869873700)Secured Loan 18024550800Unsecured Loan - 991878400Interest paid (4157234900)Net Cash from Financing Activities (C ) 9989320600

Net increase in Cash and Equivalents (A+B+C) 7187470500Opening Balance of Cash and Cash Equivalents 4369116500

Closing Balance of Cash and Cash Equivalents

1000726500

13582257005604834800

69725800

8033512800

(449554700)(719345800)

(5595236000)68738078008143184100(275985000)

(41100300)7826098800

(1622365700)88177300

(367225800)

(1901414200)

1959036900(10137969600)

(5604834800)(13783767500)

(7859082900)11556587000

3697504100 11556587000

Notes1 Figures in brackets indicate cash outflow2 The above Cash Flow Statement has been prepared under the indirect method set out in AS 3-Cash

Flow Statement as prescribed by Companies (Accouning Stanadards)Rules2006

This is the Cash Flow Statement referred to our report of even date

Cash Flow Statement

HIRA AUTOMOBILES LIMITED

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

For the Year Ended 31 March 2016st

52

Notes to Accounts2 SHARE CAPITAL

As at March 31 2016 As at March 312015(1)AUTHORISED6000000 Equity shares of Rs10-each 6000000000 6000000000

FULLY PAID UP

ISSUEDSUBSCRIBED -2753440 Equity shares of Rs10 each

6000000000 6000000000

2753440000 2753440000

2753440000 2753440000

Shares at the beginning of the accounting Period2753440 Equity shares of Rs10- each 2753440000 2753440000Additions during the year - -Shares outstanding at the end of year 2753440000 2753440000Total 2753440000 2753440000

(a) Rights Preferences and Restrictions Attached to sharesEquity Shares The Company has only one class of equity shares having a par value of Rs 10 per shareEach Shareholder is entitled to one vote per share In the event of liquidation of the company the holder ofequity shares will be entitled to receive any of the remaining of the Company after distribution of allpreferential amounts However no such preferential amount exist currently The distribution will be inproportion to the number of equity shares held by the equity shareholders(b) Detail of Shares held by Shareholders holding more than 5 of the Aggregate Shares in theCompany

Name of Shareholders No of Shares Shareholding as at March31 2016

Rajinder Kaur Bhattal 826000 3000Kuldeep Singh Bhattal 272100 988Rahul Sidhu 270000 981Simran Bajwa 265000 962Manjeet Kaur Sangha 862900 3134

3 RESERVES AND SURPLUSAs at March 312016 As at March 312015

General reserveAt the beginning of the accounting period 723675000

-

-

-

-

723675000Additions during the yearAt the end of the accounting period 723675000 723675000Surplus in Statement of Profit and LossAt the beginning of the accounting period 4953295200 3874865000Additions during the year 563083500 1078430200(balance in statement of profit amp loss ac)prior period expenses written offtransfer tofrom reservesAt the end of the accounting period 5516378700 4953295200

Total 6240053700 56769702004 LONG TERM BORROWINGS

As at March 312016 As at March 312015SECUREDTerm loan(Secured against hypof car and guaranteed bythe directors of the co)

(Secured against Focal Point Properties andguaranteed by directors)

-

5018479300

142138000

5774447600

UNSECUREDLoans from directors 5183688500 3090000000Loans from shareholders and public - -Total 10202167800 9006585600

Term loan

HIRA AUTOMOBILES LIMITED

53

5 DEFERRED TAX LIABILITIES (NET)As at March 312016 As at March 312015

Deferred tax liabilities 1662638300 1542080600Total 1662638300 1542080600

6 OTHER LONG TERM LIABILITIESAs at March 312016 As at March 312015

Sales promotion scheme- Customeradvances

5046479000 4415090000

Security from Employees 688513800 651945200Total 5734992800 5067035200

7 LONG TERM PROVISIONSAs at March 312016 As at March 312015

Gratuity provision 1339912400 1244415300Total 1339912400 1244415300

10 OTHER CURRENT LIABILITIESAs at March 312015

Current maturities of long term debts 880473400 1674618400Interest accrued and due on borrowings - -Value added tax and CST 2185026500 2517359600TDS payable 111535600 157798400Current year taxes payable(net of advance tax) - -

Other payables 494159100 329385900Total 3671194600 4679162300

11 SHORT TERM PROVISIONS

(a) Provisions for employee benefits 823155600 789863800

8 SHORT TERM BORROWINGSAs at March 312016 As at March 312015

Secured loans from banksPunjab National Bank -(secured against hypothecation of stockand book-debts)Gur Mandi Patiala 30680878500 29077205300Gagan Chowk Rajpura 1863121400 1705992300New Grain Market Muktsar and Malout 842363700 757042200Inventory funding 15977059900 27961153300(secured against hypothecation of stockand book-debts)Total 49363423500 59501393100

9 TRADE PAYABLESAs at March 312016 As at March 312015

Sundry Creditors 357269200 2822407500Advance from Parties-Interest free 1145471900 3300893700Total 1502741100 6123301200

HIRA AUTOMOBILES LIMITED

As at March 312016 As at March 312015

Total 823155600 789863800

As at March 312016

54 HIRA AUTOMOBILES LIMITED

14 NON CURRENT INVESTMENTAs at March 312016 As at March 312015

Investment in Shares 1120000 1120000Investment in Mutual Funds - -

Total 1120000 1120000

15 LONG TERM LOANS AND ADVANCESAs at March 312016 As at March 312015

Security Deposits 366283000 337485500(Unsecured considered good unlessOtherwise Stated)Intercorporate Deposits 2252255200 1913826900Total 2618538200 2251312400

16 INVENTORIESAs at March 312016 As at March 312015

(As taken valued amp certified by the management)

Stock in Trade (in respect of goodsacquired for trading )

38093012700 37213584000

Stores Spares amp Loose tools 3115489400 3275572300

Total 41208502100 40489156300

17 TRADE RECEIVABLESAs at March 312016 As at March 312015

(unsecured considered good unlessotherwise stated)(1)Debts outstanding for a period exceeding

six months from the date they are due 513584600 623548900(2)Other debts 13858473100 13298954100Total 14372057700 13922503000

55

18 CASH amp CASH EQUIVALENTS As at March 312016 As at March 312015

(a) Balance with BanksFixed deposits 1260950600 812770600(Earmarked balances with banksheld as margin moneyagainst borrowingsand other commitments)Current accounts 1243916600 6403274200Gold Coins 29547200 29547200(b) Cheques Draft on HandCheques in HandCash in hand

202088500961001200

30714258001239569200

Total 3697504100 11556587000

19 SHORT TERM LOANS amp ADVANCESAs at March 312016 As at March 312015

(Unsecured considered good unlessotherwise stated)advances recoverable in cash orin kind for the value to be received(1)Advance to parties 2541662700 9294257800(2) Receivable from revenue authorities 551783000 569108700(3)Current years taxes recoverable(net ofliability)

332615600 380504500

(4) Other advances 1071179500 1155243400Total 4497240800 11399114400

HIRA AUTOMOBILES LIMITED

56

20 OTHER CURRENT ASSETSAs at March 312016 As at March 312015

Prepaid Expenses 80877200 52811400

Total 52811400

21 REVENUE FROM OPERATIONSAs at March 312016 As at March 312015

Sale of products 290733945600 301324413800Sale of services 9681919400 10435033800

Other operating revenues 9957031800 11974222600310372896800 323733670200

Less Excise duty - -Total 310372896800 323733670200

22 OTHER INCOMEAs at March 312016 As at March 312015

Interest income 87335400 279807100Other Non-operating income 49659200 245604900Total 136994600 525412000

23 COST OF MATERIAL CONSUMEDAs at March 312016 As at March 312015

Purchases Raw-Materials and PackingMaterials

1357073500 1293751900

Add Opening balance of stock - -1357073500 1293751900

Less Closing balance of stock - -Total 1357073500 1293751900

80877200

24 PURCHASE OF STOCK IN TRADEAs at March 312016 As at March 312015

Purchases of Traded goods 281848216100 294479334400

Total 281848216100 294479334400

25 CHANGES IN INVENTORIESAs at March 312016 As at March 312015

Finished Goodsat the beginning of the accounting period - -at the end of the accounting period - -Stock-in-Tradeat the beginning of the accounting period 40489156300 40302950600at the end of the accounting period 41208502100 40489156300Total (719345800) (186205700)

26 EMPLOYEE BENEFIT EXPENSESAs at March 312016 As at March 312015

Salary and Wages 8156996000 9654096800HRA Expenses and other allowance 2733336200 1148756100Contribution to Provident fund 587123100 490338400Contribution to Employees state Insurance fund 157923000 161030000Workers and Staff Welfare 299823200 269213600Gratuity Expenses 95497100 64570600Bonus 420931500 903597900Employees Training and Uniform expenses 213124000 253129400Total 12664754100 12944732800

HIRA AUTOMOBILES LIMITED

57

27 FINANCE COSTSAs at March 312016 As at March 312015

Interest ExpenseInterest to Banks 4309580000 3483884100Interest on Unsecured loans 1196279800 577607600Interest to Customers (36290200) (95330900)Interest to MSIL (121679800) (50429300)Interest to Bank on Vehicle loan 29667800 43272600Bank Charges 227277200 198230800

Total 5604834800 4157234900

28 OTHER EXPENSESAs at March 312016 As at March 312015

Accessories Expenses 9551600 18313400Festival Expenses 30357200 8141000Donation 13123500 9144500Freight Inward 23896900 26399000Power amp Fuel 913761800 911434100Software Usage Charges 91413600 86473500Entertainment Exp 19129900 29106000Rent Rates amp Taxes 701191800 671145200General Expenses 162725500 138611000Godown Rent 57600000 48125000Insurance 161551400 173705300Legal expenses 43474400 60436900Misc Expenses 7073900 3598300News Paper amp Periodicals 9374100 7947200Outside Labour Expenses 284322400 102072700Payment to the Auditors 48313400 15000000Postage amp Courier Expenses 10683600 13298800Professional Charges 147965200 1006744000Printing amp Stationery 165125400 223093400Repair to Buildings and fixed assets 309177500 427256800MDS Expenses 21264900 35806500Telephone Expenses 326712100 525640000Workshop Expenses 325704400 579373600Vehicle Running Expenses 182200200 225090800Other expenses 18263600 405070100Advertisement ExpensesDiscounts

99310800745200400

118382500821623000

Customer welfare 146224200 161357500Demo Expenses amp PDI Expenses 372510300 437441500Sales Promotion 696744200 773152400Sale Commission amp Incentives 160190000 35180000Pool Cancellation and lifting charges 202092600 166694500Marketing Staff Tour expensesTrue Value Expenses

531070200358105500

581622300442725000

Total 7395406500 8383136200

HIRA AUTOMOBILES LIMITED

58 HIRA AUTOMOBILES LIMITED

Post-Employment BenefitsDefined Contribution PlansA defined contribution plan is a post-employment benefit plan under which the Company pays specifiedContributions to a separate entity The Company makes specified monthly contributions towards ProvidentFund Superannuation Fund and Pension Scheme The Companys contribution is recognized as an expense inthe Profit and Loss Statement during the period in which the employee renders the related service

The Company does not deal with Foreign Currency hence AS-11 ldquoEffect of changes in Foreign Exchangesissued bythe Institute of Chartered Accountantsof India isnot applicable

Cash Flow Statements has been prepared following the indirect method set out in the Accounting Standard-3 on ldquoCash Statements ldquoissued by the Institute of Chartered Accountants of India

(i) Income tax expenses for the period comprise of Current Tax amp Deffered Tax(ii) Current tax is measured at the amount expected to be paid to the tax authorities using the applicable tax

Rates of the Income TaxAct 1961(iii) Deferred Tax is calculated on the timing differences being the difference between accounting income and

taxable income which originates in one period and are capable of reversal in one or more subsequentaccounting periods in accordance with the provisions of Accounting Standard -22 on ldquoAccounting forTaxeson Incomerdquo issued by the Institute of Chartered Accountants of IndiaDeferred tax assets are recognized only to the extent that there is a reasonable certainty that sufficientfuture income will be available except that deferred tax assets in case there are unabsorbed depreciationor losses are recognized if there is virtual certainty that sufficient future taxable income will be available torealize the same

Depreciation on Fixed Assets is provided on the basis of Straight Line Method (SLM) Depreciation isprovided based on useful life of the assets as prescribed in Schedule II to the Companies Act 2013

Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and itis probable that an outflow of resources will be required to settle the obligation and a reliable estimate canbe made Provisions are not discounted to their present value and are determined based on the bestestimate required to settle the obligation at the reporting date These estimates are reviewed at eachreporting date and adjusted to reflect the current best estimatesContingent liabilities are disclosed unless the possibility of outflow of resources is remoteContingent assets are neither recognized nor disclosed in the financial statements

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value Animpairment loss is charged to the Profit and Loss Statement in the year in which an asset is identified asimpaired The impairment loss recognized in prior accounting period is reversed if there has been a changein the estimate of recoverable amount

G) ForeignCurrencyTransaction

H) CashFlowStatements

J) Depreciation

K) ProvisionsandContingent liabilities

L) Impairment ofAssets

I) TaxesonIncome

59 HIRA AUTOMOBILES LIMITED

M) EarningsPer Share

N) Segment Reporting

has been made in accordance with the requirement of Accounting Standard (AS) -20 on Earnings PerShare issued by the Institute of Chartered Accountants of India Diluted Earning per share is the same asBasic Earning per share because there is no potential equity shares which would have dilutive effect onearning per shares to equity shareholders

The Company is Authorized Dealer of Maruti Suzuki India Limited (MSIL) and hence is engaged in thebusiness of sale amp service of MSIL vehicles As the basic nature of sale of variants of vehicles is governedby the same set of risk amp returns these have been grouped as single segment as per AccountingStandard(AS-17) on segment reporting issued by the Institute of Chartered Accountants of India

2 Detail in respect of Opening Stock Sales and Closing Stock as follows

3 (a) During the year the company has recognized the following amounts as Defined Contribution Pan in theProfit and Loss Account

i) Employers Contribution to Provident Fund - Rs 5871 Lacsii) Employers Contribution to Employee State Insurance - Rs 1579 Lacs

The calculation of Earnings Per Share (EPS) as disclosed in the Balance Sheet Abstract

(b) During the year the Company has made provision for Gratuity in books asdesigned benefit plan

4 Subsequent to Accounting Standards -22 Accounting for Taxes on Income Issued by the Institute ofCharteredAccountants of India Deferred Tax Expenses of Rs 120557700 for the periods is recognized inthe profit and LossAmount

Calculation of Deferred TaxLiability is as followsWritten down value of Fixed Assets as on 31032016 (As per Company Act) 168178793Written down value of Fixed Assets as on 31032016 (As per Income Tax Act) 114371729bull Timing Difference 53807064bull Tax 3090 16626383bull Deferred Tax Liability as on 31032016 16626383bull Deferred Tax Liability as on 31042015 15420806bull Deferred Tax Liability to be provided for 1205577

5 Legal amp Professional Fees includes Payments to Auditors comprising as follows-i) Statutory Audit fee Rs 10000000ii) Tax audit and Vat audit Fee Rs 5000000

6 Related Party Disclosure in accordance with Accounting Standard-18

Pacific Finlease Pvt LtdRahul Sidhu Enterprises Pvt LtdRSG Studios Pvt Ltd

(a) Enterprises owned or Significantly Influenced by Directors and their Relatives

60 HIRA AUTOMOBILES LIMITED

Particulars Opening Stock Sales Closing StockQty

825VehiclesSpares ampAccessory

Amount(Rs In Lacs)

37213632756

Qty

5627

Amount(Rs In Lacs)2647068260272

Qty

1131

Amount(Rs In Lacs)

38093031155

b)

Pacific Finlease Pvt Ltd

Rahul Sidhu Enterprises Pvt Ltd

RSGStudios Pvt Ltd

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 1915Interest Recovered during the financial year 207

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 14379Interest Recovered during the financial year 035

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 6229Interest Recovered during the financial year 618

7 Calculation of Earning Per Share is as follows Profit after Tax as per Profit amp Loss Account as on 3132016 5630835

For Basic Earning Per share 2753440For Diluted Earning Per Share 2753440

Basic 219Diluted 219

8 Balance confirmation letters have been obtained from some of the parties on test check basis9 Figures of Previous year have been re-grouped and re classified wherever necessary in order to

conform to the current years presentation

As per our report of even date

No of Equity Share (Face value Rs 10- each)

Detail of transaction for the financial year 2015-16

Earning Per Share

61 HIRA AUTOMOBILES LIMITED

Page 32: HIRAAUTOMOBILESLIMITED - bseindia.com · S. Isher Singh Director Mrs. Neha Sidhu Whole time Director Mrs ... Name Rahulinder Singh Sidhu Age 34 Brief Resume Working as Director in

SN Name DIN Designation Nature of Directorship

1 Rahul Inder SinghSidhu

00447452Chairman and ManagingDirector

Promoter Executive

2 Neha Sidhu 00460875 Whole-time director Promoter Executive

3 Isher Singh 02990779 Director Independent Non Executive4 Rajbir Kaur 06397998 Director Independent Non Executive

5 Rupinder Kaur 06403845 Director Independent Non Executive

6 Ramesh Kumar 00126036 Director Independent Non Executive

Sh Ramesh Kumar has resigned on 31122015 from the office of Director(b) Attendance of each Director at the Board Meetings held during the year 2015-16 and last Annual General

Meeting and number of other Boards or Board Committees in which heshe is a member is as under-

The detail of number of shares and convertible instruments held by non ndash executive directors is given asbelow

Shri Rahulinder Singh Sidhu Managing Director of the Company and Smt Neha Sidhu Whole Time Director on theBoard of Directors are related to each other as husband and wife

(c) During the year fifteen meetings of the Board ofDirectors were held on the following dates-

The familiarization programme imparted to independent directors is disclosed on weblinkof the Company

wwwhiraautomobilescom

33

30042015 30052015 31052015 21072015 31072015 15092015

30092015 31102015 02112015 30112015 02012016 0202201615022016 22022016 10032016

SN Name of non ndash executive Director No of Equity Shares Held No of convertibleinstruments Held

1 Rajbir Kaur Nil NA

2 Rupinder Kaur Nil NA3 Isher Singh Nil NA

Total Nil NA

SN

Name of Director No of BoardMeeting attended

No of otherDirectorship

Membershipin other

Committees

Attendance atlast AGM

1 Rahulinder Singh Sidhu 15 4 - Yes

2 Neha Sidhu 12 4 - Yes

3 Isher Singh 12 - 3 -

4 Rajbir Kaur 6 - 3 -

5 Rupinder Kaur 6 - 3 -

6 Ramesh Kumar 1 4 - -

HIRA AUTOMOBILES LIMITED

34

3 AUDITCOMMITTEE

4NOMINATIONANDREMUNERATIONCOMMITTEE

Remunerationpolicy

The terms of reference of the audit committee include all the matters as provided under Section 177 (4) of TheCompanies Act 2013 and the rules made there under and SEBI (LODR) Regulations 2015

As on 31 March 2016 In compliance with the provisions of Section 177(2) of the Companies Act 2013 AuditCommittee comprises of three Non-Executive Independent Directors five meetings of Audit Committee wereheld during the year under consideration on following dates

The details of members of the audit committee and their attendance is as under-

The terms of reference of Nomination and Remuneration Committee covers all the matters provided under theCompanies Act 2013 and the rules made there under and SEBI (LODR) Regulations 2015

As on 31 March 2016 in compliance with the provisions of Section 178(1) of the Companies Act 2013Nomination and Remuneration Committee comprises of three Non-Executive Independent Directors Twomeetings of Nomination and Remuneration Committee were held during the year under consideration on 30May 2015 and 10 March 2016The details of members of the audit committee and their attendance is as under-

Remuneration policy ensures that the level and composition of remuneration is reasonable and sufficient toattract retain and motivate directors of the quality required to run the company successfully and that relationshipof remuneration to performance is clear and meets appropriate performance benchmarks and that remunerationto directors key managerial personnel and senior management involves a balance between fixed and incentivepay reflecting short and long-term performance objectives appropriate to the working of the company and itsgoals

CompositionandMeetings

CompositionandMeetings

st

st

th

th

30052015 31072015 31102015 15022016 28032016

Name of Directors Position held in theCommittee

Category MEETINGSHeld Attended

Isher Singh Chairman Independent NonExecutive

Five Five

Rupinder Kaur Member Independent NonExecutive

Three Three

Rajbir Kaur Member Independent NonExecutive

Three Three

Name of Directors Position held in theCommittee

Category MEETINGS

Held Attended

Isher Singh Chairman Independent NonExecutive

Two Two

Rupinder Kaur Member Independent Non

Executive

Two Two

Rajbir Kaur Member Independent NonExecutive

Two Two

HIRA AUTOMOBILES LIMITED

35

5 REMUNERATIONOFDIRECTORS

6 STAKEHOLDERS GRIEVANCECOMMITTEE

7 GENERALBODYMEETINGS

There is no pecuniary relationship or transaction of the company with its independent directors other thanpayment of sitting fee to them for attending Board and Committee meetings Following Executive Directors werepaid as per detail given below

and no commission on profits is paid to any of the Directors No stock option has been given to any of theDirectors including Executive Directors

As on 31 March 2016 in compliance with the requirement of Section 178(5) of The Companies Act 2013Stakeholder Relationship Committee comprises of three Non-Executive Independent Directors to consider andresolve the grievances of security holders of the companyper detail given below

Sh Rahul Inder Singh Sidhu Managing Director has been appointed as Compliance officer for the purpose ofcomplying with various provisions of the Guidelines Regulations issued by Securities and Exchange Board ofIndia Listing Agreement with Stock Exchanges

The Company has not received any complaint during the year from the shareholders and there is no pendingcomplaint with the Company

(i) Location and time where last three Annual General Meetings were held is given below-

(i) Compositionst

(ii) ComplianceOfficer

(iii) Complaints

SN

NAME OFDIRECTOR

DESIGNATION SALARY Rs BENEFITS BONUS STOCKOPTIONS

PENSION

1 RahulinderSingh Sidhu

ManagingDirector

960000- - - - -

2 Neha Sidhu Whole TimeDirector

840000- - - - -

Name Category Designation

Isher Singh Independent Non Executive Chairman

Rupinder Kaur Independent Non Executive Member

Rajbir Kaur Independent Non Executive Member

Financial Year Date Time Venue

2012-13 30092013 1100 A M 20 Sector 8A Chandigarh 1100022013-14 30092014 500 PM 20 Sector 8A Chandigarh 110002

2014-15 30092015 500 PM 20 Sector 8A Chandigarh 110002

HIRA AUTOMOBILES LIMITED

36

(ii) Following Special Resolutions were passed in the previous 3 Annual General Meeting

(iii) No special resolution has been passed last year through postal ballot and no special resolution isproposed to be conducted through postal ballot

Quarterly results are normally published in the newspapers and also sent to BSE Limited Physical copy ofannual report which inter alia includes the Directors Report Corporate governance report Audited AccountsCash Flow Statements etc was sent to shareholders by post and also to BSE Limited The quarterly results andannual report isalso available on companys website at under investors section

Date 30092016 Time 0500 PM Day Friday and Venue Registered Office of the Company at 0598 Sector18B Chandigarh 160018

The companys Financial Year starts from 1 April every year and conclude on 31 March next year

The Register of Members and the Share Transfer Books of the Company shall remain closed from 29 day ofSeptember 2016 to 30 day of September 2016 (both days inclusive)

No dividend has been recommended by the Board this year and therefore information under this sub clause is nil

The shares of the Company are listed at BSE Limited only as other regional stock exchanges viz Delhi StockExchange Association Limited Ludhiana Stock Exchange Association Limited and Ahmedabad StockExchange Limited had been de-recoganised in the process of de-recoganition by Securities and ExchangeBoard of India The Company haspaid listing fee to BSE Limited

The Stock Code of the Company on BSE Limited is 531743

There was no trading of shares of the Company and no market price data is available Further Securities of theCompany were not suspended from trading by BSE Limited during last year

The Company has appointed Ms Beetal Financial amp Computer Services Private Ltd New Delhi as CommonAgency (RTA) for Share Transfer work in both modes physical as well as electronically Detail of RTA is as underMs Beetal Financial amp Computer Services Private LimitedBeetal House 3 Floor99 Madangir Behind Local Shopping Center Near Data Harsukhdas MandirNewDelhi- 110062 Ph 011-2996128182 Fax 011-29961284

The companys shares in dematerialized form transferable through depository system and Shares in physicalform are processed by Ms Beetal Financial amp Computer Services Private Limited The Board has authorised ShRahulinder Singh Sidhu Managing Director of the company to approve share transfers and matter relatedtherewith

8 MEANSOFCOMMUNICATION

9 GENERALSHAREHOLDERINFORMATIONAnnual General Meeting

Financial Year

BookClosure

Dividend

Listing

StockCode

StockMarket Data

Registrar andShareTransfer Agents

ShareTransfer System

wwwhiraautomobilescom

st st

th

th

rd

30092013 Nil

30092014 1 Approval for Borrowing Money in excess of the aggregate of the paid up share capital andfree reserves of the Company 2 Amendments in Articles of Association

30092015 Nil

HIRA AUTOMOBILES LIMITED

37

ReconciliationofShareCapital Audit

Distribution of shareholding

Dematerializationof sharesandliquidity

GDRsADRs

Mr Ravinder Kumar Practising Company Secretary carries out the Reconciliation of Share Capital Audit asmandated by SEBI and reports on the reconciliation of total issued and listed Capital with that of total sharecapital admitted held in dematerialized form with NSDL and CDSL and those held in physical form This audit iscarried out on quarterly basis and the report thereof is submitted to the Stock Exchanges

Detail of distribution of share holding of equity share of the Company by size and ownership class as on31032016 is given as under

The Shares of the company have not been traded on stock exchange during the period under review TheCompany has not been allotted ISIN and number of shares held in dematerialized formis nil

The Company has not issued any GDRsADRsWarrants or any Convertible instruments

UP TO 5000 129 6293 38840 38840000 14106

5001 TO 10000 49 2390 44500 44500000 16162

10001 TO 20000 7 341 10000 10000000 0363220001 TO 30000 4 195 9000 9000000 03269

30001 TO 40000 2 098 6800 6800000 02470

40001 TO 50000 1 049 4400 4400000 01598

50001 TO 100000 1 049 5200 5200000 01889

100001 AND ABOVE 10 585 2634700 2634700000 956876

Indian Promoter-IndividualHUF 11 2635700 9572

Non Resident Individual 1 500 002

Bodies Corporate 1 500 002

Resident Individuals-HUF 190 116740 424

HIRA AUTOMOBILES LIMITED

38

Plant ShowroomLocationsShowroom Locations

Address for correspondence

Related Party Transactions

Compliance

Vigil Mechanism

WhistleBlower Policy

Mandatory Requirements

1 Hira Automobiles Limited Rajbaha Road Patiala Ph No 0175-22091002 Hira Automobiles Limited Malout Road Muktsar Ph No 01633-2620203 Hira Automobiles Limited Village Bhadak Rajpura Ph No 01762-2448814 Hira Automobiles Limited Radha Swami Satsang Road Nabha PhNo 01765-5059595 Hira Automobiles Limited Muktsar Road Malout Ph No01637-2637246 Hira Automobiles Limited Patiala Pehowa Road DevigarhPh No0175-26311527 Hira Automobiles Limited Bathinda Malout Road Gidderbaha8 Hira Automobiles Limited Nabha Road Bhadson9 Hira Automobiles Limited Cheeka road Samana

10 Hira Automobiles Limited Malout Road Killianwali

Following is the address for correspondenceRegistered Office ndash Hira Automobiles Limited 0598 Sector 18-B Chandigarh 160018

There are no materially significant related party transactions that may have potential conflict with the interests ofcompany at large There were transactions with related parties at market price at arms length basis which aredisclosed in Form AOC ndash 2 attached herewith The policy on dealing with related party transactions is availableon web link of the Company

The Company has complied with all the provisions of listing agreement and that no penalties and or strictureshas been imposed on the company by Stock Exchange or SEBI or any statutory authority on any matter relatedto capital markets during the last three years

Detail of Vigil Mechanismis provided in the same heading in Directors Report

Company has formulated the Whistle Blower Policy to safeguard the interest of its stakeholders Directors andemployees to freely communicate and address to the Company their genuine concerns in relation to any illegalor unethical practice being carried out in the Company and that no personnel has been denied access to the auditcommittee

The Company has complied with all the mandatory requirements as stipulated in SEBI (Listing and DisclosureRequirements) Regulations 2015

10 OTHERDISCLOSURES

wwwhiraautomobilescom

HIRA AUTOMOBILES LIMITED

39

MANAGEMENTDISCUSSIONANDANALYSIS REPORT

1 Industrystructureanddevelopment

2 Opportunitiesandthreats

3 Segmentwiseor product wiseperformance

4 Outlook

5 Risksandconcern

6 Internal control systemsandtheir adequacy

HIRA AUTOMOBILES LIMITED

40

7 Discussiononfinancial performancewithrespect tooperational performanceDue to overall recessionary economy and internal competition with the new dealer there has been minoradverse impact on the financial stability of the company with respect to operational performance as the workingcapital limits of the company has increased substantially where as there is no growth in sales In comparison tominor growth in operational performance Profitability of the company has been decreasing during the yearinspite of higher burden of interest expenditure salary and wages and other admistrative expenses

8 HumanRecourses

9 Management of theCompany

Human Resource is considered to be the most prized assetof the company by the management Hence the work-forceis being looked after well and ensured that they remain motivated The 360 degree appraisal system ensures theirsatisfaction and brings out their concerns and bikerings which are addressed by the management immediately Thisimproves the employee-management relationship and makes themwork for the better future of the company

As Company has a large network of branches spread over 14 locations in two district of Patiala and Muktsar eachlocation is being managed by a rich experienced deemed CEO who is also known deemed key managerial personnelAll the branches key Managerial Personnel are reporting directly to CMD sitting at Patiala corporate office of thecompany

HIRA AUTOMOBILES LIMITED

41

COMPLIANCECERTIFICATEBYCHIEFEXECUTIVEOFFICERANDCHIEFFINANCIALOFFICER

We Rahulinder Singh Sidhu Managing Director and Sandeep Rana Chief Financial Officer of the Companyhereby certify thatA We have reviewed financial statements and the cash flow for the year ended 31 March 2016 and that to thebest of our knowledge and belief(1) These statements do not contain any materially untrue statement or omit any material fact or containstatements that might be misleading(2) These statements together present a true and fair view of the company affairs and are in compliance withexisting accounting standards applicable laws and regulationsB There are to the best of our knowledge and belief no transactions entered into by the Company during theyear that are fraudulent illegal or volatile to the companyscode of conductC We accept responsibility for establishing and maintaining internal controls for financial Reporting and that wehave evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting andwe have disclosed to the auditors and the audit committee deficiencies in the design or operation of such internalcontrols if any of which they are aware and the steps they have taken or propose to take to rectify thesedeficienciesD We have indicated to the auditorsand the Audit committee(1) Significant changes in internal control over financial reporting during the year(2) Significant changes in accounting policies during the year and that the same have been disclosed in thenotes to the financial statements and(3) There were no instances of fraud of which they have become aware and the involvement therein of themanagement or an employee having a significant role in the companys internal control system over financialreporting

I Rahulinder Singh Sidhu Managing Director of the Company hereby declare that all Board Members andSenior Management Personnel have affirmed compliance with the code of conduct for the Directors and SeniorManagement Personnel as approved by the Board for the Financial Year ended 31 March 2016

For

st

st

HIRA AUTOMOBILES LIMITED

42

AUDITORS CERTIFICATEONCORPORATEGOVERNANCE

The Board of DirectorsHira Automobiles LimitedChandigarh

We have examined the compliance of conditions of Corporate Governance by Hira Automobiles Limited for thefinancial year ended March 31 2016 as stipulated in the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015

The compliance of conditions of Corporate Governance is the responsibility of the management Ourexamination was limited to procedures and implementation thereof adopted by the company for ensuring thecompliance of the conditions of the Corporate Governance It is neither an audit nor an expression of opinion onthe financial statements of the company

In our opinion and to the best of our information and according to the explanations given to us we certify that thecompany has complied with the conditions of Corporate Governance as stipulated in the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015

We further state that such compliance is neither an assurance as to the future viability of the company nor theefficiency of effectiveness with which the management has conducted the affairs of the company

HIRA AUTOMOBILES LIMITED

43 HIRA AUTOMOBILES LIMITED

4

5

OPINION

REPORTONOTHERLEGALANDREGULATORYREQUIREMENTS

44 HIRA AUTOMOBILES LIMITED

Annexureldquo Ardquoto the Independent Auditors Report on the Standalone Financial Statements of Hira Automobiles Limited(Referred to in paragraph 1 (f) under Report on Other Legal and Regulatory Requirements of our report of evendate)

REPORT ON THE INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING UNDER CLAUSE (i)OF SUBSECTION3 OF SECTION 143 OF THE COMPANIES ACT 2013 (ldquoTHE ACTrdquo)

We have audited the internal financial controls over financial reporting of hira automobiles LIMITED (ldquotheCompanyrdquo) as of March 31 2016 in conjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

The Companys management is responsible for establishing and maintaining internal financial controlsbased onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the ldquoGuidance Noterdquo) issued by the Institute of Chartered Accountants of India These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherence to Companyspolicies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financial information as requiredunder the Companies Act 2013

Our responsibility is to express an opinion on the Companys internal financial controls over financial reportingbased on our audit We conducted our audit in accordance with the Guidance Note and the Standards onAuditing prescribed under Section 143(10) of the Companies Act 2013 to the extent applicable to an audit ofinternal financial controls Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if such controls operatedeffectively in all material respects Our audit involves performing procedures to obtain audit evidence about theadequacy of the internal financial controls system over financial reporting and their operating effectiveness Ouraudit of internal financial controls over financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditors judgement including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internalfinancial controlssystem over financial reporting

MANAGEMENTSRESPONSIBILITYFORINTERNALFINANCIALCONTROLS

AUDITORS RESPONSIBILITY

45 HIRA AUTOMOBILES LIMITED

MEANINGOFINTERNALFINANCIALCONTROLSOVERFINANCIALREPORTING

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVERFINANCIAL REPORTING

OPINION

A companys internal financial control over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles A companys internal financial controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of thecompany (2) provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and that receipts andpayments of the company are being made only in accordance with authorisation of management and directors ofthe company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the companys assets that could have a material effect on the financialstatements

Because of the inherent limitations of internal financial controls over financial reporting including thepossibility of collusion or improper management override of controls material misstatements due to error orfraud may occur and not be detected Also projections of any evaluation of the internal financial controlsover financial reporting to future periods are subject to the risk that the internal financial control over financialreporting may become inadequate because of changes in conditions or that the degree of compliance withthe policies or procedures may deteriorate

in our opinion to the best of our information and according to the explanations given to us the Companyhas in all material respects an adequate internal financial controls system over financial reporting and suchinternal financial controls over financial reporting were operating effectively as at March 31 2016 based onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note

46 HIRA AUTOMOBILES LIMITED

Annexure B To Auditors ReportAnnexure referred to in paragraph 3 of our report of even date

1 (a) The Company has maintained proper records showing full particulars including quantitativedetailsand situation of fixed assets at Corporate Office and in the process of maintaining at outlets

(b) We have been informed that the fixed assets of the company have been physically verified by themanagement at reasonable intervals and no material discrepancies were noticed on such verification

2 (a) As informed to us physical verification of inventory of the company has been conducted by themanagement at reasonable intervals (b) In our opinion and according to the explanations givento us the procedures of Physical verification of inventory followed by the management arereasonable and adequate in relation to the size of the company and the nature of its business

(c) In our opinion and according to the explanations given to us the Company is maintainingproper records of inventory We have been informed that no material discrepancies have been noticedon physical verification as compared to records

3 (a) According to the information and explanation given to us the Company has advanced inter corporatedeposits to three companies covered in the register maintained under section 189 of the CompaniesAct2013 and there is no stipulation as to the time period for recovery of principal and interest amount ofunsecured loan given

(b) Further as there is no stipulation as to the time period for recovery of principal amount ofunsecured loan given we are unable to comment on the overdue amount in respect of thesaid loan

4 In our opinion and according to the information and explanations given to us the Company has compliedwith the provisions of Sections 185 and 186 of the CompaniesAct 2013 in respect of grant of loans makinginvestments and providing guarantees and securities

5 According to the information and explanation given to us the Company has not accepted deposits frompublic Advances from customers for sale of vehicles and against sale promotion schemes run by theCompany to promote its sale are received and paid in the ordinary course of business

6 The maintenance of cost records under section 148(1) of the CompaniesAct 2013 has not been prescribedby the Central government for the Companysince it is not manufacturing Company

7 (a) According to the information and explanations given to us the company is generally regular indepositing all statutory dues including provident fund investor education and protection fundemployees state insurance income tax sales tax wealth tax custom duty excise duty cess and anyother statutory due with appropriate authority during the year

(b) According to the information and explanations given to us there are no disputed amount payables inrespect of provident fund investor education and protection fund employees state insurance incometax sales tax wealth tax customduty excise duty cess by the Company

(c ) No amount was lying with the company which was required to be transferred to investor education andprotection fund in accordance with the relevant provisions of the CompaniesAct 1956 (1 of 1956) andrulesmade there under

8 As informed to us the companyhas not defaulted in repayment of dues to financial institutions or banks

9 As informed to us the company has not given any guarantee for loans taken by others from bank orfinancial institutions

47 HIRA AUTOMOBILES LIMITED

10 As informed to us the proceeds of the term loans taken by the company are applied for the purpose forwhich the loans were obtained

11 Based on the audit procedures performed for the purpose of reporting the true and fair view of the financialstatements and as per the information and explanation given by the management we report that no fraudby the company has been noticed or reported during the course of our audit

48 HIRA AUTOMOBILES LIMITED

49

Particulars Note No As at As atMarch 312016 March 312015

I EQUITY AND LIABILITIES(1) Shareholders funds

(a) Share capital 2 2753440000 2753440000(b) Reserves and Surplus 3 6240053700 5676970200

(2) Non-current liabilities(a) Long term borrowings 4 10202167800 9006585600(b) Deferred tax liabilities (net) 5 1662638300 1542080600(c) Other long-term liabilities 6 5734992800 5067035200

(d) Long-term provisions 7 1339912400 1244415300(3) Current liabilities

(a) Short term Borrowings 8 49363423500 59501393100(b) Trade payables 9 1502741100 6123301200(c) Other current liabilities 10 3671194600 4679162300(d) Short term provisions 11 823155600 789863800

Total 83293719800 96384247300ASSETS

(1) Non-Current assets(a) Fixed assets

(i) Tangible assts 12 16817879700 16711642800(ii) Intangible assets 13 - -

(b) Non-current investments 14 1120000 1120000(d) Long-term loans and advances 15 2618538200 2251312400

(2) Current assets(a) Inventories 16 41208502100 40489156300(b) Trade Receivables 17 14372057700 13922503000(d) Cash and Cash equivalents 18 3697504100 11556587000(e) Short-term Loans and Advances 19 4497240800 11399114400(f) Other Current assets 20 80877200 52811400

Total 83293719800 96384247300

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

(IN RUPEES)

Chairman and Managing Director

Balance Sheet

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies 1

50

Particulars Note No Year Ended Year EndedMarch 312016 March 312015

I Revenue from operations 21 310372896800 323733670200II Other income 22 136994600 525412000III Total Revenue(I+II) 310509891400 324259082200IV Expenses

a Cost of Material Consumed 23 1357073500 1293751900b Purchase of Stock-in-Trade 24 281848216100 294479334400c Changes in Inventories of Finished Goods 25 (719345800) (186205700)d Employee Benefits Expenses 26 12664754100 12944732800e Finance Costs 27 5604834800 4157234900f Depreciation and Amortization expense 12 1358225700 1559476600g Other Expenses 28 7395406500 8383136200

Total Expenses 309509164900 322631461100V Profit before tax (III-IV) 1000726500 1627621100

VI Tax expense(a)Current tax 275985000 473844400(b)Deferred tax 120557700 -

VII Profit for the Year(V-VI) 604183800 1153776700VIII Prior period tax expenses 41100300 75346500IX Earnings per Equity Share(in Rupees) 563083500 1078430200

Basic 219 392Diluted 219 392

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

Profit amp Loss Account

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies

51

Particulars As at March 312016 As at March 312015A Cash Flow from Operating Activities

Net Profit before Tax 1627621100Adjustment forDepreciation 1559476600Interest expenses 4157234900Loss Profit on Sale of Fixed Assets -

Operating ProfitLoss before Working Capital Changes 7344332600Adjustment for(Increase)Decrease in Trade amp Other receivables 940107800(Increase)Decrease in Inventory (186205700)Increase(Decrease) in Trade Payables amp other provisions (4054306400)(Increase)Decrease in Other Loans amp Advances (4635970800)Cash generated from operations (592042500)Taxes Paid (549190900)Previous Year Taxes (Net) -Net Cash from Operating Activities (A) (1141233400)

B Cash Flow from Investing Activities(Purchase) of FixedCapital Expenditure (2227931100)Sale of Fixed Assets 883140700Sale(Purchase) of Investment (315826300)

Net Cash used in Investing Activities (B) (1660616700)C Cash Flow from Finance Activities

Proceeds from Long Term Borrowing (Net) (4869873700)Secured Loan 18024550800Unsecured Loan - 991878400Interest paid (4157234900)Net Cash from Financing Activities (C ) 9989320600

Net increase in Cash and Equivalents (A+B+C) 7187470500Opening Balance of Cash and Cash Equivalents 4369116500

Closing Balance of Cash and Cash Equivalents

1000726500

13582257005604834800

69725800

8033512800

(449554700)(719345800)

(5595236000)68738078008143184100(275985000)

(41100300)7826098800

(1622365700)88177300

(367225800)

(1901414200)

1959036900(10137969600)

(5604834800)(13783767500)

(7859082900)11556587000

3697504100 11556587000

Notes1 Figures in brackets indicate cash outflow2 The above Cash Flow Statement has been prepared under the indirect method set out in AS 3-Cash

Flow Statement as prescribed by Companies (Accouning Stanadards)Rules2006

This is the Cash Flow Statement referred to our report of even date

Cash Flow Statement

HIRA AUTOMOBILES LIMITED

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

For the Year Ended 31 March 2016st

52

Notes to Accounts2 SHARE CAPITAL

As at March 31 2016 As at March 312015(1)AUTHORISED6000000 Equity shares of Rs10-each 6000000000 6000000000

FULLY PAID UP

ISSUEDSUBSCRIBED -2753440 Equity shares of Rs10 each

6000000000 6000000000

2753440000 2753440000

2753440000 2753440000

Shares at the beginning of the accounting Period2753440 Equity shares of Rs10- each 2753440000 2753440000Additions during the year - -Shares outstanding at the end of year 2753440000 2753440000Total 2753440000 2753440000

(a) Rights Preferences and Restrictions Attached to sharesEquity Shares The Company has only one class of equity shares having a par value of Rs 10 per shareEach Shareholder is entitled to one vote per share In the event of liquidation of the company the holder ofequity shares will be entitled to receive any of the remaining of the Company after distribution of allpreferential amounts However no such preferential amount exist currently The distribution will be inproportion to the number of equity shares held by the equity shareholders(b) Detail of Shares held by Shareholders holding more than 5 of the Aggregate Shares in theCompany

Name of Shareholders No of Shares Shareholding as at March31 2016

Rajinder Kaur Bhattal 826000 3000Kuldeep Singh Bhattal 272100 988Rahul Sidhu 270000 981Simran Bajwa 265000 962Manjeet Kaur Sangha 862900 3134

3 RESERVES AND SURPLUSAs at March 312016 As at March 312015

General reserveAt the beginning of the accounting period 723675000

-

-

-

-

723675000Additions during the yearAt the end of the accounting period 723675000 723675000Surplus in Statement of Profit and LossAt the beginning of the accounting period 4953295200 3874865000Additions during the year 563083500 1078430200(balance in statement of profit amp loss ac)prior period expenses written offtransfer tofrom reservesAt the end of the accounting period 5516378700 4953295200

Total 6240053700 56769702004 LONG TERM BORROWINGS

As at March 312016 As at March 312015SECUREDTerm loan(Secured against hypof car and guaranteed bythe directors of the co)

(Secured against Focal Point Properties andguaranteed by directors)

-

5018479300

142138000

5774447600

UNSECUREDLoans from directors 5183688500 3090000000Loans from shareholders and public - -Total 10202167800 9006585600

Term loan

HIRA AUTOMOBILES LIMITED

53

5 DEFERRED TAX LIABILITIES (NET)As at March 312016 As at March 312015

Deferred tax liabilities 1662638300 1542080600Total 1662638300 1542080600

6 OTHER LONG TERM LIABILITIESAs at March 312016 As at March 312015

Sales promotion scheme- Customeradvances

5046479000 4415090000

Security from Employees 688513800 651945200Total 5734992800 5067035200

7 LONG TERM PROVISIONSAs at March 312016 As at March 312015

Gratuity provision 1339912400 1244415300Total 1339912400 1244415300

10 OTHER CURRENT LIABILITIESAs at March 312015

Current maturities of long term debts 880473400 1674618400Interest accrued and due on borrowings - -Value added tax and CST 2185026500 2517359600TDS payable 111535600 157798400Current year taxes payable(net of advance tax) - -

Other payables 494159100 329385900Total 3671194600 4679162300

11 SHORT TERM PROVISIONS

(a) Provisions for employee benefits 823155600 789863800

8 SHORT TERM BORROWINGSAs at March 312016 As at March 312015

Secured loans from banksPunjab National Bank -(secured against hypothecation of stockand book-debts)Gur Mandi Patiala 30680878500 29077205300Gagan Chowk Rajpura 1863121400 1705992300New Grain Market Muktsar and Malout 842363700 757042200Inventory funding 15977059900 27961153300(secured against hypothecation of stockand book-debts)Total 49363423500 59501393100

9 TRADE PAYABLESAs at March 312016 As at March 312015

Sundry Creditors 357269200 2822407500Advance from Parties-Interest free 1145471900 3300893700Total 1502741100 6123301200

HIRA AUTOMOBILES LIMITED

As at March 312016 As at March 312015

Total 823155600 789863800

As at March 312016

54 HIRA AUTOMOBILES LIMITED

14 NON CURRENT INVESTMENTAs at March 312016 As at March 312015

Investment in Shares 1120000 1120000Investment in Mutual Funds - -

Total 1120000 1120000

15 LONG TERM LOANS AND ADVANCESAs at March 312016 As at March 312015

Security Deposits 366283000 337485500(Unsecured considered good unlessOtherwise Stated)Intercorporate Deposits 2252255200 1913826900Total 2618538200 2251312400

16 INVENTORIESAs at March 312016 As at March 312015

(As taken valued amp certified by the management)

Stock in Trade (in respect of goodsacquired for trading )

38093012700 37213584000

Stores Spares amp Loose tools 3115489400 3275572300

Total 41208502100 40489156300

17 TRADE RECEIVABLESAs at March 312016 As at March 312015

(unsecured considered good unlessotherwise stated)(1)Debts outstanding for a period exceeding

six months from the date they are due 513584600 623548900(2)Other debts 13858473100 13298954100Total 14372057700 13922503000

55

18 CASH amp CASH EQUIVALENTS As at March 312016 As at March 312015

(a) Balance with BanksFixed deposits 1260950600 812770600(Earmarked balances with banksheld as margin moneyagainst borrowingsand other commitments)Current accounts 1243916600 6403274200Gold Coins 29547200 29547200(b) Cheques Draft on HandCheques in HandCash in hand

202088500961001200

30714258001239569200

Total 3697504100 11556587000

19 SHORT TERM LOANS amp ADVANCESAs at March 312016 As at March 312015

(Unsecured considered good unlessotherwise stated)advances recoverable in cash orin kind for the value to be received(1)Advance to parties 2541662700 9294257800(2) Receivable from revenue authorities 551783000 569108700(3)Current years taxes recoverable(net ofliability)

332615600 380504500

(4) Other advances 1071179500 1155243400Total 4497240800 11399114400

HIRA AUTOMOBILES LIMITED

56

20 OTHER CURRENT ASSETSAs at March 312016 As at March 312015

Prepaid Expenses 80877200 52811400

Total 52811400

21 REVENUE FROM OPERATIONSAs at March 312016 As at March 312015

Sale of products 290733945600 301324413800Sale of services 9681919400 10435033800

Other operating revenues 9957031800 11974222600310372896800 323733670200

Less Excise duty - -Total 310372896800 323733670200

22 OTHER INCOMEAs at March 312016 As at March 312015

Interest income 87335400 279807100Other Non-operating income 49659200 245604900Total 136994600 525412000

23 COST OF MATERIAL CONSUMEDAs at March 312016 As at March 312015

Purchases Raw-Materials and PackingMaterials

1357073500 1293751900

Add Opening balance of stock - -1357073500 1293751900

Less Closing balance of stock - -Total 1357073500 1293751900

80877200

24 PURCHASE OF STOCK IN TRADEAs at March 312016 As at March 312015

Purchases of Traded goods 281848216100 294479334400

Total 281848216100 294479334400

25 CHANGES IN INVENTORIESAs at March 312016 As at March 312015

Finished Goodsat the beginning of the accounting period - -at the end of the accounting period - -Stock-in-Tradeat the beginning of the accounting period 40489156300 40302950600at the end of the accounting period 41208502100 40489156300Total (719345800) (186205700)

26 EMPLOYEE BENEFIT EXPENSESAs at March 312016 As at March 312015

Salary and Wages 8156996000 9654096800HRA Expenses and other allowance 2733336200 1148756100Contribution to Provident fund 587123100 490338400Contribution to Employees state Insurance fund 157923000 161030000Workers and Staff Welfare 299823200 269213600Gratuity Expenses 95497100 64570600Bonus 420931500 903597900Employees Training and Uniform expenses 213124000 253129400Total 12664754100 12944732800

HIRA AUTOMOBILES LIMITED

57

27 FINANCE COSTSAs at March 312016 As at March 312015

Interest ExpenseInterest to Banks 4309580000 3483884100Interest on Unsecured loans 1196279800 577607600Interest to Customers (36290200) (95330900)Interest to MSIL (121679800) (50429300)Interest to Bank on Vehicle loan 29667800 43272600Bank Charges 227277200 198230800

Total 5604834800 4157234900

28 OTHER EXPENSESAs at March 312016 As at March 312015

Accessories Expenses 9551600 18313400Festival Expenses 30357200 8141000Donation 13123500 9144500Freight Inward 23896900 26399000Power amp Fuel 913761800 911434100Software Usage Charges 91413600 86473500Entertainment Exp 19129900 29106000Rent Rates amp Taxes 701191800 671145200General Expenses 162725500 138611000Godown Rent 57600000 48125000Insurance 161551400 173705300Legal expenses 43474400 60436900Misc Expenses 7073900 3598300News Paper amp Periodicals 9374100 7947200Outside Labour Expenses 284322400 102072700Payment to the Auditors 48313400 15000000Postage amp Courier Expenses 10683600 13298800Professional Charges 147965200 1006744000Printing amp Stationery 165125400 223093400Repair to Buildings and fixed assets 309177500 427256800MDS Expenses 21264900 35806500Telephone Expenses 326712100 525640000Workshop Expenses 325704400 579373600Vehicle Running Expenses 182200200 225090800Other expenses 18263600 405070100Advertisement ExpensesDiscounts

99310800745200400

118382500821623000

Customer welfare 146224200 161357500Demo Expenses amp PDI Expenses 372510300 437441500Sales Promotion 696744200 773152400Sale Commission amp Incentives 160190000 35180000Pool Cancellation and lifting charges 202092600 166694500Marketing Staff Tour expensesTrue Value Expenses

531070200358105500

581622300442725000

Total 7395406500 8383136200

HIRA AUTOMOBILES LIMITED

58 HIRA AUTOMOBILES LIMITED

Post-Employment BenefitsDefined Contribution PlansA defined contribution plan is a post-employment benefit plan under which the Company pays specifiedContributions to a separate entity The Company makes specified monthly contributions towards ProvidentFund Superannuation Fund and Pension Scheme The Companys contribution is recognized as an expense inthe Profit and Loss Statement during the period in which the employee renders the related service

The Company does not deal with Foreign Currency hence AS-11 ldquoEffect of changes in Foreign Exchangesissued bythe Institute of Chartered Accountantsof India isnot applicable

Cash Flow Statements has been prepared following the indirect method set out in the Accounting Standard-3 on ldquoCash Statements ldquoissued by the Institute of Chartered Accountants of India

(i) Income tax expenses for the period comprise of Current Tax amp Deffered Tax(ii) Current tax is measured at the amount expected to be paid to the tax authorities using the applicable tax

Rates of the Income TaxAct 1961(iii) Deferred Tax is calculated on the timing differences being the difference between accounting income and

taxable income which originates in one period and are capable of reversal in one or more subsequentaccounting periods in accordance with the provisions of Accounting Standard -22 on ldquoAccounting forTaxeson Incomerdquo issued by the Institute of Chartered Accountants of IndiaDeferred tax assets are recognized only to the extent that there is a reasonable certainty that sufficientfuture income will be available except that deferred tax assets in case there are unabsorbed depreciationor losses are recognized if there is virtual certainty that sufficient future taxable income will be available torealize the same

Depreciation on Fixed Assets is provided on the basis of Straight Line Method (SLM) Depreciation isprovided based on useful life of the assets as prescribed in Schedule II to the Companies Act 2013

Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and itis probable that an outflow of resources will be required to settle the obligation and a reliable estimate canbe made Provisions are not discounted to their present value and are determined based on the bestestimate required to settle the obligation at the reporting date These estimates are reviewed at eachreporting date and adjusted to reflect the current best estimatesContingent liabilities are disclosed unless the possibility of outflow of resources is remoteContingent assets are neither recognized nor disclosed in the financial statements

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value Animpairment loss is charged to the Profit and Loss Statement in the year in which an asset is identified asimpaired The impairment loss recognized in prior accounting period is reversed if there has been a changein the estimate of recoverable amount

G) ForeignCurrencyTransaction

H) CashFlowStatements

J) Depreciation

K) ProvisionsandContingent liabilities

L) Impairment ofAssets

I) TaxesonIncome

59 HIRA AUTOMOBILES LIMITED

M) EarningsPer Share

N) Segment Reporting

has been made in accordance with the requirement of Accounting Standard (AS) -20 on Earnings PerShare issued by the Institute of Chartered Accountants of India Diluted Earning per share is the same asBasic Earning per share because there is no potential equity shares which would have dilutive effect onearning per shares to equity shareholders

The Company is Authorized Dealer of Maruti Suzuki India Limited (MSIL) and hence is engaged in thebusiness of sale amp service of MSIL vehicles As the basic nature of sale of variants of vehicles is governedby the same set of risk amp returns these have been grouped as single segment as per AccountingStandard(AS-17) on segment reporting issued by the Institute of Chartered Accountants of India

2 Detail in respect of Opening Stock Sales and Closing Stock as follows

3 (a) During the year the company has recognized the following amounts as Defined Contribution Pan in theProfit and Loss Account

i) Employers Contribution to Provident Fund - Rs 5871 Lacsii) Employers Contribution to Employee State Insurance - Rs 1579 Lacs

The calculation of Earnings Per Share (EPS) as disclosed in the Balance Sheet Abstract

(b) During the year the Company has made provision for Gratuity in books asdesigned benefit plan

4 Subsequent to Accounting Standards -22 Accounting for Taxes on Income Issued by the Institute ofCharteredAccountants of India Deferred Tax Expenses of Rs 120557700 for the periods is recognized inthe profit and LossAmount

Calculation of Deferred TaxLiability is as followsWritten down value of Fixed Assets as on 31032016 (As per Company Act) 168178793Written down value of Fixed Assets as on 31032016 (As per Income Tax Act) 114371729bull Timing Difference 53807064bull Tax 3090 16626383bull Deferred Tax Liability as on 31032016 16626383bull Deferred Tax Liability as on 31042015 15420806bull Deferred Tax Liability to be provided for 1205577

5 Legal amp Professional Fees includes Payments to Auditors comprising as follows-i) Statutory Audit fee Rs 10000000ii) Tax audit and Vat audit Fee Rs 5000000

6 Related Party Disclosure in accordance with Accounting Standard-18

Pacific Finlease Pvt LtdRahul Sidhu Enterprises Pvt LtdRSG Studios Pvt Ltd

(a) Enterprises owned or Significantly Influenced by Directors and their Relatives

60 HIRA AUTOMOBILES LIMITED

Particulars Opening Stock Sales Closing StockQty

825VehiclesSpares ampAccessory

Amount(Rs In Lacs)

37213632756

Qty

5627

Amount(Rs In Lacs)2647068260272

Qty

1131

Amount(Rs In Lacs)

38093031155

b)

Pacific Finlease Pvt Ltd

Rahul Sidhu Enterprises Pvt Ltd

RSGStudios Pvt Ltd

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 1915Interest Recovered during the financial year 207

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 14379Interest Recovered during the financial year 035

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 6229Interest Recovered during the financial year 618

7 Calculation of Earning Per Share is as follows Profit after Tax as per Profit amp Loss Account as on 3132016 5630835

For Basic Earning Per share 2753440For Diluted Earning Per Share 2753440

Basic 219Diluted 219

8 Balance confirmation letters have been obtained from some of the parties on test check basis9 Figures of Previous year have been re-grouped and re classified wherever necessary in order to

conform to the current years presentation

As per our report of even date

No of Equity Share (Face value Rs 10- each)

Detail of transaction for the financial year 2015-16

Earning Per Share

61 HIRA AUTOMOBILES LIMITED

Page 33: HIRAAUTOMOBILESLIMITED - bseindia.com · S. Isher Singh Director Mrs. Neha Sidhu Whole time Director Mrs ... Name Rahulinder Singh Sidhu Age 34 Brief Resume Working as Director in

34

3 AUDITCOMMITTEE

4NOMINATIONANDREMUNERATIONCOMMITTEE

Remunerationpolicy

The terms of reference of the audit committee include all the matters as provided under Section 177 (4) of TheCompanies Act 2013 and the rules made there under and SEBI (LODR) Regulations 2015

As on 31 March 2016 In compliance with the provisions of Section 177(2) of the Companies Act 2013 AuditCommittee comprises of three Non-Executive Independent Directors five meetings of Audit Committee wereheld during the year under consideration on following dates

The details of members of the audit committee and their attendance is as under-

The terms of reference of Nomination and Remuneration Committee covers all the matters provided under theCompanies Act 2013 and the rules made there under and SEBI (LODR) Regulations 2015

As on 31 March 2016 in compliance with the provisions of Section 178(1) of the Companies Act 2013Nomination and Remuneration Committee comprises of three Non-Executive Independent Directors Twomeetings of Nomination and Remuneration Committee were held during the year under consideration on 30May 2015 and 10 March 2016The details of members of the audit committee and their attendance is as under-

Remuneration policy ensures that the level and composition of remuneration is reasonable and sufficient toattract retain and motivate directors of the quality required to run the company successfully and that relationshipof remuneration to performance is clear and meets appropriate performance benchmarks and that remunerationto directors key managerial personnel and senior management involves a balance between fixed and incentivepay reflecting short and long-term performance objectives appropriate to the working of the company and itsgoals

CompositionandMeetings

CompositionandMeetings

st

st

th

th

30052015 31072015 31102015 15022016 28032016

Name of Directors Position held in theCommittee

Category MEETINGSHeld Attended

Isher Singh Chairman Independent NonExecutive

Five Five

Rupinder Kaur Member Independent NonExecutive

Three Three

Rajbir Kaur Member Independent NonExecutive

Three Three

Name of Directors Position held in theCommittee

Category MEETINGS

Held Attended

Isher Singh Chairman Independent NonExecutive

Two Two

Rupinder Kaur Member Independent Non

Executive

Two Two

Rajbir Kaur Member Independent NonExecutive

Two Two

HIRA AUTOMOBILES LIMITED

35

5 REMUNERATIONOFDIRECTORS

6 STAKEHOLDERS GRIEVANCECOMMITTEE

7 GENERALBODYMEETINGS

There is no pecuniary relationship or transaction of the company with its independent directors other thanpayment of sitting fee to them for attending Board and Committee meetings Following Executive Directors werepaid as per detail given below

and no commission on profits is paid to any of the Directors No stock option has been given to any of theDirectors including Executive Directors

As on 31 March 2016 in compliance with the requirement of Section 178(5) of The Companies Act 2013Stakeholder Relationship Committee comprises of three Non-Executive Independent Directors to consider andresolve the grievances of security holders of the companyper detail given below

Sh Rahul Inder Singh Sidhu Managing Director has been appointed as Compliance officer for the purpose ofcomplying with various provisions of the Guidelines Regulations issued by Securities and Exchange Board ofIndia Listing Agreement with Stock Exchanges

The Company has not received any complaint during the year from the shareholders and there is no pendingcomplaint with the Company

(i) Location and time where last three Annual General Meetings were held is given below-

(i) Compositionst

(ii) ComplianceOfficer

(iii) Complaints

SN

NAME OFDIRECTOR

DESIGNATION SALARY Rs BENEFITS BONUS STOCKOPTIONS

PENSION

1 RahulinderSingh Sidhu

ManagingDirector

960000- - - - -

2 Neha Sidhu Whole TimeDirector

840000- - - - -

Name Category Designation

Isher Singh Independent Non Executive Chairman

Rupinder Kaur Independent Non Executive Member

Rajbir Kaur Independent Non Executive Member

Financial Year Date Time Venue

2012-13 30092013 1100 A M 20 Sector 8A Chandigarh 1100022013-14 30092014 500 PM 20 Sector 8A Chandigarh 110002

2014-15 30092015 500 PM 20 Sector 8A Chandigarh 110002

HIRA AUTOMOBILES LIMITED

36

(ii) Following Special Resolutions were passed in the previous 3 Annual General Meeting

(iii) No special resolution has been passed last year through postal ballot and no special resolution isproposed to be conducted through postal ballot

Quarterly results are normally published in the newspapers and also sent to BSE Limited Physical copy ofannual report which inter alia includes the Directors Report Corporate governance report Audited AccountsCash Flow Statements etc was sent to shareholders by post and also to BSE Limited The quarterly results andannual report isalso available on companys website at under investors section

Date 30092016 Time 0500 PM Day Friday and Venue Registered Office of the Company at 0598 Sector18B Chandigarh 160018

The companys Financial Year starts from 1 April every year and conclude on 31 March next year

The Register of Members and the Share Transfer Books of the Company shall remain closed from 29 day ofSeptember 2016 to 30 day of September 2016 (both days inclusive)

No dividend has been recommended by the Board this year and therefore information under this sub clause is nil

The shares of the Company are listed at BSE Limited only as other regional stock exchanges viz Delhi StockExchange Association Limited Ludhiana Stock Exchange Association Limited and Ahmedabad StockExchange Limited had been de-recoganised in the process of de-recoganition by Securities and ExchangeBoard of India The Company haspaid listing fee to BSE Limited

The Stock Code of the Company on BSE Limited is 531743

There was no trading of shares of the Company and no market price data is available Further Securities of theCompany were not suspended from trading by BSE Limited during last year

The Company has appointed Ms Beetal Financial amp Computer Services Private Ltd New Delhi as CommonAgency (RTA) for Share Transfer work in both modes physical as well as electronically Detail of RTA is as underMs Beetal Financial amp Computer Services Private LimitedBeetal House 3 Floor99 Madangir Behind Local Shopping Center Near Data Harsukhdas MandirNewDelhi- 110062 Ph 011-2996128182 Fax 011-29961284

The companys shares in dematerialized form transferable through depository system and Shares in physicalform are processed by Ms Beetal Financial amp Computer Services Private Limited The Board has authorised ShRahulinder Singh Sidhu Managing Director of the company to approve share transfers and matter relatedtherewith

8 MEANSOFCOMMUNICATION

9 GENERALSHAREHOLDERINFORMATIONAnnual General Meeting

Financial Year

BookClosure

Dividend

Listing

StockCode

StockMarket Data

Registrar andShareTransfer Agents

ShareTransfer System

wwwhiraautomobilescom

st st

th

th

rd

30092013 Nil

30092014 1 Approval for Borrowing Money in excess of the aggregate of the paid up share capital andfree reserves of the Company 2 Amendments in Articles of Association

30092015 Nil

HIRA AUTOMOBILES LIMITED

37

ReconciliationofShareCapital Audit

Distribution of shareholding

Dematerializationof sharesandliquidity

GDRsADRs

Mr Ravinder Kumar Practising Company Secretary carries out the Reconciliation of Share Capital Audit asmandated by SEBI and reports on the reconciliation of total issued and listed Capital with that of total sharecapital admitted held in dematerialized form with NSDL and CDSL and those held in physical form This audit iscarried out on quarterly basis and the report thereof is submitted to the Stock Exchanges

Detail of distribution of share holding of equity share of the Company by size and ownership class as on31032016 is given as under

The Shares of the company have not been traded on stock exchange during the period under review TheCompany has not been allotted ISIN and number of shares held in dematerialized formis nil

The Company has not issued any GDRsADRsWarrants or any Convertible instruments

UP TO 5000 129 6293 38840 38840000 14106

5001 TO 10000 49 2390 44500 44500000 16162

10001 TO 20000 7 341 10000 10000000 0363220001 TO 30000 4 195 9000 9000000 03269

30001 TO 40000 2 098 6800 6800000 02470

40001 TO 50000 1 049 4400 4400000 01598

50001 TO 100000 1 049 5200 5200000 01889

100001 AND ABOVE 10 585 2634700 2634700000 956876

Indian Promoter-IndividualHUF 11 2635700 9572

Non Resident Individual 1 500 002

Bodies Corporate 1 500 002

Resident Individuals-HUF 190 116740 424

HIRA AUTOMOBILES LIMITED

38

Plant ShowroomLocationsShowroom Locations

Address for correspondence

Related Party Transactions

Compliance

Vigil Mechanism

WhistleBlower Policy

Mandatory Requirements

1 Hira Automobiles Limited Rajbaha Road Patiala Ph No 0175-22091002 Hira Automobiles Limited Malout Road Muktsar Ph No 01633-2620203 Hira Automobiles Limited Village Bhadak Rajpura Ph No 01762-2448814 Hira Automobiles Limited Radha Swami Satsang Road Nabha PhNo 01765-5059595 Hira Automobiles Limited Muktsar Road Malout Ph No01637-2637246 Hira Automobiles Limited Patiala Pehowa Road DevigarhPh No0175-26311527 Hira Automobiles Limited Bathinda Malout Road Gidderbaha8 Hira Automobiles Limited Nabha Road Bhadson9 Hira Automobiles Limited Cheeka road Samana

10 Hira Automobiles Limited Malout Road Killianwali

Following is the address for correspondenceRegistered Office ndash Hira Automobiles Limited 0598 Sector 18-B Chandigarh 160018

There are no materially significant related party transactions that may have potential conflict with the interests ofcompany at large There were transactions with related parties at market price at arms length basis which aredisclosed in Form AOC ndash 2 attached herewith The policy on dealing with related party transactions is availableon web link of the Company

The Company has complied with all the provisions of listing agreement and that no penalties and or strictureshas been imposed on the company by Stock Exchange or SEBI or any statutory authority on any matter relatedto capital markets during the last three years

Detail of Vigil Mechanismis provided in the same heading in Directors Report

Company has formulated the Whistle Blower Policy to safeguard the interest of its stakeholders Directors andemployees to freely communicate and address to the Company their genuine concerns in relation to any illegalor unethical practice being carried out in the Company and that no personnel has been denied access to the auditcommittee

The Company has complied with all the mandatory requirements as stipulated in SEBI (Listing and DisclosureRequirements) Regulations 2015

10 OTHERDISCLOSURES

wwwhiraautomobilescom

HIRA AUTOMOBILES LIMITED

39

MANAGEMENTDISCUSSIONANDANALYSIS REPORT

1 Industrystructureanddevelopment

2 Opportunitiesandthreats

3 Segmentwiseor product wiseperformance

4 Outlook

5 Risksandconcern

6 Internal control systemsandtheir adequacy

HIRA AUTOMOBILES LIMITED

40

7 Discussiononfinancial performancewithrespect tooperational performanceDue to overall recessionary economy and internal competition with the new dealer there has been minoradverse impact on the financial stability of the company with respect to operational performance as the workingcapital limits of the company has increased substantially where as there is no growth in sales In comparison tominor growth in operational performance Profitability of the company has been decreasing during the yearinspite of higher burden of interest expenditure salary and wages and other admistrative expenses

8 HumanRecourses

9 Management of theCompany

Human Resource is considered to be the most prized assetof the company by the management Hence the work-forceis being looked after well and ensured that they remain motivated The 360 degree appraisal system ensures theirsatisfaction and brings out their concerns and bikerings which are addressed by the management immediately Thisimproves the employee-management relationship and makes themwork for the better future of the company

As Company has a large network of branches spread over 14 locations in two district of Patiala and Muktsar eachlocation is being managed by a rich experienced deemed CEO who is also known deemed key managerial personnelAll the branches key Managerial Personnel are reporting directly to CMD sitting at Patiala corporate office of thecompany

HIRA AUTOMOBILES LIMITED

41

COMPLIANCECERTIFICATEBYCHIEFEXECUTIVEOFFICERANDCHIEFFINANCIALOFFICER

We Rahulinder Singh Sidhu Managing Director and Sandeep Rana Chief Financial Officer of the Companyhereby certify thatA We have reviewed financial statements and the cash flow for the year ended 31 March 2016 and that to thebest of our knowledge and belief(1) These statements do not contain any materially untrue statement or omit any material fact or containstatements that might be misleading(2) These statements together present a true and fair view of the company affairs and are in compliance withexisting accounting standards applicable laws and regulationsB There are to the best of our knowledge and belief no transactions entered into by the Company during theyear that are fraudulent illegal or volatile to the companyscode of conductC We accept responsibility for establishing and maintaining internal controls for financial Reporting and that wehave evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting andwe have disclosed to the auditors and the audit committee deficiencies in the design or operation of such internalcontrols if any of which they are aware and the steps they have taken or propose to take to rectify thesedeficienciesD We have indicated to the auditorsand the Audit committee(1) Significant changes in internal control over financial reporting during the year(2) Significant changes in accounting policies during the year and that the same have been disclosed in thenotes to the financial statements and(3) There were no instances of fraud of which they have become aware and the involvement therein of themanagement or an employee having a significant role in the companys internal control system over financialreporting

I Rahulinder Singh Sidhu Managing Director of the Company hereby declare that all Board Members andSenior Management Personnel have affirmed compliance with the code of conduct for the Directors and SeniorManagement Personnel as approved by the Board for the Financial Year ended 31 March 2016

For

st

st

HIRA AUTOMOBILES LIMITED

42

AUDITORS CERTIFICATEONCORPORATEGOVERNANCE

The Board of DirectorsHira Automobiles LimitedChandigarh

We have examined the compliance of conditions of Corporate Governance by Hira Automobiles Limited for thefinancial year ended March 31 2016 as stipulated in the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015

The compliance of conditions of Corporate Governance is the responsibility of the management Ourexamination was limited to procedures and implementation thereof adopted by the company for ensuring thecompliance of the conditions of the Corporate Governance It is neither an audit nor an expression of opinion onthe financial statements of the company

In our opinion and to the best of our information and according to the explanations given to us we certify that thecompany has complied with the conditions of Corporate Governance as stipulated in the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015

We further state that such compliance is neither an assurance as to the future viability of the company nor theefficiency of effectiveness with which the management has conducted the affairs of the company

HIRA AUTOMOBILES LIMITED

43 HIRA AUTOMOBILES LIMITED

4

5

OPINION

REPORTONOTHERLEGALANDREGULATORYREQUIREMENTS

44 HIRA AUTOMOBILES LIMITED

Annexureldquo Ardquoto the Independent Auditors Report on the Standalone Financial Statements of Hira Automobiles Limited(Referred to in paragraph 1 (f) under Report on Other Legal and Regulatory Requirements of our report of evendate)

REPORT ON THE INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING UNDER CLAUSE (i)OF SUBSECTION3 OF SECTION 143 OF THE COMPANIES ACT 2013 (ldquoTHE ACTrdquo)

We have audited the internal financial controls over financial reporting of hira automobiles LIMITED (ldquotheCompanyrdquo) as of March 31 2016 in conjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

The Companys management is responsible for establishing and maintaining internal financial controlsbased onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the ldquoGuidance Noterdquo) issued by the Institute of Chartered Accountants of India These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherence to Companyspolicies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financial information as requiredunder the Companies Act 2013

Our responsibility is to express an opinion on the Companys internal financial controls over financial reportingbased on our audit We conducted our audit in accordance with the Guidance Note and the Standards onAuditing prescribed under Section 143(10) of the Companies Act 2013 to the extent applicable to an audit ofinternal financial controls Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if such controls operatedeffectively in all material respects Our audit involves performing procedures to obtain audit evidence about theadequacy of the internal financial controls system over financial reporting and their operating effectiveness Ouraudit of internal financial controls over financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditors judgement including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internalfinancial controlssystem over financial reporting

MANAGEMENTSRESPONSIBILITYFORINTERNALFINANCIALCONTROLS

AUDITORS RESPONSIBILITY

45 HIRA AUTOMOBILES LIMITED

MEANINGOFINTERNALFINANCIALCONTROLSOVERFINANCIALREPORTING

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVERFINANCIAL REPORTING

OPINION

A companys internal financial control over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles A companys internal financial controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of thecompany (2) provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and that receipts andpayments of the company are being made only in accordance with authorisation of management and directors ofthe company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the companys assets that could have a material effect on the financialstatements

Because of the inherent limitations of internal financial controls over financial reporting including thepossibility of collusion or improper management override of controls material misstatements due to error orfraud may occur and not be detected Also projections of any evaluation of the internal financial controlsover financial reporting to future periods are subject to the risk that the internal financial control over financialreporting may become inadequate because of changes in conditions or that the degree of compliance withthe policies or procedures may deteriorate

in our opinion to the best of our information and according to the explanations given to us the Companyhas in all material respects an adequate internal financial controls system over financial reporting and suchinternal financial controls over financial reporting were operating effectively as at March 31 2016 based onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note

46 HIRA AUTOMOBILES LIMITED

Annexure B To Auditors ReportAnnexure referred to in paragraph 3 of our report of even date

1 (a) The Company has maintained proper records showing full particulars including quantitativedetailsand situation of fixed assets at Corporate Office and in the process of maintaining at outlets

(b) We have been informed that the fixed assets of the company have been physically verified by themanagement at reasonable intervals and no material discrepancies were noticed on such verification

2 (a) As informed to us physical verification of inventory of the company has been conducted by themanagement at reasonable intervals (b) In our opinion and according to the explanations givento us the procedures of Physical verification of inventory followed by the management arereasonable and adequate in relation to the size of the company and the nature of its business

(c) In our opinion and according to the explanations given to us the Company is maintainingproper records of inventory We have been informed that no material discrepancies have been noticedon physical verification as compared to records

3 (a) According to the information and explanation given to us the Company has advanced inter corporatedeposits to three companies covered in the register maintained under section 189 of the CompaniesAct2013 and there is no stipulation as to the time period for recovery of principal and interest amount ofunsecured loan given

(b) Further as there is no stipulation as to the time period for recovery of principal amount ofunsecured loan given we are unable to comment on the overdue amount in respect of thesaid loan

4 In our opinion and according to the information and explanations given to us the Company has compliedwith the provisions of Sections 185 and 186 of the CompaniesAct 2013 in respect of grant of loans makinginvestments and providing guarantees and securities

5 According to the information and explanation given to us the Company has not accepted deposits frompublic Advances from customers for sale of vehicles and against sale promotion schemes run by theCompany to promote its sale are received and paid in the ordinary course of business

6 The maintenance of cost records under section 148(1) of the CompaniesAct 2013 has not been prescribedby the Central government for the Companysince it is not manufacturing Company

7 (a) According to the information and explanations given to us the company is generally regular indepositing all statutory dues including provident fund investor education and protection fundemployees state insurance income tax sales tax wealth tax custom duty excise duty cess and anyother statutory due with appropriate authority during the year

(b) According to the information and explanations given to us there are no disputed amount payables inrespect of provident fund investor education and protection fund employees state insurance incometax sales tax wealth tax customduty excise duty cess by the Company

(c ) No amount was lying with the company which was required to be transferred to investor education andprotection fund in accordance with the relevant provisions of the CompaniesAct 1956 (1 of 1956) andrulesmade there under

8 As informed to us the companyhas not defaulted in repayment of dues to financial institutions or banks

9 As informed to us the company has not given any guarantee for loans taken by others from bank orfinancial institutions

47 HIRA AUTOMOBILES LIMITED

10 As informed to us the proceeds of the term loans taken by the company are applied for the purpose forwhich the loans were obtained

11 Based on the audit procedures performed for the purpose of reporting the true and fair view of the financialstatements and as per the information and explanation given by the management we report that no fraudby the company has been noticed or reported during the course of our audit

48 HIRA AUTOMOBILES LIMITED

49

Particulars Note No As at As atMarch 312016 March 312015

I EQUITY AND LIABILITIES(1) Shareholders funds

(a) Share capital 2 2753440000 2753440000(b) Reserves and Surplus 3 6240053700 5676970200

(2) Non-current liabilities(a) Long term borrowings 4 10202167800 9006585600(b) Deferred tax liabilities (net) 5 1662638300 1542080600(c) Other long-term liabilities 6 5734992800 5067035200

(d) Long-term provisions 7 1339912400 1244415300(3) Current liabilities

(a) Short term Borrowings 8 49363423500 59501393100(b) Trade payables 9 1502741100 6123301200(c) Other current liabilities 10 3671194600 4679162300(d) Short term provisions 11 823155600 789863800

Total 83293719800 96384247300ASSETS

(1) Non-Current assets(a) Fixed assets

(i) Tangible assts 12 16817879700 16711642800(ii) Intangible assets 13 - -

(b) Non-current investments 14 1120000 1120000(d) Long-term loans and advances 15 2618538200 2251312400

(2) Current assets(a) Inventories 16 41208502100 40489156300(b) Trade Receivables 17 14372057700 13922503000(d) Cash and Cash equivalents 18 3697504100 11556587000(e) Short-term Loans and Advances 19 4497240800 11399114400(f) Other Current assets 20 80877200 52811400

Total 83293719800 96384247300

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

(IN RUPEES)

Chairman and Managing Director

Balance Sheet

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies 1

50

Particulars Note No Year Ended Year EndedMarch 312016 March 312015

I Revenue from operations 21 310372896800 323733670200II Other income 22 136994600 525412000III Total Revenue(I+II) 310509891400 324259082200IV Expenses

a Cost of Material Consumed 23 1357073500 1293751900b Purchase of Stock-in-Trade 24 281848216100 294479334400c Changes in Inventories of Finished Goods 25 (719345800) (186205700)d Employee Benefits Expenses 26 12664754100 12944732800e Finance Costs 27 5604834800 4157234900f Depreciation and Amortization expense 12 1358225700 1559476600g Other Expenses 28 7395406500 8383136200

Total Expenses 309509164900 322631461100V Profit before tax (III-IV) 1000726500 1627621100

VI Tax expense(a)Current tax 275985000 473844400(b)Deferred tax 120557700 -

VII Profit for the Year(V-VI) 604183800 1153776700VIII Prior period tax expenses 41100300 75346500IX Earnings per Equity Share(in Rupees) 563083500 1078430200

Basic 219 392Diluted 219 392

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

Profit amp Loss Account

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies

51

Particulars As at March 312016 As at March 312015A Cash Flow from Operating Activities

Net Profit before Tax 1627621100Adjustment forDepreciation 1559476600Interest expenses 4157234900Loss Profit on Sale of Fixed Assets -

Operating ProfitLoss before Working Capital Changes 7344332600Adjustment for(Increase)Decrease in Trade amp Other receivables 940107800(Increase)Decrease in Inventory (186205700)Increase(Decrease) in Trade Payables amp other provisions (4054306400)(Increase)Decrease in Other Loans amp Advances (4635970800)Cash generated from operations (592042500)Taxes Paid (549190900)Previous Year Taxes (Net) -Net Cash from Operating Activities (A) (1141233400)

B Cash Flow from Investing Activities(Purchase) of FixedCapital Expenditure (2227931100)Sale of Fixed Assets 883140700Sale(Purchase) of Investment (315826300)

Net Cash used in Investing Activities (B) (1660616700)C Cash Flow from Finance Activities

Proceeds from Long Term Borrowing (Net) (4869873700)Secured Loan 18024550800Unsecured Loan - 991878400Interest paid (4157234900)Net Cash from Financing Activities (C ) 9989320600

Net increase in Cash and Equivalents (A+B+C) 7187470500Opening Balance of Cash and Cash Equivalents 4369116500

Closing Balance of Cash and Cash Equivalents

1000726500

13582257005604834800

69725800

8033512800

(449554700)(719345800)

(5595236000)68738078008143184100(275985000)

(41100300)7826098800

(1622365700)88177300

(367225800)

(1901414200)

1959036900(10137969600)

(5604834800)(13783767500)

(7859082900)11556587000

3697504100 11556587000

Notes1 Figures in brackets indicate cash outflow2 The above Cash Flow Statement has been prepared under the indirect method set out in AS 3-Cash

Flow Statement as prescribed by Companies (Accouning Stanadards)Rules2006

This is the Cash Flow Statement referred to our report of even date

Cash Flow Statement

HIRA AUTOMOBILES LIMITED

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

For the Year Ended 31 March 2016st

52

Notes to Accounts2 SHARE CAPITAL

As at March 31 2016 As at March 312015(1)AUTHORISED6000000 Equity shares of Rs10-each 6000000000 6000000000

FULLY PAID UP

ISSUEDSUBSCRIBED -2753440 Equity shares of Rs10 each

6000000000 6000000000

2753440000 2753440000

2753440000 2753440000

Shares at the beginning of the accounting Period2753440 Equity shares of Rs10- each 2753440000 2753440000Additions during the year - -Shares outstanding at the end of year 2753440000 2753440000Total 2753440000 2753440000

(a) Rights Preferences and Restrictions Attached to sharesEquity Shares The Company has only one class of equity shares having a par value of Rs 10 per shareEach Shareholder is entitled to one vote per share In the event of liquidation of the company the holder ofequity shares will be entitled to receive any of the remaining of the Company after distribution of allpreferential amounts However no such preferential amount exist currently The distribution will be inproportion to the number of equity shares held by the equity shareholders(b) Detail of Shares held by Shareholders holding more than 5 of the Aggregate Shares in theCompany

Name of Shareholders No of Shares Shareholding as at March31 2016

Rajinder Kaur Bhattal 826000 3000Kuldeep Singh Bhattal 272100 988Rahul Sidhu 270000 981Simran Bajwa 265000 962Manjeet Kaur Sangha 862900 3134

3 RESERVES AND SURPLUSAs at March 312016 As at March 312015

General reserveAt the beginning of the accounting period 723675000

-

-

-

-

723675000Additions during the yearAt the end of the accounting period 723675000 723675000Surplus in Statement of Profit and LossAt the beginning of the accounting period 4953295200 3874865000Additions during the year 563083500 1078430200(balance in statement of profit amp loss ac)prior period expenses written offtransfer tofrom reservesAt the end of the accounting period 5516378700 4953295200

Total 6240053700 56769702004 LONG TERM BORROWINGS

As at March 312016 As at March 312015SECUREDTerm loan(Secured against hypof car and guaranteed bythe directors of the co)

(Secured against Focal Point Properties andguaranteed by directors)

-

5018479300

142138000

5774447600

UNSECUREDLoans from directors 5183688500 3090000000Loans from shareholders and public - -Total 10202167800 9006585600

Term loan

HIRA AUTOMOBILES LIMITED

53

5 DEFERRED TAX LIABILITIES (NET)As at March 312016 As at March 312015

Deferred tax liabilities 1662638300 1542080600Total 1662638300 1542080600

6 OTHER LONG TERM LIABILITIESAs at March 312016 As at March 312015

Sales promotion scheme- Customeradvances

5046479000 4415090000

Security from Employees 688513800 651945200Total 5734992800 5067035200

7 LONG TERM PROVISIONSAs at March 312016 As at March 312015

Gratuity provision 1339912400 1244415300Total 1339912400 1244415300

10 OTHER CURRENT LIABILITIESAs at March 312015

Current maturities of long term debts 880473400 1674618400Interest accrued and due on borrowings - -Value added tax and CST 2185026500 2517359600TDS payable 111535600 157798400Current year taxes payable(net of advance tax) - -

Other payables 494159100 329385900Total 3671194600 4679162300

11 SHORT TERM PROVISIONS

(a) Provisions for employee benefits 823155600 789863800

8 SHORT TERM BORROWINGSAs at March 312016 As at March 312015

Secured loans from banksPunjab National Bank -(secured against hypothecation of stockand book-debts)Gur Mandi Patiala 30680878500 29077205300Gagan Chowk Rajpura 1863121400 1705992300New Grain Market Muktsar and Malout 842363700 757042200Inventory funding 15977059900 27961153300(secured against hypothecation of stockand book-debts)Total 49363423500 59501393100

9 TRADE PAYABLESAs at March 312016 As at March 312015

Sundry Creditors 357269200 2822407500Advance from Parties-Interest free 1145471900 3300893700Total 1502741100 6123301200

HIRA AUTOMOBILES LIMITED

As at March 312016 As at March 312015

Total 823155600 789863800

As at March 312016

54 HIRA AUTOMOBILES LIMITED

14 NON CURRENT INVESTMENTAs at March 312016 As at March 312015

Investment in Shares 1120000 1120000Investment in Mutual Funds - -

Total 1120000 1120000

15 LONG TERM LOANS AND ADVANCESAs at March 312016 As at March 312015

Security Deposits 366283000 337485500(Unsecured considered good unlessOtherwise Stated)Intercorporate Deposits 2252255200 1913826900Total 2618538200 2251312400

16 INVENTORIESAs at March 312016 As at March 312015

(As taken valued amp certified by the management)

Stock in Trade (in respect of goodsacquired for trading )

38093012700 37213584000

Stores Spares amp Loose tools 3115489400 3275572300

Total 41208502100 40489156300

17 TRADE RECEIVABLESAs at March 312016 As at March 312015

(unsecured considered good unlessotherwise stated)(1)Debts outstanding for a period exceeding

six months from the date they are due 513584600 623548900(2)Other debts 13858473100 13298954100Total 14372057700 13922503000

55

18 CASH amp CASH EQUIVALENTS As at March 312016 As at March 312015

(a) Balance with BanksFixed deposits 1260950600 812770600(Earmarked balances with banksheld as margin moneyagainst borrowingsand other commitments)Current accounts 1243916600 6403274200Gold Coins 29547200 29547200(b) Cheques Draft on HandCheques in HandCash in hand

202088500961001200

30714258001239569200

Total 3697504100 11556587000

19 SHORT TERM LOANS amp ADVANCESAs at March 312016 As at March 312015

(Unsecured considered good unlessotherwise stated)advances recoverable in cash orin kind for the value to be received(1)Advance to parties 2541662700 9294257800(2) Receivable from revenue authorities 551783000 569108700(3)Current years taxes recoverable(net ofliability)

332615600 380504500

(4) Other advances 1071179500 1155243400Total 4497240800 11399114400

HIRA AUTOMOBILES LIMITED

56

20 OTHER CURRENT ASSETSAs at March 312016 As at March 312015

Prepaid Expenses 80877200 52811400

Total 52811400

21 REVENUE FROM OPERATIONSAs at March 312016 As at March 312015

Sale of products 290733945600 301324413800Sale of services 9681919400 10435033800

Other operating revenues 9957031800 11974222600310372896800 323733670200

Less Excise duty - -Total 310372896800 323733670200

22 OTHER INCOMEAs at March 312016 As at March 312015

Interest income 87335400 279807100Other Non-operating income 49659200 245604900Total 136994600 525412000

23 COST OF MATERIAL CONSUMEDAs at March 312016 As at March 312015

Purchases Raw-Materials and PackingMaterials

1357073500 1293751900

Add Opening balance of stock - -1357073500 1293751900

Less Closing balance of stock - -Total 1357073500 1293751900

80877200

24 PURCHASE OF STOCK IN TRADEAs at March 312016 As at March 312015

Purchases of Traded goods 281848216100 294479334400

Total 281848216100 294479334400

25 CHANGES IN INVENTORIESAs at March 312016 As at March 312015

Finished Goodsat the beginning of the accounting period - -at the end of the accounting period - -Stock-in-Tradeat the beginning of the accounting period 40489156300 40302950600at the end of the accounting period 41208502100 40489156300Total (719345800) (186205700)

26 EMPLOYEE BENEFIT EXPENSESAs at March 312016 As at March 312015

Salary and Wages 8156996000 9654096800HRA Expenses and other allowance 2733336200 1148756100Contribution to Provident fund 587123100 490338400Contribution to Employees state Insurance fund 157923000 161030000Workers and Staff Welfare 299823200 269213600Gratuity Expenses 95497100 64570600Bonus 420931500 903597900Employees Training and Uniform expenses 213124000 253129400Total 12664754100 12944732800

HIRA AUTOMOBILES LIMITED

57

27 FINANCE COSTSAs at March 312016 As at March 312015

Interest ExpenseInterest to Banks 4309580000 3483884100Interest on Unsecured loans 1196279800 577607600Interest to Customers (36290200) (95330900)Interest to MSIL (121679800) (50429300)Interest to Bank on Vehicle loan 29667800 43272600Bank Charges 227277200 198230800

Total 5604834800 4157234900

28 OTHER EXPENSESAs at March 312016 As at March 312015

Accessories Expenses 9551600 18313400Festival Expenses 30357200 8141000Donation 13123500 9144500Freight Inward 23896900 26399000Power amp Fuel 913761800 911434100Software Usage Charges 91413600 86473500Entertainment Exp 19129900 29106000Rent Rates amp Taxes 701191800 671145200General Expenses 162725500 138611000Godown Rent 57600000 48125000Insurance 161551400 173705300Legal expenses 43474400 60436900Misc Expenses 7073900 3598300News Paper amp Periodicals 9374100 7947200Outside Labour Expenses 284322400 102072700Payment to the Auditors 48313400 15000000Postage amp Courier Expenses 10683600 13298800Professional Charges 147965200 1006744000Printing amp Stationery 165125400 223093400Repair to Buildings and fixed assets 309177500 427256800MDS Expenses 21264900 35806500Telephone Expenses 326712100 525640000Workshop Expenses 325704400 579373600Vehicle Running Expenses 182200200 225090800Other expenses 18263600 405070100Advertisement ExpensesDiscounts

99310800745200400

118382500821623000

Customer welfare 146224200 161357500Demo Expenses amp PDI Expenses 372510300 437441500Sales Promotion 696744200 773152400Sale Commission amp Incentives 160190000 35180000Pool Cancellation and lifting charges 202092600 166694500Marketing Staff Tour expensesTrue Value Expenses

531070200358105500

581622300442725000

Total 7395406500 8383136200

HIRA AUTOMOBILES LIMITED

58 HIRA AUTOMOBILES LIMITED

Post-Employment BenefitsDefined Contribution PlansA defined contribution plan is a post-employment benefit plan under which the Company pays specifiedContributions to a separate entity The Company makes specified monthly contributions towards ProvidentFund Superannuation Fund and Pension Scheme The Companys contribution is recognized as an expense inthe Profit and Loss Statement during the period in which the employee renders the related service

The Company does not deal with Foreign Currency hence AS-11 ldquoEffect of changes in Foreign Exchangesissued bythe Institute of Chartered Accountantsof India isnot applicable

Cash Flow Statements has been prepared following the indirect method set out in the Accounting Standard-3 on ldquoCash Statements ldquoissued by the Institute of Chartered Accountants of India

(i) Income tax expenses for the period comprise of Current Tax amp Deffered Tax(ii) Current tax is measured at the amount expected to be paid to the tax authorities using the applicable tax

Rates of the Income TaxAct 1961(iii) Deferred Tax is calculated on the timing differences being the difference between accounting income and

taxable income which originates in one period and are capable of reversal in one or more subsequentaccounting periods in accordance with the provisions of Accounting Standard -22 on ldquoAccounting forTaxeson Incomerdquo issued by the Institute of Chartered Accountants of IndiaDeferred tax assets are recognized only to the extent that there is a reasonable certainty that sufficientfuture income will be available except that deferred tax assets in case there are unabsorbed depreciationor losses are recognized if there is virtual certainty that sufficient future taxable income will be available torealize the same

Depreciation on Fixed Assets is provided on the basis of Straight Line Method (SLM) Depreciation isprovided based on useful life of the assets as prescribed in Schedule II to the Companies Act 2013

Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and itis probable that an outflow of resources will be required to settle the obligation and a reliable estimate canbe made Provisions are not discounted to their present value and are determined based on the bestestimate required to settle the obligation at the reporting date These estimates are reviewed at eachreporting date and adjusted to reflect the current best estimatesContingent liabilities are disclosed unless the possibility of outflow of resources is remoteContingent assets are neither recognized nor disclosed in the financial statements

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value Animpairment loss is charged to the Profit and Loss Statement in the year in which an asset is identified asimpaired The impairment loss recognized in prior accounting period is reversed if there has been a changein the estimate of recoverable amount

G) ForeignCurrencyTransaction

H) CashFlowStatements

J) Depreciation

K) ProvisionsandContingent liabilities

L) Impairment ofAssets

I) TaxesonIncome

59 HIRA AUTOMOBILES LIMITED

M) EarningsPer Share

N) Segment Reporting

has been made in accordance with the requirement of Accounting Standard (AS) -20 on Earnings PerShare issued by the Institute of Chartered Accountants of India Diluted Earning per share is the same asBasic Earning per share because there is no potential equity shares which would have dilutive effect onearning per shares to equity shareholders

The Company is Authorized Dealer of Maruti Suzuki India Limited (MSIL) and hence is engaged in thebusiness of sale amp service of MSIL vehicles As the basic nature of sale of variants of vehicles is governedby the same set of risk amp returns these have been grouped as single segment as per AccountingStandard(AS-17) on segment reporting issued by the Institute of Chartered Accountants of India

2 Detail in respect of Opening Stock Sales and Closing Stock as follows

3 (a) During the year the company has recognized the following amounts as Defined Contribution Pan in theProfit and Loss Account

i) Employers Contribution to Provident Fund - Rs 5871 Lacsii) Employers Contribution to Employee State Insurance - Rs 1579 Lacs

The calculation of Earnings Per Share (EPS) as disclosed in the Balance Sheet Abstract

(b) During the year the Company has made provision for Gratuity in books asdesigned benefit plan

4 Subsequent to Accounting Standards -22 Accounting for Taxes on Income Issued by the Institute ofCharteredAccountants of India Deferred Tax Expenses of Rs 120557700 for the periods is recognized inthe profit and LossAmount

Calculation of Deferred TaxLiability is as followsWritten down value of Fixed Assets as on 31032016 (As per Company Act) 168178793Written down value of Fixed Assets as on 31032016 (As per Income Tax Act) 114371729bull Timing Difference 53807064bull Tax 3090 16626383bull Deferred Tax Liability as on 31032016 16626383bull Deferred Tax Liability as on 31042015 15420806bull Deferred Tax Liability to be provided for 1205577

5 Legal amp Professional Fees includes Payments to Auditors comprising as follows-i) Statutory Audit fee Rs 10000000ii) Tax audit and Vat audit Fee Rs 5000000

6 Related Party Disclosure in accordance with Accounting Standard-18

Pacific Finlease Pvt LtdRahul Sidhu Enterprises Pvt LtdRSG Studios Pvt Ltd

(a) Enterprises owned or Significantly Influenced by Directors and their Relatives

60 HIRA AUTOMOBILES LIMITED

Particulars Opening Stock Sales Closing StockQty

825VehiclesSpares ampAccessory

Amount(Rs In Lacs)

37213632756

Qty

5627

Amount(Rs In Lacs)2647068260272

Qty

1131

Amount(Rs In Lacs)

38093031155

b)

Pacific Finlease Pvt Ltd

Rahul Sidhu Enterprises Pvt Ltd

RSGStudios Pvt Ltd

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 1915Interest Recovered during the financial year 207

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 14379Interest Recovered during the financial year 035

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 6229Interest Recovered during the financial year 618

7 Calculation of Earning Per Share is as follows Profit after Tax as per Profit amp Loss Account as on 3132016 5630835

For Basic Earning Per share 2753440For Diluted Earning Per Share 2753440

Basic 219Diluted 219

8 Balance confirmation letters have been obtained from some of the parties on test check basis9 Figures of Previous year have been re-grouped and re classified wherever necessary in order to

conform to the current years presentation

As per our report of even date

No of Equity Share (Face value Rs 10- each)

Detail of transaction for the financial year 2015-16

Earning Per Share

61 HIRA AUTOMOBILES LIMITED

Page 34: HIRAAUTOMOBILESLIMITED - bseindia.com · S. Isher Singh Director Mrs. Neha Sidhu Whole time Director Mrs ... Name Rahulinder Singh Sidhu Age 34 Brief Resume Working as Director in

35

5 REMUNERATIONOFDIRECTORS

6 STAKEHOLDERS GRIEVANCECOMMITTEE

7 GENERALBODYMEETINGS

There is no pecuniary relationship or transaction of the company with its independent directors other thanpayment of sitting fee to them for attending Board and Committee meetings Following Executive Directors werepaid as per detail given below

and no commission on profits is paid to any of the Directors No stock option has been given to any of theDirectors including Executive Directors

As on 31 March 2016 in compliance with the requirement of Section 178(5) of The Companies Act 2013Stakeholder Relationship Committee comprises of three Non-Executive Independent Directors to consider andresolve the grievances of security holders of the companyper detail given below

Sh Rahul Inder Singh Sidhu Managing Director has been appointed as Compliance officer for the purpose ofcomplying with various provisions of the Guidelines Regulations issued by Securities and Exchange Board ofIndia Listing Agreement with Stock Exchanges

The Company has not received any complaint during the year from the shareholders and there is no pendingcomplaint with the Company

(i) Location and time where last three Annual General Meetings were held is given below-

(i) Compositionst

(ii) ComplianceOfficer

(iii) Complaints

SN

NAME OFDIRECTOR

DESIGNATION SALARY Rs BENEFITS BONUS STOCKOPTIONS

PENSION

1 RahulinderSingh Sidhu

ManagingDirector

960000- - - - -

2 Neha Sidhu Whole TimeDirector

840000- - - - -

Name Category Designation

Isher Singh Independent Non Executive Chairman

Rupinder Kaur Independent Non Executive Member

Rajbir Kaur Independent Non Executive Member

Financial Year Date Time Venue

2012-13 30092013 1100 A M 20 Sector 8A Chandigarh 1100022013-14 30092014 500 PM 20 Sector 8A Chandigarh 110002

2014-15 30092015 500 PM 20 Sector 8A Chandigarh 110002

HIRA AUTOMOBILES LIMITED

36

(ii) Following Special Resolutions were passed in the previous 3 Annual General Meeting

(iii) No special resolution has been passed last year through postal ballot and no special resolution isproposed to be conducted through postal ballot

Quarterly results are normally published in the newspapers and also sent to BSE Limited Physical copy ofannual report which inter alia includes the Directors Report Corporate governance report Audited AccountsCash Flow Statements etc was sent to shareholders by post and also to BSE Limited The quarterly results andannual report isalso available on companys website at under investors section

Date 30092016 Time 0500 PM Day Friday and Venue Registered Office of the Company at 0598 Sector18B Chandigarh 160018

The companys Financial Year starts from 1 April every year and conclude on 31 March next year

The Register of Members and the Share Transfer Books of the Company shall remain closed from 29 day ofSeptember 2016 to 30 day of September 2016 (both days inclusive)

No dividend has been recommended by the Board this year and therefore information under this sub clause is nil

The shares of the Company are listed at BSE Limited only as other regional stock exchanges viz Delhi StockExchange Association Limited Ludhiana Stock Exchange Association Limited and Ahmedabad StockExchange Limited had been de-recoganised in the process of de-recoganition by Securities and ExchangeBoard of India The Company haspaid listing fee to BSE Limited

The Stock Code of the Company on BSE Limited is 531743

There was no trading of shares of the Company and no market price data is available Further Securities of theCompany were not suspended from trading by BSE Limited during last year

The Company has appointed Ms Beetal Financial amp Computer Services Private Ltd New Delhi as CommonAgency (RTA) for Share Transfer work in both modes physical as well as electronically Detail of RTA is as underMs Beetal Financial amp Computer Services Private LimitedBeetal House 3 Floor99 Madangir Behind Local Shopping Center Near Data Harsukhdas MandirNewDelhi- 110062 Ph 011-2996128182 Fax 011-29961284

The companys shares in dematerialized form transferable through depository system and Shares in physicalform are processed by Ms Beetal Financial amp Computer Services Private Limited The Board has authorised ShRahulinder Singh Sidhu Managing Director of the company to approve share transfers and matter relatedtherewith

8 MEANSOFCOMMUNICATION

9 GENERALSHAREHOLDERINFORMATIONAnnual General Meeting

Financial Year

BookClosure

Dividend

Listing

StockCode

StockMarket Data

Registrar andShareTransfer Agents

ShareTransfer System

wwwhiraautomobilescom

st st

th

th

rd

30092013 Nil

30092014 1 Approval for Borrowing Money in excess of the aggregate of the paid up share capital andfree reserves of the Company 2 Amendments in Articles of Association

30092015 Nil

HIRA AUTOMOBILES LIMITED

37

ReconciliationofShareCapital Audit

Distribution of shareholding

Dematerializationof sharesandliquidity

GDRsADRs

Mr Ravinder Kumar Practising Company Secretary carries out the Reconciliation of Share Capital Audit asmandated by SEBI and reports on the reconciliation of total issued and listed Capital with that of total sharecapital admitted held in dematerialized form with NSDL and CDSL and those held in physical form This audit iscarried out on quarterly basis and the report thereof is submitted to the Stock Exchanges

Detail of distribution of share holding of equity share of the Company by size and ownership class as on31032016 is given as under

The Shares of the company have not been traded on stock exchange during the period under review TheCompany has not been allotted ISIN and number of shares held in dematerialized formis nil

The Company has not issued any GDRsADRsWarrants or any Convertible instruments

UP TO 5000 129 6293 38840 38840000 14106

5001 TO 10000 49 2390 44500 44500000 16162

10001 TO 20000 7 341 10000 10000000 0363220001 TO 30000 4 195 9000 9000000 03269

30001 TO 40000 2 098 6800 6800000 02470

40001 TO 50000 1 049 4400 4400000 01598

50001 TO 100000 1 049 5200 5200000 01889

100001 AND ABOVE 10 585 2634700 2634700000 956876

Indian Promoter-IndividualHUF 11 2635700 9572

Non Resident Individual 1 500 002

Bodies Corporate 1 500 002

Resident Individuals-HUF 190 116740 424

HIRA AUTOMOBILES LIMITED

38

Plant ShowroomLocationsShowroom Locations

Address for correspondence

Related Party Transactions

Compliance

Vigil Mechanism

WhistleBlower Policy

Mandatory Requirements

1 Hira Automobiles Limited Rajbaha Road Patiala Ph No 0175-22091002 Hira Automobiles Limited Malout Road Muktsar Ph No 01633-2620203 Hira Automobiles Limited Village Bhadak Rajpura Ph No 01762-2448814 Hira Automobiles Limited Radha Swami Satsang Road Nabha PhNo 01765-5059595 Hira Automobiles Limited Muktsar Road Malout Ph No01637-2637246 Hira Automobiles Limited Patiala Pehowa Road DevigarhPh No0175-26311527 Hira Automobiles Limited Bathinda Malout Road Gidderbaha8 Hira Automobiles Limited Nabha Road Bhadson9 Hira Automobiles Limited Cheeka road Samana

10 Hira Automobiles Limited Malout Road Killianwali

Following is the address for correspondenceRegistered Office ndash Hira Automobiles Limited 0598 Sector 18-B Chandigarh 160018

There are no materially significant related party transactions that may have potential conflict with the interests ofcompany at large There were transactions with related parties at market price at arms length basis which aredisclosed in Form AOC ndash 2 attached herewith The policy on dealing with related party transactions is availableon web link of the Company

The Company has complied with all the provisions of listing agreement and that no penalties and or strictureshas been imposed on the company by Stock Exchange or SEBI or any statutory authority on any matter relatedto capital markets during the last three years

Detail of Vigil Mechanismis provided in the same heading in Directors Report

Company has formulated the Whistle Blower Policy to safeguard the interest of its stakeholders Directors andemployees to freely communicate and address to the Company their genuine concerns in relation to any illegalor unethical practice being carried out in the Company and that no personnel has been denied access to the auditcommittee

The Company has complied with all the mandatory requirements as stipulated in SEBI (Listing and DisclosureRequirements) Regulations 2015

10 OTHERDISCLOSURES

wwwhiraautomobilescom

HIRA AUTOMOBILES LIMITED

39

MANAGEMENTDISCUSSIONANDANALYSIS REPORT

1 Industrystructureanddevelopment

2 Opportunitiesandthreats

3 Segmentwiseor product wiseperformance

4 Outlook

5 Risksandconcern

6 Internal control systemsandtheir adequacy

HIRA AUTOMOBILES LIMITED

40

7 Discussiononfinancial performancewithrespect tooperational performanceDue to overall recessionary economy and internal competition with the new dealer there has been minoradverse impact on the financial stability of the company with respect to operational performance as the workingcapital limits of the company has increased substantially where as there is no growth in sales In comparison tominor growth in operational performance Profitability of the company has been decreasing during the yearinspite of higher burden of interest expenditure salary and wages and other admistrative expenses

8 HumanRecourses

9 Management of theCompany

Human Resource is considered to be the most prized assetof the company by the management Hence the work-forceis being looked after well and ensured that they remain motivated The 360 degree appraisal system ensures theirsatisfaction and brings out their concerns and bikerings which are addressed by the management immediately Thisimproves the employee-management relationship and makes themwork for the better future of the company

As Company has a large network of branches spread over 14 locations in two district of Patiala and Muktsar eachlocation is being managed by a rich experienced deemed CEO who is also known deemed key managerial personnelAll the branches key Managerial Personnel are reporting directly to CMD sitting at Patiala corporate office of thecompany

HIRA AUTOMOBILES LIMITED

41

COMPLIANCECERTIFICATEBYCHIEFEXECUTIVEOFFICERANDCHIEFFINANCIALOFFICER

We Rahulinder Singh Sidhu Managing Director and Sandeep Rana Chief Financial Officer of the Companyhereby certify thatA We have reviewed financial statements and the cash flow for the year ended 31 March 2016 and that to thebest of our knowledge and belief(1) These statements do not contain any materially untrue statement or omit any material fact or containstatements that might be misleading(2) These statements together present a true and fair view of the company affairs and are in compliance withexisting accounting standards applicable laws and regulationsB There are to the best of our knowledge and belief no transactions entered into by the Company during theyear that are fraudulent illegal or volatile to the companyscode of conductC We accept responsibility for establishing and maintaining internal controls for financial Reporting and that wehave evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting andwe have disclosed to the auditors and the audit committee deficiencies in the design or operation of such internalcontrols if any of which they are aware and the steps they have taken or propose to take to rectify thesedeficienciesD We have indicated to the auditorsand the Audit committee(1) Significant changes in internal control over financial reporting during the year(2) Significant changes in accounting policies during the year and that the same have been disclosed in thenotes to the financial statements and(3) There were no instances of fraud of which they have become aware and the involvement therein of themanagement or an employee having a significant role in the companys internal control system over financialreporting

I Rahulinder Singh Sidhu Managing Director of the Company hereby declare that all Board Members andSenior Management Personnel have affirmed compliance with the code of conduct for the Directors and SeniorManagement Personnel as approved by the Board for the Financial Year ended 31 March 2016

For

st

st

HIRA AUTOMOBILES LIMITED

42

AUDITORS CERTIFICATEONCORPORATEGOVERNANCE

The Board of DirectorsHira Automobiles LimitedChandigarh

We have examined the compliance of conditions of Corporate Governance by Hira Automobiles Limited for thefinancial year ended March 31 2016 as stipulated in the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015

The compliance of conditions of Corporate Governance is the responsibility of the management Ourexamination was limited to procedures and implementation thereof adopted by the company for ensuring thecompliance of the conditions of the Corporate Governance It is neither an audit nor an expression of opinion onthe financial statements of the company

In our opinion and to the best of our information and according to the explanations given to us we certify that thecompany has complied with the conditions of Corporate Governance as stipulated in the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015

We further state that such compliance is neither an assurance as to the future viability of the company nor theefficiency of effectiveness with which the management has conducted the affairs of the company

HIRA AUTOMOBILES LIMITED

43 HIRA AUTOMOBILES LIMITED

4

5

OPINION

REPORTONOTHERLEGALANDREGULATORYREQUIREMENTS

44 HIRA AUTOMOBILES LIMITED

Annexureldquo Ardquoto the Independent Auditors Report on the Standalone Financial Statements of Hira Automobiles Limited(Referred to in paragraph 1 (f) under Report on Other Legal and Regulatory Requirements of our report of evendate)

REPORT ON THE INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING UNDER CLAUSE (i)OF SUBSECTION3 OF SECTION 143 OF THE COMPANIES ACT 2013 (ldquoTHE ACTrdquo)

We have audited the internal financial controls over financial reporting of hira automobiles LIMITED (ldquotheCompanyrdquo) as of March 31 2016 in conjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

The Companys management is responsible for establishing and maintaining internal financial controlsbased onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the ldquoGuidance Noterdquo) issued by the Institute of Chartered Accountants of India These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherence to Companyspolicies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financial information as requiredunder the Companies Act 2013

Our responsibility is to express an opinion on the Companys internal financial controls over financial reportingbased on our audit We conducted our audit in accordance with the Guidance Note and the Standards onAuditing prescribed under Section 143(10) of the Companies Act 2013 to the extent applicable to an audit ofinternal financial controls Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if such controls operatedeffectively in all material respects Our audit involves performing procedures to obtain audit evidence about theadequacy of the internal financial controls system over financial reporting and their operating effectiveness Ouraudit of internal financial controls over financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditors judgement including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internalfinancial controlssystem over financial reporting

MANAGEMENTSRESPONSIBILITYFORINTERNALFINANCIALCONTROLS

AUDITORS RESPONSIBILITY

45 HIRA AUTOMOBILES LIMITED

MEANINGOFINTERNALFINANCIALCONTROLSOVERFINANCIALREPORTING

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVERFINANCIAL REPORTING

OPINION

A companys internal financial control over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles A companys internal financial controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of thecompany (2) provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and that receipts andpayments of the company are being made only in accordance with authorisation of management and directors ofthe company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the companys assets that could have a material effect on the financialstatements

Because of the inherent limitations of internal financial controls over financial reporting including thepossibility of collusion or improper management override of controls material misstatements due to error orfraud may occur and not be detected Also projections of any evaluation of the internal financial controlsover financial reporting to future periods are subject to the risk that the internal financial control over financialreporting may become inadequate because of changes in conditions or that the degree of compliance withthe policies or procedures may deteriorate

in our opinion to the best of our information and according to the explanations given to us the Companyhas in all material respects an adequate internal financial controls system over financial reporting and suchinternal financial controls over financial reporting were operating effectively as at March 31 2016 based onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note

46 HIRA AUTOMOBILES LIMITED

Annexure B To Auditors ReportAnnexure referred to in paragraph 3 of our report of even date

1 (a) The Company has maintained proper records showing full particulars including quantitativedetailsand situation of fixed assets at Corporate Office and in the process of maintaining at outlets

(b) We have been informed that the fixed assets of the company have been physically verified by themanagement at reasonable intervals and no material discrepancies were noticed on such verification

2 (a) As informed to us physical verification of inventory of the company has been conducted by themanagement at reasonable intervals (b) In our opinion and according to the explanations givento us the procedures of Physical verification of inventory followed by the management arereasonable and adequate in relation to the size of the company and the nature of its business

(c) In our opinion and according to the explanations given to us the Company is maintainingproper records of inventory We have been informed that no material discrepancies have been noticedon physical verification as compared to records

3 (a) According to the information and explanation given to us the Company has advanced inter corporatedeposits to three companies covered in the register maintained under section 189 of the CompaniesAct2013 and there is no stipulation as to the time period for recovery of principal and interest amount ofunsecured loan given

(b) Further as there is no stipulation as to the time period for recovery of principal amount ofunsecured loan given we are unable to comment on the overdue amount in respect of thesaid loan

4 In our opinion and according to the information and explanations given to us the Company has compliedwith the provisions of Sections 185 and 186 of the CompaniesAct 2013 in respect of grant of loans makinginvestments and providing guarantees and securities

5 According to the information and explanation given to us the Company has not accepted deposits frompublic Advances from customers for sale of vehicles and against sale promotion schemes run by theCompany to promote its sale are received and paid in the ordinary course of business

6 The maintenance of cost records under section 148(1) of the CompaniesAct 2013 has not been prescribedby the Central government for the Companysince it is not manufacturing Company

7 (a) According to the information and explanations given to us the company is generally regular indepositing all statutory dues including provident fund investor education and protection fundemployees state insurance income tax sales tax wealth tax custom duty excise duty cess and anyother statutory due with appropriate authority during the year

(b) According to the information and explanations given to us there are no disputed amount payables inrespect of provident fund investor education and protection fund employees state insurance incometax sales tax wealth tax customduty excise duty cess by the Company

(c ) No amount was lying with the company which was required to be transferred to investor education andprotection fund in accordance with the relevant provisions of the CompaniesAct 1956 (1 of 1956) andrulesmade there under

8 As informed to us the companyhas not defaulted in repayment of dues to financial institutions or banks

9 As informed to us the company has not given any guarantee for loans taken by others from bank orfinancial institutions

47 HIRA AUTOMOBILES LIMITED

10 As informed to us the proceeds of the term loans taken by the company are applied for the purpose forwhich the loans were obtained

11 Based on the audit procedures performed for the purpose of reporting the true and fair view of the financialstatements and as per the information and explanation given by the management we report that no fraudby the company has been noticed or reported during the course of our audit

48 HIRA AUTOMOBILES LIMITED

49

Particulars Note No As at As atMarch 312016 March 312015

I EQUITY AND LIABILITIES(1) Shareholders funds

(a) Share capital 2 2753440000 2753440000(b) Reserves and Surplus 3 6240053700 5676970200

(2) Non-current liabilities(a) Long term borrowings 4 10202167800 9006585600(b) Deferred tax liabilities (net) 5 1662638300 1542080600(c) Other long-term liabilities 6 5734992800 5067035200

(d) Long-term provisions 7 1339912400 1244415300(3) Current liabilities

(a) Short term Borrowings 8 49363423500 59501393100(b) Trade payables 9 1502741100 6123301200(c) Other current liabilities 10 3671194600 4679162300(d) Short term provisions 11 823155600 789863800

Total 83293719800 96384247300ASSETS

(1) Non-Current assets(a) Fixed assets

(i) Tangible assts 12 16817879700 16711642800(ii) Intangible assets 13 - -

(b) Non-current investments 14 1120000 1120000(d) Long-term loans and advances 15 2618538200 2251312400

(2) Current assets(a) Inventories 16 41208502100 40489156300(b) Trade Receivables 17 14372057700 13922503000(d) Cash and Cash equivalents 18 3697504100 11556587000(e) Short-term Loans and Advances 19 4497240800 11399114400(f) Other Current assets 20 80877200 52811400

Total 83293719800 96384247300

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

(IN RUPEES)

Chairman and Managing Director

Balance Sheet

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies 1

50

Particulars Note No Year Ended Year EndedMarch 312016 March 312015

I Revenue from operations 21 310372896800 323733670200II Other income 22 136994600 525412000III Total Revenue(I+II) 310509891400 324259082200IV Expenses

a Cost of Material Consumed 23 1357073500 1293751900b Purchase of Stock-in-Trade 24 281848216100 294479334400c Changes in Inventories of Finished Goods 25 (719345800) (186205700)d Employee Benefits Expenses 26 12664754100 12944732800e Finance Costs 27 5604834800 4157234900f Depreciation and Amortization expense 12 1358225700 1559476600g Other Expenses 28 7395406500 8383136200

Total Expenses 309509164900 322631461100V Profit before tax (III-IV) 1000726500 1627621100

VI Tax expense(a)Current tax 275985000 473844400(b)Deferred tax 120557700 -

VII Profit for the Year(V-VI) 604183800 1153776700VIII Prior period tax expenses 41100300 75346500IX Earnings per Equity Share(in Rupees) 563083500 1078430200

Basic 219 392Diluted 219 392

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

Profit amp Loss Account

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies

51

Particulars As at March 312016 As at March 312015A Cash Flow from Operating Activities

Net Profit before Tax 1627621100Adjustment forDepreciation 1559476600Interest expenses 4157234900Loss Profit on Sale of Fixed Assets -

Operating ProfitLoss before Working Capital Changes 7344332600Adjustment for(Increase)Decrease in Trade amp Other receivables 940107800(Increase)Decrease in Inventory (186205700)Increase(Decrease) in Trade Payables amp other provisions (4054306400)(Increase)Decrease in Other Loans amp Advances (4635970800)Cash generated from operations (592042500)Taxes Paid (549190900)Previous Year Taxes (Net) -Net Cash from Operating Activities (A) (1141233400)

B Cash Flow from Investing Activities(Purchase) of FixedCapital Expenditure (2227931100)Sale of Fixed Assets 883140700Sale(Purchase) of Investment (315826300)

Net Cash used in Investing Activities (B) (1660616700)C Cash Flow from Finance Activities

Proceeds from Long Term Borrowing (Net) (4869873700)Secured Loan 18024550800Unsecured Loan - 991878400Interest paid (4157234900)Net Cash from Financing Activities (C ) 9989320600

Net increase in Cash and Equivalents (A+B+C) 7187470500Opening Balance of Cash and Cash Equivalents 4369116500

Closing Balance of Cash and Cash Equivalents

1000726500

13582257005604834800

69725800

8033512800

(449554700)(719345800)

(5595236000)68738078008143184100(275985000)

(41100300)7826098800

(1622365700)88177300

(367225800)

(1901414200)

1959036900(10137969600)

(5604834800)(13783767500)

(7859082900)11556587000

3697504100 11556587000

Notes1 Figures in brackets indicate cash outflow2 The above Cash Flow Statement has been prepared under the indirect method set out in AS 3-Cash

Flow Statement as prescribed by Companies (Accouning Stanadards)Rules2006

This is the Cash Flow Statement referred to our report of even date

Cash Flow Statement

HIRA AUTOMOBILES LIMITED

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

For the Year Ended 31 March 2016st

52

Notes to Accounts2 SHARE CAPITAL

As at March 31 2016 As at March 312015(1)AUTHORISED6000000 Equity shares of Rs10-each 6000000000 6000000000

FULLY PAID UP

ISSUEDSUBSCRIBED -2753440 Equity shares of Rs10 each

6000000000 6000000000

2753440000 2753440000

2753440000 2753440000

Shares at the beginning of the accounting Period2753440 Equity shares of Rs10- each 2753440000 2753440000Additions during the year - -Shares outstanding at the end of year 2753440000 2753440000Total 2753440000 2753440000

(a) Rights Preferences and Restrictions Attached to sharesEquity Shares The Company has only one class of equity shares having a par value of Rs 10 per shareEach Shareholder is entitled to one vote per share In the event of liquidation of the company the holder ofequity shares will be entitled to receive any of the remaining of the Company after distribution of allpreferential amounts However no such preferential amount exist currently The distribution will be inproportion to the number of equity shares held by the equity shareholders(b) Detail of Shares held by Shareholders holding more than 5 of the Aggregate Shares in theCompany

Name of Shareholders No of Shares Shareholding as at March31 2016

Rajinder Kaur Bhattal 826000 3000Kuldeep Singh Bhattal 272100 988Rahul Sidhu 270000 981Simran Bajwa 265000 962Manjeet Kaur Sangha 862900 3134

3 RESERVES AND SURPLUSAs at March 312016 As at March 312015

General reserveAt the beginning of the accounting period 723675000

-

-

-

-

723675000Additions during the yearAt the end of the accounting period 723675000 723675000Surplus in Statement of Profit and LossAt the beginning of the accounting period 4953295200 3874865000Additions during the year 563083500 1078430200(balance in statement of profit amp loss ac)prior period expenses written offtransfer tofrom reservesAt the end of the accounting period 5516378700 4953295200

Total 6240053700 56769702004 LONG TERM BORROWINGS

As at March 312016 As at March 312015SECUREDTerm loan(Secured against hypof car and guaranteed bythe directors of the co)

(Secured against Focal Point Properties andguaranteed by directors)

-

5018479300

142138000

5774447600

UNSECUREDLoans from directors 5183688500 3090000000Loans from shareholders and public - -Total 10202167800 9006585600

Term loan

HIRA AUTOMOBILES LIMITED

53

5 DEFERRED TAX LIABILITIES (NET)As at March 312016 As at March 312015

Deferred tax liabilities 1662638300 1542080600Total 1662638300 1542080600

6 OTHER LONG TERM LIABILITIESAs at March 312016 As at March 312015

Sales promotion scheme- Customeradvances

5046479000 4415090000

Security from Employees 688513800 651945200Total 5734992800 5067035200

7 LONG TERM PROVISIONSAs at March 312016 As at March 312015

Gratuity provision 1339912400 1244415300Total 1339912400 1244415300

10 OTHER CURRENT LIABILITIESAs at March 312015

Current maturities of long term debts 880473400 1674618400Interest accrued and due on borrowings - -Value added tax and CST 2185026500 2517359600TDS payable 111535600 157798400Current year taxes payable(net of advance tax) - -

Other payables 494159100 329385900Total 3671194600 4679162300

11 SHORT TERM PROVISIONS

(a) Provisions for employee benefits 823155600 789863800

8 SHORT TERM BORROWINGSAs at March 312016 As at March 312015

Secured loans from banksPunjab National Bank -(secured against hypothecation of stockand book-debts)Gur Mandi Patiala 30680878500 29077205300Gagan Chowk Rajpura 1863121400 1705992300New Grain Market Muktsar and Malout 842363700 757042200Inventory funding 15977059900 27961153300(secured against hypothecation of stockand book-debts)Total 49363423500 59501393100

9 TRADE PAYABLESAs at March 312016 As at March 312015

Sundry Creditors 357269200 2822407500Advance from Parties-Interest free 1145471900 3300893700Total 1502741100 6123301200

HIRA AUTOMOBILES LIMITED

As at March 312016 As at March 312015

Total 823155600 789863800

As at March 312016

54 HIRA AUTOMOBILES LIMITED

14 NON CURRENT INVESTMENTAs at March 312016 As at March 312015

Investment in Shares 1120000 1120000Investment in Mutual Funds - -

Total 1120000 1120000

15 LONG TERM LOANS AND ADVANCESAs at March 312016 As at March 312015

Security Deposits 366283000 337485500(Unsecured considered good unlessOtherwise Stated)Intercorporate Deposits 2252255200 1913826900Total 2618538200 2251312400

16 INVENTORIESAs at March 312016 As at March 312015

(As taken valued amp certified by the management)

Stock in Trade (in respect of goodsacquired for trading )

38093012700 37213584000

Stores Spares amp Loose tools 3115489400 3275572300

Total 41208502100 40489156300

17 TRADE RECEIVABLESAs at March 312016 As at March 312015

(unsecured considered good unlessotherwise stated)(1)Debts outstanding for a period exceeding

six months from the date they are due 513584600 623548900(2)Other debts 13858473100 13298954100Total 14372057700 13922503000

55

18 CASH amp CASH EQUIVALENTS As at March 312016 As at March 312015

(a) Balance with BanksFixed deposits 1260950600 812770600(Earmarked balances with banksheld as margin moneyagainst borrowingsand other commitments)Current accounts 1243916600 6403274200Gold Coins 29547200 29547200(b) Cheques Draft on HandCheques in HandCash in hand

202088500961001200

30714258001239569200

Total 3697504100 11556587000

19 SHORT TERM LOANS amp ADVANCESAs at March 312016 As at March 312015

(Unsecured considered good unlessotherwise stated)advances recoverable in cash orin kind for the value to be received(1)Advance to parties 2541662700 9294257800(2) Receivable from revenue authorities 551783000 569108700(3)Current years taxes recoverable(net ofliability)

332615600 380504500

(4) Other advances 1071179500 1155243400Total 4497240800 11399114400

HIRA AUTOMOBILES LIMITED

56

20 OTHER CURRENT ASSETSAs at March 312016 As at March 312015

Prepaid Expenses 80877200 52811400

Total 52811400

21 REVENUE FROM OPERATIONSAs at March 312016 As at March 312015

Sale of products 290733945600 301324413800Sale of services 9681919400 10435033800

Other operating revenues 9957031800 11974222600310372896800 323733670200

Less Excise duty - -Total 310372896800 323733670200

22 OTHER INCOMEAs at March 312016 As at March 312015

Interest income 87335400 279807100Other Non-operating income 49659200 245604900Total 136994600 525412000

23 COST OF MATERIAL CONSUMEDAs at March 312016 As at March 312015

Purchases Raw-Materials and PackingMaterials

1357073500 1293751900

Add Opening balance of stock - -1357073500 1293751900

Less Closing balance of stock - -Total 1357073500 1293751900

80877200

24 PURCHASE OF STOCK IN TRADEAs at March 312016 As at March 312015

Purchases of Traded goods 281848216100 294479334400

Total 281848216100 294479334400

25 CHANGES IN INVENTORIESAs at March 312016 As at March 312015

Finished Goodsat the beginning of the accounting period - -at the end of the accounting period - -Stock-in-Tradeat the beginning of the accounting period 40489156300 40302950600at the end of the accounting period 41208502100 40489156300Total (719345800) (186205700)

26 EMPLOYEE BENEFIT EXPENSESAs at March 312016 As at March 312015

Salary and Wages 8156996000 9654096800HRA Expenses and other allowance 2733336200 1148756100Contribution to Provident fund 587123100 490338400Contribution to Employees state Insurance fund 157923000 161030000Workers and Staff Welfare 299823200 269213600Gratuity Expenses 95497100 64570600Bonus 420931500 903597900Employees Training and Uniform expenses 213124000 253129400Total 12664754100 12944732800

HIRA AUTOMOBILES LIMITED

57

27 FINANCE COSTSAs at March 312016 As at March 312015

Interest ExpenseInterest to Banks 4309580000 3483884100Interest on Unsecured loans 1196279800 577607600Interest to Customers (36290200) (95330900)Interest to MSIL (121679800) (50429300)Interest to Bank on Vehicle loan 29667800 43272600Bank Charges 227277200 198230800

Total 5604834800 4157234900

28 OTHER EXPENSESAs at March 312016 As at March 312015

Accessories Expenses 9551600 18313400Festival Expenses 30357200 8141000Donation 13123500 9144500Freight Inward 23896900 26399000Power amp Fuel 913761800 911434100Software Usage Charges 91413600 86473500Entertainment Exp 19129900 29106000Rent Rates amp Taxes 701191800 671145200General Expenses 162725500 138611000Godown Rent 57600000 48125000Insurance 161551400 173705300Legal expenses 43474400 60436900Misc Expenses 7073900 3598300News Paper amp Periodicals 9374100 7947200Outside Labour Expenses 284322400 102072700Payment to the Auditors 48313400 15000000Postage amp Courier Expenses 10683600 13298800Professional Charges 147965200 1006744000Printing amp Stationery 165125400 223093400Repair to Buildings and fixed assets 309177500 427256800MDS Expenses 21264900 35806500Telephone Expenses 326712100 525640000Workshop Expenses 325704400 579373600Vehicle Running Expenses 182200200 225090800Other expenses 18263600 405070100Advertisement ExpensesDiscounts

99310800745200400

118382500821623000

Customer welfare 146224200 161357500Demo Expenses amp PDI Expenses 372510300 437441500Sales Promotion 696744200 773152400Sale Commission amp Incentives 160190000 35180000Pool Cancellation and lifting charges 202092600 166694500Marketing Staff Tour expensesTrue Value Expenses

531070200358105500

581622300442725000

Total 7395406500 8383136200

HIRA AUTOMOBILES LIMITED

58 HIRA AUTOMOBILES LIMITED

Post-Employment BenefitsDefined Contribution PlansA defined contribution plan is a post-employment benefit plan under which the Company pays specifiedContributions to a separate entity The Company makes specified monthly contributions towards ProvidentFund Superannuation Fund and Pension Scheme The Companys contribution is recognized as an expense inthe Profit and Loss Statement during the period in which the employee renders the related service

The Company does not deal with Foreign Currency hence AS-11 ldquoEffect of changes in Foreign Exchangesissued bythe Institute of Chartered Accountantsof India isnot applicable

Cash Flow Statements has been prepared following the indirect method set out in the Accounting Standard-3 on ldquoCash Statements ldquoissued by the Institute of Chartered Accountants of India

(i) Income tax expenses for the period comprise of Current Tax amp Deffered Tax(ii) Current tax is measured at the amount expected to be paid to the tax authorities using the applicable tax

Rates of the Income TaxAct 1961(iii) Deferred Tax is calculated on the timing differences being the difference between accounting income and

taxable income which originates in one period and are capable of reversal in one or more subsequentaccounting periods in accordance with the provisions of Accounting Standard -22 on ldquoAccounting forTaxeson Incomerdquo issued by the Institute of Chartered Accountants of IndiaDeferred tax assets are recognized only to the extent that there is a reasonable certainty that sufficientfuture income will be available except that deferred tax assets in case there are unabsorbed depreciationor losses are recognized if there is virtual certainty that sufficient future taxable income will be available torealize the same

Depreciation on Fixed Assets is provided on the basis of Straight Line Method (SLM) Depreciation isprovided based on useful life of the assets as prescribed in Schedule II to the Companies Act 2013

Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and itis probable that an outflow of resources will be required to settle the obligation and a reliable estimate canbe made Provisions are not discounted to their present value and are determined based on the bestestimate required to settle the obligation at the reporting date These estimates are reviewed at eachreporting date and adjusted to reflect the current best estimatesContingent liabilities are disclosed unless the possibility of outflow of resources is remoteContingent assets are neither recognized nor disclosed in the financial statements

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value Animpairment loss is charged to the Profit and Loss Statement in the year in which an asset is identified asimpaired The impairment loss recognized in prior accounting period is reversed if there has been a changein the estimate of recoverable amount

G) ForeignCurrencyTransaction

H) CashFlowStatements

J) Depreciation

K) ProvisionsandContingent liabilities

L) Impairment ofAssets

I) TaxesonIncome

59 HIRA AUTOMOBILES LIMITED

M) EarningsPer Share

N) Segment Reporting

has been made in accordance with the requirement of Accounting Standard (AS) -20 on Earnings PerShare issued by the Institute of Chartered Accountants of India Diluted Earning per share is the same asBasic Earning per share because there is no potential equity shares which would have dilutive effect onearning per shares to equity shareholders

The Company is Authorized Dealer of Maruti Suzuki India Limited (MSIL) and hence is engaged in thebusiness of sale amp service of MSIL vehicles As the basic nature of sale of variants of vehicles is governedby the same set of risk amp returns these have been grouped as single segment as per AccountingStandard(AS-17) on segment reporting issued by the Institute of Chartered Accountants of India

2 Detail in respect of Opening Stock Sales and Closing Stock as follows

3 (a) During the year the company has recognized the following amounts as Defined Contribution Pan in theProfit and Loss Account

i) Employers Contribution to Provident Fund - Rs 5871 Lacsii) Employers Contribution to Employee State Insurance - Rs 1579 Lacs

The calculation of Earnings Per Share (EPS) as disclosed in the Balance Sheet Abstract

(b) During the year the Company has made provision for Gratuity in books asdesigned benefit plan

4 Subsequent to Accounting Standards -22 Accounting for Taxes on Income Issued by the Institute ofCharteredAccountants of India Deferred Tax Expenses of Rs 120557700 for the periods is recognized inthe profit and LossAmount

Calculation of Deferred TaxLiability is as followsWritten down value of Fixed Assets as on 31032016 (As per Company Act) 168178793Written down value of Fixed Assets as on 31032016 (As per Income Tax Act) 114371729bull Timing Difference 53807064bull Tax 3090 16626383bull Deferred Tax Liability as on 31032016 16626383bull Deferred Tax Liability as on 31042015 15420806bull Deferred Tax Liability to be provided for 1205577

5 Legal amp Professional Fees includes Payments to Auditors comprising as follows-i) Statutory Audit fee Rs 10000000ii) Tax audit and Vat audit Fee Rs 5000000

6 Related Party Disclosure in accordance with Accounting Standard-18

Pacific Finlease Pvt LtdRahul Sidhu Enterprises Pvt LtdRSG Studios Pvt Ltd

(a) Enterprises owned or Significantly Influenced by Directors and their Relatives

60 HIRA AUTOMOBILES LIMITED

Particulars Opening Stock Sales Closing StockQty

825VehiclesSpares ampAccessory

Amount(Rs In Lacs)

37213632756

Qty

5627

Amount(Rs In Lacs)2647068260272

Qty

1131

Amount(Rs In Lacs)

38093031155

b)

Pacific Finlease Pvt Ltd

Rahul Sidhu Enterprises Pvt Ltd

RSGStudios Pvt Ltd

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 1915Interest Recovered during the financial year 207

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 14379Interest Recovered during the financial year 035

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 6229Interest Recovered during the financial year 618

7 Calculation of Earning Per Share is as follows Profit after Tax as per Profit amp Loss Account as on 3132016 5630835

For Basic Earning Per share 2753440For Diluted Earning Per Share 2753440

Basic 219Diluted 219

8 Balance confirmation letters have been obtained from some of the parties on test check basis9 Figures of Previous year have been re-grouped and re classified wherever necessary in order to

conform to the current years presentation

As per our report of even date

No of Equity Share (Face value Rs 10- each)

Detail of transaction for the financial year 2015-16

Earning Per Share

61 HIRA AUTOMOBILES LIMITED

Page 35: HIRAAUTOMOBILESLIMITED - bseindia.com · S. Isher Singh Director Mrs. Neha Sidhu Whole time Director Mrs ... Name Rahulinder Singh Sidhu Age 34 Brief Resume Working as Director in

36

(ii) Following Special Resolutions were passed in the previous 3 Annual General Meeting

(iii) No special resolution has been passed last year through postal ballot and no special resolution isproposed to be conducted through postal ballot

Quarterly results are normally published in the newspapers and also sent to BSE Limited Physical copy ofannual report which inter alia includes the Directors Report Corporate governance report Audited AccountsCash Flow Statements etc was sent to shareholders by post and also to BSE Limited The quarterly results andannual report isalso available on companys website at under investors section

Date 30092016 Time 0500 PM Day Friday and Venue Registered Office of the Company at 0598 Sector18B Chandigarh 160018

The companys Financial Year starts from 1 April every year and conclude on 31 March next year

The Register of Members and the Share Transfer Books of the Company shall remain closed from 29 day ofSeptember 2016 to 30 day of September 2016 (both days inclusive)

No dividend has been recommended by the Board this year and therefore information under this sub clause is nil

The shares of the Company are listed at BSE Limited only as other regional stock exchanges viz Delhi StockExchange Association Limited Ludhiana Stock Exchange Association Limited and Ahmedabad StockExchange Limited had been de-recoganised in the process of de-recoganition by Securities and ExchangeBoard of India The Company haspaid listing fee to BSE Limited

The Stock Code of the Company on BSE Limited is 531743

There was no trading of shares of the Company and no market price data is available Further Securities of theCompany were not suspended from trading by BSE Limited during last year

The Company has appointed Ms Beetal Financial amp Computer Services Private Ltd New Delhi as CommonAgency (RTA) for Share Transfer work in both modes physical as well as electronically Detail of RTA is as underMs Beetal Financial amp Computer Services Private LimitedBeetal House 3 Floor99 Madangir Behind Local Shopping Center Near Data Harsukhdas MandirNewDelhi- 110062 Ph 011-2996128182 Fax 011-29961284

The companys shares in dematerialized form transferable through depository system and Shares in physicalform are processed by Ms Beetal Financial amp Computer Services Private Limited The Board has authorised ShRahulinder Singh Sidhu Managing Director of the company to approve share transfers and matter relatedtherewith

8 MEANSOFCOMMUNICATION

9 GENERALSHAREHOLDERINFORMATIONAnnual General Meeting

Financial Year

BookClosure

Dividend

Listing

StockCode

StockMarket Data

Registrar andShareTransfer Agents

ShareTransfer System

wwwhiraautomobilescom

st st

th

th

rd

30092013 Nil

30092014 1 Approval for Borrowing Money in excess of the aggregate of the paid up share capital andfree reserves of the Company 2 Amendments in Articles of Association

30092015 Nil

HIRA AUTOMOBILES LIMITED

37

ReconciliationofShareCapital Audit

Distribution of shareholding

Dematerializationof sharesandliquidity

GDRsADRs

Mr Ravinder Kumar Practising Company Secretary carries out the Reconciliation of Share Capital Audit asmandated by SEBI and reports on the reconciliation of total issued and listed Capital with that of total sharecapital admitted held in dematerialized form with NSDL and CDSL and those held in physical form This audit iscarried out on quarterly basis and the report thereof is submitted to the Stock Exchanges

Detail of distribution of share holding of equity share of the Company by size and ownership class as on31032016 is given as under

The Shares of the company have not been traded on stock exchange during the period under review TheCompany has not been allotted ISIN and number of shares held in dematerialized formis nil

The Company has not issued any GDRsADRsWarrants or any Convertible instruments

UP TO 5000 129 6293 38840 38840000 14106

5001 TO 10000 49 2390 44500 44500000 16162

10001 TO 20000 7 341 10000 10000000 0363220001 TO 30000 4 195 9000 9000000 03269

30001 TO 40000 2 098 6800 6800000 02470

40001 TO 50000 1 049 4400 4400000 01598

50001 TO 100000 1 049 5200 5200000 01889

100001 AND ABOVE 10 585 2634700 2634700000 956876

Indian Promoter-IndividualHUF 11 2635700 9572

Non Resident Individual 1 500 002

Bodies Corporate 1 500 002

Resident Individuals-HUF 190 116740 424

HIRA AUTOMOBILES LIMITED

38

Plant ShowroomLocationsShowroom Locations

Address for correspondence

Related Party Transactions

Compliance

Vigil Mechanism

WhistleBlower Policy

Mandatory Requirements

1 Hira Automobiles Limited Rajbaha Road Patiala Ph No 0175-22091002 Hira Automobiles Limited Malout Road Muktsar Ph No 01633-2620203 Hira Automobiles Limited Village Bhadak Rajpura Ph No 01762-2448814 Hira Automobiles Limited Radha Swami Satsang Road Nabha PhNo 01765-5059595 Hira Automobiles Limited Muktsar Road Malout Ph No01637-2637246 Hira Automobiles Limited Patiala Pehowa Road DevigarhPh No0175-26311527 Hira Automobiles Limited Bathinda Malout Road Gidderbaha8 Hira Automobiles Limited Nabha Road Bhadson9 Hira Automobiles Limited Cheeka road Samana

10 Hira Automobiles Limited Malout Road Killianwali

Following is the address for correspondenceRegistered Office ndash Hira Automobiles Limited 0598 Sector 18-B Chandigarh 160018

There are no materially significant related party transactions that may have potential conflict with the interests ofcompany at large There were transactions with related parties at market price at arms length basis which aredisclosed in Form AOC ndash 2 attached herewith The policy on dealing with related party transactions is availableon web link of the Company

The Company has complied with all the provisions of listing agreement and that no penalties and or strictureshas been imposed on the company by Stock Exchange or SEBI or any statutory authority on any matter relatedto capital markets during the last three years

Detail of Vigil Mechanismis provided in the same heading in Directors Report

Company has formulated the Whistle Blower Policy to safeguard the interest of its stakeholders Directors andemployees to freely communicate and address to the Company their genuine concerns in relation to any illegalor unethical practice being carried out in the Company and that no personnel has been denied access to the auditcommittee

The Company has complied with all the mandatory requirements as stipulated in SEBI (Listing and DisclosureRequirements) Regulations 2015

10 OTHERDISCLOSURES

wwwhiraautomobilescom

HIRA AUTOMOBILES LIMITED

39

MANAGEMENTDISCUSSIONANDANALYSIS REPORT

1 Industrystructureanddevelopment

2 Opportunitiesandthreats

3 Segmentwiseor product wiseperformance

4 Outlook

5 Risksandconcern

6 Internal control systemsandtheir adequacy

HIRA AUTOMOBILES LIMITED

40

7 Discussiononfinancial performancewithrespect tooperational performanceDue to overall recessionary economy and internal competition with the new dealer there has been minoradverse impact on the financial stability of the company with respect to operational performance as the workingcapital limits of the company has increased substantially where as there is no growth in sales In comparison tominor growth in operational performance Profitability of the company has been decreasing during the yearinspite of higher burden of interest expenditure salary and wages and other admistrative expenses

8 HumanRecourses

9 Management of theCompany

Human Resource is considered to be the most prized assetof the company by the management Hence the work-forceis being looked after well and ensured that they remain motivated The 360 degree appraisal system ensures theirsatisfaction and brings out their concerns and bikerings which are addressed by the management immediately Thisimproves the employee-management relationship and makes themwork for the better future of the company

As Company has a large network of branches spread over 14 locations in two district of Patiala and Muktsar eachlocation is being managed by a rich experienced deemed CEO who is also known deemed key managerial personnelAll the branches key Managerial Personnel are reporting directly to CMD sitting at Patiala corporate office of thecompany

HIRA AUTOMOBILES LIMITED

41

COMPLIANCECERTIFICATEBYCHIEFEXECUTIVEOFFICERANDCHIEFFINANCIALOFFICER

We Rahulinder Singh Sidhu Managing Director and Sandeep Rana Chief Financial Officer of the Companyhereby certify thatA We have reviewed financial statements and the cash flow for the year ended 31 March 2016 and that to thebest of our knowledge and belief(1) These statements do not contain any materially untrue statement or omit any material fact or containstatements that might be misleading(2) These statements together present a true and fair view of the company affairs and are in compliance withexisting accounting standards applicable laws and regulationsB There are to the best of our knowledge and belief no transactions entered into by the Company during theyear that are fraudulent illegal or volatile to the companyscode of conductC We accept responsibility for establishing and maintaining internal controls for financial Reporting and that wehave evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting andwe have disclosed to the auditors and the audit committee deficiencies in the design or operation of such internalcontrols if any of which they are aware and the steps they have taken or propose to take to rectify thesedeficienciesD We have indicated to the auditorsand the Audit committee(1) Significant changes in internal control over financial reporting during the year(2) Significant changes in accounting policies during the year and that the same have been disclosed in thenotes to the financial statements and(3) There were no instances of fraud of which they have become aware and the involvement therein of themanagement or an employee having a significant role in the companys internal control system over financialreporting

I Rahulinder Singh Sidhu Managing Director of the Company hereby declare that all Board Members andSenior Management Personnel have affirmed compliance with the code of conduct for the Directors and SeniorManagement Personnel as approved by the Board for the Financial Year ended 31 March 2016

For

st

st

HIRA AUTOMOBILES LIMITED

42

AUDITORS CERTIFICATEONCORPORATEGOVERNANCE

The Board of DirectorsHira Automobiles LimitedChandigarh

We have examined the compliance of conditions of Corporate Governance by Hira Automobiles Limited for thefinancial year ended March 31 2016 as stipulated in the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015

The compliance of conditions of Corporate Governance is the responsibility of the management Ourexamination was limited to procedures and implementation thereof adopted by the company for ensuring thecompliance of the conditions of the Corporate Governance It is neither an audit nor an expression of opinion onthe financial statements of the company

In our opinion and to the best of our information and according to the explanations given to us we certify that thecompany has complied with the conditions of Corporate Governance as stipulated in the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015

We further state that such compliance is neither an assurance as to the future viability of the company nor theefficiency of effectiveness with which the management has conducted the affairs of the company

HIRA AUTOMOBILES LIMITED

43 HIRA AUTOMOBILES LIMITED

4

5

OPINION

REPORTONOTHERLEGALANDREGULATORYREQUIREMENTS

44 HIRA AUTOMOBILES LIMITED

Annexureldquo Ardquoto the Independent Auditors Report on the Standalone Financial Statements of Hira Automobiles Limited(Referred to in paragraph 1 (f) under Report on Other Legal and Regulatory Requirements of our report of evendate)

REPORT ON THE INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING UNDER CLAUSE (i)OF SUBSECTION3 OF SECTION 143 OF THE COMPANIES ACT 2013 (ldquoTHE ACTrdquo)

We have audited the internal financial controls over financial reporting of hira automobiles LIMITED (ldquotheCompanyrdquo) as of March 31 2016 in conjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

The Companys management is responsible for establishing and maintaining internal financial controlsbased onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the ldquoGuidance Noterdquo) issued by the Institute of Chartered Accountants of India These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherence to Companyspolicies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financial information as requiredunder the Companies Act 2013

Our responsibility is to express an opinion on the Companys internal financial controls over financial reportingbased on our audit We conducted our audit in accordance with the Guidance Note and the Standards onAuditing prescribed under Section 143(10) of the Companies Act 2013 to the extent applicable to an audit ofinternal financial controls Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if such controls operatedeffectively in all material respects Our audit involves performing procedures to obtain audit evidence about theadequacy of the internal financial controls system over financial reporting and their operating effectiveness Ouraudit of internal financial controls over financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditors judgement including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internalfinancial controlssystem over financial reporting

MANAGEMENTSRESPONSIBILITYFORINTERNALFINANCIALCONTROLS

AUDITORS RESPONSIBILITY

45 HIRA AUTOMOBILES LIMITED

MEANINGOFINTERNALFINANCIALCONTROLSOVERFINANCIALREPORTING

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVERFINANCIAL REPORTING

OPINION

A companys internal financial control over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles A companys internal financial controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of thecompany (2) provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and that receipts andpayments of the company are being made only in accordance with authorisation of management and directors ofthe company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the companys assets that could have a material effect on the financialstatements

Because of the inherent limitations of internal financial controls over financial reporting including thepossibility of collusion or improper management override of controls material misstatements due to error orfraud may occur and not be detected Also projections of any evaluation of the internal financial controlsover financial reporting to future periods are subject to the risk that the internal financial control over financialreporting may become inadequate because of changes in conditions or that the degree of compliance withthe policies or procedures may deteriorate

in our opinion to the best of our information and according to the explanations given to us the Companyhas in all material respects an adequate internal financial controls system over financial reporting and suchinternal financial controls over financial reporting were operating effectively as at March 31 2016 based onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note

46 HIRA AUTOMOBILES LIMITED

Annexure B To Auditors ReportAnnexure referred to in paragraph 3 of our report of even date

1 (a) The Company has maintained proper records showing full particulars including quantitativedetailsand situation of fixed assets at Corporate Office and in the process of maintaining at outlets

(b) We have been informed that the fixed assets of the company have been physically verified by themanagement at reasonable intervals and no material discrepancies were noticed on such verification

2 (a) As informed to us physical verification of inventory of the company has been conducted by themanagement at reasonable intervals (b) In our opinion and according to the explanations givento us the procedures of Physical verification of inventory followed by the management arereasonable and adequate in relation to the size of the company and the nature of its business

(c) In our opinion and according to the explanations given to us the Company is maintainingproper records of inventory We have been informed that no material discrepancies have been noticedon physical verification as compared to records

3 (a) According to the information and explanation given to us the Company has advanced inter corporatedeposits to three companies covered in the register maintained under section 189 of the CompaniesAct2013 and there is no stipulation as to the time period for recovery of principal and interest amount ofunsecured loan given

(b) Further as there is no stipulation as to the time period for recovery of principal amount ofunsecured loan given we are unable to comment on the overdue amount in respect of thesaid loan

4 In our opinion and according to the information and explanations given to us the Company has compliedwith the provisions of Sections 185 and 186 of the CompaniesAct 2013 in respect of grant of loans makinginvestments and providing guarantees and securities

5 According to the information and explanation given to us the Company has not accepted deposits frompublic Advances from customers for sale of vehicles and against sale promotion schemes run by theCompany to promote its sale are received and paid in the ordinary course of business

6 The maintenance of cost records under section 148(1) of the CompaniesAct 2013 has not been prescribedby the Central government for the Companysince it is not manufacturing Company

7 (a) According to the information and explanations given to us the company is generally regular indepositing all statutory dues including provident fund investor education and protection fundemployees state insurance income tax sales tax wealth tax custom duty excise duty cess and anyother statutory due with appropriate authority during the year

(b) According to the information and explanations given to us there are no disputed amount payables inrespect of provident fund investor education and protection fund employees state insurance incometax sales tax wealth tax customduty excise duty cess by the Company

(c ) No amount was lying with the company which was required to be transferred to investor education andprotection fund in accordance with the relevant provisions of the CompaniesAct 1956 (1 of 1956) andrulesmade there under

8 As informed to us the companyhas not defaulted in repayment of dues to financial institutions or banks

9 As informed to us the company has not given any guarantee for loans taken by others from bank orfinancial institutions

47 HIRA AUTOMOBILES LIMITED

10 As informed to us the proceeds of the term loans taken by the company are applied for the purpose forwhich the loans were obtained

11 Based on the audit procedures performed for the purpose of reporting the true and fair view of the financialstatements and as per the information and explanation given by the management we report that no fraudby the company has been noticed or reported during the course of our audit

48 HIRA AUTOMOBILES LIMITED

49

Particulars Note No As at As atMarch 312016 March 312015

I EQUITY AND LIABILITIES(1) Shareholders funds

(a) Share capital 2 2753440000 2753440000(b) Reserves and Surplus 3 6240053700 5676970200

(2) Non-current liabilities(a) Long term borrowings 4 10202167800 9006585600(b) Deferred tax liabilities (net) 5 1662638300 1542080600(c) Other long-term liabilities 6 5734992800 5067035200

(d) Long-term provisions 7 1339912400 1244415300(3) Current liabilities

(a) Short term Borrowings 8 49363423500 59501393100(b) Trade payables 9 1502741100 6123301200(c) Other current liabilities 10 3671194600 4679162300(d) Short term provisions 11 823155600 789863800

Total 83293719800 96384247300ASSETS

(1) Non-Current assets(a) Fixed assets

(i) Tangible assts 12 16817879700 16711642800(ii) Intangible assets 13 - -

(b) Non-current investments 14 1120000 1120000(d) Long-term loans and advances 15 2618538200 2251312400

(2) Current assets(a) Inventories 16 41208502100 40489156300(b) Trade Receivables 17 14372057700 13922503000(d) Cash and Cash equivalents 18 3697504100 11556587000(e) Short-term Loans and Advances 19 4497240800 11399114400(f) Other Current assets 20 80877200 52811400

Total 83293719800 96384247300

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

(IN RUPEES)

Chairman and Managing Director

Balance Sheet

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies 1

50

Particulars Note No Year Ended Year EndedMarch 312016 March 312015

I Revenue from operations 21 310372896800 323733670200II Other income 22 136994600 525412000III Total Revenue(I+II) 310509891400 324259082200IV Expenses

a Cost of Material Consumed 23 1357073500 1293751900b Purchase of Stock-in-Trade 24 281848216100 294479334400c Changes in Inventories of Finished Goods 25 (719345800) (186205700)d Employee Benefits Expenses 26 12664754100 12944732800e Finance Costs 27 5604834800 4157234900f Depreciation and Amortization expense 12 1358225700 1559476600g Other Expenses 28 7395406500 8383136200

Total Expenses 309509164900 322631461100V Profit before tax (III-IV) 1000726500 1627621100

VI Tax expense(a)Current tax 275985000 473844400(b)Deferred tax 120557700 -

VII Profit for the Year(V-VI) 604183800 1153776700VIII Prior period tax expenses 41100300 75346500IX Earnings per Equity Share(in Rupees) 563083500 1078430200

Basic 219 392Diluted 219 392

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

Profit amp Loss Account

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies

51

Particulars As at March 312016 As at March 312015A Cash Flow from Operating Activities

Net Profit before Tax 1627621100Adjustment forDepreciation 1559476600Interest expenses 4157234900Loss Profit on Sale of Fixed Assets -

Operating ProfitLoss before Working Capital Changes 7344332600Adjustment for(Increase)Decrease in Trade amp Other receivables 940107800(Increase)Decrease in Inventory (186205700)Increase(Decrease) in Trade Payables amp other provisions (4054306400)(Increase)Decrease in Other Loans amp Advances (4635970800)Cash generated from operations (592042500)Taxes Paid (549190900)Previous Year Taxes (Net) -Net Cash from Operating Activities (A) (1141233400)

B Cash Flow from Investing Activities(Purchase) of FixedCapital Expenditure (2227931100)Sale of Fixed Assets 883140700Sale(Purchase) of Investment (315826300)

Net Cash used in Investing Activities (B) (1660616700)C Cash Flow from Finance Activities

Proceeds from Long Term Borrowing (Net) (4869873700)Secured Loan 18024550800Unsecured Loan - 991878400Interest paid (4157234900)Net Cash from Financing Activities (C ) 9989320600

Net increase in Cash and Equivalents (A+B+C) 7187470500Opening Balance of Cash and Cash Equivalents 4369116500

Closing Balance of Cash and Cash Equivalents

1000726500

13582257005604834800

69725800

8033512800

(449554700)(719345800)

(5595236000)68738078008143184100(275985000)

(41100300)7826098800

(1622365700)88177300

(367225800)

(1901414200)

1959036900(10137969600)

(5604834800)(13783767500)

(7859082900)11556587000

3697504100 11556587000

Notes1 Figures in brackets indicate cash outflow2 The above Cash Flow Statement has been prepared under the indirect method set out in AS 3-Cash

Flow Statement as prescribed by Companies (Accouning Stanadards)Rules2006

This is the Cash Flow Statement referred to our report of even date

Cash Flow Statement

HIRA AUTOMOBILES LIMITED

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

For the Year Ended 31 March 2016st

52

Notes to Accounts2 SHARE CAPITAL

As at March 31 2016 As at March 312015(1)AUTHORISED6000000 Equity shares of Rs10-each 6000000000 6000000000

FULLY PAID UP

ISSUEDSUBSCRIBED -2753440 Equity shares of Rs10 each

6000000000 6000000000

2753440000 2753440000

2753440000 2753440000

Shares at the beginning of the accounting Period2753440 Equity shares of Rs10- each 2753440000 2753440000Additions during the year - -Shares outstanding at the end of year 2753440000 2753440000Total 2753440000 2753440000

(a) Rights Preferences and Restrictions Attached to sharesEquity Shares The Company has only one class of equity shares having a par value of Rs 10 per shareEach Shareholder is entitled to one vote per share In the event of liquidation of the company the holder ofequity shares will be entitled to receive any of the remaining of the Company after distribution of allpreferential amounts However no such preferential amount exist currently The distribution will be inproportion to the number of equity shares held by the equity shareholders(b) Detail of Shares held by Shareholders holding more than 5 of the Aggregate Shares in theCompany

Name of Shareholders No of Shares Shareholding as at March31 2016

Rajinder Kaur Bhattal 826000 3000Kuldeep Singh Bhattal 272100 988Rahul Sidhu 270000 981Simran Bajwa 265000 962Manjeet Kaur Sangha 862900 3134

3 RESERVES AND SURPLUSAs at March 312016 As at March 312015

General reserveAt the beginning of the accounting period 723675000

-

-

-

-

723675000Additions during the yearAt the end of the accounting period 723675000 723675000Surplus in Statement of Profit and LossAt the beginning of the accounting period 4953295200 3874865000Additions during the year 563083500 1078430200(balance in statement of profit amp loss ac)prior period expenses written offtransfer tofrom reservesAt the end of the accounting period 5516378700 4953295200

Total 6240053700 56769702004 LONG TERM BORROWINGS

As at March 312016 As at March 312015SECUREDTerm loan(Secured against hypof car and guaranteed bythe directors of the co)

(Secured against Focal Point Properties andguaranteed by directors)

-

5018479300

142138000

5774447600

UNSECUREDLoans from directors 5183688500 3090000000Loans from shareholders and public - -Total 10202167800 9006585600

Term loan

HIRA AUTOMOBILES LIMITED

53

5 DEFERRED TAX LIABILITIES (NET)As at March 312016 As at March 312015

Deferred tax liabilities 1662638300 1542080600Total 1662638300 1542080600

6 OTHER LONG TERM LIABILITIESAs at March 312016 As at March 312015

Sales promotion scheme- Customeradvances

5046479000 4415090000

Security from Employees 688513800 651945200Total 5734992800 5067035200

7 LONG TERM PROVISIONSAs at March 312016 As at March 312015

Gratuity provision 1339912400 1244415300Total 1339912400 1244415300

10 OTHER CURRENT LIABILITIESAs at March 312015

Current maturities of long term debts 880473400 1674618400Interest accrued and due on borrowings - -Value added tax and CST 2185026500 2517359600TDS payable 111535600 157798400Current year taxes payable(net of advance tax) - -

Other payables 494159100 329385900Total 3671194600 4679162300

11 SHORT TERM PROVISIONS

(a) Provisions for employee benefits 823155600 789863800

8 SHORT TERM BORROWINGSAs at March 312016 As at March 312015

Secured loans from banksPunjab National Bank -(secured against hypothecation of stockand book-debts)Gur Mandi Patiala 30680878500 29077205300Gagan Chowk Rajpura 1863121400 1705992300New Grain Market Muktsar and Malout 842363700 757042200Inventory funding 15977059900 27961153300(secured against hypothecation of stockand book-debts)Total 49363423500 59501393100

9 TRADE PAYABLESAs at March 312016 As at March 312015

Sundry Creditors 357269200 2822407500Advance from Parties-Interest free 1145471900 3300893700Total 1502741100 6123301200

HIRA AUTOMOBILES LIMITED

As at March 312016 As at March 312015

Total 823155600 789863800

As at March 312016

54 HIRA AUTOMOBILES LIMITED

14 NON CURRENT INVESTMENTAs at March 312016 As at March 312015

Investment in Shares 1120000 1120000Investment in Mutual Funds - -

Total 1120000 1120000

15 LONG TERM LOANS AND ADVANCESAs at March 312016 As at March 312015

Security Deposits 366283000 337485500(Unsecured considered good unlessOtherwise Stated)Intercorporate Deposits 2252255200 1913826900Total 2618538200 2251312400

16 INVENTORIESAs at March 312016 As at March 312015

(As taken valued amp certified by the management)

Stock in Trade (in respect of goodsacquired for trading )

38093012700 37213584000

Stores Spares amp Loose tools 3115489400 3275572300

Total 41208502100 40489156300

17 TRADE RECEIVABLESAs at March 312016 As at March 312015

(unsecured considered good unlessotherwise stated)(1)Debts outstanding for a period exceeding

six months from the date they are due 513584600 623548900(2)Other debts 13858473100 13298954100Total 14372057700 13922503000

55

18 CASH amp CASH EQUIVALENTS As at March 312016 As at March 312015

(a) Balance with BanksFixed deposits 1260950600 812770600(Earmarked balances with banksheld as margin moneyagainst borrowingsand other commitments)Current accounts 1243916600 6403274200Gold Coins 29547200 29547200(b) Cheques Draft on HandCheques in HandCash in hand

202088500961001200

30714258001239569200

Total 3697504100 11556587000

19 SHORT TERM LOANS amp ADVANCESAs at March 312016 As at March 312015

(Unsecured considered good unlessotherwise stated)advances recoverable in cash orin kind for the value to be received(1)Advance to parties 2541662700 9294257800(2) Receivable from revenue authorities 551783000 569108700(3)Current years taxes recoverable(net ofliability)

332615600 380504500

(4) Other advances 1071179500 1155243400Total 4497240800 11399114400

HIRA AUTOMOBILES LIMITED

56

20 OTHER CURRENT ASSETSAs at March 312016 As at March 312015

Prepaid Expenses 80877200 52811400

Total 52811400

21 REVENUE FROM OPERATIONSAs at March 312016 As at March 312015

Sale of products 290733945600 301324413800Sale of services 9681919400 10435033800

Other operating revenues 9957031800 11974222600310372896800 323733670200

Less Excise duty - -Total 310372896800 323733670200

22 OTHER INCOMEAs at March 312016 As at March 312015

Interest income 87335400 279807100Other Non-operating income 49659200 245604900Total 136994600 525412000

23 COST OF MATERIAL CONSUMEDAs at March 312016 As at March 312015

Purchases Raw-Materials and PackingMaterials

1357073500 1293751900

Add Opening balance of stock - -1357073500 1293751900

Less Closing balance of stock - -Total 1357073500 1293751900

80877200

24 PURCHASE OF STOCK IN TRADEAs at March 312016 As at March 312015

Purchases of Traded goods 281848216100 294479334400

Total 281848216100 294479334400

25 CHANGES IN INVENTORIESAs at March 312016 As at March 312015

Finished Goodsat the beginning of the accounting period - -at the end of the accounting period - -Stock-in-Tradeat the beginning of the accounting period 40489156300 40302950600at the end of the accounting period 41208502100 40489156300Total (719345800) (186205700)

26 EMPLOYEE BENEFIT EXPENSESAs at March 312016 As at March 312015

Salary and Wages 8156996000 9654096800HRA Expenses and other allowance 2733336200 1148756100Contribution to Provident fund 587123100 490338400Contribution to Employees state Insurance fund 157923000 161030000Workers and Staff Welfare 299823200 269213600Gratuity Expenses 95497100 64570600Bonus 420931500 903597900Employees Training and Uniform expenses 213124000 253129400Total 12664754100 12944732800

HIRA AUTOMOBILES LIMITED

57

27 FINANCE COSTSAs at March 312016 As at March 312015

Interest ExpenseInterest to Banks 4309580000 3483884100Interest on Unsecured loans 1196279800 577607600Interest to Customers (36290200) (95330900)Interest to MSIL (121679800) (50429300)Interest to Bank on Vehicle loan 29667800 43272600Bank Charges 227277200 198230800

Total 5604834800 4157234900

28 OTHER EXPENSESAs at March 312016 As at March 312015

Accessories Expenses 9551600 18313400Festival Expenses 30357200 8141000Donation 13123500 9144500Freight Inward 23896900 26399000Power amp Fuel 913761800 911434100Software Usage Charges 91413600 86473500Entertainment Exp 19129900 29106000Rent Rates amp Taxes 701191800 671145200General Expenses 162725500 138611000Godown Rent 57600000 48125000Insurance 161551400 173705300Legal expenses 43474400 60436900Misc Expenses 7073900 3598300News Paper amp Periodicals 9374100 7947200Outside Labour Expenses 284322400 102072700Payment to the Auditors 48313400 15000000Postage amp Courier Expenses 10683600 13298800Professional Charges 147965200 1006744000Printing amp Stationery 165125400 223093400Repair to Buildings and fixed assets 309177500 427256800MDS Expenses 21264900 35806500Telephone Expenses 326712100 525640000Workshop Expenses 325704400 579373600Vehicle Running Expenses 182200200 225090800Other expenses 18263600 405070100Advertisement ExpensesDiscounts

99310800745200400

118382500821623000

Customer welfare 146224200 161357500Demo Expenses amp PDI Expenses 372510300 437441500Sales Promotion 696744200 773152400Sale Commission amp Incentives 160190000 35180000Pool Cancellation and lifting charges 202092600 166694500Marketing Staff Tour expensesTrue Value Expenses

531070200358105500

581622300442725000

Total 7395406500 8383136200

HIRA AUTOMOBILES LIMITED

58 HIRA AUTOMOBILES LIMITED

Post-Employment BenefitsDefined Contribution PlansA defined contribution plan is a post-employment benefit plan under which the Company pays specifiedContributions to a separate entity The Company makes specified monthly contributions towards ProvidentFund Superannuation Fund and Pension Scheme The Companys contribution is recognized as an expense inthe Profit and Loss Statement during the period in which the employee renders the related service

The Company does not deal with Foreign Currency hence AS-11 ldquoEffect of changes in Foreign Exchangesissued bythe Institute of Chartered Accountantsof India isnot applicable

Cash Flow Statements has been prepared following the indirect method set out in the Accounting Standard-3 on ldquoCash Statements ldquoissued by the Institute of Chartered Accountants of India

(i) Income tax expenses for the period comprise of Current Tax amp Deffered Tax(ii) Current tax is measured at the amount expected to be paid to the tax authorities using the applicable tax

Rates of the Income TaxAct 1961(iii) Deferred Tax is calculated on the timing differences being the difference between accounting income and

taxable income which originates in one period and are capable of reversal in one or more subsequentaccounting periods in accordance with the provisions of Accounting Standard -22 on ldquoAccounting forTaxeson Incomerdquo issued by the Institute of Chartered Accountants of IndiaDeferred tax assets are recognized only to the extent that there is a reasonable certainty that sufficientfuture income will be available except that deferred tax assets in case there are unabsorbed depreciationor losses are recognized if there is virtual certainty that sufficient future taxable income will be available torealize the same

Depreciation on Fixed Assets is provided on the basis of Straight Line Method (SLM) Depreciation isprovided based on useful life of the assets as prescribed in Schedule II to the Companies Act 2013

Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and itis probable that an outflow of resources will be required to settle the obligation and a reliable estimate canbe made Provisions are not discounted to their present value and are determined based on the bestestimate required to settle the obligation at the reporting date These estimates are reviewed at eachreporting date and adjusted to reflect the current best estimatesContingent liabilities are disclosed unless the possibility of outflow of resources is remoteContingent assets are neither recognized nor disclosed in the financial statements

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value Animpairment loss is charged to the Profit and Loss Statement in the year in which an asset is identified asimpaired The impairment loss recognized in prior accounting period is reversed if there has been a changein the estimate of recoverable amount

G) ForeignCurrencyTransaction

H) CashFlowStatements

J) Depreciation

K) ProvisionsandContingent liabilities

L) Impairment ofAssets

I) TaxesonIncome

59 HIRA AUTOMOBILES LIMITED

M) EarningsPer Share

N) Segment Reporting

has been made in accordance with the requirement of Accounting Standard (AS) -20 on Earnings PerShare issued by the Institute of Chartered Accountants of India Diluted Earning per share is the same asBasic Earning per share because there is no potential equity shares which would have dilutive effect onearning per shares to equity shareholders

The Company is Authorized Dealer of Maruti Suzuki India Limited (MSIL) and hence is engaged in thebusiness of sale amp service of MSIL vehicles As the basic nature of sale of variants of vehicles is governedby the same set of risk amp returns these have been grouped as single segment as per AccountingStandard(AS-17) on segment reporting issued by the Institute of Chartered Accountants of India

2 Detail in respect of Opening Stock Sales and Closing Stock as follows

3 (a) During the year the company has recognized the following amounts as Defined Contribution Pan in theProfit and Loss Account

i) Employers Contribution to Provident Fund - Rs 5871 Lacsii) Employers Contribution to Employee State Insurance - Rs 1579 Lacs

The calculation of Earnings Per Share (EPS) as disclosed in the Balance Sheet Abstract

(b) During the year the Company has made provision for Gratuity in books asdesigned benefit plan

4 Subsequent to Accounting Standards -22 Accounting for Taxes on Income Issued by the Institute ofCharteredAccountants of India Deferred Tax Expenses of Rs 120557700 for the periods is recognized inthe profit and LossAmount

Calculation of Deferred TaxLiability is as followsWritten down value of Fixed Assets as on 31032016 (As per Company Act) 168178793Written down value of Fixed Assets as on 31032016 (As per Income Tax Act) 114371729bull Timing Difference 53807064bull Tax 3090 16626383bull Deferred Tax Liability as on 31032016 16626383bull Deferred Tax Liability as on 31042015 15420806bull Deferred Tax Liability to be provided for 1205577

5 Legal amp Professional Fees includes Payments to Auditors comprising as follows-i) Statutory Audit fee Rs 10000000ii) Tax audit and Vat audit Fee Rs 5000000

6 Related Party Disclosure in accordance with Accounting Standard-18

Pacific Finlease Pvt LtdRahul Sidhu Enterprises Pvt LtdRSG Studios Pvt Ltd

(a) Enterprises owned or Significantly Influenced by Directors and their Relatives

60 HIRA AUTOMOBILES LIMITED

Particulars Opening Stock Sales Closing StockQty

825VehiclesSpares ampAccessory

Amount(Rs In Lacs)

37213632756

Qty

5627

Amount(Rs In Lacs)2647068260272

Qty

1131

Amount(Rs In Lacs)

38093031155

b)

Pacific Finlease Pvt Ltd

Rahul Sidhu Enterprises Pvt Ltd

RSGStudios Pvt Ltd

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 1915Interest Recovered during the financial year 207

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 14379Interest Recovered during the financial year 035

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 6229Interest Recovered during the financial year 618

7 Calculation of Earning Per Share is as follows Profit after Tax as per Profit amp Loss Account as on 3132016 5630835

For Basic Earning Per share 2753440For Diluted Earning Per Share 2753440

Basic 219Diluted 219

8 Balance confirmation letters have been obtained from some of the parties on test check basis9 Figures of Previous year have been re-grouped and re classified wherever necessary in order to

conform to the current years presentation

As per our report of even date

No of Equity Share (Face value Rs 10- each)

Detail of transaction for the financial year 2015-16

Earning Per Share

61 HIRA AUTOMOBILES LIMITED

Page 36: HIRAAUTOMOBILESLIMITED - bseindia.com · S. Isher Singh Director Mrs. Neha Sidhu Whole time Director Mrs ... Name Rahulinder Singh Sidhu Age 34 Brief Resume Working as Director in

37

ReconciliationofShareCapital Audit

Distribution of shareholding

Dematerializationof sharesandliquidity

GDRsADRs

Mr Ravinder Kumar Practising Company Secretary carries out the Reconciliation of Share Capital Audit asmandated by SEBI and reports on the reconciliation of total issued and listed Capital with that of total sharecapital admitted held in dematerialized form with NSDL and CDSL and those held in physical form This audit iscarried out on quarterly basis and the report thereof is submitted to the Stock Exchanges

Detail of distribution of share holding of equity share of the Company by size and ownership class as on31032016 is given as under

The Shares of the company have not been traded on stock exchange during the period under review TheCompany has not been allotted ISIN and number of shares held in dematerialized formis nil

The Company has not issued any GDRsADRsWarrants or any Convertible instruments

UP TO 5000 129 6293 38840 38840000 14106

5001 TO 10000 49 2390 44500 44500000 16162

10001 TO 20000 7 341 10000 10000000 0363220001 TO 30000 4 195 9000 9000000 03269

30001 TO 40000 2 098 6800 6800000 02470

40001 TO 50000 1 049 4400 4400000 01598

50001 TO 100000 1 049 5200 5200000 01889

100001 AND ABOVE 10 585 2634700 2634700000 956876

Indian Promoter-IndividualHUF 11 2635700 9572

Non Resident Individual 1 500 002

Bodies Corporate 1 500 002

Resident Individuals-HUF 190 116740 424

HIRA AUTOMOBILES LIMITED

38

Plant ShowroomLocationsShowroom Locations

Address for correspondence

Related Party Transactions

Compliance

Vigil Mechanism

WhistleBlower Policy

Mandatory Requirements

1 Hira Automobiles Limited Rajbaha Road Patiala Ph No 0175-22091002 Hira Automobiles Limited Malout Road Muktsar Ph No 01633-2620203 Hira Automobiles Limited Village Bhadak Rajpura Ph No 01762-2448814 Hira Automobiles Limited Radha Swami Satsang Road Nabha PhNo 01765-5059595 Hira Automobiles Limited Muktsar Road Malout Ph No01637-2637246 Hira Automobiles Limited Patiala Pehowa Road DevigarhPh No0175-26311527 Hira Automobiles Limited Bathinda Malout Road Gidderbaha8 Hira Automobiles Limited Nabha Road Bhadson9 Hira Automobiles Limited Cheeka road Samana

10 Hira Automobiles Limited Malout Road Killianwali

Following is the address for correspondenceRegistered Office ndash Hira Automobiles Limited 0598 Sector 18-B Chandigarh 160018

There are no materially significant related party transactions that may have potential conflict with the interests ofcompany at large There were transactions with related parties at market price at arms length basis which aredisclosed in Form AOC ndash 2 attached herewith The policy on dealing with related party transactions is availableon web link of the Company

The Company has complied with all the provisions of listing agreement and that no penalties and or strictureshas been imposed on the company by Stock Exchange or SEBI or any statutory authority on any matter relatedto capital markets during the last three years

Detail of Vigil Mechanismis provided in the same heading in Directors Report

Company has formulated the Whistle Blower Policy to safeguard the interest of its stakeholders Directors andemployees to freely communicate and address to the Company their genuine concerns in relation to any illegalor unethical practice being carried out in the Company and that no personnel has been denied access to the auditcommittee

The Company has complied with all the mandatory requirements as stipulated in SEBI (Listing and DisclosureRequirements) Regulations 2015

10 OTHERDISCLOSURES

wwwhiraautomobilescom

HIRA AUTOMOBILES LIMITED

39

MANAGEMENTDISCUSSIONANDANALYSIS REPORT

1 Industrystructureanddevelopment

2 Opportunitiesandthreats

3 Segmentwiseor product wiseperformance

4 Outlook

5 Risksandconcern

6 Internal control systemsandtheir adequacy

HIRA AUTOMOBILES LIMITED

40

7 Discussiononfinancial performancewithrespect tooperational performanceDue to overall recessionary economy and internal competition with the new dealer there has been minoradverse impact on the financial stability of the company with respect to operational performance as the workingcapital limits of the company has increased substantially where as there is no growth in sales In comparison tominor growth in operational performance Profitability of the company has been decreasing during the yearinspite of higher burden of interest expenditure salary and wages and other admistrative expenses

8 HumanRecourses

9 Management of theCompany

Human Resource is considered to be the most prized assetof the company by the management Hence the work-forceis being looked after well and ensured that they remain motivated The 360 degree appraisal system ensures theirsatisfaction and brings out their concerns and bikerings which are addressed by the management immediately Thisimproves the employee-management relationship and makes themwork for the better future of the company

As Company has a large network of branches spread over 14 locations in two district of Patiala and Muktsar eachlocation is being managed by a rich experienced deemed CEO who is also known deemed key managerial personnelAll the branches key Managerial Personnel are reporting directly to CMD sitting at Patiala corporate office of thecompany

HIRA AUTOMOBILES LIMITED

41

COMPLIANCECERTIFICATEBYCHIEFEXECUTIVEOFFICERANDCHIEFFINANCIALOFFICER

We Rahulinder Singh Sidhu Managing Director and Sandeep Rana Chief Financial Officer of the Companyhereby certify thatA We have reviewed financial statements and the cash flow for the year ended 31 March 2016 and that to thebest of our knowledge and belief(1) These statements do not contain any materially untrue statement or omit any material fact or containstatements that might be misleading(2) These statements together present a true and fair view of the company affairs and are in compliance withexisting accounting standards applicable laws and regulationsB There are to the best of our knowledge and belief no transactions entered into by the Company during theyear that are fraudulent illegal or volatile to the companyscode of conductC We accept responsibility for establishing and maintaining internal controls for financial Reporting and that wehave evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting andwe have disclosed to the auditors and the audit committee deficiencies in the design or operation of such internalcontrols if any of which they are aware and the steps they have taken or propose to take to rectify thesedeficienciesD We have indicated to the auditorsand the Audit committee(1) Significant changes in internal control over financial reporting during the year(2) Significant changes in accounting policies during the year and that the same have been disclosed in thenotes to the financial statements and(3) There were no instances of fraud of which they have become aware and the involvement therein of themanagement or an employee having a significant role in the companys internal control system over financialreporting

I Rahulinder Singh Sidhu Managing Director of the Company hereby declare that all Board Members andSenior Management Personnel have affirmed compliance with the code of conduct for the Directors and SeniorManagement Personnel as approved by the Board for the Financial Year ended 31 March 2016

For

st

st

HIRA AUTOMOBILES LIMITED

42

AUDITORS CERTIFICATEONCORPORATEGOVERNANCE

The Board of DirectorsHira Automobiles LimitedChandigarh

We have examined the compliance of conditions of Corporate Governance by Hira Automobiles Limited for thefinancial year ended March 31 2016 as stipulated in the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015

The compliance of conditions of Corporate Governance is the responsibility of the management Ourexamination was limited to procedures and implementation thereof adopted by the company for ensuring thecompliance of the conditions of the Corporate Governance It is neither an audit nor an expression of opinion onthe financial statements of the company

In our opinion and to the best of our information and according to the explanations given to us we certify that thecompany has complied with the conditions of Corporate Governance as stipulated in the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015

We further state that such compliance is neither an assurance as to the future viability of the company nor theefficiency of effectiveness with which the management has conducted the affairs of the company

HIRA AUTOMOBILES LIMITED

43 HIRA AUTOMOBILES LIMITED

4

5

OPINION

REPORTONOTHERLEGALANDREGULATORYREQUIREMENTS

44 HIRA AUTOMOBILES LIMITED

Annexureldquo Ardquoto the Independent Auditors Report on the Standalone Financial Statements of Hira Automobiles Limited(Referred to in paragraph 1 (f) under Report on Other Legal and Regulatory Requirements of our report of evendate)

REPORT ON THE INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING UNDER CLAUSE (i)OF SUBSECTION3 OF SECTION 143 OF THE COMPANIES ACT 2013 (ldquoTHE ACTrdquo)

We have audited the internal financial controls over financial reporting of hira automobiles LIMITED (ldquotheCompanyrdquo) as of March 31 2016 in conjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

The Companys management is responsible for establishing and maintaining internal financial controlsbased onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the ldquoGuidance Noterdquo) issued by the Institute of Chartered Accountants of India These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherence to Companyspolicies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financial information as requiredunder the Companies Act 2013

Our responsibility is to express an opinion on the Companys internal financial controls over financial reportingbased on our audit We conducted our audit in accordance with the Guidance Note and the Standards onAuditing prescribed under Section 143(10) of the Companies Act 2013 to the extent applicable to an audit ofinternal financial controls Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if such controls operatedeffectively in all material respects Our audit involves performing procedures to obtain audit evidence about theadequacy of the internal financial controls system over financial reporting and their operating effectiveness Ouraudit of internal financial controls over financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditors judgement including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internalfinancial controlssystem over financial reporting

MANAGEMENTSRESPONSIBILITYFORINTERNALFINANCIALCONTROLS

AUDITORS RESPONSIBILITY

45 HIRA AUTOMOBILES LIMITED

MEANINGOFINTERNALFINANCIALCONTROLSOVERFINANCIALREPORTING

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVERFINANCIAL REPORTING

OPINION

A companys internal financial control over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles A companys internal financial controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of thecompany (2) provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and that receipts andpayments of the company are being made only in accordance with authorisation of management and directors ofthe company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the companys assets that could have a material effect on the financialstatements

Because of the inherent limitations of internal financial controls over financial reporting including thepossibility of collusion or improper management override of controls material misstatements due to error orfraud may occur and not be detected Also projections of any evaluation of the internal financial controlsover financial reporting to future periods are subject to the risk that the internal financial control over financialreporting may become inadequate because of changes in conditions or that the degree of compliance withthe policies or procedures may deteriorate

in our opinion to the best of our information and according to the explanations given to us the Companyhas in all material respects an adequate internal financial controls system over financial reporting and suchinternal financial controls over financial reporting were operating effectively as at March 31 2016 based onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note

46 HIRA AUTOMOBILES LIMITED

Annexure B To Auditors ReportAnnexure referred to in paragraph 3 of our report of even date

1 (a) The Company has maintained proper records showing full particulars including quantitativedetailsand situation of fixed assets at Corporate Office and in the process of maintaining at outlets

(b) We have been informed that the fixed assets of the company have been physically verified by themanagement at reasonable intervals and no material discrepancies were noticed on such verification

2 (a) As informed to us physical verification of inventory of the company has been conducted by themanagement at reasonable intervals (b) In our opinion and according to the explanations givento us the procedures of Physical verification of inventory followed by the management arereasonable and adequate in relation to the size of the company and the nature of its business

(c) In our opinion and according to the explanations given to us the Company is maintainingproper records of inventory We have been informed that no material discrepancies have been noticedon physical verification as compared to records

3 (a) According to the information and explanation given to us the Company has advanced inter corporatedeposits to three companies covered in the register maintained under section 189 of the CompaniesAct2013 and there is no stipulation as to the time period for recovery of principal and interest amount ofunsecured loan given

(b) Further as there is no stipulation as to the time period for recovery of principal amount ofunsecured loan given we are unable to comment on the overdue amount in respect of thesaid loan

4 In our opinion and according to the information and explanations given to us the Company has compliedwith the provisions of Sections 185 and 186 of the CompaniesAct 2013 in respect of grant of loans makinginvestments and providing guarantees and securities

5 According to the information and explanation given to us the Company has not accepted deposits frompublic Advances from customers for sale of vehicles and against sale promotion schemes run by theCompany to promote its sale are received and paid in the ordinary course of business

6 The maintenance of cost records under section 148(1) of the CompaniesAct 2013 has not been prescribedby the Central government for the Companysince it is not manufacturing Company

7 (a) According to the information and explanations given to us the company is generally regular indepositing all statutory dues including provident fund investor education and protection fundemployees state insurance income tax sales tax wealth tax custom duty excise duty cess and anyother statutory due with appropriate authority during the year

(b) According to the information and explanations given to us there are no disputed amount payables inrespect of provident fund investor education and protection fund employees state insurance incometax sales tax wealth tax customduty excise duty cess by the Company

(c ) No amount was lying with the company which was required to be transferred to investor education andprotection fund in accordance with the relevant provisions of the CompaniesAct 1956 (1 of 1956) andrulesmade there under

8 As informed to us the companyhas not defaulted in repayment of dues to financial institutions or banks

9 As informed to us the company has not given any guarantee for loans taken by others from bank orfinancial institutions

47 HIRA AUTOMOBILES LIMITED

10 As informed to us the proceeds of the term loans taken by the company are applied for the purpose forwhich the loans were obtained

11 Based on the audit procedures performed for the purpose of reporting the true and fair view of the financialstatements and as per the information and explanation given by the management we report that no fraudby the company has been noticed or reported during the course of our audit

48 HIRA AUTOMOBILES LIMITED

49

Particulars Note No As at As atMarch 312016 March 312015

I EQUITY AND LIABILITIES(1) Shareholders funds

(a) Share capital 2 2753440000 2753440000(b) Reserves and Surplus 3 6240053700 5676970200

(2) Non-current liabilities(a) Long term borrowings 4 10202167800 9006585600(b) Deferred tax liabilities (net) 5 1662638300 1542080600(c) Other long-term liabilities 6 5734992800 5067035200

(d) Long-term provisions 7 1339912400 1244415300(3) Current liabilities

(a) Short term Borrowings 8 49363423500 59501393100(b) Trade payables 9 1502741100 6123301200(c) Other current liabilities 10 3671194600 4679162300(d) Short term provisions 11 823155600 789863800

Total 83293719800 96384247300ASSETS

(1) Non-Current assets(a) Fixed assets

(i) Tangible assts 12 16817879700 16711642800(ii) Intangible assets 13 - -

(b) Non-current investments 14 1120000 1120000(d) Long-term loans and advances 15 2618538200 2251312400

(2) Current assets(a) Inventories 16 41208502100 40489156300(b) Trade Receivables 17 14372057700 13922503000(d) Cash and Cash equivalents 18 3697504100 11556587000(e) Short-term Loans and Advances 19 4497240800 11399114400(f) Other Current assets 20 80877200 52811400

Total 83293719800 96384247300

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

(IN RUPEES)

Chairman and Managing Director

Balance Sheet

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies 1

50

Particulars Note No Year Ended Year EndedMarch 312016 March 312015

I Revenue from operations 21 310372896800 323733670200II Other income 22 136994600 525412000III Total Revenue(I+II) 310509891400 324259082200IV Expenses

a Cost of Material Consumed 23 1357073500 1293751900b Purchase of Stock-in-Trade 24 281848216100 294479334400c Changes in Inventories of Finished Goods 25 (719345800) (186205700)d Employee Benefits Expenses 26 12664754100 12944732800e Finance Costs 27 5604834800 4157234900f Depreciation and Amortization expense 12 1358225700 1559476600g Other Expenses 28 7395406500 8383136200

Total Expenses 309509164900 322631461100V Profit before tax (III-IV) 1000726500 1627621100

VI Tax expense(a)Current tax 275985000 473844400(b)Deferred tax 120557700 -

VII Profit for the Year(V-VI) 604183800 1153776700VIII Prior period tax expenses 41100300 75346500IX Earnings per Equity Share(in Rupees) 563083500 1078430200

Basic 219 392Diluted 219 392

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

Profit amp Loss Account

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies

51

Particulars As at March 312016 As at March 312015A Cash Flow from Operating Activities

Net Profit before Tax 1627621100Adjustment forDepreciation 1559476600Interest expenses 4157234900Loss Profit on Sale of Fixed Assets -

Operating ProfitLoss before Working Capital Changes 7344332600Adjustment for(Increase)Decrease in Trade amp Other receivables 940107800(Increase)Decrease in Inventory (186205700)Increase(Decrease) in Trade Payables amp other provisions (4054306400)(Increase)Decrease in Other Loans amp Advances (4635970800)Cash generated from operations (592042500)Taxes Paid (549190900)Previous Year Taxes (Net) -Net Cash from Operating Activities (A) (1141233400)

B Cash Flow from Investing Activities(Purchase) of FixedCapital Expenditure (2227931100)Sale of Fixed Assets 883140700Sale(Purchase) of Investment (315826300)

Net Cash used in Investing Activities (B) (1660616700)C Cash Flow from Finance Activities

Proceeds from Long Term Borrowing (Net) (4869873700)Secured Loan 18024550800Unsecured Loan - 991878400Interest paid (4157234900)Net Cash from Financing Activities (C ) 9989320600

Net increase in Cash and Equivalents (A+B+C) 7187470500Opening Balance of Cash and Cash Equivalents 4369116500

Closing Balance of Cash and Cash Equivalents

1000726500

13582257005604834800

69725800

8033512800

(449554700)(719345800)

(5595236000)68738078008143184100(275985000)

(41100300)7826098800

(1622365700)88177300

(367225800)

(1901414200)

1959036900(10137969600)

(5604834800)(13783767500)

(7859082900)11556587000

3697504100 11556587000

Notes1 Figures in brackets indicate cash outflow2 The above Cash Flow Statement has been prepared under the indirect method set out in AS 3-Cash

Flow Statement as prescribed by Companies (Accouning Stanadards)Rules2006

This is the Cash Flow Statement referred to our report of even date

Cash Flow Statement

HIRA AUTOMOBILES LIMITED

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

For the Year Ended 31 March 2016st

52

Notes to Accounts2 SHARE CAPITAL

As at March 31 2016 As at March 312015(1)AUTHORISED6000000 Equity shares of Rs10-each 6000000000 6000000000

FULLY PAID UP

ISSUEDSUBSCRIBED -2753440 Equity shares of Rs10 each

6000000000 6000000000

2753440000 2753440000

2753440000 2753440000

Shares at the beginning of the accounting Period2753440 Equity shares of Rs10- each 2753440000 2753440000Additions during the year - -Shares outstanding at the end of year 2753440000 2753440000Total 2753440000 2753440000

(a) Rights Preferences and Restrictions Attached to sharesEquity Shares The Company has only one class of equity shares having a par value of Rs 10 per shareEach Shareholder is entitled to one vote per share In the event of liquidation of the company the holder ofequity shares will be entitled to receive any of the remaining of the Company after distribution of allpreferential amounts However no such preferential amount exist currently The distribution will be inproportion to the number of equity shares held by the equity shareholders(b) Detail of Shares held by Shareholders holding more than 5 of the Aggregate Shares in theCompany

Name of Shareholders No of Shares Shareholding as at March31 2016

Rajinder Kaur Bhattal 826000 3000Kuldeep Singh Bhattal 272100 988Rahul Sidhu 270000 981Simran Bajwa 265000 962Manjeet Kaur Sangha 862900 3134

3 RESERVES AND SURPLUSAs at March 312016 As at March 312015

General reserveAt the beginning of the accounting period 723675000

-

-

-

-

723675000Additions during the yearAt the end of the accounting period 723675000 723675000Surplus in Statement of Profit and LossAt the beginning of the accounting period 4953295200 3874865000Additions during the year 563083500 1078430200(balance in statement of profit amp loss ac)prior period expenses written offtransfer tofrom reservesAt the end of the accounting period 5516378700 4953295200

Total 6240053700 56769702004 LONG TERM BORROWINGS

As at March 312016 As at March 312015SECUREDTerm loan(Secured against hypof car and guaranteed bythe directors of the co)

(Secured against Focal Point Properties andguaranteed by directors)

-

5018479300

142138000

5774447600

UNSECUREDLoans from directors 5183688500 3090000000Loans from shareholders and public - -Total 10202167800 9006585600

Term loan

HIRA AUTOMOBILES LIMITED

53

5 DEFERRED TAX LIABILITIES (NET)As at March 312016 As at March 312015

Deferred tax liabilities 1662638300 1542080600Total 1662638300 1542080600

6 OTHER LONG TERM LIABILITIESAs at March 312016 As at March 312015

Sales promotion scheme- Customeradvances

5046479000 4415090000

Security from Employees 688513800 651945200Total 5734992800 5067035200

7 LONG TERM PROVISIONSAs at March 312016 As at March 312015

Gratuity provision 1339912400 1244415300Total 1339912400 1244415300

10 OTHER CURRENT LIABILITIESAs at March 312015

Current maturities of long term debts 880473400 1674618400Interest accrued and due on borrowings - -Value added tax and CST 2185026500 2517359600TDS payable 111535600 157798400Current year taxes payable(net of advance tax) - -

Other payables 494159100 329385900Total 3671194600 4679162300

11 SHORT TERM PROVISIONS

(a) Provisions for employee benefits 823155600 789863800

8 SHORT TERM BORROWINGSAs at March 312016 As at March 312015

Secured loans from banksPunjab National Bank -(secured against hypothecation of stockand book-debts)Gur Mandi Patiala 30680878500 29077205300Gagan Chowk Rajpura 1863121400 1705992300New Grain Market Muktsar and Malout 842363700 757042200Inventory funding 15977059900 27961153300(secured against hypothecation of stockand book-debts)Total 49363423500 59501393100

9 TRADE PAYABLESAs at March 312016 As at March 312015

Sundry Creditors 357269200 2822407500Advance from Parties-Interest free 1145471900 3300893700Total 1502741100 6123301200

HIRA AUTOMOBILES LIMITED

As at March 312016 As at March 312015

Total 823155600 789863800

As at March 312016

54 HIRA AUTOMOBILES LIMITED

14 NON CURRENT INVESTMENTAs at March 312016 As at March 312015

Investment in Shares 1120000 1120000Investment in Mutual Funds - -

Total 1120000 1120000

15 LONG TERM LOANS AND ADVANCESAs at March 312016 As at March 312015

Security Deposits 366283000 337485500(Unsecured considered good unlessOtherwise Stated)Intercorporate Deposits 2252255200 1913826900Total 2618538200 2251312400

16 INVENTORIESAs at March 312016 As at March 312015

(As taken valued amp certified by the management)

Stock in Trade (in respect of goodsacquired for trading )

38093012700 37213584000

Stores Spares amp Loose tools 3115489400 3275572300

Total 41208502100 40489156300

17 TRADE RECEIVABLESAs at March 312016 As at March 312015

(unsecured considered good unlessotherwise stated)(1)Debts outstanding for a period exceeding

six months from the date they are due 513584600 623548900(2)Other debts 13858473100 13298954100Total 14372057700 13922503000

55

18 CASH amp CASH EQUIVALENTS As at March 312016 As at March 312015

(a) Balance with BanksFixed deposits 1260950600 812770600(Earmarked balances with banksheld as margin moneyagainst borrowingsand other commitments)Current accounts 1243916600 6403274200Gold Coins 29547200 29547200(b) Cheques Draft on HandCheques in HandCash in hand

202088500961001200

30714258001239569200

Total 3697504100 11556587000

19 SHORT TERM LOANS amp ADVANCESAs at March 312016 As at March 312015

(Unsecured considered good unlessotherwise stated)advances recoverable in cash orin kind for the value to be received(1)Advance to parties 2541662700 9294257800(2) Receivable from revenue authorities 551783000 569108700(3)Current years taxes recoverable(net ofliability)

332615600 380504500

(4) Other advances 1071179500 1155243400Total 4497240800 11399114400

HIRA AUTOMOBILES LIMITED

56

20 OTHER CURRENT ASSETSAs at March 312016 As at March 312015

Prepaid Expenses 80877200 52811400

Total 52811400

21 REVENUE FROM OPERATIONSAs at March 312016 As at March 312015

Sale of products 290733945600 301324413800Sale of services 9681919400 10435033800

Other operating revenues 9957031800 11974222600310372896800 323733670200

Less Excise duty - -Total 310372896800 323733670200

22 OTHER INCOMEAs at March 312016 As at March 312015

Interest income 87335400 279807100Other Non-operating income 49659200 245604900Total 136994600 525412000

23 COST OF MATERIAL CONSUMEDAs at March 312016 As at March 312015

Purchases Raw-Materials and PackingMaterials

1357073500 1293751900

Add Opening balance of stock - -1357073500 1293751900

Less Closing balance of stock - -Total 1357073500 1293751900

80877200

24 PURCHASE OF STOCK IN TRADEAs at March 312016 As at March 312015

Purchases of Traded goods 281848216100 294479334400

Total 281848216100 294479334400

25 CHANGES IN INVENTORIESAs at March 312016 As at March 312015

Finished Goodsat the beginning of the accounting period - -at the end of the accounting period - -Stock-in-Tradeat the beginning of the accounting period 40489156300 40302950600at the end of the accounting period 41208502100 40489156300Total (719345800) (186205700)

26 EMPLOYEE BENEFIT EXPENSESAs at March 312016 As at March 312015

Salary and Wages 8156996000 9654096800HRA Expenses and other allowance 2733336200 1148756100Contribution to Provident fund 587123100 490338400Contribution to Employees state Insurance fund 157923000 161030000Workers and Staff Welfare 299823200 269213600Gratuity Expenses 95497100 64570600Bonus 420931500 903597900Employees Training and Uniform expenses 213124000 253129400Total 12664754100 12944732800

HIRA AUTOMOBILES LIMITED

57

27 FINANCE COSTSAs at March 312016 As at March 312015

Interest ExpenseInterest to Banks 4309580000 3483884100Interest on Unsecured loans 1196279800 577607600Interest to Customers (36290200) (95330900)Interest to MSIL (121679800) (50429300)Interest to Bank on Vehicle loan 29667800 43272600Bank Charges 227277200 198230800

Total 5604834800 4157234900

28 OTHER EXPENSESAs at March 312016 As at March 312015

Accessories Expenses 9551600 18313400Festival Expenses 30357200 8141000Donation 13123500 9144500Freight Inward 23896900 26399000Power amp Fuel 913761800 911434100Software Usage Charges 91413600 86473500Entertainment Exp 19129900 29106000Rent Rates amp Taxes 701191800 671145200General Expenses 162725500 138611000Godown Rent 57600000 48125000Insurance 161551400 173705300Legal expenses 43474400 60436900Misc Expenses 7073900 3598300News Paper amp Periodicals 9374100 7947200Outside Labour Expenses 284322400 102072700Payment to the Auditors 48313400 15000000Postage amp Courier Expenses 10683600 13298800Professional Charges 147965200 1006744000Printing amp Stationery 165125400 223093400Repair to Buildings and fixed assets 309177500 427256800MDS Expenses 21264900 35806500Telephone Expenses 326712100 525640000Workshop Expenses 325704400 579373600Vehicle Running Expenses 182200200 225090800Other expenses 18263600 405070100Advertisement ExpensesDiscounts

99310800745200400

118382500821623000

Customer welfare 146224200 161357500Demo Expenses amp PDI Expenses 372510300 437441500Sales Promotion 696744200 773152400Sale Commission amp Incentives 160190000 35180000Pool Cancellation and lifting charges 202092600 166694500Marketing Staff Tour expensesTrue Value Expenses

531070200358105500

581622300442725000

Total 7395406500 8383136200

HIRA AUTOMOBILES LIMITED

58 HIRA AUTOMOBILES LIMITED

Post-Employment BenefitsDefined Contribution PlansA defined contribution plan is a post-employment benefit plan under which the Company pays specifiedContributions to a separate entity The Company makes specified monthly contributions towards ProvidentFund Superannuation Fund and Pension Scheme The Companys contribution is recognized as an expense inthe Profit and Loss Statement during the period in which the employee renders the related service

The Company does not deal with Foreign Currency hence AS-11 ldquoEffect of changes in Foreign Exchangesissued bythe Institute of Chartered Accountantsof India isnot applicable

Cash Flow Statements has been prepared following the indirect method set out in the Accounting Standard-3 on ldquoCash Statements ldquoissued by the Institute of Chartered Accountants of India

(i) Income tax expenses for the period comprise of Current Tax amp Deffered Tax(ii) Current tax is measured at the amount expected to be paid to the tax authorities using the applicable tax

Rates of the Income TaxAct 1961(iii) Deferred Tax is calculated on the timing differences being the difference between accounting income and

taxable income which originates in one period and are capable of reversal in one or more subsequentaccounting periods in accordance with the provisions of Accounting Standard -22 on ldquoAccounting forTaxeson Incomerdquo issued by the Institute of Chartered Accountants of IndiaDeferred tax assets are recognized only to the extent that there is a reasonable certainty that sufficientfuture income will be available except that deferred tax assets in case there are unabsorbed depreciationor losses are recognized if there is virtual certainty that sufficient future taxable income will be available torealize the same

Depreciation on Fixed Assets is provided on the basis of Straight Line Method (SLM) Depreciation isprovided based on useful life of the assets as prescribed in Schedule II to the Companies Act 2013

Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and itis probable that an outflow of resources will be required to settle the obligation and a reliable estimate canbe made Provisions are not discounted to their present value and are determined based on the bestestimate required to settle the obligation at the reporting date These estimates are reviewed at eachreporting date and adjusted to reflect the current best estimatesContingent liabilities are disclosed unless the possibility of outflow of resources is remoteContingent assets are neither recognized nor disclosed in the financial statements

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value Animpairment loss is charged to the Profit and Loss Statement in the year in which an asset is identified asimpaired The impairment loss recognized in prior accounting period is reversed if there has been a changein the estimate of recoverable amount

G) ForeignCurrencyTransaction

H) CashFlowStatements

J) Depreciation

K) ProvisionsandContingent liabilities

L) Impairment ofAssets

I) TaxesonIncome

59 HIRA AUTOMOBILES LIMITED

M) EarningsPer Share

N) Segment Reporting

has been made in accordance with the requirement of Accounting Standard (AS) -20 on Earnings PerShare issued by the Institute of Chartered Accountants of India Diluted Earning per share is the same asBasic Earning per share because there is no potential equity shares which would have dilutive effect onearning per shares to equity shareholders

The Company is Authorized Dealer of Maruti Suzuki India Limited (MSIL) and hence is engaged in thebusiness of sale amp service of MSIL vehicles As the basic nature of sale of variants of vehicles is governedby the same set of risk amp returns these have been grouped as single segment as per AccountingStandard(AS-17) on segment reporting issued by the Institute of Chartered Accountants of India

2 Detail in respect of Opening Stock Sales and Closing Stock as follows

3 (a) During the year the company has recognized the following amounts as Defined Contribution Pan in theProfit and Loss Account

i) Employers Contribution to Provident Fund - Rs 5871 Lacsii) Employers Contribution to Employee State Insurance - Rs 1579 Lacs

The calculation of Earnings Per Share (EPS) as disclosed in the Balance Sheet Abstract

(b) During the year the Company has made provision for Gratuity in books asdesigned benefit plan

4 Subsequent to Accounting Standards -22 Accounting for Taxes on Income Issued by the Institute ofCharteredAccountants of India Deferred Tax Expenses of Rs 120557700 for the periods is recognized inthe profit and LossAmount

Calculation of Deferred TaxLiability is as followsWritten down value of Fixed Assets as on 31032016 (As per Company Act) 168178793Written down value of Fixed Assets as on 31032016 (As per Income Tax Act) 114371729bull Timing Difference 53807064bull Tax 3090 16626383bull Deferred Tax Liability as on 31032016 16626383bull Deferred Tax Liability as on 31042015 15420806bull Deferred Tax Liability to be provided for 1205577

5 Legal amp Professional Fees includes Payments to Auditors comprising as follows-i) Statutory Audit fee Rs 10000000ii) Tax audit and Vat audit Fee Rs 5000000

6 Related Party Disclosure in accordance with Accounting Standard-18

Pacific Finlease Pvt LtdRahul Sidhu Enterprises Pvt LtdRSG Studios Pvt Ltd

(a) Enterprises owned or Significantly Influenced by Directors and their Relatives

60 HIRA AUTOMOBILES LIMITED

Particulars Opening Stock Sales Closing StockQty

825VehiclesSpares ampAccessory

Amount(Rs In Lacs)

37213632756

Qty

5627

Amount(Rs In Lacs)2647068260272

Qty

1131

Amount(Rs In Lacs)

38093031155

b)

Pacific Finlease Pvt Ltd

Rahul Sidhu Enterprises Pvt Ltd

RSGStudios Pvt Ltd

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 1915Interest Recovered during the financial year 207

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 14379Interest Recovered during the financial year 035

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 6229Interest Recovered during the financial year 618

7 Calculation of Earning Per Share is as follows Profit after Tax as per Profit amp Loss Account as on 3132016 5630835

For Basic Earning Per share 2753440For Diluted Earning Per Share 2753440

Basic 219Diluted 219

8 Balance confirmation letters have been obtained from some of the parties on test check basis9 Figures of Previous year have been re-grouped and re classified wherever necessary in order to

conform to the current years presentation

As per our report of even date

No of Equity Share (Face value Rs 10- each)

Detail of transaction for the financial year 2015-16

Earning Per Share

61 HIRA AUTOMOBILES LIMITED

Page 37: HIRAAUTOMOBILESLIMITED - bseindia.com · S. Isher Singh Director Mrs. Neha Sidhu Whole time Director Mrs ... Name Rahulinder Singh Sidhu Age 34 Brief Resume Working as Director in

38

Plant ShowroomLocationsShowroom Locations

Address for correspondence

Related Party Transactions

Compliance

Vigil Mechanism

WhistleBlower Policy

Mandatory Requirements

1 Hira Automobiles Limited Rajbaha Road Patiala Ph No 0175-22091002 Hira Automobiles Limited Malout Road Muktsar Ph No 01633-2620203 Hira Automobiles Limited Village Bhadak Rajpura Ph No 01762-2448814 Hira Automobiles Limited Radha Swami Satsang Road Nabha PhNo 01765-5059595 Hira Automobiles Limited Muktsar Road Malout Ph No01637-2637246 Hira Automobiles Limited Patiala Pehowa Road DevigarhPh No0175-26311527 Hira Automobiles Limited Bathinda Malout Road Gidderbaha8 Hira Automobiles Limited Nabha Road Bhadson9 Hira Automobiles Limited Cheeka road Samana

10 Hira Automobiles Limited Malout Road Killianwali

Following is the address for correspondenceRegistered Office ndash Hira Automobiles Limited 0598 Sector 18-B Chandigarh 160018

There are no materially significant related party transactions that may have potential conflict with the interests ofcompany at large There were transactions with related parties at market price at arms length basis which aredisclosed in Form AOC ndash 2 attached herewith The policy on dealing with related party transactions is availableon web link of the Company

The Company has complied with all the provisions of listing agreement and that no penalties and or strictureshas been imposed on the company by Stock Exchange or SEBI or any statutory authority on any matter relatedto capital markets during the last three years

Detail of Vigil Mechanismis provided in the same heading in Directors Report

Company has formulated the Whistle Blower Policy to safeguard the interest of its stakeholders Directors andemployees to freely communicate and address to the Company their genuine concerns in relation to any illegalor unethical practice being carried out in the Company and that no personnel has been denied access to the auditcommittee

The Company has complied with all the mandatory requirements as stipulated in SEBI (Listing and DisclosureRequirements) Regulations 2015

10 OTHERDISCLOSURES

wwwhiraautomobilescom

HIRA AUTOMOBILES LIMITED

39

MANAGEMENTDISCUSSIONANDANALYSIS REPORT

1 Industrystructureanddevelopment

2 Opportunitiesandthreats

3 Segmentwiseor product wiseperformance

4 Outlook

5 Risksandconcern

6 Internal control systemsandtheir adequacy

HIRA AUTOMOBILES LIMITED

40

7 Discussiononfinancial performancewithrespect tooperational performanceDue to overall recessionary economy and internal competition with the new dealer there has been minoradverse impact on the financial stability of the company with respect to operational performance as the workingcapital limits of the company has increased substantially where as there is no growth in sales In comparison tominor growth in operational performance Profitability of the company has been decreasing during the yearinspite of higher burden of interest expenditure salary and wages and other admistrative expenses

8 HumanRecourses

9 Management of theCompany

Human Resource is considered to be the most prized assetof the company by the management Hence the work-forceis being looked after well and ensured that they remain motivated The 360 degree appraisal system ensures theirsatisfaction and brings out their concerns and bikerings which are addressed by the management immediately Thisimproves the employee-management relationship and makes themwork for the better future of the company

As Company has a large network of branches spread over 14 locations in two district of Patiala and Muktsar eachlocation is being managed by a rich experienced deemed CEO who is also known deemed key managerial personnelAll the branches key Managerial Personnel are reporting directly to CMD sitting at Patiala corporate office of thecompany

HIRA AUTOMOBILES LIMITED

41

COMPLIANCECERTIFICATEBYCHIEFEXECUTIVEOFFICERANDCHIEFFINANCIALOFFICER

We Rahulinder Singh Sidhu Managing Director and Sandeep Rana Chief Financial Officer of the Companyhereby certify thatA We have reviewed financial statements and the cash flow for the year ended 31 March 2016 and that to thebest of our knowledge and belief(1) These statements do not contain any materially untrue statement or omit any material fact or containstatements that might be misleading(2) These statements together present a true and fair view of the company affairs and are in compliance withexisting accounting standards applicable laws and regulationsB There are to the best of our knowledge and belief no transactions entered into by the Company during theyear that are fraudulent illegal or volatile to the companyscode of conductC We accept responsibility for establishing and maintaining internal controls for financial Reporting and that wehave evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting andwe have disclosed to the auditors and the audit committee deficiencies in the design or operation of such internalcontrols if any of which they are aware and the steps they have taken or propose to take to rectify thesedeficienciesD We have indicated to the auditorsand the Audit committee(1) Significant changes in internal control over financial reporting during the year(2) Significant changes in accounting policies during the year and that the same have been disclosed in thenotes to the financial statements and(3) There were no instances of fraud of which they have become aware and the involvement therein of themanagement or an employee having a significant role in the companys internal control system over financialreporting

I Rahulinder Singh Sidhu Managing Director of the Company hereby declare that all Board Members andSenior Management Personnel have affirmed compliance with the code of conduct for the Directors and SeniorManagement Personnel as approved by the Board for the Financial Year ended 31 March 2016

For

st

st

HIRA AUTOMOBILES LIMITED

42

AUDITORS CERTIFICATEONCORPORATEGOVERNANCE

The Board of DirectorsHira Automobiles LimitedChandigarh

We have examined the compliance of conditions of Corporate Governance by Hira Automobiles Limited for thefinancial year ended March 31 2016 as stipulated in the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015

The compliance of conditions of Corporate Governance is the responsibility of the management Ourexamination was limited to procedures and implementation thereof adopted by the company for ensuring thecompliance of the conditions of the Corporate Governance It is neither an audit nor an expression of opinion onthe financial statements of the company

In our opinion and to the best of our information and according to the explanations given to us we certify that thecompany has complied with the conditions of Corporate Governance as stipulated in the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015

We further state that such compliance is neither an assurance as to the future viability of the company nor theefficiency of effectiveness with which the management has conducted the affairs of the company

HIRA AUTOMOBILES LIMITED

43 HIRA AUTOMOBILES LIMITED

4

5

OPINION

REPORTONOTHERLEGALANDREGULATORYREQUIREMENTS

44 HIRA AUTOMOBILES LIMITED

Annexureldquo Ardquoto the Independent Auditors Report on the Standalone Financial Statements of Hira Automobiles Limited(Referred to in paragraph 1 (f) under Report on Other Legal and Regulatory Requirements of our report of evendate)

REPORT ON THE INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING UNDER CLAUSE (i)OF SUBSECTION3 OF SECTION 143 OF THE COMPANIES ACT 2013 (ldquoTHE ACTrdquo)

We have audited the internal financial controls over financial reporting of hira automobiles LIMITED (ldquotheCompanyrdquo) as of March 31 2016 in conjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

The Companys management is responsible for establishing and maintaining internal financial controlsbased onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the ldquoGuidance Noterdquo) issued by the Institute of Chartered Accountants of India These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherence to Companyspolicies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financial information as requiredunder the Companies Act 2013

Our responsibility is to express an opinion on the Companys internal financial controls over financial reportingbased on our audit We conducted our audit in accordance with the Guidance Note and the Standards onAuditing prescribed under Section 143(10) of the Companies Act 2013 to the extent applicable to an audit ofinternal financial controls Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if such controls operatedeffectively in all material respects Our audit involves performing procedures to obtain audit evidence about theadequacy of the internal financial controls system over financial reporting and their operating effectiveness Ouraudit of internal financial controls over financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditors judgement including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internalfinancial controlssystem over financial reporting

MANAGEMENTSRESPONSIBILITYFORINTERNALFINANCIALCONTROLS

AUDITORS RESPONSIBILITY

45 HIRA AUTOMOBILES LIMITED

MEANINGOFINTERNALFINANCIALCONTROLSOVERFINANCIALREPORTING

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVERFINANCIAL REPORTING

OPINION

A companys internal financial control over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles A companys internal financial controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of thecompany (2) provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and that receipts andpayments of the company are being made only in accordance with authorisation of management and directors ofthe company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the companys assets that could have a material effect on the financialstatements

Because of the inherent limitations of internal financial controls over financial reporting including thepossibility of collusion or improper management override of controls material misstatements due to error orfraud may occur and not be detected Also projections of any evaluation of the internal financial controlsover financial reporting to future periods are subject to the risk that the internal financial control over financialreporting may become inadequate because of changes in conditions or that the degree of compliance withthe policies or procedures may deteriorate

in our opinion to the best of our information and according to the explanations given to us the Companyhas in all material respects an adequate internal financial controls system over financial reporting and suchinternal financial controls over financial reporting were operating effectively as at March 31 2016 based onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note

46 HIRA AUTOMOBILES LIMITED

Annexure B To Auditors ReportAnnexure referred to in paragraph 3 of our report of even date

1 (a) The Company has maintained proper records showing full particulars including quantitativedetailsand situation of fixed assets at Corporate Office and in the process of maintaining at outlets

(b) We have been informed that the fixed assets of the company have been physically verified by themanagement at reasonable intervals and no material discrepancies were noticed on such verification

2 (a) As informed to us physical verification of inventory of the company has been conducted by themanagement at reasonable intervals (b) In our opinion and according to the explanations givento us the procedures of Physical verification of inventory followed by the management arereasonable and adequate in relation to the size of the company and the nature of its business

(c) In our opinion and according to the explanations given to us the Company is maintainingproper records of inventory We have been informed that no material discrepancies have been noticedon physical verification as compared to records

3 (a) According to the information and explanation given to us the Company has advanced inter corporatedeposits to three companies covered in the register maintained under section 189 of the CompaniesAct2013 and there is no stipulation as to the time period for recovery of principal and interest amount ofunsecured loan given

(b) Further as there is no stipulation as to the time period for recovery of principal amount ofunsecured loan given we are unable to comment on the overdue amount in respect of thesaid loan

4 In our opinion and according to the information and explanations given to us the Company has compliedwith the provisions of Sections 185 and 186 of the CompaniesAct 2013 in respect of grant of loans makinginvestments and providing guarantees and securities

5 According to the information and explanation given to us the Company has not accepted deposits frompublic Advances from customers for sale of vehicles and against sale promotion schemes run by theCompany to promote its sale are received and paid in the ordinary course of business

6 The maintenance of cost records under section 148(1) of the CompaniesAct 2013 has not been prescribedby the Central government for the Companysince it is not manufacturing Company

7 (a) According to the information and explanations given to us the company is generally regular indepositing all statutory dues including provident fund investor education and protection fundemployees state insurance income tax sales tax wealth tax custom duty excise duty cess and anyother statutory due with appropriate authority during the year

(b) According to the information and explanations given to us there are no disputed amount payables inrespect of provident fund investor education and protection fund employees state insurance incometax sales tax wealth tax customduty excise duty cess by the Company

(c ) No amount was lying with the company which was required to be transferred to investor education andprotection fund in accordance with the relevant provisions of the CompaniesAct 1956 (1 of 1956) andrulesmade there under

8 As informed to us the companyhas not defaulted in repayment of dues to financial institutions or banks

9 As informed to us the company has not given any guarantee for loans taken by others from bank orfinancial institutions

47 HIRA AUTOMOBILES LIMITED

10 As informed to us the proceeds of the term loans taken by the company are applied for the purpose forwhich the loans were obtained

11 Based on the audit procedures performed for the purpose of reporting the true and fair view of the financialstatements and as per the information and explanation given by the management we report that no fraudby the company has been noticed or reported during the course of our audit

48 HIRA AUTOMOBILES LIMITED

49

Particulars Note No As at As atMarch 312016 March 312015

I EQUITY AND LIABILITIES(1) Shareholders funds

(a) Share capital 2 2753440000 2753440000(b) Reserves and Surplus 3 6240053700 5676970200

(2) Non-current liabilities(a) Long term borrowings 4 10202167800 9006585600(b) Deferred tax liabilities (net) 5 1662638300 1542080600(c) Other long-term liabilities 6 5734992800 5067035200

(d) Long-term provisions 7 1339912400 1244415300(3) Current liabilities

(a) Short term Borrowings 8 49363423500 59501393100(b) Trade payables 9 1502741100 6123301200(c) Other current liabilities 10 3671194600 4679162300(d) Short term provisions 11 823155600 789863800

Total 83293719800 96384247300ASSETS

(1) Non-Current assets(a) Fixed assets

(i) Tangible assts 12 16817879700 16711642800(ii) Intangible assets 13 - -

(b) Non-current investments 14 1120000 1120000(d) Long-term loans and advances 15 2618538200 2251312400

(2) Current assets(a) Inventories 16 41208502100 40489156300(b) Trade Receivables 17 14372057700 13922503000(d) Cash and Cash equivalents 18 3697504100 11556587000(e) Short-term Loans and Advances 19 4497240800 11399114400(f) Other Current assets 20 80877200 52811400

Total 83293719800 96384247300

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

(IN RUPEES)

Chairman and Managing Director

Balance Sheet

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies 1

50

Particulars Note No Year Ended Year EndedMarch 312016 March 312015

I Revenue from operations 21 310372896800 323733670200II Other income 22 136994600 525412000III Total Revenue(I+II) 310509891400 324259082200IV Expenses

a Cost of Material Consumed 23 1357073500 1293751900b Purchase of Stock-in-Trade 24 281848216100 294479334400c Changes in Inventories of Finished Goods 25 (719345800) (186205700)d Employee Benefits Expenses 26 12664754100 12944732800e Finance Costs 27 5604834800 4157234900f Depreciation and Amortization expense 12 1358225700 1559476600g Other Expenses 28 7395406500 8383136200

Total Expenses 309509164900 322631461100V Profit before tax (III-IV) 1000726500 1627621100

VI Tax expense(a)Current tax 275985000 473844400(b)Deferred tax 120557700 -

VII Profit for the Year(V-VI) 604183800 1153776700VIII Prior period tax expenses 41100300 75346500IX Earnings per Equity Share(in Rupees) 563083500 1078430200

Basic 219 392Diluted 219 392

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

Profit amp Loss Account

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies

51

Particulars As at March 312016 As at March 312015A Cash Flow from Operating Activities

Net Profit before Tax 1627621100Adjustment forDepreciation 1559476600Interest expenses 4157234900Loss Profit on Sale of Fixed Assets -

Operating ProfitLoss before Working Capital Changes 7344332600Adjustment for(Increase)Decrease in Trade amp Other receivables 940107800(Increase)Decrease in Inventory (186205700)Increase(Decrease) in Trade Payables amp other provisions (4054306400)(Increase)Decrease in Other Loans amp Advances (4635970800)Cash generated from operations (592042500)Taxes Paid (549190900)Previous Year Taxes (Net) -Net Cash from Operating Activities (A) (1141233400)

B Cash Flow from Investing Activities(Purchase) of FixedCapital Expenditure (2227931100)Sale of Fixed Assets 883140700Sale(Purchase) of Investment (315826300)

Net Cash used in Investing Activities (B) (1660616700)C Cash Flow from Finance Activities

Proceeds from Long Term Borrowing (Net) (4869873700)Secured Loan 18024550800Unsecured Loan - 991878400Interest paid (4157234900)Net Cash from Financing Activities (C ) 9989320600

Net increase in Cash and Equivalents (A+B+C) 7187470500Opening Balance of Cash and Cash Equivalents 4369116500

Closing Balance of Cash and Cash Equivalents

1000726500

13582257005604834800

69725800

8033512800

(449554700)(719345800)

(5595236000)68738078008143184100(275985000)

(41100300)7826098800

(1622365700)88177300

(367225800)

(1901414200)

1959036900(10137969600)

(5604834800)(13783767500)

(7859082900)11556587000

3697504100 11556587000

Notes1 Figures in brackets indicate cash outflow2 The above Cash Flow Statement has been prepared under the indirect method set out in AS 3-Cash

Flow Statement as prescribed by Companies (Accouning Stanadards)Rules2006

This is the Cash Flow Statement referred to our report of even date

Cash Flow Statement

HIRA AUTOMOBILES LIMITED

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

For the Year Ended 31 March 2016st

52

Notes to Accounts2 SHARE CAPITAL

As at March 31 2016 As at March 312015(1)AUTHORISED6000000 Equity shares of Rs10-each 6000000000 6000000000

FULLY PAID UP

ISSUEDSUBSCRIBED -2753440 Equity shares of Rs10 each

6000000000 6000000000

2753440000 2753440000

2753440000 2753440000

Shares at the beginning of the accounting Period2753440 Equity shares of Rs10- each 2753440000 2753440000Additions during the year - -Shares outstanding at the end of year 2753440000 2753440000Total 2753440000 2753440000

(a) Rights Preferences and Restrictions Attached to sharesEquity Shares The Company has only one class of equity shares having a par value of Rs 10 per shareEach Shareholder is entitled to one vote per share In the event of liquidation of the company the holder ofequity shares will be entitled to receive any of the remaining of the Company after distribution of allpreferential amounts However no such preferential amount exist currently The distribution will be inproportion to the number of equity shares held by the equity shareholders(b) Detail of Shares held by Shareholders holding more than 5 of the Aggregate Shares in theCompany

Name of Shareholders No of Shares Shareholding as at March31 2016

Rajinder Kaur Bhattal 826000 3000Kuldeep Singh Bhattal 272100 988Rahul Sidhu 270000 981Simran Bajwa 265000 962Manjeet Kaur Sangha 862900 3134

3 RESERVES AND SURPLUSAs at March 312016 As at March 312015

General reserveAt the beginning of the accounting period 723675000

-

-

-

-

723675000Additions during the yearAt the end of the accounting period 723675000 723675000Surplus in Statement of Profit and LossAt the beginning of the accounting period 4953295200 3874865000Additions during the year 563083500 1078430200(balance in statement of profit amp loss ac)prior period expenses written offtransfer tofrom reservesAt the end of the accounting period 5516378700 4953295200

Total 6240053700 56769702004 LONG TERM BORROWINGS

As at March 312016 As at March 312015SECUREDTerm loan(Secured against hypof car and guaranteed bythe directors of the co)

(Secured against Focal Point Properties andguaranteed by directors)

-

5018479300

142138000

5774447600

UNSECUREDLoans from directors 5183688500 3090000000Loans from shareholders and public - -Total 10202167800 9006585600

Term loan

HIRA AUTOMOBILES LIMITED

53

5 DEFERRED TAX LIABILITIES (NET)As at March 312016 As at March 312015

Deferred tax liabilities 1662638300 1542080600Total 1662638300 1542080600

6 OTHER LONG TERM LIABILITIESAs at March 312016 As at March 312015

Sales promotion scheme- Customeradvances

5046479000 4415090000

Security from Employees 688513800 651945200Total 5734992800 5067035200

7 LONG TERM PROVISIONSAs at March 312016 As at March 312015

Gratuity provision 1339912400 1244415300Total 1339912400 1244415300

10 OTHER CURRENT LIABILITIESAs at March 312015

Current maturities of long term debts 880473400 1674618400Interest accrued and due on borrowings - -Value added tax and CST 2185026500 2517359600TDS payable 111535600 157798400Current year taxes payable(net of advance tax) - -

Other payables 494159100 329385900Total 3671194600 4679162300

11 SHORT TERM PROVISIONS

(a) Provisions for employee benefits 823155600 789863800

8 SHORT TERM BORROWINGSAs at March 312016 As at March 312015

Secured loans from banksPunjab National Bank -(secured against hypothecation of stockand book-debts)Gur Mandi Patiala 30680878500 29077205300Gagan Chowk Rajpura 1863121400 1705992300New Grain Market Muktsar and Malout 842363700 757042200Inventory funding 15977059900 27961153300(secured against hypothecation of stockand book-debts)Total 49363423500 59501393100

9 TRADE PAYABLESAs at March 312016 As at March 312015

Sundry Creditors 357269200 2822407500Advance from Parties-Interest free 1145471900 3300893700Total 1502741100 6123301200

HIRA AUTOMOBILES LIMITED

As at March 312016 As at March 312015

Total 823155600 789863800

As at March 312016

54 HIRA AUTOMOBILES LIMITED

14 NON CURRENT INVESTMENTAs at March 312016 As at March 312015

Investment in Shares 1120000 1120000Investment in Mutual Funds - -

Total 1120000 1120000

15 LONG TERM LOANS AND ADVANCESAs at March 312016 As at March 312015

Security Deposits 366283000 337485500(Unsecured considered good unlessOtherwise Stated)Intercorporate Deposits 2252255200 1913826900Total 2618538200 2251312400

16 INVENTORIESAs at March 312016 As at March 312015

(As taken valued amp certified by the management)

Stock in Trade (in respect of goodsacquired for trading )

38093012700 37213584000

Stores Spares amp Loose tools 3115489400 3275572300

Total 41208502100 40489156300

17 TRADE RECEIVABLESAs at March 312016 As at March 312015

(unsecured considered good unlessotherwise stated)(1)Debts outstanding for a period exceeding

six months from the date they are due 513584600 623548900(2)Other debts 13858473100 13298954100Total 14372057700 13922503000

55

18 CASH amp CASH EQUIVALENTS As at March 312016 As at March 312015

(a) Balance with BanksFixed deposits 1260950600 812770600(Earmarked balances with banksheld as margin moneyagainst borrowingsand other commitments)Current accounts 1243916600 6403274200Gold Coins 29547200 29547200(b) Cheques Draft on HandCheques in HandCash in hand

202088500961001200

30714258001239569200

Total 3697504100 11556587000

19 SHORT TERM LOANS amp ADVANCESAs at March 312016 As at March 312015

(Unsecured considered good unlessotherwise stated)advances recoverable in cash orin kind for the value to be received(1)Advance to parties 2541662700 9294257800(2) Receivable from revenue authorities 551783000 569108700(3)Current years taxes recoverable(net ofliability)

332615600 380504500

(4) Other advances 1071179500 1155243400Total 4497240800 11399114400

HIRA AUTOMOBILES LIMITED

56

20 OTHER CURRENT ASSETSAs at March 312016 As at March 312015

Prepaid Expenses 80877200 52811400

Total 52811400

21 REVENUE FROM OPERATIONSAs at March 312016 As at March 312015

Sale of products 290733945600 301324413800Sale of services 9681919400 10435033800

Other operating revenues 9957031800 11974222600310372896800 323733670200

Less Excise duty - -Total 310372896800 323733670200

22 OTHER INCOMEAs at March 312016 As at March 312015

Interest income 87335400 279807100Other Non-operating income 49659200 245604900Total 136994600 525412000

23 COST OF MATERIAL CONSUMEDAs at March 312016 As at March 312015

Purchases Raw-Materials and PackingMaterials

1357073500 1293751900

Add Opening balance of stock - -1357073500 1293751900

Less Closing balance of stock - -Total 1357073500 1293751900

80877200

24 PURCHASE OF STOCK IN TRADEAs at March 312016 As at March 312015

Purchases of Traded goods 281848216100 294479334400

Total 281848216100 294479334400

25 CHANGES IN INVENTORIESAs at March 312016 As at March 312015

Finished Goodsat the beginning of the accounting period - -at the end of the accounting period - -Stock-in-Tradeat the beginning of the accounting period 40489156300 40302950600at the end of the accounting period 41208502100 40489156300Total (719345800) (186205700)

26 EMPLOYEE BENEFIT EXPENSESAs at March 312016 As at March 312015

Salary and Wages 8156996000 9654096800HRA Expenses and other allowance 2733336200 1148756100Contribution to Provident fund 587123100 490338400Contribution to Employees state Insurance fund 157923000 161030000Workers and Staff Welfare 299823200 269213600Gratuity Expenses 95497100 64570600Bonus 420931500 903597900Employees Training and Uniform expenses 213124000 253129400Total 12664754100 12944732800

HIRA AUTOMOBILES LIMITED

57

27 FINANCE COSTSAs at March 312016 As at March 312015

Interest ExpenseInterest to Banks 4309580000 3483884100Interest on Unsecured loans 1196279800 577607600Interest to Customers (36290200) (95330900)Interest to MSIL (121679800) (50429300)Interest to Bank on Vehicle loan 29667800 43272600Bank Charges 227277200 198230800

Total 5604834800 4157234900

28 OTHER EXPENSESAs at March 312016 As at March 312015

Accessories Expenses 9551600 18313400Festival Expenses 30357200 8141000Donation 13123500 9144500Freight Inward 23896900 26399000Power amp Fuel 913761800 911434100Software Usage Charges 91413600 86473500Entertainment Exp 19129900 29106000Rent Rates amp Taxes 701191800 671145200General Expenses 162725500 138611000Godown Rent 57600000 48125000Insurance 161551400 173705300Legal expenses 43474400 60436900Misc Expenses 7073900 3598300News Paper amp Periodicals 9374100 7947200Outside Labour Expenses 284322400 102072700Payment to the Auditors 48313400 15000000Postage amp Courier Expenses 10683600 13298800Professional Charges 147965200 1006744000Printing amp Stationery 165125400 223093400Repair to Buildings and fixed assets 309177500 427256800MDS Expenses 21264900 35806500Telephone Expenses 326712100 525640000Workshop Expenses 325704400 579373600Vehicle Running Expenses 182200200 225090800Other expenses 18263600 405070100Advertisement ExpensesDiscounts

99310800745200400

118382500821623000

Customer welfare 146224200 161357500Demo Expenses amp PDI Expenses 372510300 437441500Sales Promotion 696744200 773152400Sale Commission amp Incentives 160190000 35180000Pool Cancellation and lifting charges 202092600 166694500Marketing Staff Tour expensesTrue Value Expenses

531070200358105500

581622300442725000

Total 7395406500 8383136200

HIRA AUTOMOBILES LIMITED

58 HIRA AUTOMOBILES LIMITED

Post-Employment BenefitsDefined Contribution PlansA defined contribution plan is a post-employment benefit plan under which the Company pays specifiedContributions to a separate entity The Company makes specified monthly contributions towards ProvidentFund Superannuation Fund and Pension Scheme The Companys contribution is recognized as an expense inthe Profit and Loss Statement during the period in which the employee renders the related service

The Company does not deal with Foreign Currency hence AS-11 ldquoEffect of changes in Foreign Exchangesissued bythe Institute of Chartered Accountantsof India isnot applicable

Cash Flow Statements has been prepared following the indirect method set out in the Accounting Standard-3 on ldquoCash Statements ldquoissued by the Institute of Chartered Accountants of India

(i) Income tax expenses for the period comprise of Current Tax amp Deffered Tax(ii) Current tax is measured at the amount expected to be paid to the tax authorities using the applicable tax

Rates of the Income TaxAct 1961(iii) Deferred Tax is calculated on the timing differences being the difference between accounting income and

taxable income which originates in one period and are capable of reversal in one or more subsequentaccounting periods in accordance with the provisions of Accounting Standard -22 on ldquoAccounting forTaxeson Incomerdquo issued by the Institute of Chartered Accountants of IndiaDeferred tax assets are recognized only to the extent that there is a reasonable certainty that sufficientfuture income will be available except that deferred tax assets in case there are unabsorbed depreciationor losses are recognized if there is virtual certainty that sufficient future taxable income will be available torealize the same

Depreciation on Fixed Assets is provided on the basis of Straight Line Method (SLM) Depreciation isprovided based on useful life of the assets as prescribed in Schedule II to the Companies Act 2013

Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and itis probable that an outflow of resources will be required to settle the obligation and a reliable estimate canbe made Provisions are not discounted to their present value and are determined based on the bestestimate required to settle the obligation at the reporting date These estimates are reviewed at eachreporting date and adjusted to reflect the current best estimatesContingent liabilities are disclosed unless the possibility of outflow of resources is remoteContingent assets are neither recognized nor disclosed in the financial statements

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value Animpairment loss is charged to the Profit and Loss Statement in the year in which an asset is identified asimpaired The impairment loss recognized in prior accounting period is reversed if there has been a changein the estimate of recoverable amount

G) ForeignCurrencyTransaction

H) CashFlowStatements

J) Depreciation

K) ProvisionsandContingent liabilities

L) Impairment ofAssets

I) TaxesonIncome

59 HIRA AUTOMOBILES LIMITED

M) EarningsPer Share

N) Segment Reporting

has been made in accordance with the requirement of Accounting Standard (AS) -20 on Earnings PerShare issued by the Institute of Chartered Accountants of India Diluted Earning per share is the same asBasic Earning per share because there is no potential equity shares which would have dilutive effect onearning per shares to equity shareholders

The Company is Authorized Dealer of Maruti Suzuki India Limited (MSIL) and hence is engaged in thebusiness of sale amp service of MSIL vehicles As the basic nature of sale of variants of vehicles is governedby the same set of risk amp returns these have been grouped as single segment as per AccountingStandard(AS-17) on segment reporting issued by the Institute of Chartered Accountants of India

2 Detail in respect of Opening Stock Sales and Closing Stock as follows

3 (a) During the year the company has recognized the following amounts as Defined Contribution Pan in theProfit and Loss Account

i) Employers Contribution to Provident Fund - Rs 5871 Lacsii) Employers Contribution to Employee State Insurance - Rs 1579 Lacs

The calculation of Earnings Per Share (EPS) as disclosed in the Balance Sheet Abstract

(b) During the year the Company has made provision for Gratuity in books asdesigned benefit plan

4 Subsequent to Accounting Standards -22 Accounting for Taxes on Income Issued by the Institute ofCharteredAccountants of India Deferred Tax Expenses of Rs 120557700 for the periods is recognized inthe profit and LossAmount

Calculation of Deferred TaxLiability is as followsWritten down value of Fixed Assets as on 31032016 (As per Company Act) 168178793Written down value of Fixed Assets as on 31032016 (As per Income Tax Act) 114371729bull Timing Difference 53807064bull Tax 3090 16626383bull Deferred Tax Liability as on 31032016 16626383bull Deferred Tax Liability as on 31042015 15420806bull Deferred Tax Liability to be provided for 1205577

5 Legal amp Professional Fees includes Payments to Auditors comprising as follows-i) Statutory Audit fee Rs 10000000ii) Tax audit and Vat audit Fee Rs 5000000

6 Related Party Disclosure in accordance with Accounting Standard-18

Pacific Finlease Pvt LtdRahul Sidhu Enterprises Pvt LtdRSG Studios Pvt Ltd

(a) Enterprises owned or Significantly Influenced by Directors and their Relatives

60 HIRA AUTOMOBILES LIMITED

Particulars Opening Stock Sales Closing StockQty

825VehiclesSpares ampAccessory

Amount(Rs In Lacs)

37213632756

Qty

5627

Amount(Rs In Lacs)2647068260272

Qty

1131

Amount(Rs In Lacs)

38093031155

b)

Pacific Finlease Pvt Ltd

Rahul Sidhu Enterprises Pvt Ltd

RSGStudios Pvt Ltd

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 1915Interest Recovered during the financial year 207

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 14379Interest Recovered during the financial year 035

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 6229Interest Recovered during the financial year 618

7 Calculation of Earning Per Share is as follows Profit after Tax as per Profit amp Loss Account as on 3132016 5630835

For Basic Earning Per share 2753440For Diluted Earning Per Share 2753440

Basic 219Diluted 219

8 Balance confirmation letters have been obtained from some of the parties on test check basis9 Figures of Previous year have been re-grouped and re classified wherever necessary in order to

conform to the current years presentation

As per our report of even date

No of Equity Share (Face value Rs 10- each)

Detail of transaction for the financial year 2015-16

Earning Per Share

61 HIRA AUTOMOBILES LIMITED

Page 38: HIRAAUTOMOBILESLIMITED - bseindia.com · S. Isher Singh Director Mrs. Neha Sidhu Whole time Director Mrs ... Name Rahulinder Singh Sidhu Age 34 Brief Resume Working as Director in

39

MANAGEMENTDISCUSSIONANDANALYSIS REPORT

1 Industrystructureanddevelopment

2 Opportunitiesandthreats

3 Segmentwiseor product wiseperformance

4 Outlook

5 Risksandconcern

6 Internal control systemsandtheir adequacy

HIRA AUTOMOBILES LIMITED

40

7 Discussiononfinancial performancewithrespect tooperational performanceDue to overall recessionary economy and internal competition with the new dealer there has been minoradverse impact on the financial stability of the company with respect to operational performance as the workingcapital limits of the company has increased substantially where as there is no growth in sales In comparison tominor growth in operational performance Profitability of the company has been decreasing during the yearinspite of higher burden of interest expenditure salary and wages and other admistrative expenses

8 HumanRecourses

9 Management of theCompany

Human Resource is considered to be the most prized assetof the company by the management Hence the work-forceis being looked after well and ensured that they remain motivated The 360 degree appraisal system ensures theirsatisfaction and brings out their concerns and bikerings which are addressed by the management immediately Thisimproves the employee-management relationship and makes themwork for the better future of the company

As Company has a large network of branches spread over 14 locations in two district of Patiala and Muktsar eachlocation is being managed by a rich experienced deemed CEO who is also known deemed key managerial personnelAll the branches key Managerial Personnel are reporting directly to CMD sitting at Patiala corporate office of thecompany

HIRA AUTOMOBILES LIMITED

41

COMPLIANCECERTIFICATEBYCHIEFEXECUTIVEOFFICERANDCHIEFFINANCIALOFFICER

We Rahulinder Singh Sidhu Managing Director and Sandeep Rana Chief Financial Officer of the Companyhereby certify thatA We have reviewed financial statements and the cash flow for the year ended 31 March 2016 and that to thebest of our knowledge and belief(1) These statements do not contain any materially untrue statement or omit any material fact or containstatements that might be misleading(2) These statements together present a true and fair view of the company affairs and are in compliance withexisting accounting standards applicable laws and regulationsB There are to the best of our knowledge and belief no transactions entered into by the Company during theyear that are fraudulent illegal or volatile to the companyscode of conductC We accept responsibility for establishing and maintaining internal controls for financial Reporting and that wehave evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting andwe have disclosed to the auditors and the audit committee deficiencies in the design or operation of such internalcontrols if any of which they are aware and the steps they have taken or propose to take to rectify thesedeficienciesD We have indicated to the auditorsand the Audit committee(1) Significant changes in internal control over financial reporting during the year(2) Significant changes in accounting policies during the year and that the same have been disclosed in thenotes to the financial statements and(3) There were no instances of fraud of which they have become aware and the involvement therein of themanagement or an employee having a significant role in the companys internal control system over financialreporting

I Rahulinder Singh Sidhu Managing Director of the Company hereby declare that all Board Members andSenior Management Personnel have affirmed compliance with the code of conduct for the Directors and SeniorManagement Personnel as approved by the Board for the Financial Year ended 31 March 2016

For

st

st

HIRA AUTOMOBILES LIMITED

42

AUDITORS CERTIFICATEONCORPORATEGOVERNANCE

The Board of DirectorsHira Automobiles LimitedChandigarh

We have examined the compliance of conditions of Corporate Governance by Hira Automobiles Limited for thefinancial year ended March 31 2016 as stipulated in the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015

The compliance of conditions of Corporate Governance is the responsibility of the management Ourexamination was limited to procedures and implementation thereof adopted by the company for ensuring thecompliance of the conditions of the Corporate Governance It is neither an audit nor an expression of opinion onthe financial statements of the company

In our opinion and to the best of our information and according to the explanations given to us we certify that thecompany has complied with the conditions of Corporate Governance as stipulated in the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015

We further state that such compliance is neither an assurance as to the future viability of the company nor theefficiency of effectiveness with which the management has conducted the affairs of the company

HIRA AUTOMOBILES LIMITED

43 HIRA AUTOMOBILES LIMITED

4

5

OPINION

REPORTONOTHERLEGALANDREGULATORYREQUIREMENTS

44 HIRA AUTOMOBILES LIMITED

Annexureldquo Ardquoto the Independent Auditors Report on the Standalone Financial Statements of Hira Automobiles Limited(Referred to in paragraph 1 (f) under Report on Other Legal and Regulatory Requirements of our report of evendate)

REPORT ON THE INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING UNDER CLAUSE (i)OF SUBSECTION3 OF SECTION 143 OF THE COMPANIES ACT 2013 (ldquoTHE ACTrdquo)

We have audited the internal financial controls over financial reporting of hira automobiles LIMITED (ldquotheCompanyrdquo) as of March 31 2016 in conjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

The Companys management is responsible for establishing and maintaining internal financial controlsbased onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the ldquoGuidance Noterdquo) issued by the Institute of Chartered Accountants of India These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherence to Companyspolicies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financial information as requiredunder the Companies Act 2013

Our responsibility is to express an opinion on the Companys internal financial controls over financial reportingbased on our audit We conducted our audit in accordance with the Guidance Note and the Standards onAuditing prescribed under Section 143(10) of the Companies Act 2013 to the extent applicable to an audit ofinternal financial controls Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if such controls operatedeffectively in all material respects Our audit involves performing procedures to obtain audit evidence about theadequacy of the internal financial controls system over financial reporting and their operating effectiveness Ouraudit of internal financial controls over financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditors judgement including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internalfinancial controlssystem over financial reporting

MANAGEMENTSRESPONSIBILITYFORINTERNALFINANCIALCONTROLS

AUDITORS RESPONSIBILITY

45 HIRA AUTOMOBILES LIMITED

MEANINGOFINTERNALFINANCIALCONTROLSOVERFINANCIALREPORTING

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVERFINANCIAL REPORTING

OPINION

A companys internal financial control over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles A companys internal financial controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of thecompany (2) provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and that receipts andpayments of the company are being made only in accordance with authorisation of management and directors ofthe company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the companys assets that could have a material effect on the financialstatements

Because of the inherent limitations of internal financial controls over financial reporting including thepossibility of collusion or improper management override of controls material misstatements due to error orfraud may occur and not be detected Also projections of any evaluation of the internal financial controlsover financial reporting to future periods are subject to the risk that the internal financial control over financialreporting may become inadequate because of changes in conditions or that the degree of compliance withthe policies or procedures may deteriorate

in our opinion to the best of our information and according to the explanations given to us the Companyhas in all material respects an adequate internal financial controls system over financial reporting and suchinternal financial controls over financial reporting were operating effectively as at March 31 2016 based onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note

46 HIRA AUTOMOBILES LIMITED

Annexure B To Auditors ReportAnnexure referred to in paragraph 3 of our report of even date

1 (a) The Company has maintained proper records showing full particulars including quantitativedetailsand situation of fixed assets at Corporate Office and in the process of maintaining at outlets

(b) We have been informed that the fixed assets of the company have been physically verified by themanagement at reasonable intervals and no material discrepancies were noticed on such verification

2 (a) As informed to us physical verification of inventory of the company has been conducted by themanagement at reasonable intervals (b) In our opinion and according to the explanations givento us the procedures of Physical verification of inventory followed by the management arereasonable and adequate in relation to the size of the company and the nature of its business

(c) In our opinion and according to the explanations given to us the Company is maintainingproper records of inventory We have been informed that no material discrepancies have been noticedon physical verification as compared to records

3 (a) According to the information and explanation given to us the Company has advanced inter corporatedeposits to three companies covered in the register maintained under section 189 of the CompaniesAct2013 and there is no stipulation as to the time period for recovery of principal and interest amount ofunsecured loan given

(b) Further as there is no stipulation as to the time period for recovery of principal amount ofunsecured loan given we are unable to comment on the overdue amount in respect of thesaid loan

4 In our opinion and according to the information and explanations given to us the Company has compliedwith the provisions of Sections 185 and 186 of the CompaniesAct 2013 in respect of grant of loans makinginvestments and providing guarantees and securities

5 According to the information and explanation given to us the Company has not accepted deposits frompublic Advances from customers for sale of vehicles and against sale promotion schemes run by theCompany to promote its sale are received and paid in the ordinary course of business

6 The maintenance of cost records under section 148(1) of the CompaniesAct 2013 has not been prescribedby the Central government for the Companysince it is not manufacturing Company

7 (a) According to the information and explanations given to us the company is generally regular indepositing all statutory dues including provident fund investor education and protection fundemployees state insurance income tax sales tax wealth tax custom duty excise duty cess and anyother statutory due with appropriate authority during the year

(b) According to the information and explanations given to us there are no disputed amount payables inrespect of provident fund investor education and protection fund employees state insurance incometax sales tax wealth tax customduty excise duty cess by the Company

(c ) No amount was lying with the company which was required to be transferred to investor education andprotection fund in accordance with the relevant provisions of the CompaniesAct 1956 (1 of 1956) andrulesmade there under

8 As informed to us the companyhas not defaulted in repayment of dues to financial institutions or banks

9 As informed to us the company has not given any guarantee for loans taken by others from bank orfinancial institutions

47 HIRA AUTOMOBILES LIMITED

10 As informed to us the proceeds of the term loans taken by the company are applied for the purpose forwhich the loans were obtained

11 Based on the audit procedures performed for the purpose of reporting the true and fair view of the financialstatements and as per the information and explanation given by the management we report that no fraudby the company has been noticed or reported during the course of our audit

48 HIRA AUTOMOBILES LIMITED

49

Particulars Note No As at As atMarch 312016 March 312015

I EQUITY AND LIABILITIES(1) Shareholders funds

(a) Share capital 2 2753440000 2753440000(b) Reserves and Surplus 3 6240053700 5676970200

(2) Non-current liabilities(a) Long term borrowings 4 10202167800 9006585600(b) Deferred tax liabilities (net) 5 1662638300 1542080600(c) Other long-term liabilities 6 5734992800 5067035200

(d) Long-term provisions 7 1339912400 1244415300(3) Current liabilities

(a) Short term Borrowings 8 49363423500 59501393100(b) Trade payables 9 1502741100 6123301200(c) Other current liabilities 10 3671194600 4679162300(d) Short term provisions 11 823155600 789863800

Total 83293719800 96384247300ASSETS

(1) Non-Current assets(a) Fixed assets

(i) Tangible assts 12 16817879700 16711642800(ii) Intangible assets 13 - -

(b) Non-current investments 14 1120000 1120000(d) Long-term loans and advances 15 2618538200 2251312400

(2) Current assets(a) Inventories 16 41208502100 40489156300(b) Trade Receivables 17 14372057700 13922503000(d) Cash and Cash equivalents 18 3697504100 11556587000(e) Short-term Loans and Advances 19 4497240800 11399114400(f) Other Current assets 20 80877200 52811400

Total 83293719800 96384247300

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

(IN RUPEES)

Chairman and Managing Director

Balance Sheet

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies 1

50

Particulars Note No Year Ended Year EndedMarch 312016 March 312015

I Revenue from operations 21 310372896800 323733670200II Other income 22 136994600 525412000III Total Revenue(I+II) 310509891400 324259082200IV Expenses

a Cost of Material Consumed 23 1357073500 1293751900b Purchase of Stock-in-Trade 24 281848216100 294479334400c Changes in Inventories of Finished Goods 25 (719345800) (186205700)d Employee Benefits Expenses 26 12664754100 12944732800e Finance Costs 27 5604834800 4157234900f Depreciation and Amortization expense 12 1358225700 1559476600g Other Expenses 28 7395406500 8383136200

Total Expenses 309509164900 322631461100V Profit before tax (III-IV) 1000726500 1627621100

VI Tax expense(a)Current tax 275985000 473844400(b)Deferred tax 120557700 -

VII Profit for the Year(V-VI) 604183800 1153776700VIII Prior period tax expenses 41100300 75346500IX Earnings per Equity Share(in Rupees) 563083500 1078430200

Basic 219 392Diluted 219 392

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

Profit amp Loss Account

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies

51

Particulars As at March 312016 As at March 312015A Cash Flow from Operating Activities

Net Profit before Tax 1627621100Adjustment forDepreciation 1559476600Interest expenses 4157234900Loss Profit on Sale of Fixed Assets -

Operating ProfitLoss before Working Capital Changes 7344332600Adjustment for(Increase)Decrease in Trade amp Other receivables 940107800(Increase)Decrease in Inventory (186205700)Increase(Decrease) in Trade Payables amp other provisions (4054306400)(Increase)Decrease in Other Loans amp Advances (4635970800)Cash generated from operations (592042500)Taxes Paid (549190900)Previous Year Taxes (Net) -Net Cash from Operating Activities (A) (1141233400)

B Cash Flow from Investing Activities(Purchase) of FixedCapital Expenditure (2227931100)Sale of Fixed Assets 883140700Sale(Purchase) of Investment (315826300)

Net Cash used in Investing Activities (B) (1660616700)C Cash Flow from Finance Activities

Proceeds from Long Term Borrowing (Net) (4869873700)Secured Loan 18024550800Unsecured Loan - 991878400Interest paid (4157234900)Net Cash from Financing Activities (C ) 9989320600

Net increase in Cash and Equivalents (A+B+C) 7187470500Opening Balance of Cash and Cash Equivalents 4369116500

Closing Balance of Cash and Cash Equivalents

1000726500

13582257005604834800

69725800

8033512800

(449554700)(719345800)

(5595236000)68738078008143184100(275985000)

(41100300)7826098800

(1622365700)88177300

(367225800)

(1901414200)

1959036900(10137969600)

(5604834800)(13783767500)

(7859082900)11556587000

3697504100 11556587000

Notes1 Figures in brackets indicate cash outflow2 The above Cash Flow Statement has been prepared under the indirect method set out in AS 3-Cash

Flow Statement as prescribed by Companies (Accouning Stanadards)Rules2006

This is the Cash Flow Statement referred to our report of even date

Cash Flow Statement

HIRA AUTOMOBILES LIMITED

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

For the Year Ended 31 March 2016st

52

Notes to Accounts2 SHARE CAPITAL

As at March 31 2016 As at March 312015(1)AUTHORISED6000000 Equity shares of Rs10-each 6000000000 6000000000

FULLY PAID UP

ISSUEDSUBSCRIBED -2753440 Equity shares of Rs10 each

6000000000 6000000000

2753440000 2753440000

2753440000 2753440000

Shares at the beginning of the accounting Period2753440 Equity shares of Rs10- each 2753440000 2753440000Additions during the year - -Shares outstanding at the end of year 2753440000 2753440000Total 2753440000 2753440000

(a) Rights Preferences and Restrictions Attached to sharesEquity Shares The Company has only one class of equity shares having a par value of Rs 10 per shareEach Shareholder is entitled to one vote per share In the event of liquidation of the company the holder ofequity shares will be entitled to receive any of the remaining of the Company after distribution of allpreferential amounts However no such preferential amount exist currently The distribution will be inproportion to the number of equity shares held by the equity shareholders(b) Detail of Shares held by Shareholders holding more than 5 of the Aggregate Shares in theCompany

Name of Shareholders No of Shares Shareholding as at March31 2016

Rajinder Kaur Bhattal 826000 3000Kuldeep Singh Bhattal 272100 988Rahul Sidhu 270000 981Simran Bajwa 265000 962Manjeet Kaur Sangha 862900 3134

3 RESERVES AND SURPLUSAs at March 312016 As at March 312015

General reserveAt the beginning of the accounting period 723675000

-

-

-

-

723675000Additions during the yearAt the end of the accounting period 723675000 723675000Surplus in Statement of Profit and LossAt the beginning of the accounting period 4953295200 3874865000Additions during the year 563083500 1078430200(balance in statement of profit amp loss ac)prior period expenses written offtransfer tofrom reservesAt the end of the accounting period 5516378700 4953295200

Total 6240053700 56769702004 LONG TERM BORROWINGS

As at March 312016 As at March 312015SECUREDTerm loan(Secured against hypof car and guaranteed bythe directors of the co)

(Secured against Focal Point Properties andguaranteed by directors)

-

5018479300

142138000

5774447600

UNSECUREDLoans from directors 5183688500 3090000000Loans from shareholders and public - -Total 10202167800 9006585600

Term loan

HIRA AUTOMOBILES LIMITED

53

5 DEFERRED TAX LIABILITIES (NET)As at March 312016 As at March 312015

Deferred tax liabilities 1662638300 1542080600Total 1662638300 1542080600

6 OTHER LONG TERM LIABILITIESAs at March 312016 As at March 312015

Sales promotion scheme- Customeradvances

5046479000 4415090000

Security from Employees 688513800 651945200Total 5734992800 5067035200

7 LONG TERM PROVISIONSAs at March 312016 As at March 312015

Gratuity provision 1339912400 1244415300Total 1339912400 1244415300

10 OTHER CURRENT LIABILITIESAs at March 312015

Current maturities of long term debts 880473400 1674618400Interest accrued and due on borrowings - -Value added tax and CST 2185026500 2517359600TDS payable 111535600 157798400Current year taxes payable(net of advance tax) - -

Other payables 494159100 329385900Total 3671194600 4679162300

11 SHORT TERM PROVISIONS

(a) Provisions for employee benefits 823155600 789863800

8 SHORT TERM BORROWINGSAs at March 312016 As at March 312015

Secured loans from banksPunjab National Bank -(secured against hypothecation of stockand book-debts)Gur Mandi Patiala 30680878500 29077205300Gagan Chowk Rajpura 1863121400 1705992300New Grain Market Muktsar and Malout 842363700 757042200Inventory funding 15977059900 27961153300(secured against hypothecation of stockand book-debts)Total 49363423500 59501393100

9 TRADE PAYABLESAs at March 312016 As at March 312015

Sundry Creditors 357269200 2822407500Advance from Parties-Interest free 1145471900 3300893700Total 1502741100 6123301200

HIRA AUTOMOBILES LIMITED

As at March 312016 As at March 312015

Total 823155600 789863800

As at March 312016

54 HIRA AUTOMOBILES LIMITED

14 NON CURRENT INVESTMENTAs at March 312016 As at March 312015

Investment in Shares 1120000 1120000Investment in Mutual Funds - -

Total 1120000 1120000

15 LONG TERM LOANS AND ADVANCESAs at March 312016 As at March 312015

Security Deposits 366283000 337485500(Unsecured considered good unlessOtherwise Stated)Intercorporate Deposits 2252255200 1913826900Total 2618538200 2251312400

16 INVENTORIESAs at March 312016 As at March 312015

(As taken valued amp certified by the management)

Stock in Trade (in respect of goodsacquired for trading )

38093012700 37213584000

Stores Spares amp Loose tools 3115489400 3275572300

Total 41208502100 40489156300

17 TRADE RECEIVABLESAs at March 312016 As at March 312015

(unsecured considered good unlessotherwise stated)(1)Debts outstanding for a period exceeding

six months from the date they are due 513584600 623548900(2)Other debts 13858473100 13298954100Total 14372057700 13922503000

55

18 CASH amp CASH EQUIVALENTS As at March 312016 As at March 312015

(a) Balance with BanksFixed deposits 1260950600 812770600(Earmarked balances with banksheld as margin moneyagainst borrowingsand other commitments)Current accounts 1243916600 6403274200Gold Coins 29547200 29547200(b) Cheques Draft on HandCheques in HandCash in hand

202088500961001200

30714258001239569200

Total 3697504100 11556587000

19 SHORT TERM LOANS amp ADVANCESAs at March 312016 As at March 312015

(Unsecured considered good unlessotherwise stated)advances recoverable in cash orin kind for the value to be received(1)Advance to parties 2541662700 9294257800(2) Receivable from revenue authorities 551783000 569108700(3)Current years taxes recoverable(net ofliability)

332615600 380504500

(4) Other advances 1071179500 1155243400Total 4497240800 11399114400

HIRA AUTOMOBILES LIMITED

56

20 OTHER CURRENT ASSETSAs at March 312016 As at March 312015

Prepaid Expenses 80877200 52811400

Total 52811400

21 REVENUE FROM OPERATIONSAs at March 312016 As at March 312015

Sale of products 290733945600 301324413800Sale of services 9681919400 10435033800

Other operating revenues 9957031800 11974222600310372896800 323733670200

Less Excise duty - -Total 310372896800 323733670200

22 OTHER INCOMEAs at March 312016 As at March 312015

Interest income 87335400 279807100Other Non-operating income 49659200 245604900Total 136994600 525412000

23 COST OF MATERIAL CONSUMEDAs at March 312016 As at March 312015

Purchases Raw-Materials and PackingMaterials

1357073500 1293751900

Add Opening balance of stock - -1357073500 1293751900

Less Closing balance of stock - -Total 1357073500 1293751900

80877200

24 PURCHASE OF STOCK IN TRADEAs at March 312016 As at March 312015

Purchases of Traded goods 281848216100 294479334400

Total 281848216100 294479334400

25 CHANGES IN INVENTORIESAs at March 312016 As at March 312015

Finished Goodsat the beginning of the accounting period - -at the end of the accounting period - -Stock-in-Tradeat the beginning of the accounting period 40489156300 40302950600at the end of the accounting period 41208502100 40489156300Total (719345800) (186205700)

26 EMPLOYEE BENEFIT EXPENSESAs at March 312016 As at March 312015

Salary and Wages 8156996000 9654096800HRA Expenses and other allowance 2733336200 1148756100Contribution to Provident fund 587123100 490338400Contribution to Employees state Insurance fund 157923000 161030000Workers and Staff Welfare 299823200 269213600Gratuity Expenses 95497100 64570600Bonus 420931500 903597900Employees Training and Uniform expenses 213124000 253129400Total 12664754100 12944732800

HIRA AUTOMOBILES LIMITED

57

27 FINANCE COSTSAs at March 312016 As at March 312015

Interest ExpenseInterest to Banks 4309580000 3483884100Interest on Unsecured loans 1196279800 577607600Interest to Customers (36290200) (95330900)Interest to MSIL (121679800) (50429300)Interest to Bank on Vehicle loan 29667800 43272600Bank Charges 227277200 198230800

Total 5604834800 4157234900

28 OTHER EXPENSESAs at March 312016 As at March 312015

Accessories Expenses 9551600 18313400Festival Expenses 30357200 8141000Donation 13123500 9144500Freight Inward 23896900 26399000Power amp Fuel 913761800 911434100Software Usage Charges 91413600 86473500Entertainment Exp 19129900 29106000Rent Rates amp Taxes 701191800 671145200General Expenses 162725500 138611000Godown Rent 57600000 48125000Insurance 161551400 173705300Legal expenses 43474400 60436900Misc Expenses 7073900 3598300News Paper amp Periodicals 9374100 7947200Outside Labour Expenses 284322400 102072700Payment to the Auditors 48313400 15000000Postage amp Courier Expenses 10683600 13298800Professional Charges 147965200 1006744000Printing amp Stationery 165125400 223093400Repair to Buildings and fixed assets 309177500 427256800MDS Expenses 21264900 35806500Telephone Expenses 326712100 525640000Workshop Expenses 325704400 579373600Vehicle Running Expenses 182200200 225090800Other expenses 18263600 405070100Advertisement ExpensesDiscounts

99310800745200400

118382500821623000

Customer welfare 146224200 161357500Demo Expenses amp PDI Expenses 372510300 437441500Sales Promotion 696744200 773152400Sale Commission amp Incentives 160190000 35180000Pool Cancellation and lifting charges 202092600 166694500Marketing Staff Tour expensesTrue Value Expenses

531070200358105500

581622300442725000

Total 7395406500 8383136200

HIRA AUTOMOBILES LIMITED

58 HIRA AUTOMOBILES LIMITED

Post-Employment BenefitsDefined Contribution PlansA defined contribution plan is a post-employment benefit plan under which the Company pays specifiedContributions to a separate entity The Company makes specified monthly contributions towards ProvidentFund Superannuation Fund and Pension Scheme The Companys contribution is recognized as an expense inthe Profit and Loss Statement during the period in which the employee renders the related service

The Company does not deal with Foreign Currency hence AS-11 ldquoEffect of changes in Foreign Exchangesissued bythe Institute of Chartered Accountantsof India isnot applicable

Cash Flow Statements has been prepared following the indirect method set out in the Accounting Standard-3 on ldquoCash Statements ldquoissued by the Institute of Chartered Accountants of India

(i) Income tax expenses for the period comprise of Current Tax amp Deffered Tax(ii) Current tax is measured at the amount expected to be paid to the tax authorities using the applicable tax

Rates of the Income TaxAct 1961(iii) Deferred Tax is calculated on the timing differences being the difference between accounting income and

taxable income which originates in one period and are capable of reversal in one or more subsequentaccounting periods in accordance with the provisions of Accounting Standard -22 on ldquoAccounting forTaxeson Incomerdquo issued by the Institute of Chartered Accountants of IndiaDeferred tax assets are recognized only to the extent that there is a reasonable certainty that sufficientfuture income will be available except that deferred tax assets in case there are unabsorbed depreciationor losses are recognized if there is virtual certainty that sufficient future taxable income will be available torealize the same

Depreciation on Fixed Assets is provided on the basis of Straight Line Method (SLM) Depreciation isprovided based on useful life of the assets as prescribed in Schedule II to the Companies Act 2013

Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and itis probable that an outflow of resources will be required to settle the obligation and a reliable estimate canbe made Provisions are not discounted to their present value and are determined based on the bestestimate required to settle the obligation at the reporting date These estimates are reviewed at eachreporting date and adjusted to reflect the current best estimatesContingent liabilities are disclosed unless the possibility of outflow of resources is remoteContingent assets are neither recognized nor disclosed in the financial statements

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value Animpairment loss is charged to the Profit and Loss Statement in the year in which an asset is identified asimpaired The impairment loss recognized in prior accounting period is reversed if there has been a changein the estimate of recoverable amount

G) ForeignCurrencyTransaction

H) CashFlowStatements

J) Depreciation

K) ProvisionsandContingent liabilities

L) Impairment ofAssets

I) TaxesonIncome

59 HIRA AUTOMOBILES LIMITED

M) EarningsPer Share

N) Segment Reporting

has been made in accordance with the requirement of Accounting Standard (AS) -20 on Earnings PerShare issued by the Institute of Chartered Accountants of India Diluted Earning per share is the same asBasic Earning per share because there is no potential equity shares which would have dilutive effect onearning per shares to equity shareholders

The Company is Authorized Dealer of Maruti Suzuki India Limited (MSIL) and hence is engaged in thebusiness of sale amp service of MSIL vehicles As the basic nature of sale of variants of vehicles is governedby the same set of risk amp returns these have been grouped as single segment as per AccountingStandard(AS-17) on segment reporting issued by the Institute of Chartered Accountants of India

2 Detail in respect of Opening Stock Sales and Closing Stock as follows

3 (a) During the year the company has recognized the following amounts as Defined Contribution Pan in theProfit and Loss Account

i) Employers Contribution to Provident Fund - Rs 5871 Lacsii) Employers Contribution to Employee State Insurance - Rs 1579 Lacs

The calculation of Earnings Per Share (EPS) as disclosed in the Balance Sheet Abstract

(b) During the year the Company has made provision for Gratuity in books asdesigned benefit plan

4 Subsequent to Accounting Standards -22 Accounting for Taxes on Income Issued by the Institute ofCharteredAccountants of India Deferred Tax Expenses of Rs 120557700 for the periods is recognized inthe profit and LossAmount

Calculation of Deferred TaxLiability is as followsWritten down value of Fixed Assets as on 31032016 (As per Company Act) 168178793Written down value of Fixed Assets as on 31032016 (As per Income Tax Act) 114371729bull Timing Difference 53807064bull Tax 3090 16626383bull Deferred Tax Liability as on 31032016 16626383bull Deferred Tax Liability as on 31042015 15420806bull Deferred Tax Liability to be provided for 1205577

5 Legal amp Professional Fees includes Payments to Auditors comprising as follows-i) Statutory Audit fee Rs 10000000ii) Tax audit and Vat audit Fee Rs 5000000

6 Related Party Disclosure in accordance with Accounting Standard-18

Pacific Finlease Pvt LtdRahul Sidhu Enterprises Pvt LtdRSG Studios Pvt Ltd

(a) Enterprises owned or Significantly Influenced by Directors and their Relatives

60 HIRA AUTOMOBILES LIMITED

Particulars Opening Stock Sales Closing StockQty

825VehiclesSpares ampAccessory

Amount(Rs In Lacs)

37213632756

Qty

5627

Amount(Rs In Lacs)2647068260272

Qty

1131

Amount(Rs In Lacs)

38093031155

b)

Pacific Finlease Pvt Ltd

Rahul Sidhu Enterprises Pvt Ltd

RSGStudios Pvt Ltd

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 1915Interest Recovered during the financial year 207

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 14379Interest Recovered during the financial year 035

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 6229Interest Recovered during the financial year 618

7 Calculation of Earning Per Share is as follows Profit after Tax as per Profit amp Loss Account as on 3132016 5630835

For Basic Earning Per share 2753440For Diluted Earning Per Share 2753440

Basic 219Diluted 219

8 Balance confirmation letters have been obtained from some of the parties on test check basis9 Figures of Previous year have been re-grouped and re classified wherever necessary in order to

conform to the current years presentation

As per our report of even date

No of Equity Share (Face value Rs 10- each)

Detail of transaction for the financial year 2015-16

Earning Per Share

61 HIRA AUTOMOBILES LIMITED

Page 39: HIRAAUTOMOBILESLIMITED - bseindia.com · S. Isher Singh Director Mrs. Neha Sidhu Whole time Director Mrs ... Name Rahulinder Singh Sidhu Age 34 Brief Resume Working as Director in

40

7 Discussiononfinancial performancewithrespect tooperational performanceDue to overall recessionary economy and internal competition with the new dealer there has been minoradverse impact on the financial stability of the company with respect to operational performance as the workingcapital limits of the company has increased substantially where as there is no growth in sales In comparison tominor growth in operational performance Profitability of the company has been decreasing during the yearinspite of higher burden of interest expenditure salary and wages and other admistrative expenses

8 HumanRecourses

9 Management of theCompany

Human Resource is considered to be the most prized assetof the company by the management Hence the work-forceis being looked after well and ensured that they remain motivated The 360 degree appraisal system ensures theirsatisfaction and brings out their concerns and bikerings which are addressed by the management immediately Thisimproves the employee-management relationship and makes themwork for the better future of the company

As Company has a large network of branches spread over 14 locations in two district of Patiala and Muktsar eachlocation is being managed by a rich experienced deemed CEO who is also known deemed key managerial personnelAll the branches key Managerial Personnel are reporting directly to CMD sitting at Patiala corporate office of thecompany

HIRA AUTOMOBILES LIMITED

41

COMPLIANCECERTIFICATEBYCHIEFEXECUTIVEOFFICERANDCHIEFFINANCIALOFFICER

We Rahulinder Singh Sidhu Managing Director and Sandeep Rana Chief Financial Officer of the Companyhereby certify thatA We have reviewed financial statements and the cash flow for the year ended 31 March 2016 and that to thebest of our knowledge and belief(1) These statements do not contain any materially untrue statement or omit any material fact or containstatements that might be misleading(2) These statements together present a true and fair view of the company affairs and are in compliance withexisting accounting standards applicable laws and regulationsB There are to the best of our knowledge and belief no transactions entered into by the Company during theyear that are fraudulent illegal or volatile to the companyscode of conductC We accept responsibility for establishing and maintaining internal controls for financial Reporting and that wehave evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting andwe have disclosed to the auditors and the audit committee deficiencies in the design or operation of such internalcontrols if any of which they are aware and the steps they have taken or propose to take to rectify thesedeficienciesD We have indicated to the auditorsand the Audit committee(1) Significant changes in internal control over financial reporting during the year(2) Significant changes in accounting policies during the year and that the same have been disclosed in thenotes to the financial statements and(3) There were no instances of fraud of which they have become aware and the involvement therein of themanagement or an employee having a significant role in the companys internal control system over financialreporting

I Rahulinder Singh Sidhu Managing Director of the Company hereby declare that all Board Members andSenior Management Personnel have affirmed compliance with the code of conduct for the Directors and SeniorManagement Personnel as approved by the Board for the Financial Year ended 31 March 2016

For

st

st

HIRA AUTOMOBILES LIMITED

42

AUDITORS CERTIFICATEONCORPORATEGOVERNANCE

The Board of DirectorsHira Automobiles LimitedChandigarh

We have examined the compliance of conditions of Corporate Governance by Hira Automobiles Limited for thefinancial year ended March 31 2016 as stipulated in the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015

The compliance of conditions of Corporate Governance is the responsibility of the management Ourexamination was limited to procedures and implementation thereof adopted by the company for ensuring thecompliance of the conditions of the Corporate Governance It is neither an audit nor an expression of opinion onthe financial statements of the company

In our opinion and to the best of our information and according to the explanations given to us we certify that thecompany has complied with the conditions of Corporate Governance as stipulated in the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015

We further state that such compliance is neither an assurance as to the future viability of the company nor theefficiency of effectiveness with which the management has conducted the affairs of the company

HIRA AUTOMOBILES LIMITED

43 HIRA AUTOMOBILES LIMITED

4

5

OPINION

REPORTONOTHERLEGALANDREGULATORYREQUIREMENTS

44 HIRA AUTOMOBILES LIMITED

Annexureldquo Ardquoto the Independent Auditors Report on the Standalone Financial Statements of Hira Automobiles Limited(Referred to in paragraph 1 (f) under Report on Other Legal and Regulatory Requirements of our report of evendate)

REPORT ON THE INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING UNDER CLAUSE (i)OF SUBSECTION3 OF SECTION 143 OF THE COMPANIES ACT 2013 (ldquoTHE ACTrdquo)

We have audited the internal financial controls over financial reporting of hira automobiles LIMITED (ldquotheCompanyrdquo) as of March 31 2016 in conjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

The Companys management is responsible for establishing and maintaining internal financial controlsbased onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the ldquoGuidance Noterdquo) issued by the Institute of Chartered Accountants of India These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherence to Companyspolicies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financial information as requiredunder the Companies Act 2013

Our responsibility is to express an opinion on the Companys internal financial controls over financial reportingbased on our audit We conducted our audit in accordance with the Guidance Note and the Standards onAuditing prescribed under Section 143(10) of the Companies Act 2013 to the extent applicable to an audit ofinternal financial controls Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if such controls operatedeffectively in all material respects Our audit involves performing procedures to obtain audit evidence about theadequacy of the internal financial controls system over financial reporting and their operating effectiveness Ouraudit of internal financial controls over financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditors judgement including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internalfinancial controlssystem over financial reporting

MANAGEMENTSRESPONSIBILITYFORINTERNALFINANCIALCONTROLS

AUDITORS RESPONSIBILITY

45 HIRA AUTOMOBILES LIMITED

MEANINGOFINTERNALFINANCIALCONTROLSOVERFINANCIALREPORTING

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVERFINANCIAL REPORTING

OPINION

A companys internal financial control over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles A companys internal financial controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of thecompany (2) provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and that receipts andpayments of the company are being made only in accordance with authorisation of management and directors ofthe company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the companys assets that could have a material effect on the financialstatements

Because of the inherent limitations of internal financial controls over financial reporting including thepossibility of collusion or improper management override of controls material misstatements due to error orfraud may occur and not be detected Also projections of any evaluation of the internal financial controlsover financial reporting to future periods are subject to the risk that the internal financial control over financialreporting may become inadequate because of changes in conditions or that the degree of compliance withthe policies or procedures may deteriorate

in our opinion to the best of our information and according to the explanations given to us the Companyhas in all material respects an adequate internal financial controls system over financial reporting and suchinternal financial controls over financial reporting were operating effectively as at March 31 2016 based onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note

46 HIRA AUTOMOBILES LIMITED

Annexure B To Auditors ReportAnnexure referred to in paragraph 3 of our report of even date

1 (a) The Company has maintained proper records showing full particulars including quantitativedetailsand situation of fixed assets at Corporate Office and in the process of maintaining at outlets

(b) We have been informed that the fixed assets of the company have been physically verified by themanagement at reasonable intervals and no material discrepancies were noticed on such verification

2 (a) As informed to us physical verification of inventory of the company has been conducted by themanagement at reasonable intervals (b) In our opinion and according to the explanations givento us the procedures of Physical verification of inventory followed by the management arereasonable and adequate in relation to the size of the company and the nature of its business

(c) In our opinion and according to the explanations given to us the Company is maintainingproper records of inventory We have been informed that no material discrepancies have been noticedon physical verification as compared to records

3 (a) According to the information and explanation given to us the Company has advanced inter corporatedeposits to three companies covered in the register maintained under section 189 of the CompaniesAct2013 and there is no stipulation as to the time period for recovery of principal and interest amount ofunsecured loan given

(b) Further as there is no stipulation as to the time period for recovery of principal amount ofunsecured loan given we are unable to comment on the overdue amount in respect of thesaid loan

4 In our opinion and according to the information and explanations given to us the Company has compliedwith the provisions of Sections 185 and 186 of the CompaniesAct 2013 in respect of grant of loans makinginvestments and providing guarantees and securities

5 According to the information and explanation given to us the Company has not accepted deposits frompublic Advances from customers for sale of vehicles and against sale promotion schemes run by theCompany to promote its sale are received and paid in the ordinary course of business

6 The maintenance of cost records under section 148(1) of the CompaniesAct 2013 has not been prescribedby the Central government for the Companysince it is not manufacturing Company

7 (a) According to the information and explanations given to us the company is generally regular indepositing all statutory dues including provident fund investor education and protection fundemployees state insurance income tax sales tax wealth tax custom duty excise duty cess and anyother statutory due with appropriate authority during the year

(b) According to the information and explanations given to us there are no disputed amount payables inrespect of provident fund investor education and protection fund employees state insurance incometax sales tax wealth tax customduty excise duty cess by the Company

(c ) No amount was lying with the company which was required to be transferred to investor education andprotection fund in accordance with the relevant provisions of the CompaniesAct 1956 (1 of 1956) andrulesmade there under

8 As informed to us the companyhas not defaulted in repayment of dues to financial institutions or banks

9 As informed to us the company has not given any guarantee for loans taken by others from bank orfinancial institutions

47 HIRA AUTOMOBILES LIMITED

10 As informed to us the proceeds of the term loans taken by the company are applied for the purpose forwhich the loans were obtained

11 Based on the audit procedures performed for the purpose of reporting the true and fair view of the financialstatements and as per the information and explanation given by the management we report that no fraudby the company has been noticed or reported during the course of our audit

48 HIRA AUTOMOBILES LIMITED

49

Particulars Note No As at As atMarch 312016 March 312015

I EQUITY AND LIABILITIES(1) Shareholders funds

(a) Share capital 2 2753440000 2753440000(b) Reserves and Surplus 3 6240053700 5676970200

(2) Non-current liabilities(a) Long term borrowings 4 10202167800 9006585600(b) Deferred tax liabilities (net) 5 1662638300 1542080600(c) Other long-term liabilities 6 5734992800 5067035200

(d) Long-term provisions 7 1339912400 1244415300(3) Current liabilities

(a) Short term Borrowings 8 49363423500 59501393100(b) Trade payables 9 1502741100 6123301200(c) Other current liabilities 10 3671194600 4679162300(d) Short term provisions 11 823155600 789863800

Total 83293719800 96384247300ASSETS

(1) Non-Current assets(a) Fixed assets

(i) Tangible assts 12 16817879700 16711642800(ii) Intangible assets 13 - -

(b) Non-current investments 14 1120000 1120000(d) Long-term loans and advances 15 2618538200 2251312400

(2) Current assets(a) Inventories 16 41208502100 40489156300(b) Trade Receivables 17 14372057700 13922503000(d) Cash and Cash equivalents 18 3697504100 11556587000(e) Short-term Loans and Advances 19 4497240800 11399114400(f) Other Current assets 20 80877200 52811400

Total 83293719800 96384247300

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

(IN RUPEES)

Chairman and Managing Director

Balance Sheet

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies 1

50

Particulars Note No Year Ended Year EndedMarch 312016 March 312015

I Revenue from operations 21 310372896800 323733670200II Other income 22 136994600 525412000III Total Revenue(I+II) 310509891400 324259082200IV Expenses

a Cost of Material Consumed 23 1357073500 1293751900b Purchase of Stock-in-Trade 24 281848216100 294479334400c Changes in Inventories of Finished Goods 25 (719345800) (186205700)d Employee Benefits Expenses 26 12664754100 12944732800e Finance Costs 27 5604834800 4157234900f Depreciation and Amortization expense 12 1358225700 1559476600g Other Expenses 28 7395406500 8383136200

Total Expenses 309509164900 322631461100V Profit before tax (III-IV) 1000726500 1627621100

VI Tax expense(a)Current tax 275985000 473844400(b)Deferred tax 120557700 -

VII Profit for the Year(V-VI) 604183800 1153776700VIII Prior period tax expenses 41100300 75346500IX Earnings per Equity Share(in Rupees) 563083500 1078430200

Basic 219 392Diluted 219 392

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

Profit amp Loss Account

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies

51

Particulars As at March 312016 As at March 312015A Cash Flow from Operating Activities

Net Profit before Tax 1627621100Adjustment forDepreciation 1559476600Interest expenses 4157234900Loss Profit on Sale of Fixed Assets -

Operating ProfitLoss before Working Capital Changes 7344332600Adjustment for(Increase)Decrease in Trade amp Other receivables 940107800(Increase)Decrease in Inventory (186205700)Increase(Decrease) in Trade Payables amp other provisions (4054306400)(Increase)Decrease in Other Loans amp Advances (4635970800)Cash generated from operations (592042500)Taxes Paid (549190900)Previous Year Taxes (Net) -Net Cash from Operating Activities (A) (1141233400)

B Cash Flow from Investing Activities(Purchase) of FixedCapital Expenditure (2227931100)Sale of Fixed Assets 883140700Sale(Purchase) of Investment (315826300)

Net Cash used in Investing Activities (B) (1660616700)C Cash Flow from Finance Activities

Proceeds from Long Term Borrowing (Net) (4869873700)Secured Loan 18024550800Unsecured Loan - 991878400Interest paid (4157234900)Net Cash from Financing Activities (C ) 9989320600

Net increase in Cash and Equivalents (A+B+C) 7187470500Opening Balance of Cash and Cash Equivalents 4369116500

Closing Balance of Cash and Cash Equivalents

1000726500

13582257005604834800

69725800

8033512800

(449554700)(719345800)

(5595236000)68738078008143184100(275985000)

(41100300)7826098800

(1622365700)88177300

(367225800)

(1901414200)

1959036900(10137969600)

(5604834800)(13783767500)

(7859082900)11556587000

3697504100 11556587000

Notes1 Figures in brackets indicate cash outflow2 The above Cash Flow Statement has been prepared under the indirect method set out in AS 3-Cash

Flow Statement as prescribed by Companies (Accouning Stanadards)Rules2006

This is the Cash Flow Statement referred to our report of even date

Cash Flow Statement

HIRA AUTOMOBILES LIMITED

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

For the Year Ended 31 March 2016st

52

Notes to Accounts2 SHARE CAPITAL

As at March 31 2016 As at March 312015(1)AUTHORISED6000000 Equity shares of Rs10-each 6000000000 6000000000

FULLY PAID UP

ISSUEDSUBSCRIBED -2753440 Equity shares of Rs10 each

6000000000 6000000000

2753440000 2753440000

2753440000 2753440000

Shares at the beginning of the accounting Period2753440 Equity shares of Rs10- each 2753440000 2753440000Additions during the year - -Shares outstanding at the end of year 2753440000 2753440000Total 2753440000 2753440000

(a) Rights Preferences and Restrictions Attached to sharesEquity Shares The Company has only one class of equity shares having a par value of Rs 10 per shareEach Shareholder is entitled to one vote per share In the event of liquidation of the company the holder ofequity shares will be entitled to receive any of the remaining of the Company after distribution of allpreferential amounts However no such preferential amount exist currently The distribution will be inproportion to the number of equity shares held by the equity shareholders(b) Detail of Shares held by Shareholders holding more than 5 of the Aggregate Shares in theCompany

Name of Shareholders No of Shares Shareholding as at March31 2016

Rajinder Kaur Bhattal 826000 3000Kuldeep Singh Bhattal 272100 988Rahul Sidhu 270000 981Simran Bajwa 265000 962Manjeet Kaur Sangha 862900 3134

3 RESERVES AND SURPLUSAs at March 312016 As at March 312015

General reserveAt the beginning of the accounting period 723675000

-

-

-

-

723675000Additions during the yearAt the end of the accounting period 723675000 723675000Surplus in Statement of Profit and LossAt the beginning of the accounting period 4953295200 3874865000Additions during the year 563083500 1078430200(balance in statement of profit amp loss ac)prior period expenses written offtransfer tofrom reservesAt the end of the accounting period 5516378700 4953295200

Total 6240053700 56769702004 LONG TERM BORROWINGS

As at March 312016 As at March 312015SECUREDTerm loan(Secured against hypof car and guaranteed bythe directors of the co)

(Secured against Focal Point Properties andguaranteed by directors)

-

5018479300

142138000

5774447600

UNSECUREDLoans from directors 5183688500 3090000000Loans from shareholders and public - -Total 10202167800 9006585600

Term loan

HIRA AUTOMOBILES LIMITED

53

5 DEFERRED TAX LIABILITIES (NET)As at March 312016 As at March 312015

Deferred tax liabilities 1662638300 1542080600Total 1662638300 1542080600

6 OTHER LONG TERM LIABILITIESAs at March 312016 As at March 312015

Sales promotion scheme- Customeradvances

5046479000 4415090000

Security from Employees 688513800 651945200Total 5734992800 5067035200

7 LONG TERM PROVISIONSAs at March 312016 As at March 312015

Gratuity provision 1339912400 1244415300Total 1339912400 1244415300

10 OTHER CURRENT LIABILITIESAs at March 312015

Current maturities of long term debts 880473400 1674618400Interest accrued and due on borrowings - -Value added tax and CST 2185026500 2517359600TDS payable 111535600 157798400Current year taxes payable(net of advance tax) - -

Other payables 494159100 329385900Total 3671194600 4679162300

11 SHORT TERM PROVISIONS

(a) Provisions for employee benefits 823155600 789863800

8 SHORT TERM BORROWINGSAs at March 312016 As at March 312015

Secured loans from banksPunjab National Bank -(secured against hypothecation of stockand book-debts)Gur Mandi Patiala 30680878500 29077205300Gagan Chowk Rajpura 1863121400 1705992300New Grain Market Muktsar and Malout 842363700 757042200Inventory funding 15977059900 27961153300(secured against hypothecation of stockand book-debts)Total 49363423500 59501393100

9 TRADE PAYABLESAs at March 312016 As at March 312015

Sundry Creditors 357269200 2822407500Advance from Parties-Interest free 1145471900 3300893700Total 1502741100 6123301200

HIRA AUTOMOBILES LIMITED

As at March 312016 As at March 312015

Total 823155600 789863800

As at March 312016

54 HIRA AUTOMOBILES LIMITED

14 NON CURRENT INVESTMENTAs at March 312016 As at March 312015

Investment in Shares 1120000 1120000Investment in Mutual Funds - -

Total 1120000 1120000

15 LONG TERM LOANS AND ADVANCESAs at March 312016 As at March 312015

Security Deposits 366283000 337485500(Unsecured considered good unlessOtherwise Stated)Intercorporate Deposits 2252255200 1913826900Total 2618538200 2251312400

16 INVENTORIESAs at March 312016 As at March 312015

(As taken valued amp certified by the management)

Stock in Trade (in respect of goodsacquired for trading )

38093012700 37213584000

Stores Spares amp Loose tools 3115489400 3275572300

Total 41208502100 40489156300

17 TRADE RECEIVABLESAs at March 312016 As at March 312015

(unsecured considered good unlessotherwise stated)(1)Debts outstanding for a period exceeding

six months from the date they are due 513584600 623548900(2)Other debts 13858473100 13298954100Total 14372057700 13922503000

55

18 CASH amp CASH EQUIVALENTS As at March 312016 As at March 312015

(a) Balance with BanksFixed deposits 1260950600 812770600(Earmarked balances with banksheld as margin moneyagainst borrowingsand other commitments)Current accounts 1243916600 6403274200Gold Coins 29547200 29547200(b) Cheques Draft on HandCheques in HandCash in hand

202088500961001200

30714258001239569200

Total 3697504100 11556587000

19 SHORT TERM LOANS amp ADVANCESAs at March 312016 As at March 312015

(Unsecured considered good unlessotherwise stated)advances recoverable in cash orin kind for the value to be received(1)Advance to parties 2541662700 9294257800(2) Receivable from revenue authorities 551783000 569108700(3)Current years taxes recoverable(net ofliability)

332615600 380504500

(4) Other advances 1071179500 1155243400Total 4497240800 11399114400

HIRA AUTOMOBILES LIMITED

56

20 OTHER CURRENT ASSETSAs at March 312016 As at March 312015

Prepaid Expenses 80877200 52811400

Total 52811400

21 REVENUE FROM OPERATIONSAs at March 312016 As at March 312015

Sale of products 290733945600 301324413800Sale of services 9681919400 10435033800

Other operating revenues 9957031800 11974222600310372896800 323733670200

Less Excise duty - -Total 310372896800 323733670200

22 OTHER INCOMEAs at March 312016 As at March 312015

Interest income 87335400 279807100Other Non-operating income 49659200 245604900Total 136994600 525412000

23 COST OF MATERIAL CONSUMEDAs at March 312016 As at March 312015

Purchases Raw-Materials and PackingMaterials

1357073500 1293751900

Add Opening balance of stock - -1357073500 1293751900

Less Closing balance of stock - -Total 1357073500 1293751900

80877200

24 PURCHASE OF STOCK IN TRADEAs at March 312016 As at March 312015

Purchases of Traded goods 281848216100 294479334400

Total 281848216100 294479334400

25 CHANGES IN INVENTORIESAs at March 312016 As at March 312015

Finished Goodsat the beginning of the accounting period - -at the end of the accounting period - -Stock-in-Tradeat the beginning of the accounting period 40489156300 40302950600at the end of the accounting period 41208502100 40489156300Total (719345800) (186205700)

26 EMPLOYEE BENEFIT EXPENSESAs at March 312016 As at March 312015

Salary and Wages 8156996000 9654096800HRA Expenses and other allowance 2733336200 1148756100Contribution to Provident fund 587123100 490338400Contribution to Employees state Insurance fund 157923000 161030000Workers and Staff Welfare 299823200 269213600Gratuity Expenses 95497100 64570600Bonus 420931500 903597900Employees Training and Uniform expenses 213124000 253129400Total 12664754100 12944732800

HIRA AUTOMOBILES LIMITED

57

27 FINANCE COSTSAs at March 312016 As at March 312015

Interest ExpenseInterest to Banks 4309580000 3483884100Interest on Unsecured loans 1196279800 577607600Interest to Customers (36290200) (95330900)Interest to MSIL (121679800) (50429300)Interest to Bank on Vehicle loan 29667800 43272600Bank Charges 227277200 198230800

Total 5604834800 4157234900

28 OTHER EXPENSESAs at March 312016 As at March 312015

Accessories Expenses 9551600 18313400Festival Expenses 30357200 8141000Donation 13123500 9144500Freight Inward 23896900 26399000Power amp Fuel 913761800 911434100Software Usage Charges 91413600 86473500Entertainment Exp 19129900 29106000Rent Rates amp Taxes 701191800 671145200General Expenses 162725500 138611000Godown Rent 57600000 48125000Insurance 161551400 173705300Legal expenses 43474400 60436900Misc Expenses 7073900 3598300News Paper amp Periodicals 9374100 7947200Outside Labour Expenses 284322400 102072700Payment to the Auditors 48313400 15000000Postage amp Courier Expenses 10683600 13298800Professional Charges 147965200 1006744000Printing amp Stationery 165125400 223093400Repair to Buildings and fixed assets 309177500 427256800MDS Expenses 21264900 35806500Telephone Expenses 326712100 525640000Workshop Expenses 325704400 579373600Vehicle Running Expenses 182200200 225090800Other expenses 18263600 405070100Advertisement ExpensesDiscounts

99310800745200400

118382500821623000

Customer welfare 146224200 161357500Demo Expenses amp PDI Expenses 372510300 437441500Sales Promotion 696744200 773152400Sale Commission amp Incentives 160190000 35180000Pool Cancellation and lifting charges 202092600 166694500Marketing Staff Tour expensesTrue Value Expenses

531070200358105500

581622300442725000

Total 7395406500 8383136200

HIRA AUTOMOBILES LIMITED

58 HIRA AUTOMOBILES LIMITED

Post-Employment BenefitsDefined Contribution PlansA defined contribution plan is a post-employment benefit plan under which the Company pays specifiedContributions to a separate entity The Company makes specified monthly contributions towards ProvidentFund Superannuation Fund and Pension Scheme The Companys contribution is recognized as an expense inthe Profit and Loss Statement during the period in which the employee renders the related service

The Company does not deal with Foreign Currency hence AS-11 ldquoEffect of changes in Foreign Exchangesissued bythe Institute of Chartered Accountantsof India isnot applicable

Cash Flow Statements has been prepared following the indirect method set out in the Accounting Standard-3 on ldquoCash Statements ldquoissued by the Institute of Chartered Accountants of India

(i) Income tax expenses for the period comprise of Current Tax amp Deffered Tax(ii) Current tax is measured at the amount expected to be paid to the tax authorities using the applicable tax

Rates of the Income TaxAct 1961(iii) Deferred Tax is calculated on the timing differences being the difference between accounting income and

taxable income which originates in one period and are capable of reversal in one or more subsequentaccounting periods in accordance with the provisions of Accounting Standard -22 on ldquoAccounting forTaxeson Incomerdquo issued by the Institute of Chartered Accountants of IndiaDeferred tax assets are recognized only to the extent that there is a reasonable certainty that sufficientfuture income will be available except that deferred tax assets in case there are unabsorbed depreciationor losses are recognized if there is virtual certainty that sufficient future taxable income will be available torealize the same

Depreciation on Fixed Assets is provided on the basis of Straight Line Method (SLM) Depreciation isprovided based on useful life of the assets as prescribed in Schedule II to the Companies Act 2013

Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and itis probable that an outflow of resources will be required to settle the obligation and a reliable estimate canbe made Provisions are not discounted to their present value and are determined based on the bestestimate required to settle the obligation at the reporting date These estimates are reviewed at eachreporting date and adjusted to reflect the current best estimatesContingent liabilities are disclosed unless the possibility of outflow of resources is remoteContingent assets are neither recognized nor disclosed in the financial statements

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value Animpairment loss is charged to the Profit and Loss Statement in the year in which an asset is identified asimpaired The impairment loss recognized in prior accounting period is reversed if there has been a changein the estimate of recoverable amount

G) ForeignCurrencyTransaction

H) CashFlowStatements

J) Depreciation

K) ProvisionsandContingent liabilities

L) Impairment ofAssets

I) TaxesonIncome

59 HIRA AUTOMOBILES LIMITED

M) EarningsPer Share

N) Segment Reporting

has been made in accordance with the requirement of Accounting Standard (AS) -20 on Earnings PerShare issued by the Institute of Chartered Accountants of India Diluted Earning per share is the same asBasic Earning per share because there is no potential equity shares which would have dilutive effect onearning per shares to equity shareholders

The Company is Authorized Dealer of Maruti Suzuki India Limited (MSIL) and hence is engaged in thebusiness of sale amp service of MSIL vehicles As the basic nature of sale of variants of vehicles is governedby the same set of risk amp returns these have been grouped as single segment as per AccountingStandard(AS-17) on segment reporting issued by the Institute of Chartered Accountants of India

2 Detail in respect of Opening Stock Sales and Closing Stock as follows

3 (a) During the year the company has recognized the following amounts as Defined Contribution Pan in theProfit and Loss Account

i) Employers Contribution to Provident Fund - Rs 5871 Lacsii) Employers Contribution to Employee State Insurance - Rs 1579 Lacs

The calculation of Earnings Per Share (EPS) as disclosed in the Balance Sheet Abstract

(b) During the year the Company has made provision for Gratuity in books asdesigned benefit plan

4 Subsequent to Accounting Standards -22 Accounting for Taxes on Income Issued by the Institute ofCharteredAccountants of India Deferred Tax Expenses of Rs 120557700 for the periods is recognized inthe profit and LossAmount

Calculation of Deferred TaxLiability is as followsWritten down value of Fixed Assets as on 31032016 (As per Company Act) 168178793Written down value of Fixed Assets as on 31032016 (As per Income Tax Act) 114371729bull Timing Difference 53807064bull Tax 3090 16626383bull Deferred Tax Liability as on 31032016 16626383bull Deferred Tax Liability as on 31042015 15420806bull Deferred Tax Liability to be provided for 1205577

5 Legal amp Professional Fees includes Payments to Auditors comprising as follows-i) Statutory Audit fee Rs 10000000ii) Tax audit and Vat audit Fee Rs 5000000

6 Related Party Disclosure in accordance with Accounting Standard-18

Pacific Finlease Pvt LtdRahul Sidhu Enterprises Pvt LtdRSG Studios Pvt Ltd

(a) Enterprises owned or Significantly Influenced by Directors and their Relatives

60 HIRA AUTOMOBILES LIMITED

Particulars Opening Stock Sales Closing StockQty

825VehiclesSpares ampAccessory

Amount(Rs In Lacs)

37213632756

Qty

5627

Amount(Rs In Lacs)2647068260272

Qty

1131

Amount(Rs In Lacs)

38093031155

b)

Pacific Finlease Pvt Ltd

Rahul Sidhu Enterprises Pvt Ltd

RSGStudios Pvt Ltd

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 1915Interest Recovered during the financial year 207

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 14379Interest Recovered during the financial year 035

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 6229Interest Recovered during the financial year 618

7 Calculation of Earning Per Share is as follows Profit after Tax as per Profit amp Loss Account as on 3132016 5630835

For Basic Earning Per share 2753440For Diluted Earning Per Share 2753440

Basic 219Diluted 219

8 Balance confirmation letters have been obtained from some of the parties on test check basis9 Figures of Previous year have been re-grouped and re classified wherever necessary in order to

conform to the current years presentation

As per our report of even date

No of Equity Share (Face value Rs 10- each)

Detail of transaction for the financial year 2015-16

Earning Per Share

61 HIRA AUTOMOBILES LIMITED

Page 40: HIRAAUTOMOBILESLIMITED - bseindia.com · S. Isher Singh Director Mrs. Neha Sidhu Whole time Director Mrs ... Name Rahulinder Singh Sidhu Age 34 Brief Resume Working as Director in

41

COMPLIANCECERTIFICATEBYCHIEFEXECUTIVEOFFICERANDCHIEFFINANCIALOFFICER

We Rahulinder Singh Sidhu Managing Director and Sandeep Rana Chief Financial Officer of the Companyhereby certify thatA We have reviewed financial statements and the cash flow for the year ended 31 March 2016 and that to thebest of our knowledge and belief(1) These statements do not contain any materially untrue statement or omit any material fact or containstatements that might be misleading(2) These statements together present a true and fair view of the company affairs and are in compliance withexisting accounting standards applicable laws and regulationsB There are to the best of our knowledge and belief no transactions entered into by the Company during theyear that are fraudulent illegal or volatile to the companyscode of conductC We accept responsibility for establishing and maintaining internal controls for financial Reporting and that wehave evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting andwe have disclosed to the auditors and the audit committee deficiencies in the design or operation of such internalcontrols if any of which they are aware and the steps they have taken or propose to take to rectify thesedeficienciesD We have indicated to the auditorsand the Audit committee(1) Significant changes in internal control over financial reporting during the year(2) Significant changes in accounting policies during the year and that the same have been disclosed in thenotes to the financial statements and(3) There were no instances of fraud of which they have become aware and the involvement therein of themanagement or an employee having a significant role in the companys internal control system over financialreporting

I Rahulinder Singh Sidhu Managing Director of the Company hereby declare that all Board Members andSenior Management Personnel have affirmed compliance with the code of conduct for the Directors and SeniorManagement Personnel as approved by the Board for the Financial Year ended 31 March 2016

For

st

st

HIRA AUTOMOBILES LIMITED

42

AUDITORS CERTIFICATEONCORPORATEGOVERNANCE

The Board of DirectorsHira Automobiles LimitedChandigarh

We have examined the compliance of conditions of Corporate Governance by Hira Automobiles Limited for thefinancial year ended March 31 2016 as stipulated in the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015

The compliance of conditions of Corporate Governance is the responsibility of the management Ourexamination was limited to procedures and implementation thereof adopted by the company for ensuring thecompliance of the conditions of the Corporate Governance It is neither an audit nor an expression of opinion onthe financial statements of the company

In our opinion and to the best of our information and according to the explanations given to us we certify that thecompany has complied with the conditions of Corporate Governance as stipulated in the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015

We further state that such compliance is neither an assurance as to the future viability of the company nor theefficiency of effectiveness with which the management has conducted the affairs of the company

HIRA AUTOMOBILES LIMITED

43 HIRA AUTOMOBILES LIMITED

4

5

OPINION

REPORTONOTHERLEGALANDREGULATORYREQUIREMENTS

44 HIRA AUTOMOBILES LIMITED

Annexureldquo Ardquoto the Independent Auditors Report on the Standalone Financial Statements of Hira Automobiles Limited(Referred to in paragraph 1 (f) under Report on Other Legal and Regulatory Requirements of our report of evendate)

REPORT ON THE INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING UNDER CLAUSE (i)OF SUBSECTION3 OF SECTION 143 OF THE COMPANIES ACT 2013 (ldquoTHE ACTrdquo)

We have audited the internal financial controls over financial reporting of hira automobiles LIMITED (ldquotheCompanyrdquo) as of March 31 2016 in conjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

The Companys management is responsible for establishing and maintaining internal financial controlsbased onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the ldquoGuidance Noterdquo) issued by the Institute of Chartered Accountants of India These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherence to Companyspolicies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financial information as requiredunder the Companies Act 2013

Our responsibility is to express an opinion on the Companys internal financial controls over financial reportingbased on our audit We conducted our audit in accordance with the Guidance Note and the Standards onAuditing prescribed under Section 143(10) of the Companies Act 2013 to the extent applicable to an audit ofinternal financial controls Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if such controls operatedeffectively in all material respects Our audit involves performing procedures to obtain audit evidence about theadequacy of the internal financial controls system over financial reporting and their operating effectiveness Ouraudit of internal financial controls over financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditors judgement including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internalfinancial controlssystem over financial reporting

MANAGEMENTSRESPONSIBILITYFORINTERNALFINANCIALCONTROLS

AUDITORS RESPONSIBILITY

45 HIRA AUTOMOBILES LIMITED

MEANINGOFINTERNALFINANCIALCONTROLSOVERFINANCIALREPORTING

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVERFINANCIAL REPORTING

OPINION

A companys internal financial control over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles A companys internal financial controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of thecompany (2) provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and that receipts andpayments of the company are being made only in accordance with authorisation of management and directors ofthe company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the companys assets that could have a material effect on the financialstatements

Because of the inherent limitations of internal financial controls over financial reporting including thepossibility of collusion or improper management override of controls material misstatements due to error orfraud may occur and not be detected Also projections of any evaluation of the internal financial controlsover financial reporting to future periods are subject to the risk that the internal financial control over financialreporting may become inadequate because of changes in conditions or that the degree of compliance withthe policies or procedures may deteriorate

in our opinion to the best of our information and according to the explanations given to us the Companyhas in all material respects an adequate internal financial controls system over financial reporting and suchinternal financial controls over financial reporting were operating effectively as at March 31 2016 based onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note

46 HIRA AUTOMOBILES LIMITED

Annexure B To Auditors ReportAnnexure referred to in paragraph 3 of our report of even date

1 (a) The Company has maintained proper records showing full particulars including quantitativedetailsand situation of fixed assets at Corporate Office and in the process of maintaining at outlets

(b) We have been informed that the fixed assets of the company have been physically verified by themanagement at reasonable intervals and no material discrepancies were noticed on such verification

2 (a) As informed to us physical verification of inventory of the company has been conducted by themanagement at reasonable intervals (b) In our opinion and according to the explanations givento us the procedures of Physical verification of inventory followed by the management arereasonable and adequate in relation to the size of the company and the nature of its business

(c) In our opinion and according to the explanations given to us the Company is maintainingproper records of inventory We have been informed that no material discrepancies have been noticedon physical verification as compared to records

3 (a) According to the information and explanation given to us the Company has advanced inter corporatedeposits to three companies covered in the register maintained under section 189 of the CompaniesAct2013 and there is no stipulation as to the time period for recovery of principal and interest amount ofunsecured loan given

(b) Further as there is no stipulation as to the time period for recovery of principal amount ofunsecured loan given we are unable to comment on the overdue amount in respect of thesaid loan

4 In our opinion and according to the information and explanations given to us the Company has compliedwith the provisions of Sections 185 and 186 of the CompaniesAct 2013 in respect of grant of loans makinginvestments and providing guarantees and securities

5 According to the information and explanation given to us the Company has not accepted deposits frompublic Advances from customers for sale of vehicles and against sale promotion schemes run by theCompany to promote its sale are received and paid in the ordinary course of business

6 The maintenance of cost records under section 148(1) of the CompaniesAct 2013 has not been prescribedby the Central government for the Companysince it is not manufacturing Company

7 (a) According to the information and explanations given to us the company is generally regular indepositing all statutory dues including provident fund investor education and protection fundemployees state insurance income tax sales tax wealth tax custom duty excise duty cess and anyother statutory due with appropriate authority during the year

(b) According to the information and explanations given to us there are no disputed amount payables inrespect of provident fund investor education and protection fund employees state insurance incometax sales tax wealth tax customduty excise duty cess by the Company

(c ) No amount was lying with the company which was required to be transferred to investor education andprotection fund in accordance with the relevant provisions of the CompaniesAct 1956 (1 of 1956) andrulesmade there under

8 As informed to us the companyhas not defaulted in repayment of dues to financial institutions or banks

9 As informed to us the company has not given any guarantee for loans taken by others from bank orfinancial institutions

47 HIRA AUTOMOBILES LIMITED

10 As informed to us the proceeds of the term loans taken by the company are applied for the purpose forwhich the loans were obtained

11 Based on the audit procedures performed for the purpose of reporting the true and fair view of the financialstatements and as per the information and explanation given by the management we report that no fraudby the company has been noticed or reported during the course of our audit

48 HIRA AUTOMOBILES LIMITED

49

Particulars Note No As at As atMarch 312016 March 312015

I EQUITY AND LIABILITIES(1) Shareholders funds

(a) Share capital 2 2753440000 2753440000(b) Reserves and Surplus 3 6240053700 5676970200

(2) Non-current liabilities(a) Long term borrowings 4 10202167800 9006585600(b) Deferred tax liabilities (net) 5 1662638300 1542080600(c) Other long-term liabilities 6 5734992800 5067035200

(d) Long-term provisions 7 1339912400 1244415300(3) Current liabilities

(a) Short term Borrowings 8 49363423500 59501393100(b) Trade payables 9 1502741100 6123301200(c) Other current liabilities 10 3671194600 4679162300(d) Short term provisions 11 823155600 789863800

Total 83293719800 96384247300ASSETS

(1) Non-Current assets(a) Fixed assets

(i) Tangible assts 12 16817879700 16711642800(ii) Intangible assets 13 - -

(b) Non-current investments 14 1120000 1120000(d) Long-term loans and advances 15 2618538200 2251312400

(2) Current assets(a) Inventories 16 41208502100 40489156300(b) Trade Receivables 17 14372057700 13922503000(d) Cash and Cash equivalents 18 3697504100 11556587000(e) Short-term Loans and Advances 19 4497240800 11399114400(f) Other Current assets 20 80877200 52811400

Total 83293719800 96384247300

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

(IN RUPEES)

Chairman and Managing Director

Balance Sheet

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies 1

50

Particulars Note No Year Ended Year EndedMarch 312016 March 312015

I Revenue from operations 21 310372896800 323733670200II Other income 22 136994600 525412000III Total Revenue(I+II) 310509891400 324259082200IV Expenses

a Cost of Material Consumed 23 1357073500 1293751900b Purchase of Stock-in-Trade 24 281848216100 294479334400c Changes in Inventories of Finished Goods 25 (719345800) (186205700)d Employee Benefits Expenses 26 12664754100 12944732800e Finance Costs 27 5604834800 4157234900f Depreciation and Amortization expense 12 1358225700 1559476600g Other Expenses 28 7395406500 8383136200

Total Expenses 309509164900 322631461100V Profit before tax (III-IV) 1000726500 1627621100

VI Tax expense(a)Current tax 275985000 473844400(b)Deferred tax 120557700 -

VII Profit for the Year(V-VI) 604183800 1153776700VIII Prior period tax expenses 41100300 75346500IX Earnings per Equity Share(in Rupees) 563083500 1078430200

Basic 219 392Diluted 219 392

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

Profit amp Loss Account

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies

51

Particulars As at March 312016 As at March 312015A Cash Flow from Operating Activities

Net Profit before Tax 1627621100Adjustment forDepreciation 1559476600Interest expenses 4157234900Loss Profit on Sale of Fixed Assets -

Operating ProfitLoss before Working Capital Changes 7344332600Adjustment for(Increase)Decrease in Trade amp Other receivables 940107800(Increase)Decrease in Inventory (186205700)Increase(Decrease) in Trade Payables amp other provisions (4054306400)(Increase)Decrease in Other Loans amp Advances (4635970800)Cash generated from operations (592042500)Taxes Paid (549190900)Previous Year Taxes (Net) -Net Cash from Operating Activities (A) (1141233400)

B Cash Flow from Investing Activities(Purchase) of FixedCapital Expenditure (2227931100)Sale of Fixed Assets 883140700Sale(Purchase) of Investment (315826300)

Net Cash used in Investing Activities (B) (1660616700)C Cash Flow from Finance Activities

Proceeds from Long Term Borrowing (Net) (4869873700)Secured Loan 18024550800Unsecured Loan - 991878400Interest paid (4157234900)Net Cash from Financing Activities (C ) 9989320600

Net increase in Cash and Equivalents (A+B+C) 7187470500Opening Balance of Cash and Cash Equivalents 4369116500

Closing Balance of Cash and Cash Equivalents

1000726500

13582257005604834800

69725800

8033512800

(449554700)(719345800)

(5595236000)68738078008143184100(275985000)

(41100300)7826098800

(1622365700)88177300

(367225800)

(1901414200)

1959036900(10137969600)

(5604834800)(13783767500)

(7859082900)11556587000

3697504100 11556587000

Notes1 Figures in brackets indicate cash outflow2 The above Cash Flow Statement has been prepared under the indirect method set out in AS 3-Cash

Flow Statement as prescribed by Companies (Accouning Stanadards)Rules2006

This is the Cash Flow Statement referred to our report of even date

Cash Flow Statement

HIRA AUTOMOBILES LIMITED

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

For the Year Ended 31 March 2016st

52

Notes to Accounts2 SHARE CAPITAL

As at March 31 2016 As at March 312015(1)AUTHORISED6000000 Equity shares of Rs10-each 6000000000 6000000000

FULLY PAID UP

ISSUEDSUBSCRIBED -2753440 Equity shares of Rs10 each

6000000000 6000000000

2753440000 2753440000

2753440000 2753440000

Shares at the beginning of the accounting Period2753440 Equity shares of Rs10- each 2753440000 2753440000Additions during the year - -Shares outstanding at the end of year 2753440000 2753440000Total 2753440000 2753440000

(a) Rights Preferences and Restrictions Attached to sharesEquity Shares The Company has only one class of equity shares having a par value of Rs 10 per shareEach Shareholder is entitled to one vote per share In the event of liquidation of the company the holder ofequity shares will be entitled to receive any of the remaining of the Company after distribution of allpreferential amounts However no such preferential amount exist currently The distribution will be inproportion to the number of equity shares held by the equity shareholders(b) Detail of Shares held by Shareholders holding more than 5 of the Aggregate Shares in theCompany

Name of Shareholders No of Shares Shareholding as at March31 2016

Rajinder Kaur Bhattal 826000 3000Kuldeep Singh Bhattal 272100 988Rahul Sidhu 270000 981Simran Bajwa 265000 962Manjeet Kaur Sangha 862900 3134

3 RESERVES AND SURPLUSAs at March 312016 As at March 312015

General reserveAt the beginning of the accounting period 723675000

-

-

-

-

723675000Additions during the yearAt the end of the accounting period 723675000 723675000Surplus in Statement of Profit and LossAt the beginning of the accounting period 4953295200 3874865000Additions during the year 563083500 1078430200(balance in statement of profit amp loss ac)prior period expenses written offtransfer tofrom reservesAt the end of the accounting period 5516378700 4953295200

Total 6240053700 56769702004 LONG TERM BORROWINGS

As at March 312016 As at March 312015SECUREDTerm loan(Secured against hypof car and guaranteed bythe directors of the co)

(Secured against Focal Point Properties andguaranteed by directors)

-

5018479300

142138000

5774447600

UNSECUREDLoans from directors 5183688500 3090000000Loans from shareholders and public - -Total 10202167800 9006585600

Term loan

HIRA AUTOMOBILES LIMITED

53

5 DEFERRED TAX LIABILITIES (NET)As at March 312016 As at March 312015

Deferred tax liabilities 1662638300 1542080600Total 1662638300 1542080600

6 OTHER LONG TERM LIABILITIESAs at March 312016 As at March 312015

Sales promotion scheme- Customeradvances

5046479000 4415090000

Security from Employees 688513800 651945200Total 5734992800 5067035200

7 LONG TERM PROVISIONSAs at March 312016 As at March 312015

Gratuity provision 1339912400 1244415300Total 1339912400 1244415300

10 OTHER CURRENT LIABILITIESAs at March 312015

Current maturities of long term debts 880473400 1674618400Interest accrued and due on borrowings - -Value added tax and CST 2185026500 2517359600TDS payable 111535600 157798400Current year taxes payable(net of advance tax) - -

Other payables 494159100 329385900Total 3671194600 4679162300

11 SHORT TERM PROVISIONS

(a) Provisions for employee benefits 823155600 789863800

8 SHORT TERM BORROWINGSAs at March 312016 As at March 312015

Secured loans from banksPunjab National Bank -(secured against hypothecation of stockand book-debts)Gur Mandi Patiala 30680878500 29077205300Gagan Chowk Rajpura 1863121400 1705992300New Grain Market Muktsar and Malout 842363700 757042200Inventory funding 15977059900 27961153300(secured against hypothecation of stockand book-debts)Total 49363423500 59501393100

9 TRADE PAYABLESAs at March 312016 As at March 312015

Sundry Creditors 357269200 2822407500Advance from Parties-Interest free 1145471900 3300893700Total 1502741100 6123301200

HIRA AUTOMOBILES LIMITED

As at March 312016 As at March 312015

Total 823155600 789863800

As at March 312016

54 HIRA AUTOMOBILES LIMITED

14 NON CURRENT INVESTMENTAs at March 312016 As at March 312015

Investment in Shares 1120000 1120000Investment in Mutual Funds - -

Total 1120000 1120000

15 LONG TERM LOANS AND ADVANCESAs at March 312016 As at March 312015

Security Deposits 366283000 337485500(Unsecured considered good unlessOtherwise Stated)Intercorporate Deposits 2252255200 1913826900Total 2618538200 2251312400

16 INVENTORIESAs at March 312016 As at March 312015

(As taken valued amp certified by the management)

Stock in Trade (in respect of goodsacquired for trading )

38093012700 37213584000

Stores Spares amp Loose tools 3115489400 3275572300

Total 41208502100 40489156300

17 TRADE RECEIVABLESAs at March 312016 As at March 312015

(unsecured considered good unlessotherwise stated)(1)Debts outstanding for a period exceeding

six months from the date they are due 513584600 623548900(2)Other debts 13858473100 13298954100Total 14372057700 13922503000

55

18 CASH amp CASH EQUIVALENTS As at March 312016 As at March 312015

(a) Balance with BanksFixed deposits 1260950600 812770600(Earmarked balances with banksheld as margin moneyagainst borrowingsand other commitments)Current accounts 1243916600 6403274200Gold Coins 29547200 29547200(b) Cheques Draft on HandCheques in HandCash in hand

202088500961001200

30714258001239569200

Total 3697504100 11556587000

19 SHORT TERM LOANS amp ADVANCESAs at March 312016 As at March 312015

(Unsecured considered good unlessotherwise stated)advances recoverable in cash orin kind for the value to be received(1)Advance to parties 2541662700 9294257800(2) Receivable from revenue authorities 551783000 569108700(3)Current years taxes recoverable(net ofliability)

332615600 380504500

(4) Other advances 1071179500 1155243400Total 4497240800 11399114400

HIRA AUTOMOBILES LIMITED

56

20 OTHER CURRENT ASSETSAs at March 312016 As at March 312015

Prepaid Expenses 80877200 52811400

Total 52811400

21 REVENUE FROM OPERATIONSAs at March 312016 As at March 312015

Sale of products 290733945600 301324413800Sale of services 9681919400 10435033800

Other operating revenues 9957031800 11974222600310372896800 323733670200

Less Excise duty - -Total 310372896800 323733670200

22 OTHER INCOMEAs at March 312016 As at March 312015

Interest income 87335400 279807100Other Non-operating income 49659200 245604900Total 136994600 525412000

23 COST OF MATERIAL CONSUMEDAs at March 312016 As at March 312015

Purchases Raw-Materials and PackingMaterials

1357073500 1293751900

Add Opening balance of stock - -1357073500 1293751900

Less Closing balance of stock - -Total 1357073500 1293751900

80877200

24 PURCHASE OF STOCK IN TRADEAs at March 312016 As at March 312015

Purchases of Traded goods 281848216100 294479334400

Total 281848216100 294479334400

25 CHANGES IN INVENTORIESAs at March 312016 As at March 312015

Finished Goodsat the beginning of the accounting period - -at the end of the accounting period - -Stock-in-Tradeat the beginning of the accounting period 40489156300 40302950600at the end of the accounting period 41208502100 40489156300Total (719345800) (186205700)

26 EMPLOYEE BENEFIT EXPENSESAs at March 312016 As at March 312015

Salary and Wages 8156996000 9654096800HRA Expenses and other allowance 2733336200 1148756100Contribution to Provident fund 587123100 490338400Contribution to Employees state Insurance fund 157923000 161030000Workers and Staff Welfare 299823200 269213600Gratuity Expenses 95497100 64570600Bonus 420931500 903597900Employees Training and Uniform expenses 213124000 253129400Total 12664754100 12944732800

HIRA AUTOMOBILES LIMITED

57

27 FINANCE COSTSAs at March 312016 As at March 312015

Interest ExpenseInterest to Banks 4309580000 3483884100Interest on Unsecured loans 1196279800 577607600Interest to Customers (36290200) (95330900)Interest to MSIL (121679800) (50429300)Interest to Bank on Vehicle loan 29667800 43272600Bank Charges 227277200 198230800

Total 5604834800 4157234900

28 OTHER EXPENSESAs at March 312016 As at March 312015

Accessories Expenses 9551600 18313400Festival Expenses 30357200 8141000Donation 13123500 9144500Freight Inward 23896900 26399000Power amp Fuel 913761800 911434100Software Usage Charges 91413600 86473500Entertainment Exp 19129900 29106000Rent Rates amp Taxes 701191800 671145200General Expenses 162725500 138611000Godown Rent 57600000 48125000Insurance 161551400 173705300Legal expenses 43474400 60436900Misc Expenses 7073900 3598300News Paper amp Periodicals 9374100 7947200Outside Labour Expenses 284322400 102072700Payment to the Auditors 48313400 15000000Postage amp Courier Expenses 10683600 13298800Professional Charges 147965200 1006744000Printing amp Stationery 165125400 223093400Repair to Buildings and fixed assets 309177500 427256800MDS Expenses 21264900 35806500Telephone Expenses 326712100 525640000Workshop Expenses 325704400 579373600Vehicle Running Expenses 182200200 225090800Other expenses 18263600 405070100Advertisement ExpensesDiscounts

99310800745200400

118382500821623000

Customer welfare 146224200 161357500Demo Expenses amp PDI Expenses 372510300 437441500Sales Promotion 696744200 773152400Sale Commission amp Incentives 160190000 35180000Pool Cancellation and lifting charges 202092600 166694500Marketing Staff Tour expensesTrue Value Expenses

531070200358105500

581622300442725000

Total 7395406500 8383136200

HIRA AUTOMOBILES LIMITED

58 HIRA AUTOMOBILES LIMITED

Post-Employment BenefitsDefined Contribution PlansA defined contribution plan is a post-employment benefit plan under which the Company pays specifiedContributions to a separate entity The Company makes specified monthly contributions towards ProvidentFund Superannuation Fund and Pension Scheme The Companys contribution is recognized as an expense inthe Profit and Loss Statement during the period in which the employee renders the related service

The Company does not deal with Foreign Currency hence AS-11 ldquoEffect of changes in Foreign Exchangesissued bythe Institute of Chartered Accountantsof India isnot applicable

Cash Flow Statements has been prepared following the indirect method set out in the Accounting Standard-3 on ldquoCash Statements ldquoissued by the Institute of Chartered Accountants of India

(i) Income tax expenses for the period comprise of Current Tax amp Deffered Tax(ii) Current tax is measured at the amount expected to be paid to the tax authorities using the applicable tax

Rates of the Income TaxAct 1961(iii) Deferred Tax is calculated on the timing differences being the difference between accounting income and

taxable income which originates in one period and are capable of reversal in one or more subsequentaccounting periods in accordance with the provisions of Accounting Standard -22 on ldquoAccounting forTaxeson Incomerdquo issued by the Institute of Chartered Accountants of IndiaDeferred tax assets are recognized only to the extent that there is a reasonable certainty that sufficientfuture income will be available except that deferred tax assets in case there are unabsorbed depreciationor losses are recognized if there is virtual certainty that sufficient future taxable income will be available torealize the same

Depreciation on Fixed Assets is provided on the basis of Straight Line Method (SLM) Depreciation isprovided based on useful life of the assets as prescribed in Schedule II to the Companies Act 2013

Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and itis probable that an outflow of resources will be required to settle the obligation and a reliable estimate canbe made Provisions are not discounted to their present value and are determined based on the bestestimate required to settle the obligation at the reporting date These estimates are reviewed at eachreporting date and adjusted to reflect the current best estimatesContingent liabilities are disclosed unless the possibility of outflow of resources is remoteContingent assets are neither recognized nor disclosed in the financial statements

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value Animpairment loss is charged to the Profit and Loss Statement in the year in which an asset is identified asimpaired The impairment loss recognized in prior accounting period is reversed if there has been a changein the estimate of recoverable amount

G) ForeignCurrencyTransaction

H) CashFlowStatements

J) Depreciation

K) ProvisionsandContingent liabilities

L) Impairment ofAssets

I) TaxesonIncome

59 HIRA AUTOMOBILES LIMITED

M) EarningsPer Share

N) Segment Reporting

has been made in accordance with the requirement of Accounting Standard (AS) -20 on Earnings PerShare issued by the Institute of Chartered Accountants of India Diluted Earning per share is the same asBasic Earning per share because there is no potential equity shares which would have dilutive effect onearning per shares to equity shareholders

The Company is Authorized Dealer of Maruti Suzuki India Limited (MSIL) and hence is engaged in thebusiness of sale amp service of MSIL vehicles As the basic nature of sale of variants of vehicles is governedby the same set of risk amp returns these have been grouped as single segment as per AccountingStandard(AS-17) on segment reporting issued by the Institute of Chartered Accountants of India

2 Detail in respect of Opening Stock Sales and Closing Stock as follows

3 (a) During the year the company has recognized the following amounts as Defined Contribution Pan in theProfit and Loss Account

i) Employers Contribution to Provident Fund - Rs 5871 Lacsii) Employers Contribution to Employee State Insurance - Rs 1579 Lacs

The calculation of Earnings Per Share (EPS) as disclosed in the Balance Sheet Abstract

(b) During the year the Company has made provision for Gratuity in books asdesigned benefit plan

4 Subsequent to Accounting Standards -22 Accounting for Taxes on Income Issued by the Institute ofCharteredAccountants of India Deferred Tax Expenses of Rs 120557700 for the periods is recognized inthe profit and LossAmount

Calculation of Deferred TaxLiability is as followsWritten down value of Fixed Assets as on 31032016 (As per Company Act) 168178793Written down value of Fixed Assets as on 31032016 (As per Income Tax Act) 114371729bull Timing Difference 53807064bull Tax 3090 16626383bull Deferred Tax Liability as on 31032016 16626383bull Deferred Tax Liability as on 31042015 15420806bull Deferred Tax Liability to be provided for 1205577

5 Legal amp Professional Fees includes Payments to Auditors comprising as follows-i) Statutory Audit fee Rs 10000000ii) Tax audit and Vat audit Fee Rs 5000000

6 Related Party Disclosure in accordance with Accounting Standard-18

Pacific Finlease Pvt LtdRahul Sidhu Enterprises Pvt LtdRSG Studios Pvt Ltd

(a) Enterprises owned or Significantly Influenced by Directors and their Relatives

60 HIRA AUTOMOBILES LIMITED

Particulars Opening Stock Sales Closing StockQty

825VehiclesSpares ampAccessory

Amount(Rs In Lacs)

37213632756

Qty

5627

Amount(Rs In Lacs)2647068260272

Qty

1131

Amount(Rs In Lacs)

38093031155

b)

Pacific Finlease Pvt Ltd

Rahul Sidhu Enterprises Pvt Ltd

RSGStudios Pvt Ltd

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 1915Interest Recovered during the financial year 207

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 14379Interest Recovered during the financial year 035

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 6229Interest Recovered during the financial year 618

7 Calculation of Earning Per Share is as follows Profit after Tax as per Profit amp Loss Account as on 3132016 5630835

For Basic Earning Per share 2753440For Diluted Earning Per Share 2753440

Basic 219Diluted 219

8 Balance confirmation letters have been obtained from some of the parties on test check basis9 Figures of Previous year have been re-grouped and re classified wherever necessary in order to

conform to the current years presentation

As per our report of even date

No of Equity Share (Face value Rs 10- each)

Detail of transaction for the financial year 2015-16

Earning Per Share

61 HIRA AUTOMOBILES LIMITED

Page 41: HIRAAUTOMOBILESLIMITED - bseindia.com · S. Isher Singh Director Mrs. Neha Sidhu Whole time Director Mrs ... Name Rahulinder Singh Sidhu Age 34 Brief Resume Working as Director in

42

AUDITORS CERTIFICATEONCORPORATEGOVERNANCE

The Board of DirectorsHira Automobiles LimitedChandigarh

We have examined the compliance of conditions of Corporate Governance by Hira Automobiles Limited for thefinancial year ended March 31 2016 as stipulated in the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015

The compliance of conditions of Corporate Governance is the responsibility of the management Ourexamination was limited to procedures and implementation thereof adopted by the company for ensuring thecompliance of the conditions of the Corporate Governance It is neither an audit nor an expression of opinion onthe financial statements of the company

In our opinion and to the best of our information and according to the explanations given to us we certify that thecompany has complied with the conditions of Corporate Governance as stipulated in the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015

We further state that such compliance is neither an assurance as to the future viability of the company nor theefficiency of effectiveness with which the management has conducted the affairs of the company

HIRA AUTOMOBILES LIMITED

43 HIRA AUTOMOBILES LIMITED

4

5

OPINION

REPORTONOTHERLEGALANDREGULATORYREQUIREMENTS

44 HIRA AUTOMOBILES LIMITED

Annexureldquo Ardquoto the Independent Auditors Report on the Standalone Financial Statements of Hira Automobiles Limited(Referred to in paragraph 1 (f) under Report on Other Legal and Regulatory Requirements of our report of evendate)

REPORT ON THE INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING UNDER CLAUSE (i)OF SUBSECTION3 OF SECTION 143 OF THE COMPANIES ACT 2013 (ldquoTHE ACTrdquo)

We have audited the internal financial controls over financial reporting of hira automobiles LIMITED (ldquotheCompanyrdquo) as of March 31 2016 in conjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

The Companys management is responsible for establishing and maintaining internal financial controlsbased onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the ldquoGuidance Noterdquo) issued by the Institute of Chartered Accountants of India These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherence to Companyspolicies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financial information as requiredunder the Companies Act 2013

Our responsibility is to express an opinion on the Companys internal financial controls over financial reportingbased on our audit We conducted our audit in accordance with the Guidance Note and the Standards onAuditing prescribed under Section 143(10) of the Companies Act 2013 to the extent applicable to an audit ofinternal financial controls Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if such controls operatedeffectively in all material respects Our audit involves performing procedures to obtain audit evidence about theadequacy of the internal financial controls system over financial reporting and their operating effectiveness Ouraudit of internal financial controls over financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditors judgement including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internalfinancial controlssystem over financial reporting

MANAGEMENTSRESPONSIBILITYFORINTERNALFINANCIALCONTROLS

AUDITORS RESPONSIBILITY

45 HIRA AUTOMOBILES LIMITED

MEANINGOFINTERNALFINANCIALCONTROLSOVERFINANCIALREPORTING

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVERFINANCIAL REPORTING

OPINION

A companys internal financial control over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles A companys internal financial controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of thecompany (2) provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and that receipts andpayments of the company are being made only in accordance with authorisation of management and directors ofthe company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the companys assets that could have a material effect on the financialstatements

Because of the inherent limitations of internal financial controls over financial reporting including thepossibility of collusion or improper management override of controls material misstatements due to error orfraud may occur and not be detected Also projections of any evaluation of the internal financial controlsover financial reporting to future periods are subject to the risk that the internal financial control over financialreporting may become inadequate because of changes in conditions or that the degree of compliance withthe policies or procedures may deteriorate

in our opinion to the best of our information and according to the explanations given to us the Companyhas in all material respects an adequate internal financial controls system over financial reporting and suchinternal financial controls over financial reporting were operating effectively as at March 31 2016 based onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note

46 HIRA AUTOMOBILES LIMITED

Annexure B To Auditors ReportAnnexure referred to in paragraph 3 of our report of even date

1 (a) The Company has maintained proper records showing full particulars including quantitativedetailsand situation of fixed assets at Corporate Office and in the process of maintaining at outlets

(b) We have been informed that the fixed assets of the company have been physically verified by themanagement at reasonable intervals and no material discrepancies were noticed on such verification

2 (a) As informed to us physical verification of inventory of the company has been conducted by themanagement at reasonable intervals (b) In our opinion and according to the explanations givento us the procedures of Physical verification of inventory followed by the management arereasonable and adequate in relation to the size of the company and the nature of its business

(c) In our opinion and according to the explanations given to us the Company is maintainingproper records of inventory We have been informed that no material discrepancies have been noticedon physical verification as compared to records

3 (a) According to the information and explanation given to us the Company has advanced inter corporatedeposits to three companies covered in the register maintained under section 189 of the CompaniesAct2013 and there is no stipulation as to the time period for recovery of principal and interest amount ofunsecured loan given

(b) Further as there is no stipulation as to the time period for recovery of principal amount ofunsecured loan given we are unable to comment on the overdue amount in respect of thesaid loan

4 In our opinion and according to the information and explanations given to us the Company has compliedwith the provisions of Sections 185 and 186 of the CompaniesAct 2013 in respect of grant of loans makinginvestments and providing guarantees and securities

5 According to the information and explanation given to us the Company has not accepted deposits frompublic Advances from customers for sale of vehicles and against sale promotion schemes run by theCompany to promote its sale are received and paid in the ordinary course of business

6 The maintenance of cost records under section 148(1) of the CompaniesAct 2013 has not been prescribedby the Central government for the Companysince it is not manufacturing Company

7 (a) According to the information and explanations given to us the company is generally regular indepositing all statutory dues including provident fund investor education and protection fundemployees state insurance income tax sales tax wealth tax custom duty excise duty cess and anyother statutory due with appropriate authority during the year

(b) According to the information and explanations given to us there are no disputed amount payables inrespect of provident fund investor education and protection fund employees state insurance incometax sales tax wealth tax customduty excise duty cess by the Company

(c ) No amount was lying with the company which was required to be transferred to investor education andprotection fund in accordance with the relevant provisions of the CompaniesAct 1956 (1 of 1956) andrulesmade there under

8 As informed to us the companyhas not defaulted in repayment of dues to financial institutions or banks

9 As informed to us the company has not given any guarantee for loans taken by others from bank orfinancial institutions

47 HIRA AUTOMOBILES LIMITED

10 As informed to us the proceeds of the term loans taken by the company are applied for the purpose forwhich the loans were obtained

11 Based on the audit procedures performed for the purpose of reporting the true and fair view of the financialstatements and as per the information and explanation given by the management we report that no fraudby the company has been noticed or reported during the course of our audit

48 HIRA AUTOMOBILES LIMITED

49

Particulars Note No As at As atMarch 312016 March 312015

I EQUITY AND LIABILITIES(1) Shareholders funds

(a) Share capital 2 2753440000 2753440000(b) Reserves and Surplus 3 6240053700 5676970200

(2) Non-current liabilities(a) Long term borrowings 4 10202167800 9006585600(b) Deferred tax liabilities (net) 5 1662638300 1542080600(c) Other long-term liabilities 6 5734992800 5067035200

(d) Long-term provisions 7 1339912400 1244415300(3) Current liabilities

(a) Short term Borrowings 8 49363423500 59501393100(b) Trade payables 9 1502741100 6123301200(c) Other current liabilities 10 3671194600 4679162300(d) Short term provisions 11 823155600 789863800

Total 83293719800 96384247300ASSETS

(1) Non-Current assets(a) Fixed assets

(i) Tangible assts 12 16817879700 16711642800(ii) Intangible assets 13 - -

(b) Non-current investments 14 1120000 1120000(d) Long-term loans and advances 15 2618538200 2251312400

(2) Current assets(a) Inventories 16 41208502100 40489156300(b) Trade Receivables 17 14372057700 13922503000(d) Cash and Cash equivalents 18 3697504100 11556587000(e) Short-term Loans and Advances 19 4497240800 11399114400(f) Other Current assets 20 80877200 52811400

Total 83293719800 96384247300

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

(IN RUPEES)

Chairman and Managing Director

Balance Sheet

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies 1

50

Particulars Note No Year Ended Year EndedMarch 312016 March 312015

I Revenue from operations 21 310372896800 323733670200II Other income 22 136994600 525412000III Total Revenue(I+II) 310509891400 324259082200IV Expenses

a Cost of Material Consumed 23 1357073500 1293751900b Purchase of Stock-in-Trade 24 281848216100 294479334400c Changes in Inventories of Finished Goods 25 (719345800) (186205700)d Employee Benefits Expenses 26 12664754100 12944732800e Finance Costs 27 5604834800 4157234900f Depreciation and Amortization expense 12 1358225700 1559476600g Other Expenses 28 7395406500 8383136200

Total Expenses 309509164900 322631461100V Profit before tax (III-IV) 1000726500 1627621100

VI Tax expense(a)Current tax 275985000 473844400(b)Deferred tax 120557700 -

VII Profit for the Year(V-VI) 604183800 1153776700VIII Prior period tax expenses 41100300 75346500IX Earnings per Equity Share(in Rupees) 563083500 1078430200

Basic 219 392Diluted 219 392

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

Profit amp Loss Account

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies

51

Particulars As at March 312016 As at March 312015A Cash Flow from Operating Activities

Net Profit before Tax 1627621100Adjustment forDepreciation 1559476600Interest expenses 4157234900Loss Profit on Sale of Fixed Assets -

Operating ProfitLoss before Working Capital Changes 7344332600Adjustment for(Increase)Decrease in Trade amp Other receivables 940107800(Increase)Decrease in Inventory (186205700)Increase(Decrease) in Trade Payables amp other provisions (4054306400)(Increase)Decrease in Other Loans amp Advances (4635970800)Cash generated from operations (592042500)Taxes Paid (549190900)Previous Year Taxes (Net) -Net Cash from Operating Activities (A) (1141233400)

B Cash Flow from Investing Activities(Purchase) of FixedCapital Expenditure (2227931100)Sale of Fixed Assets 883140700Sale(Purchase) of Investment (315826300)

Net Cash used in Investing Activities (B) (1660616700)C Cash Flow from Finance Activities

Proceeds from Long Term Borrowing (Net) (4869873700)Secured Loan 18024550800Unsecured Loan - 991878400Interest paid (4157234900)Net Cash from Financing Activities (C ) 9989320600

Net increase in Cash and Equivalents (A+B+C) 7187470500Opening Balance of Cash and Cash Equivalents 4369116500

Closing Balance of Cash and Cash Equivalents

1000726500

13582257005604834800

69725800

8033512800

(449554700)(719345800)

(5595236000)68738078008143184100(275985000)

(41100300)7826098800

(1622365700)88177300

(367225800)

(1901414200)

1959036900(10137969600)

(5604834800)(13783767500)

(7859082900)11556587000

3697504100 11556587000

Notes1 Figures in brackets indicate cash outflow2 The above Cash Flow Statement has been prepared under the indirect method set out in AS 3-Cash

Flow Statement as prescribed by Companies (Accouning Stanadards)Rules2006

This is the Cash Flow Statement referred to our report of even date

Cash Flow Statement

HIRA AUTOMOBILES LIMITED

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

For the Year Ended 31 March 2016st

52

Notes to Accounts2 SHARE CAPITAL

As at March 31 2016 As at March 312015(1)AUTHORISED6000000 Equity shares of Rs10-each 6000000000 6000000000

FULLY PAID UP

ISSUEDSUBSCRIBED -2753440 Equity shares of Rs10 each

6000000000 6000000000

2753440000 2753440000

2753440000 2753440000

Shares at the beginning of the accounting Period2753440 Equity shares of Rs10- each 2753440000 2753440000Additions during the year - -Shares outstanding at the end of year 2753440000 2753440000Total 2753440000 2753440000

(a) Rights Preferences and Restrictions Attached to sharesEquity Shares The Company has only one class of equity shares having a par value of Rs 10 per shareEach Shareholder is entitled to one vote per share In the event of liquidation of the company the holder ofequity shares will be entitled to receive any of the remaining of the Company after distribution of allpreferential amounts However no such preferential amount exist currently The distribution will be inproportion to the number of equity shares held by the equity shareholders(b) Detail of Shares held by Shareholders holding more than 5 of the Aggregate Shares in theCompany

Name of Shareholders No of Shares Shareholding as at March31 2016

Rajinder Kaur Bhattal 826000 3000Kuldeep Singh Bhattal 272100 988Rahul Sidhu 270000 981Simran Bajwa 265000 962Manjeet Kaur Sangha 862900 3134

3 RESERVES AND SURPLUSAs at March 312016 As at March 312015

General reserveAt the beginning of the accounting period 723675000

-

-

-

-

723675000Additions during the yearAt the end of the accounting period 723675000 723675000Surplus in Statement of Profit and LossAt the beginning of the accounting period 4953295200 3874865000Additions during the year 563083500 1078430200(balance in statement of profit amp loss ac)prior period expenses written offtransfer tofrom reservesAt the end of the accounting period 5516378700 4953295200

Total 6240053700 56769702004 LONG TERM BORROWINGS

As at March 312016 As at March 312015SECUREDTerm loan(Secured against hypof car and guaranteed bythe directors of the co)

(Secured against Focal Point Properties andguaranteed by directors)

-

5018479300

142138000

5774447600

UNSECUREDLoans from directors 5183688500 3090000000Loans from shareholders and public - -Total 10202167800 9006585600

Term loan

HIRA AUTOMOBILES LIMITED

53

5 DEFERRED TAX LIABILITIES (NET)As at March 312016 As at March 312015

Deferred tax liabilities 1662638300 1542080600Total 1662638300 1542080600

6 OTHER LONG TERM LIABILITIESAs at March 312016 As at March 312015

Sales promotion scheme- Customeradvances

5046479000 4415090000

Security from Employees 688513800 651945200Total 5734992800 5067035200

7 LONG TERM PROVISIONSAs at March 312016 As at March 312015

Gratuity provision 1339912400 1244415300Total 1339912400 1244415300

10 OTHER CURRENT LIABILITIESAs at March 312015

Current maturities of long term debts 880473400 1674618400Interest accrued and due on borrowings - -Value added tax and CST 2185026500 2517359600TDS payable 111535600 157798400Current year taxes payable(net of advance tax) - -

Other payables 494159100 329385900Total 3671194600 4679162300

11 SHORT TERM PROVISIONS

(a) Provisions for employee benefits 823155600 789863800

8 SHORT TERM BORROWINGSAs at March 312016 As at March 312015

Secured loans from banksPunjab National Bank -(secured against hypothecation of stockand book-debts)Gur Mandi Patiala 30680878500 29077205300Gagan Chowk Rajpura 1863121400 1705992300New Grain Market Muktsar and Malout 842363700 757042200Inventory funding 15977059900 27961153300(secured against hypothecation of stockand book-debts)Total 49363423500 59501393100

9 TRADE PAYABLESAs at March 312016 As at March 312015

Sundry Creditors 357269200 2822407500Advance from Parties-Interest free 1145471900 3300893700Total 1502741100 6123301200

HIRA AUTOMOBILES LIMITED

As at March 312016 As at March 312015

Total 823155600 789863800

As at March 312016

54 HIRA AUTOMOBILES LIMITED

14 NON CURRENT INVESTMENTAs at March 312016 As at March 312015

Investment in Shares 1120000 1120000Investment in Mutual Funds - -

Total 1120000 1120000

15 LONG TERM LOANS AND ADVANCESAs at March 312016 As at March 312015

Security Deposits 366283000 337485500(Unsecured considered good unlessOtherwise Stated)Intercorporate Deposits 2252255200 1913826900Total 2618538200 2251312400

16 INVENTORIESAs at March 312016 As at March 312015

(As taken valued amp certified by the management)

Stock in Trade (in respect of goodsacquired for trading )

38093012700 37213584000

Stores Spares amp Loose tools 3115489400 3275572300

Total 41208502100 40489156300

17 TRADE RECEIVABLESAs at March 312016 As at March 312015

(unsecured considered good unlessotherwise stated)(1)Debts outstanding for a period exceeding

six months from the date they are due 513584600 623548900(2)Other debts 13858473100 13298954100Total 14372057700 13922503000

55

18 CASH amp CASH EQUIVALENTS As at March 312016 As at March 312015

(a) Balance with BanksFixed deposits 1260950600 812770600(Earmarked balances with banksheld as margin moneyagainst borrowingsand other commitments)Current accounts 1243916600 6403274200Gold Coins 29547200 29547200(b) Cheques Draft on HandCheques in HandCash in hand

202088500961001200

30714258001239569200

Total 3697504100 11556587000

19 SHORT TERM LOANS amp ADVANCESAs at March 312016 As at March 312015

(Unsecured considered good unlessotherwise stated)advances recoverable in cash orin kind for the value to be received(1)Advance to parties 2541662700 9294257800(2) Receivable from revenue authorities 551783000 569108700(3)Current years taxes recoverable(net ofliability)

332615600 380504500

(4) Other advances 1071179500 1155243400Total 4497240800 11399114400

HIRA AUTOMOBILES LIMITED

56

20 OTHER CURRENT ASSETSAs at March 312016 As at March 312015

Prepaid Expenses 80877200 52811400

Total 52811400

21 REVENUE FROM OPERATIONSAs at March 312016 As at March 312015

Sale of products 290733945600 301324413800Sale of services 9681919400 10435033800

Other operating revenues 9957031800 11974222600310372896800 323733670200

Less Excise duty - -Total 310372896800 323733670200

22 OTHER INCOMEAs at March 312016 As at March 312015

Interest income 87335400 279807100Other Non-operating income 49659200 245604900Total 136994600 525412000

23 COST OF MATERIAL CONSUMEDAs at March 312016 As at March 312015

Purchases Raw-Materials and PackingMaterials

1357073500 1293751900

Add Opening balance of stock - -1357073500 1293751900

Less Closing balance of stock - -Total 1357073500 1293751900

80877200

24 PURCHASE OF STOCK IN TRADEAs at March 312016 As at March 312015

Purchases of Traded goods 281848216100 294479334400

Total 281848216100 294479334400

25 CHANGES IN INVENTORIESAs at March 312016 As at March 312015

Finished Goodsat the beginning of the accounting period - -at the end of the accounting period - -Stock-in-Tradeat the beginning of the accounting period 40489156300 40302950600at the end of the accounting period 41208502100 40489156300Total (719345800) (186205700)

26 EMPLOYEE BENEFIT EXPENSESAs at March 312016 As at March 312015

Salary and Wages 8156996000 9654096800HRA Expenses and other allowance 2733336200 1148756100Contribution to Provident fund 587123100 490338400Contribution to Employees state Insurance fund 157923000 161030000Workers and Staff Welfare 299823200 269213600Gratuity Expenses 95497100 64570600Bonus 420931500 903597900Employees Training and Uniform expenses 213124000 253129400Total 12664754100 12944732800

HIRA AUTOMOBILES LIMITED

57

27 FINANCE COSTSAs at March 312016 As at March 312015

Interest ExpenseInterest to Banks 4309580000 3483884100Interest on Unsecured loans 1196279800 577607600Interest to Customers (36290200) (95330900)Interest to MSIL (121679800) (50429300)Interest to Bank on Vehicle loan 29667800 43272600Bank Charges 227277200 198230800

Total 5604834800 4157234900

28 OTHER EXPENSESAs at March 312016 As at March 312015

Accessories Expenses 9551600 18313400Festival Expenses 30357200 8141000Donation 13123500 9144500Freight Inward 23896900 26399000Power amp Fuel 913761800 911434100Software Usage Charges 91413600 86473500Entertainment Exp 19129900 29106000Rent Rates amp Taxes 701191800 671145200General Expenses 162725500 138611000Godown Rent 57600000 48125000Insurance 161551400 173705300Legal expenses 43474400 60436900Misc Expenses 7073900 3598300News Paper amp Periodicals 9374100 7947200Outside Labour Expenses 284322400 102072700Payment to the Auditors 48313400 15000000Postage amp Courier Expenses 10683600 13298800Professional Charges 147965200 1006744000Printing amp Stationery 165125400 223093400Repair to Buildings and fixed assets 309177500 427256800MDS Expenses 21264900 35806500Telephone Expenses 326712100 525640000Workshop Expenses 325704400 579373600Vehicle Running Expenses 182200200 225090800Other expenses 18263600 405070100Advertisement ExpensesDiscounts

99310800745200400

118382500821623000

Customer welfare 146224200 161357500Demo Expenses amp PDI Expenses 372510300 437441500Sales Promotion 696744200 773152400Sale Commission amp Incentives 160190000 35180000Pool Cancellation and lifting charges 202092600 166694500Marketing Staff Tour expensesTrue Value Expenses

531070200358105500

581622300442725000

Total 7395406500 8383136200

HIRA AUTOMOBILES LIMITED

58 HIRA AUTOMOBILES LIMITED

Post-Employment BenefitsDefined Contribution PlansA defined contribution plan is a post-employment benefit plan under which the Company pays specifiedContributions to a separate entity The Company makes specified monthly contributions towards ProvidentFund Superannuation Fund and Pension Scheme The Companys contribution is recognized as an expense inthe Profit and Loss Statement during the period in which the employee renders the related service

The Company does not deal with Foreign Currency hence AS-11 ldquoEffect of changes in Foreign Exchangesissued bythe Institute of Chartered Accountantsof India isnot applicable

Cash Flow Statements has been prepared following the indirect method set out in the Accounting Standard-3 on ldquoCash Statements ldquoissued by the Institute of Chartered Accountants of India

(i) Income tax expenses for the period comprise of Current Tax amp Deffered Tax(ii) Current tax is measured at the amount expected to be paid to the tax authorities using the applicable tax

Rates of the Income TaxAct 1961(iii) Deferred Tax is calculated on the timing differences being the difference between accounting income and

taxable income which originates in one period and are capable of reversal in one or more subsequentaccounting periods in accordance with the provisions of Accounting Standard -22 on ldquoAccounting forTaxeson Incomerdquo issued by the Institute of Chartered Accountants of IndiaDeferred tax assets are recognized only to the extent that there is a reasonable certainty that sufficientfuture income will be available except that deferred tax assets in case there are unabsorbed depreciationor losses are recognized if there is virtual certainty that sufficient future taxable income will be available torealize the same

Depreciation on Fixed Assets is provided on the basis of Straight Line Method (SLM) Depreciation isprovided based on useful life of the assets as prescribed in Schedule II to the Companies Act 2013

Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and itis probable that an outflow of resources will be required to settle the obligation and a reliable estimate canbe made Provisions are not discounted to their present value and are determined based on the bestestimate required to settle the obligation at the reporting date These estimates are reviewed at eachreporting date and adjusted to reflect the current best estimatesContingent liabilities are disclosed unless the possibility of outflow of resources is remoteContingent assets are neither recognized nor disclosed in the financial statements

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value Animpairment loss is charged to the Profit and Loss Statement in the year in which an asset is identified asimpaired The impairment loss recognized in prior accounting period is reversed if there has been a changein the estimate of recoverable amount

G) ForeignCurrencyTransaction

H) CashFlowStatements

J) Depreciation

K) ProvisionsandContingent liabilities

L) Impairment ofAssets

I) TaxesonIncome

59 HIRA AUTOMOBILES LIMITED

M) EarningsPer Share

N) Segment Reporting

has been made in accordance with the requirement of Accounting Standard (AS) -20 on Earnings PerShare issued by the Institute of Chartered Accountants of India Diluted Earning per share is the same asBasic Earning per share because there is no potential equity shares which would have dilutive effect onearning per shares to equity shareholders

The Company is Authorized Dealer of Maruti Suzuki India Limited (MSIL) and hence is engaged in thebusiness of sale amp service of MSIL vehicles As the basic nature of sale of variants of vehicles is governedby the same set of risk amp returns these have been grouped as single segment as per AccountingStandard(AS-17) on segment reporting issued by the Institute of Chartered Accountants of India

2 Detail in respect of Opening Stock Sales and Closing Stock as follows

3 (a) During the year the company has recognized the following amounts as Defined Contribution Pan in theProfit and Loss Account

i) Employers Contribution to Provident Fund - Rs 5871 Lacsii) Employers Contribution to Employee State Insurance - Rs 1579 Lacs

The calculation of Earnings Per Share (EPS) as disclosed in the Balance Sheet Abstract

(b) During the year the Company has made provision for Gratuity in books asdesigned benefit plan

4 Subsequent to Accounting Standards -22 Accounting for Taxes on Income Issued by the Institute ofCharteredAccountants of India Deferred Tax Expenses of Rs 120557700 for the periods is recognized inthe profit and LossAmount

Calculation of Deferred TaxLiability is as followsWritten down value of Fixed Assets as on 31032016 (As per Company Act) 168178793Written down value of Fixed Assets as on 31032016 (As per Income Tax Act) 114371729bull Timing Difference 53807064bull Tax 3090 16626383bull Deferred Tax Liability as on 31032016 16626383bull Deferred Tax Liability as on 31042015 15420806bull Deferred Tax Liability to be provided for 1205577

5 Legal amp Professional Fees includes Payments to Auditors comprising as follows-i) Statutory Audit fee Rs 10000000ii) Tax audit and Vat audit Fee Rs 5000000

6 Related Party Disclosure in accordance with Accounting Standard-18

Pacific Finlease Pvt LtdRahul Sidhu Enterprises Pvt LtdRSG Studios Pvt Ltd

(a) Enterprises owned or Significantly Influenced by Directors and their Relatives

60 HIRA AUTOMOBILES LIMITED

Particulars Opening Stock Sales Closing StockQty

825VehiclesSpares ampAccessory

Amount(Rs In Lacs)

37213632756

Qty

5627

Amount(Rs In Lacs)2647068260272

Qty

1131

Amount(Rs In Lacs)

38093031155

b)

Pacific Finlease Pvt Ltd

Rahul Sidhu Enterprises Pvt Ltd

RSGStudios Pvt Ltd

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 1915Interest Recovered during the financial year 207

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 14379Interest Recovered during the financial year 035

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 6229Interest Recovered during the financial year 618

7 Calculation of Earning Per Share is as follows Profit after Tax as per Profit amp Loss Account as on 3132016 5630835

For Basic Earning Per share 2753440For Diluted Earning Per Share 2753440

Basic 219Diluted 219

8 Balance confirmation letters have been obtained from some of the parties on test check basis9 Figures of Previous year have been re-grouped and re classified wherever necessary in order to

conform to the current years presentation

As per our report of even date

No of Equity Share (Face value Rs 10- each)

Detail of transaction for the financial year 2015-16

Earning Per Share

61 HIRA AUTOMOBILES LIMITED

Page 42: HIRAAUTOMOBILESLIMITED - bseindia.com · S. Isher Singh Director Mrs. Neha Sidhu Whole time Director Mrs ... Name Rahulinder Singh Sidhu Age 34 Brief Resume Working as Director in

43 HIRA AUTOMOBILES LIMITED

4

5

OPINION

REPORTONOTHERLEGALANDREGULATORYREQUIREMENTS

44 HIRA AUTOMOBILES LIMITED

Annexureldquo Ardquoto the Independent Auditors Report on the Standalone Financial Statements of Hira Automobiles Limited(Referred to in paragraph 1 (f) under Report on Other Legal and Regulatory Requirements of our report of evendate)

REPORT ON THE INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING UNDER CLAUSE (i)OF SUBSECTION3 OF SECTION 143 OF THE COMPANIES ACT 2013 (ldquoTHE ACTrdquo)

We have audited the internal financial controls over financial reporting of hira automobiles LIMITED (ldquotheCompanyrdquo) as of March 31 2016 in conjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

The Companys management is responsible for establishing and maintaining internal financial controlsbased onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the ldquoGuidance Noterdquo) issued by the Institute of Chartered Accountants of India These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherence to Companyspolicies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financial information as requiredunder the Companies Act 2013

Our responsibility is to express an opinion on the Companys internal financial controls over financial reportingbased on our audit We conducted our audit in accordance with the Guidance Note and the Standards onAuditing prescribed under Section 143(10) of the Companies Act 2013 to the extent applicable to an audit ofinternal financial controls Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if such controls operatedeffectively in all material respects Our audit involves performing procedures to obtain audit evidence about theadequacy of the internal financial controls system over financial reporting and their operating effectiveness Ouraudit of internal financial controls over financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditors judgement including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internalfinancial controlssystem over financial reporting

MANAGEMENTSRESPONSIBILITYFORINTERNALFINANCIALCONTROLS

AUDITORS RESPONSIBILITY

45 HIRA AUTOMOBILES LIMITED

MEANINGOFINTERNALFINANCIALCONTROLSOVERFINANCIALREPORTING

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVERFINANCIAL REPORTING

OPINION

A companys internal financial control over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles A companys internal financial controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of thecompany (2) provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and that receipts andpayments of the company are being made only in accordance with authorisation of management and directors ofthe company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the companys assets that could have a material effect on the financialstatements

Because of the inherent limitations of internal financial controls over financial reporting including thepossibility of collusion or improper management override of controls material misstatements due to error orfraud may occur and not be detected Also projections of any evaluation of the internal financial controlsover financial reporting to future periods are subject to the risk that the internal financial control over financialreporting may become inadequate because of changes in conditions or that the degree of compliance withthe policies or procedures may deteriorate

in our opinion to the best of our information and according to the explanations given to us the Companyhas in all material respects an adequate internal financial controls system over financial reporting and suchinternal financial controls over financial reporting were operating effectively as at March 31 2016 based onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note

46 HIRA AUTOMOBILES LIMITED

Annexure B To Auditors ReportAnnexure referred to in paragraph 3 of our report of even date

1 (a) The Company has maintained proper records showing full particulars including quantitativedetailsand situation of fixed assets at Corporate Office and in the process of maintaining at outlets

(b) We have been informed that the fixed assets of the company have been physically verified by themanagement at reasonable intervals and no material discrepancies were noticed on such verification

2 (a) As informed to us physical verification of inventory of the company has been conducted by themanagement at reasonable intervals (b) In our opinion and according to the explanations givento us the procedures of Physical verification of inventory followed by the management arereasonable and adequate in relation to the size of the company and the nature of its business

(c) In our opinion and according to the explanations given to us the Company is maintainingproper records of inventory We have been informed that no material discrepancies have been noticedon physical verification as compared to records

3 (a) According to the information and explanation given to us the Company has advanced inter corporatedeposits to three companies covered in the register maintained under section 189 of the CompaniesAct2013 and there is no stipulation as to the time period for recovery of principal and interest amount ofunsecured loan given

(b) Further as there is no stipulation as to the time period for recovery of principal amount ofunsecured loan given we are unable to comment on the overdue amount in respect of thesaid loan

4 In our opinion and according to the information and explanations given to us the Company has compliedwith the provisions of Sections 185 and 186 of the CompaniesAct 2013 in respect of grant of loans makinginvestments and providing guarantees and securities

5 According to the information and explanation given to us the Company has not accepted deposits frompublic Advances from customers for sale of vehicles and against sale promotion schemes run by theCompany to promote its sale are received and paid in the ordinary course of business

6 The maintenance of cost records under section 148(1) of the CompaniesAct 2013 has not been prescribedby the Central government for the Companysince it is not manufacturing Company

7 (a) According to the information and explanations given to us the company is generally regular indepositing all statutory dues including provident fund investor education and protection fundemployees state insurance income tax sales tax wealth tax custom duty excise duty cess and anyother statutory due with appropriate authority during the year

(b) According to the information and explanations given to us there are no disputed amount payables inrespect of provident fund investor education and protection fund employees state insurance incometax sales tax wealth tax customduty excise duty cess by the Company

(c ) No amount was lying with the company which was required to be transferred to investor education andprotection fund in accordance with the relevant provisions of the CompaniesAct 1956 (1 of 1956) andrulesmade there under

8 As informed to us the companyhas not defaulted in repayment of dues to financial institutions or banks

9 As informed to us the company has not given any guarantee for loans taken by others from bank orfinancial institutions

47 HIRA AUTOMOBILES LIMITED

10 As informed to us the proceeds of the term loans taken by the company are applied for the purpose forwhich the loans were obtained

11 Based on the audit procedures performed for the purpose of reporting the true and fair view of the financialstatements and as per the information and explanation given by the management we report that no fraudby the company has been noticed or reported during the course of our audit

48 HIRA AUTOMOBILES LIMITED

49

Particulars Note No As at As atMarch 312016 March 312015

I EQUITY AND LIABILITIES(1) Shareholders funds

(a) Share capital 2 2753440000 2753440000(b) Reserves and Surplus 3 6240053700 5676970200

(2) Non-current liabilities(a) Long term borrowings 4 10202167800 9006585600(b) Deferred tax liabilities (net) 5 1662638300 1542080600(c) Other long-term liabilities 6 5734992800 5067035200

(d) Long-term provisions 7 1339912400 1244415300(3) Current liabilities

(a) Short term Borrowings 8 49363423500 59501393100(b) Trade payables 9 1502741100 6123301200(c) Other current liabilities 10 3671194600 4679162300(d) Short term provisions 11 823155600 789863800

Total 83293719800 96384247300ASSETS

(1) Non-Current assets(a) Fixed assets

(i) Tangible assts 12 16817879700 16711642800(ii) Intangible assets 13 - -

(b) Non-current investments 14 1120000 1120000(d) Long-term loans and advances 15 2618538200 2251312400

(2) Current assets(a) Inventories 16 41208502100 40489156300(b) Trade Receivables 17 14372057700 13922503000(d) Cash and Cash equivalents 18 3697504100 11556587000(e) Short-term Loans and Advances 19 4497240800 11399114400(f) Other Current assets 20 80877200 52811400

Total 83293719800 96384247300

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

(IN RUPEES)

Chairman and Managing Director

Balance Sheet

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies 1

50

Particulars Note No Year Ended Year EndedMarch 312016 March 312015

I Revenue from operations 21 310372896800 323733670200II Other income 22 136994600 525412000III Total Revenue(I+II) 310509891400 324259082200IV Expenses

a Cost of Material Consumed 23 1357073500 1293751900b Purchase of Stock-in-Trade 24 281848216100 294479334400c Changes in Inventories of Finished Goods 25 (719345800) (186205700)d Employee Benefits Expenses 26 12664754100 12944732800e Finance Costs 27 5604834800 4157234900f Depreciation and Amortization expense 12 1358225700 1559476600g Other Expenses 28 7395406500 8383136200

Total Expenses 309509164900 322631461100V Profit before tax (III-IV) 1000726500 1627621100

VI Tax expense(a)Current tax 275985000 473844400(b)Deferred tax 120557700 -

VII Profit for the Year(V-VI) 604183800 1153776700VIII Prior period tax expenses 41100300 75346500IX Earnings per Equity Share(in Rupees) 563083500 1078430200

Basic 219 392Diluted 219 392

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

Profit amp Loss Account

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies

51

Particulars As at March 312016 As at March 312015A Cash Flow from Operating Activities

Net Profit before Tax 1627621100Adjustment forDepreciation 1559476600Interest expenses 4157234900Loss Profit on Sale of Fixed Assets -

Operating ProfitLoss before Working Capital Changes 7344332600Adjustment for(Increase)Decrease in Trade amp Other receivables 940107800(Increase)Decrease in Inventory (186205700)Increase(Decrease) in Trade Payables amp other provisions (4054306400)(Increase)Decrease in Other Loans amp Advances (4635970800)Cash generated from operations (592042500)Taxes Paid (549190900)Previous Year Taxes (Net) -Net Cash from Operating Activities (A) (1141233400)

B Cash Flow from Investing Activities(Purchase) of FixedCapital Expenditure (2227931100)Sale of Fixed Assets 883140700Sale(Purchase) of Investment (315826300)

Net Cash used in Investing Activities (B) (1660616700)C Cash Flow from Finance Activities

Proceeds from Long Term Borrowing (Net) (4869873700)Secured Loan 18024550800Unsecured Loan - 991878400Interest paid (4157234900)Net Cash from Financing Activities (C ) 9989320600

Net increase in Cash and Equivalents (A+B+C) 7187470500Opening Balance of Cash and Cash Equivalents 4369116500

Closing Balance of Cash and Cash Equivalents

1000726500

13582257005604834800

69725800

8033512800

(449554700)(719345800)

(5595236000)68738078008143184100(275985000)

(41100300)7826098800

(1622365700)88177300

(367225800)

(1901414200)

1959036900(10137969600)

(5604834800)(13783767500)

(7859082900)11556587000

3697504100 11556587000

Notes1 Figures in brackets indicate cash outflow2 The above Cash Flow Statement has been prepared under the indirect method set out in AS 3-Cash

Flow Statement as prescribed by Companies (Accouning Stanadards)Rules2006

This is the Cash Flow Statement referred to our report of even date

Cash Flow Statement

HIRA AUTOMOBILES LIMITED

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

For the Year Ended 31 March 2016st

52

Notes to Accounts2 SHARE CAPITAL

As at March 31 2016 As at March 312015(1)AUTHORISED6000000 Equity shares of Rs10-each 6000000000 6000000000

FULLY PAID UP

ISSUEDSUBSCRIBED -2753440 Equity shares of Rs10 each

6000000000 6000000000

2753440000 2753440000

2753440000 2753440000

Shares at the beginning of the accounting Period2753440 Equity shares of Rs10- each 2753440000 2753440000Additions during the year - -Shares outstanding at the end of year 2753440000 2753440000Total 2753440000 2753440000

(a) Rights Preferences and Restrictions Attached to sharesEquity Shares The Company has only one class of equity shares having a par value of Rs 10 per shareEach Shareholder is entitled to one vote per share In the event of liquidation of the company the holder ofequity shares will be entitled to receive any of the remaining of the Company after distribution of allpreferential amounts However no such preferential amount exist currently The distribution will be inproportion to the number of equity shares held by the equity shareholders(b) Detail of Shares held by Shareholders holding more than 5 of the Aggregate Shares in theCompany

Name of Shareholders No of Shares Shareholding as at March31 2016

Rajinder Kaur Bhattal 826000 3000Kuldeep Singh Bhattal 272100 988Rahul Sidhu 270000 981Simran Bajwa 265000 962Manjeet Kaur Sangha 862900 3134

3 RESERVES AND SURPLUSAs at March 312016 As at March 312015

General reserveAt the beginning of the accounting period 723675000

-

-

-

-

723675000Additions during the yearAt the end of the accounting period 723675000 723675000Surplus in Statement of Profit and LossAt the beginning of the accounting period 4953295200 3874865000Additions during the year 563083500 1078430200(balance in statement of profit amp loss ac)prior period expenses written offtransfer tofrom reservesAt the end of the accounting period 5516378700 4953295200

Total 6240053700 56769702004 LONG TERM BORROWINGS

As at March 312016 As at March 312015SECUREDTerm loan(Secured against hypof car and guaranteed bythe directors of the co)

(Secured against Focal Point Properties andguaranteed by directors)

-

5018479300

142138000

5774447600

UNSECUREDLoans from directors 5183688500 3090000000Loans from shareholders and public - -Total 10202167800 9006585600

Term loan

HIRA AUTOMOBILES LIMITED

53

5 DEFERRED TAX LIABILITIES (NET)As at March 312016 As at March 312015

Deferred tax liabilities 1662638300 1542080600Total 1662638300 1542080600

6 OTHER LONG TERM LIABILITIESAs at March 312016 As at March 312015

Sales promotion scheme- Customeradvances

5046479000 4415090000

Security from Employees 688513800 651945200Total 5734992800 5067035200

7 LONG TERM PROVISIONSAs at March 312016 As at March 312015

Gratuity provision 1339912400 1244415300Total 1339912400 1244415300

10 OTHER CURRENT LIABILITIESAs at March 312015

Current maturities of long term debts 880473400 1674618400Interest accrued and due on borrowings - -Value added tax and CST 2185026500 2517359600TDS payable 111535600 157798400Current year taxes payable(net of advance tax) - -

Other payables 494159100 329385900Total 3671194600 4679162300

11 SHORT TERM PROVISIONS

(a) Provisions for employee benefits 823155600 789863800

8 SHORT TERM BORROWINGSAs at March 312016 As at March 312015

Secured loans from banksPunjab National Bank -(secured against hypothecation of stockand book-debts)Gur Mandi Patiala 30680878500 29077205300Gagan Chowk Rajpura 1863121400 1705992300New Grain Market Muktsar and Malout 842363700 757042200Inventory funding 15977059900 27961153300(secured against hypothecation of stockand book-debts)Total 49363423500 59501393100

9 TRADE PAYABLESAs at March 312016 As at March 312015

Sundry Creditors 357269200 2822407500Advance from Parties-Interest free 1145471900 3300893700Total 1502741100 6123301200

HIRA AUTOMOBILES LIMITED

As at March 312016 As at March 312015

Total 823155600 789863800

As at March 312016

54 HIRA AUTOMOBILES LIMITED

14 NON CURRENT INVESTMENTAs at March 312016 As at March 312015

Investment in Shares 1120000 1120000Investment in Mutual Funds - -

Total 1120000 1120000

15 LONG TERM LOANS AND ADVANCESAs at March 312016 As at March 312015

Security Deposits 366283000 337485500(Unsecured considered good unlessOtherwise Stated)Intercorporate Deposits 2252255200 1913826900Total 2618538200 2251312400

16 INVENTORIESAs at March 312016 As at March 312015

(As taken valued amp certified by the management)

Stock in Trade (in respect of goodsacquired for trading )

38093012700 37213584000

Stores Spares amp Loose tools 3115489400 3275572300

Total 41208502100 40489156300

17 TRADE RECEIVABLESAs at March 312016 As at March 312015

(unsecured considered good unlessotherwise stated)(1)Debts outstanding for a period exceeding

six months from the date they are due 513584600 623548900(2)Other debts 13858473100 13298954100Total 14372057700 13922503000

55

18 CASH amp CASH EQUIVALENTS As at March 312016 As at March 312015

(a) Balance with BanksFixed deposits 1260950600 812770600(Earmarked balances with banksheld as margin moneyagainst borrowingsand other commitments)Current accounts 1243916600 6403274200Gold Coins 29547200 29547200(b) Cheques Draft on HandCheques in HandCash in hand

202088500961001200

30714258001239569200

Total 3697504100 11556587000

19 SHORT TERM LOANS amp ADVANCESAs at March 312016 As at March 312015

(Unsecured considered good unlessotherwise stated)advances recoverable in cash orin kind for the value to be received(1)Advance to parties 2541662700 9294257800(2) Receivable from revenue authorities 551783000 569108700(3)Current years taxes recoverable(net ofliability)

332615600 380504500

(4) Other advances 1071179500 1155243400Total 4497240800 11399114400

HIRA AUTOMOBILES LIMITED

56

20 OTHER CURRENT ASSETSAs at March 312016 As at March 312015

Prepaid Expenses 80877200 52811400

Total 52811400

21 REVENUE FROM OPERATIONSAs at March 312016 As at March 312015

Sale of products 290733945600 301324413800Sale of services 9681919400 10435033800

Other operating revenues 9957031800 11974222600310372896800 323733670200

Less Excise duty - -Total 310372896800 323733670200

22 OTHER INCOMEAs at March 312016 As at March 312015

Interest income 87335400 279807100Other Non-operating income 49659200 245604900Total 136994600 525412000

23 COST OF MATERIAL CONSUMEDAs at March 312016 As at March 312015

Purchases Raw-Materials and PackingMaterials

1357073500 1293751900

Add Opening balance of stock - -1357073500 1293751900

Less Closing balance of stock - -Total 1357073500 1293751900

80877200

24 PURCHASE OF STOCK IN TRADEAs at March 312016 As at March 312015

Purchases of Traded goods 281848216100 294479334400

Total 281848216100 294479334400

25 CHANGES IN INVENTORIESAs at March 312016 As at March 312015

Finished Goodsat the beginning of the accounting period - -at the end of the accounting period - -Stock-in-Tradeat the beginning of the accounting period 40489156300 40302950600at the end of the accounting period 41208502100 40489156300Total (719345800) (186205700)

26 EMPLOYEE BENEFIT EXPENSESAs at March 312016 As at March 312015

Salary and Wages 8156996000 9654096800HRA Expenses and other allowance 2733336200 1148756100Contribution to Provident fund 587123100 490338400Contribution to Employees state Insurance fund 157923000 161030000Workers and Staff Welfare 299823200 269213600Gratuity Expenses 95497100 64570600Bonus 420931500 903597900Employees Training and Uniform expenses 213124000 253129400Total 12664754100 12944732800

HIRA AUTOMOBILES LIMITED

57

27 FINANCE COSTSAs at March 312016 As at March 312015

Interest ExpenseInterest to Banks 4309580000 3483884100Interest on Unsecured loans 1196279800 577607600Interest to Customers (36290200) (95330900)Interest to MSIL (121679800) (50429300)Interest to Bank on Vehicle loan 29667800 43272600Bank Charges 227277200 198230800

Total 5604834800 4157234900

28 OTHER EXPENSESAs at March 312016 As at March 312015

Accessories Expenses 9551600 18313400Festival Expenses 30357200 8141000Donation 13123500 9144500Freight Inward 23896900 26399000Power amp Fuel 913761800 911434100Software Usage Charges 91413600 86473500Entertainment Exp 19129900 29106000Rent Rates amp Taxes 701191800 671145200General Expenses 162725500 138611000Godown Rent 57600000 48125000Insurance 161551400 173705300Legal expenses 43474400 60436900Misc Expenses 7073900 3598300News Paper amp Periodicals 9374100 7947200Outside Labour Expenses 284322400 102072700Payment to the Auditors 48313400 15000000Postage amp Courier Expenses 10683600 13298800Professional Charges 147965200 1006744000Printing amp Stationery 165125400 223093400Repair to Buildings and fixed assets 309177500 427256800MDS Expenses 21264900 35806500Telephone Expenses 326712100 525640000Workshop Expenses 325704400 579373600Vehicle Running Expenses 182200200 225090800Other expenses 18263600 405070100Advertisement ExpensesDiscounts

99310800745200400

118382500821623000

Customer welfare 146224200 161357500Demo Expenses amp PDI Expenses 372510300 437441500Sales Promotion 696744200 773152400Sale Commission amp Incentives 160190000 35180000Pool Cancellation and lifting charges 202092600 166694500Marketing Staff Tour expensesTrue Value Expenses

531070200358105500

581622300442725000

Total 7395406500 8383136200

HIRA AUTOMOBILES LIMITED

58 HIRA AUTOMOBILES LIMITED

Post-Employment BenefitsDefined Contribution PlansA defined contribution plan is a post-employment benefit plan under which the Company pays specifiedContributions to a separate entity The Company makes specified monthly contributions towards ProvidentFund Superannuation Fund and Pension Scheme The Companys contribution is recognized as an expense inthe Profit and Loss Statement during the period in which the employee renders the related service

The Company does not deal with Foreign Currency hence AS-11 ldquoEffect of changes in Foreign Exchangesissued bythe Institute of Chartered Accountantsof India isnot applicable

Cash Flow Statements has been prepared following the indirect method set out in the Accounting Standard-3 on ldquoCash Statements ldquoissued by the Institute of Chartered Accountants of India

(i) Income tax expenses for the period comprise of Current Tax amp Deffered Tax(ii) Current tax is measured at the amount expected to be paid to the tax authorities using the applicable tax

Rates of the Income TaxAct 1961(iii) Deferred Tax is calculated on the timing differences being the difference between accounting income and

taxable income which originates in one period and are capable of reversal in one or more subsequentaccounting periods in accordance with the provisions of Accounting Standard -22 on ldquoAccounting forTaxeson Incomerdquo issued by the Institute of Chartered Accountants of IndiaDeferred tax assets are recognized only to the extent that there is a reasonable certainty that sufficientfuture income will be available except that deferred tax assets in case there are unabsorbed depreciationor losses are recognized if there is virtual certainty that sufficient future taxable income will be available torealize the same

Depreciation on Fixed Assets is provided on the basis of Straight Line Method (SLM) Depreciation isprovided based on useful life of the assets as prescribed in Schedule II to the Companies Act 2013

Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and itis probable that an outflow of resources will be required to settle the obligation and a reliable estimate canbe made Provisions are not discounted to their present value and are determined based on the bestestimate required to settle the obligation at the reporting date These estimates are reviewed at eachreporting date and adjusted to reflect the current best estimatesContingent liabilities are disclosed unless the possibility of outflow of resources is remoteContingent assets are neither recognized nor disclosed in the financial statements

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value Animpairment loss is charged to the Profit and Loss Statement in the year in which an asset is identified asimpaired The impairment loss recognized in prior accounting period is reversed if there has been a changein the estimate of recoverable amount

G) ForeignCurrencyTransaction

H) CashFlowStatements

J) Depreciation

K) ProvisionsandContingent liabilities

L) Impairment ofAssets

I) TaxesonIncome

59 HIRA AUTOMOBILES LIMITED

M) EarningsPer Share

N) Segment Reporting

has been made in accordance with the requirement of Accounting Standard (AS) -20 on Earnings PerShare issued by the Institute of Chartered Accountants of India Diluted Earning per share is the same asBasic Earning per share because there is no potential equity shares which would have dilutive effect onearning per shares to equity shareholders

The Company is Authorized Dealer of Maruti Suzuki India Limited (MSIL) and hence is engaged in thebusiness of sale amp service of MSIL vehicles As the basic nature of sale of variants of vehicles is governedby the same set of risk amp returns these have been grouped as single segment as per AccountingStandard(AS-17) on segment reporting issued by the Institute of Chartered Accountants of India

2 Detail in respect of Opening Stock Sales and Closing Stock as follows

3 (a) During the year the company has recognized the following amounts as Defined Contribution Pan in theProfit and Loss Account

i) Employers Contribution to Provident Fund - Rs 5871 Lacsii) Employers Contribution to Employee State Insurance - Rs 1579 Lacs

The calculation of Earnings Per Share (EPS) as disclosed in the Balance Sheet Abstract

(b) During the year the Company has made provision for Gratuity in books asdesigned benefit plan

4 Subsequent to Accounting Standards -22 Accounting for Taxes on Income Issued by the Institute ofCharteredAccountants of India Deferred Tax Expenses of Rs 120557700 for the periods is recognized inthe profit and LossAmount

Calculation of Deferred TaxLiability is as followsWritten down value of Fixed Assets as on 31032016 (As per Company Act) 168178793Written down value of Fixed Assets as on 31032016 (As per Income Tax Act) 114371729bull Timing Difference 53807064bull Tax 3090 16626383bull Deferred Tax Liability as on 31032016 16626383bull Deferred Tax Liability as on 31042015 15420806bull Deferred Tax Liability to be provided for 1205577

5 Legal amp Professional Fees includes Payments to Auditors comprising as follows-i) Statutory Audit fee Rs 10000000ii) Tax audit and Vat audit Fee Rs 5000000

6 Related Party Disclosure in accordance with Accounting Standard-18

Pacific Finlease Pvt LtdRahul Sidhu Enterprises Pvt LtdRSG Studios Pvt Ltd

(a) Enterprises owned or Significantly Influenced by Directors and their Relatives

60 HIRA AUTOMOBILES LIMITED

Particulars Opening Stock Sales Closing StockQty

825VehiclesSpares ampAccessory

Amount(Rs In Lacs)

37213632756

Qty

5627

Amount(Rs In Lacs)2647068260272

Qty

1131

Amount(Rs In Lacs)

38093031155

b)

Pacific Finlease Pvt Ltd

Rahul Sidhu Enterprises Pvt Ltd

RSGStudios Pvt Ltd

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 1915Interest Recovered during the financial year 207

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 14379Interest Recovered during the financial year 035

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 6229Interest Recovered during the financial year 618

7 Calculation of Earning Per Share is as follows Profit after Tax as per Profit amp Loss Account as on 3132016 5630835

For Basic Earning Per share 2753440For Diluted Earning Per Share 2753440

Basic 219Diluted 219

8 Balance confirmation letters have been obtained from some of the parties on test check basis9 Figures of Previous year have been re-grouped and re classified wherever necessary in order to

conform to the current years presentation

As per our report of even date

No of Equity Share (Face value Rs 10- each)

Detail of transaction for the financial year 2015-16

Earning Per Share

61 HIRA AUTOMOBILES LIMITED

Page 43: HIRAAUTOMOBILESLIMITED - bseindia.com · S. Isher Singh Director Mrs. Neha Sidhu Whole time Director Mrs ... Name Rahulinder Singh Sidhu Age 34 Brief Resume Working as Director in

4

5

OPINION

REPORTONOTHERLEGALANDREGULATORYREQUIREMENTS

44 HIRA AUTOMOBILES LIMITED

Annexureldquo Ardquoto the Independent Auditors Report on the Standalone Financial Statements of Hira Automobiles Limited(Referred to in paragraph 1 (f) under Report on Other Legal and Regulatory Requirements of our report of evendate)

REPORT ON THE INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING UNDER CLAUSE (i)OF SUBSECTION3 OF SECTION 143 OF THE COMPANIES ACT 2013 (ldquoTHE ACTrdquo)

We have audited the internal financial controls over financial reporting of hira automobiles LIMITED (ldquotheCompanyrdquo) as of March 31 2016 in conjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

The Companys management is responsible for establishing and maintaining internal financial controlsbased onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the ldquoGuidance Noterdquo) issued by the Institute of Chartered Accountants of India These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherence to Companyspolicies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financial information as requiredunder the Companies Act 2013

Our responsibility is to express an opinion on the Companys internal financial controls over financial reportingbased on our audit We conducted our audit in accordance with the Guidance Note and the Standards onAuditing prescribed under Section 143(10) of the Companies Act 2013 to the extent applicable to an audit ofinternal financial controls Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if such controls operatedeffectively in all material respects Our audit involves performing procedures to obtain audit evidence about theadequacy of the internal financial controls system over financial reporting and their operating effectiveness Ouraudit of internal financial controls over financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditors judgement including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internalfinancial controlssystem over financial reporting

MANAGEMENTSRESPONSIBILITYFORINTERNALFINANCIALCONTROLS

AUDITORS RESPONSIBILITY

45 HIRA AUTOMOBILES LIMITED

MEANINGOFINTERNALFINANCIALCONTROLSOVERFINANCIALREPORTING

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVERFINANCIAL REPORTING

OPINION

A companys internal financial control over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles A companys internal financial controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of thecompany (2) provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and that receipts andpayments of the company are being made only in accordance with authorisation of management and directors ofthe company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the companys assets that could have a material effect on the financialstatements

Because of the inherent limitations of internal financial controls over financial reporting including thepossibility of collusion or improper management override of controls material misstatements due to error orfraud may occur and not be detected Also projections of any evaluation of the internal financial controlsover financial reporting to future periods are subject to the risk that the internal financial control over financialreporting may become inadequate because of changes in conditions or that the degree of compliance withthe policies or procedures may deteriorate

in our opinion to the best of our information and according to the explanations given to us the Companyhas in all material respects an adequate internal financial controls system over financial reporting and suchinternal financial controls over financial reporting were operating effectively as at March 31 2016 based onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note

46 HIRA AUTOMOBILES LIMITED

Annexure B To Auditors ReportAnnexure referred to in paragraph 3 of our report of even date

1 (a) The Company has maintained proper records showing full particulars including quantitativedetailsand situation of fixed assets at Corporate Office and in the process of maintaining at outlets

(b) We have been informed that the fixed assets of the company have been physically verified by themanagement at reasonable intervals and no material discrepancies were noticed on such verification

2 (a) As informed to us physical verification of inventory of the company has been conducted by themanagement at reasonable intervals (b) In our opinion and according to the explanations givento us the procedures of Physical verification of inventory followed by the management arereasonable and adequate in relation to the size of the company and the nature of its business

(c) In our opinion and according to the explanations given to us the Company is maintainingproper records of inventory We have been informed that no material discrepancies have been noticedon physical verification as compared to records

3 (a) According to the information and explanation given to us the Company has advanced inter corporatedeposits to three companies covered in the register maintained under section 189 of the CompaniesAct2013 and there is no stipulation as to the time period for recovery of principal and interest amount ofunsecured loan given

(b) Further as there is no stipulation as to the time period for recovery of principal amount ofunsecured loan given we are unable to comment on the overdue amount in respect of thesaid loan

4 In our opinion and according to the information and explanations given to us the Company has compliedwith the provisions of Sections 185 and 186 of the CompaniesAct 2013 in respect of grant of loans makinginvestments and providing guarantees and securities

5 According to the information and explanation given to us the Company has not accepted deposits frompublic Advances from customers for sale of vehicles and against sale promotion schemes run by theCompany to promote its sale are received and paid in the ordinary course of business

6 The maintenance of cost records under section 148(1) of the CompaniesAct 2013 has not been prescribedby the Central government for the Companysince it is not manufacturing Company

7 (a) According to the information and explanations given to us the company is generally regular indepositing all statutory dues including provident fund investor education and protection fundemployees state insurance income tax sales tax wealth tax custom duty excise duty cess and anyother statutory due with appropriate authority during the year

(b) According to the information and explanations given to us there are no disputed amount payables inrespect of provident fund investor education and protection fund employees state insurance incometax sales tax wealth tax customduty excise duty cess by the Company

(c ) No amount was lying with the company which was required to be transferred to investor education andprotection fund in accordance with the relevant provisions of the CompaniesAct 1956 (1 of 1956) andrulesmade there under

8 As informed to us the companyhas not defaulted in repayment of dues to financial institutions or banks

9 As informed to us the company has not given any guarantee for loans taken by others from bank orfinancial institutions

47 HIRA AUTOMOBILES LIMITED

10 As informed to us the proceeds of the term loans taken by the company are applied for the purpose forwhich the loans were obtained

11 Based on the audit procedures performed for the purpose of reporting the true and fair view of the financialstatements and as per the information and explanation given by the management we report that no fraudby the company has been noticed or reported during the course of our audit

48 HIRA AUTOMOBILES LIMITED

49

Particulars Note No As at As atMarch 312016 March 312015

I EQUITY AND LIABILITIES(1) Shareholders funds

(a) Share capital 2 2753440000 2753440000(b) Reserves and Surplus 3 6240053700 5676970200

(2) Non-current liabilities(a) Long term borrowings 4 10202167800 9006585600(b) Deferred tax liabilities (net) 5 1662638300 1542080600(c) Other long-term liabilities 6 5734992800 5067035200

(d) Long-term provisions 7 1339912400 1244415300(3) Current liabilities

(a) Short term Borrowings 8 49363423500 59501393100(b) Trade payables 9 1502741100 6123301200(c) Other current liabilities 10 3671194600 4679162300(d) Short term provisions 11 823155600 789863800

Total 83293719800 96384247300ASSETS

(1) Non-Current assets(a) Fixed assets

(i) Tangible assts 12 16817879700 16711642800(ii) Intangible assets 13 - -

(b) Non-current investments 14 1120000 1120000(d) Long-term loans and advances 15 2618538200 2251312400

(2) Current assets(a) Inventories 16 41208502100 40489156300(b) Trade Receivables 17 14372057700 13922503000(d) Cash and Cash equivalents 18 3697504100 11556587000(e) Short-term Loans and Advances 19 4497240800 11399114400(f) Other Current assets 20 80877200 52811400

Total 83293719800 96384247300

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

(IN RUPEES)

Chairman and Managing Director

Balance Sheet

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies 1

50

Particulars Note No Year Ended Year EndedMarch 312016 March 312015

I Revenue from operations 21 310372896800 323733670200II Other income 22 136994600 525412000III Total Revenue(I+II) 310509891400 324259082200IV Expenses

a Cost of Material Consumed 23 1357073500 1293751900b Purchase of Stock-in-Trade 24 281848216100 294479334400c Changes in Inventories of Finished Goods 25 (719345800) (186205700)d Employee Benefits Expenses 26 12664754100 12944732800e Finance Costs 27 5604834800 4157234900f Depreciation and Amortization expense 12 1358225700 1559476600g Other Expenses 28 7395406500 8383136200

Total Expenses 309509164900 322631461100V Profit before tax (III-IV) 1000726500 1627621100

VI Tax expense(a)Current tax 275985000 473844400(b)Deferred tax 120557700 -

VII Profit for the Year(V-VI) 604183800 1153776700VIII Prior period tax expenses 41100300 75346500IX Earnings per Equity Share(in Rupees) 563083500 1078430200

Basic 219 392Diluted 219 392

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

Profit amp Loss Account

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies

51

Particulars As at March 312016 As at March 312015A Cash Flow from Operating Activities

Net Profit before Tax 1627621100Adjustment forDepreciation 1559476600Interest expenses 4157234900Loss Profit on Sale of Fixed Assets -

Operating ProfitLoss before Working Capital Changes 7344332600Adjustment for(Increase)Decrease in Trade amp Other receivables 940107800(Increase)Decrease in Inventory (186205700)Increase(Decrease) in Trade Payables amp other provisions (4054306400)(Increase)Decrease in Other Loans amp Advances (4635970800)Cash generated from operations (592042500)Taxes Paid (549190900)Previous Year Taxes (Net) -Net Cash from Operating Activities (A) (1141233400)

B Cash Flow from Investing Activities(Purchase) of FixedCapital Expenditure (2227931100)Sale of Fixed Assets 883140700Sale(Purchase) of Investment (315826300)

Net Cash used in Investing Activities (B) (1660616700)C Cash Flow from Finance Activities

Proceeds from Long Term Borrowing (Net) (4869873700)Secured Loan 18024550800Unsecured Loan - 991878400Interest paid (4157234900)Net Cash from Financing Activities (C ) 9989320600

Net increase in Cash and Equivalents (A+B+C) 7187470500Opening Balance of Cash and Cash Equivalents 4369116500

Closing Balance of Cash and Cash Equivalents

1000726500

13582257005604834800

69725800

8033512800

(449554700)(719345800)

(5595236000)68738078008143184100(275985000)

(41100300)7826098800

(1622365700)88177300

(367225800)

(1901414200)

1959036900(10137969600)

(5604834800)(13783767500)

(7859082900)11556587000

3697504100 11556587000

Notes1 Figures in brackets indicate cash outflow2 The above Cash Flow Statement has been prepared under the indirect method set out in AS 3-Cash

Flow Statement as prescribed by Companies (Accouning Stanadards)Rules2006

This is the Cash Flow Statement referred to our report of even date

Cash Flow Statement

HIRA AUTOMOBILES LIMITED

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

For the Year Ended 31 March 2016st

52

Notes to Accounts2 SHARE CAPITAL

As at March 31 2016 As at March 312015(1)AUTHORISED6000000 Equity shares of Rs10-each 6000000000 6000000000

FULLY PAID UP

ISSUEDSUBSCRIBED -2753440 Equity shares of Rs10 each

6000000000 6000000000

2753440000 2753440000

2753440000 2753440000

Shares at the beginning of the accounting Period2753440 Equity shares of Rs10- each 2753440000 2753440000Additions during the year - -Shares outstanding at the end of year 2753440000 2753440000Total 2753440000 2753440000

(a) Rights Preferences and Restrictions Attached to sharesEquity Shares The Company has only one class of equity shares having a par value of Rs 10 per shareEach Shareholder is entitled to one vote per share In the event of liquidation of the company the holder ofequity shares will be entitled to receive any of the remaining of the Company after distribution of allpreferential amounts However no such preferential amount exist currently The distribution will be inproportion to the number of equity shares held by the equity shareholders(b) Detail of Shares held by Shareholders holding more than 5 of the Aggregate Shares in theCompany

Name of Shareholders No of Shares Shareholding as at March31 2016

Rajinder Kaur Bhattal 826000 3000Kuldeep Singh Bhattal 272100 988Rahul Sidhu 270000 981Simran Bajwa 265000 962Manjeet Kaur Sangha 862900 3134

3 RESERVES AND SURPLUSAs at March 312016 As at March 312015

General reserveAt the beginning of the accounting period 723675000

-

-

-

-

723675000Additions during the yearAt the end of the accounting period 723675000 723675000Surplus in Statement of Profit and LossAt the beginning of the accounting period 4953295200 3874865000Additions during the year 563083500 1078430200(balance in statement of profit amp loss ac)prior period expenses written offtransfer tofrom reservesAt the end of the accounting period 5516378700 4953295200

Total 6240053700 56769702004 LONG TERM BORROWINGS

As at March 312016 As at March 312015SECUREDTerm loan(Secured against hypof car and guaranteed bythe directors of the co)

(Secured against Focal Point Properties andguaranteed by directors)

-

5018479300

142138000

5774447600

UNSECUREDLoans from directors 5183688500 3090000000Loans from shareholders and public - -Total 10202167800 9006585600

Term loan

HIRA AUTOMOBILES LIMITED

53

5 DEFERRED TAX LIABILITIES (NET)As at March 312016 As at March 312015

Deferred tax liabilities 1662638300 1542080600Total 1662638300 1542080600

6 OTHER LONG TERM LIABILITIESAs at March 312016 As at March 312015

Sales promotion scheme- Customeradvances

5046479000 4415090000

Security from Employees 688513800 651945200Total 5734992800 5067035200

7 LONG TERM PROVISIONSAs at March 312016 As at March 312015

Gratuity provision 1339912400 1244415300Total 1339912400 1244415300

10 OTHER CURRENT LIABILITIESAs at March 312015

Current maturities of long term debts 880473400 1674618400Interest accrued and due on borrowings - -Value added tax and CST 2185026500 2517359600TDS payable 111535600 157798400Current year taxes payable(net of advance tax) - -

Other payables 494159100 329385900Total 3671194600 4679162300

11 SHORT TERM PROVISIONS

(a) Provisions for employee benefits 823155600 789863800

8 SHORT TERM BORROWINGSAs at March 312016 As at March 312015

Secured loans from banksPunjab National Bank -(secured against hypothecation of stockand book-debts)Gur Mandi Patiala 30680878500 29077205300Gagan Chowk Rajpura 1863121400 1705992300New Grain Market Muktsar and Malout 842363700 757042200Inventory funding 15977059900 27961153300(secured against hypothecation of stockand book-debts)Total 49363423500 59501393100

9 TRADE PAYABLESAs at March 312016 As at March 312015

Sundry Creditors 357269200 2822407500Advance from Parties-Interest free 1145471900 3300893700Total 1502741100 6123301200

HIRA AUTOMOBILES LIMITED

As at March 312016 As at March 312015

Total 823155600 789863800

As at March 312016

54 HIRA AUTOMOBILES LIMITED

14 NON CURRENT INVESTMENTAs at March 312016 As at March 312015

Investment in Shares 1120000 1120000Investment in Mutual Funds - -

Total 1120000 1120000

15 LONG TERM LOANS AND ADVANCESAs at March 312016 As at March 312015

Security Deposits 366283000 337485500(Unsecured considered good unlessOtherwise Stated)Intercorporate Deposits 2252255200 1913826900Total 2618538200 2251312400

16 INVENTORIESAs at March 312016 As at March 312015

(As taken valued amp certified by the management)

Stock in Trade (in respect of goodsacquired for trading )

38093012700 37213584000

Stores Spares amp Loose tools 3115489400 3275572300

Total 41208502100 40489156300

17 TRADE RECEIVABLESAs at March 312016 As at March 312015

(unsecured considered good unlessotherwise stated)(1)Debts outstanding for a period exceeding

six months from the date they are due 513584600 623548900(2)Other debts 13858473100 13298954100Total 14372057700 13922503000

55

18 CASH amp CASH EQUIVALENTS As at March 312016 As at March 312015

(a) Balance with BanksFixed deposits 1260950600 812770600(Earmarked balances with banksheld as margin moneyagainst borrowingsand other commitments)Current accounts 1243916600 6403274200Gold Coins 29547200 29547200(b) Cheques Draft on HandCheques in HandCash in hand

202088500961001200

30714258001239569200

Total 3697504100 11556587000

19 SHORT TERM LOANS amp ADVANCESAs at March 312016 As at March 312015

(Unsecured considered good unlessotherwise stated)advances recoverable in cash orin kind for the value to be received(1)Advance to parties 2541662700 9294257800(2) Receivable from revenue authorities 551783000 569108700(3)Current years taxes recoverable(net ofliability)

332615600 380504500

(4) Other advances 1071179500 1155243400Total 4497240800 11399114400

HIRA AUTOMOBILES LIMITED

56

20 OTHER CURRENT ASSETSAs at March 312016 As at March 312015

Prepaid Expenses 80877200 52811400

Total 52811400

21 REVENUE FROM OPERATIONSAs at March 312016 As at March 312015

Sale of products 290733945600 301324413800Sale of services 9681919400 10435033800

Other operating revenues 9957031800 11974222600310372896800 323733670200

Less Excise duty - -Total 310372896800 323733670200

22 OTHER INCOMEAs at March 312016 As at March 312015

Interest income 87335400 279807100Other Non-operating income 49659200 245604900Total 136994600 525412000

23 COST OF MATERIAL CONSUMEDAs at March 312016 As at March 312015

Purchases Raw-Materials and PackingMaterials

1357073500 1293751900

Add Opening balance of stock - -1357073500 1293751900

Less Closing balance of stock - -Total 1357073500 1293751900

80877200

24 PURCHASE OF STOCK IN TRADEAs at March 312016 As at March 312015

Purchases of Traded goods 281848216100 294479334400

Total 281848216100 294479334400

25 CHANGES IN INVENTORIESAs at March 312016 As at March 312015

Finished Goodsat the beginning of the accounting period - -at the end of the accounting period - -Stock-in-Tradeat the beginning of the accounting period 40489156300 40302950600at the end of the accounting period 41208502100 40489156300Total (719345800) (186205700)

26 EMPLOYEE BENEFIT EXPENSESAs at March 312016 As at March 312015

Salary and Wages 8156996000 9654096800HRA Expenses and other allowance 2733336200 1148756100Contribution to Provident fund 587123100 490338400Contribution to Employees state Insurance fund 157923000 161030000Workers and Staff Welfare 299823200 269213600Gratuity Expenses 95497100 64570600Bonus 420931500 903597900Employees Training and Uniform expenses 213124000 253129400Total 12664754100 12944732800

HIRA AUTOMOBILES LIMITED

57

27 FINANCE COSTSAs at March 312016 As at March 312015

Interest ExpenseInterest to Banks 4309580000 3483884100Interest on Unsecured loans 1196279800 577607600Interest to Customers (36290200) (95330900)Interest to MSIL (121679800) (50429300)Interest to Bank on Vehicle loan 29667800 43272600Bank Charges 227277200 198230800

Total 5604834800 4157234900

28 OTHER EXPENSESAs at March 312016 As at March 312015

Accessories Expenses 9551600 18313400Festival Expenses 30357200 8141000Donation 13123500 9144500Freight Inward 23896900 26399000Power amp Fuel 913761800 911434100Software Usage Charges 91413600 86473500Entertainment Exp 19129900 29106000Rent Rates amp Taxes 701191800 671145200General Expenses 162725500 138611000Godown Rent 57600000 48125000Insurance 161551400 173705300Legal expenses 43474400 60436900Misc Expenses 7073900 3598300News Paper amp Periodicals 9374100 7947200Outside Labour Expenses 284322400 102072700Payment to the Auditors 48313400 15000000Postage amp Courier Expenses 10683600 13298800Professional Charges 147965200 1006744000Printing amp Stationery 165125400 223093400Repair to Buildings and fixed assets 309177500 427256800MDS Expenses 21264900 35806500Telephone Expenses 326712100 525640000Workshop Expenses 325704400 579373600Vehicle Running Expenses 182200200 225090800Other expenses 18263600 405070100Advertisement ExpensesDiscounts

99310800745200400

118382500821623000

Customer welfare 146224200 161357500Demo Expenses amp PDI Expenses 372510300 437441500Sales Promotion 696744200 773152400Sale Commission amp Incentives 160190000 35180000Pool Cancellation and lifting charges 202092600 166694500Marketing Staff Tour expensesTrue Value Expenses

531070200358105500

581622300442725000

Total 7395406500 8383136200

HIRA AUTOMOBILES LIMITED

58 HIRA AUTOMOBILES LIMITED

Post-Employment BenefitsDefined Contribution PlansA defined contribution plan is a post-employment benefit plan under which the Company pays specifiedContributions to a separate entity The Company makes specified monthly contributions towards ProvidentFund Superannuation Fund and Pension Scheme The Companys contribution is recognized as an expense inthe Profit and Loss Statement during the period in which the employee renders the related service

The Company does not deal with Foreign Currency hence AS-11 ldquoEffect of changes in Foreign Exchangesissued bythe Institute of Chartered Accountantsof India isnot applicable

Cash Flow Statements has been prepared following the indirect method set out in the Accounting Standard-3 on ldquoCash Statements ldquoissued by the Institute of Chartered Accountants of India

(i) Income tax expenses for the period comprise of Current Tax amp Deffered Tax(ii) Current tax is measured at the amount expected to be paid to the tax authorities using the applicable tax

Rates of the Income TaxAct 1961(iii) Deferred Tax is calculated on the timing differences being the difference between accounting income and

taxable income which originates in one period and are capable of reversal in one or more subsequentaccounting periods in accordance with the provisions of Accounting Standard -22 on ldquoAccounting forTaxeson Incomerdquo issued by the Institute of Chartered Accountants of IndiaDeferred tax assets are recognized only to the extent that there is a reasonable certainty that sufficientfuture income will be available except that deferred tax assets in case there are unabsorbed depreciationor losses are recognized if there is virtual certainty that sufficient future taxable income will be available torealize the same

Depreciation on Fixed Assets is provided on the basis of Straight Line Method (SLM) Depreciation isprovided based on useful life of the assets as prescribed in Schedule II to the Companies Act 2013

Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and itis probable that an outflow of resources will be required to settle the obligation and a reliable estimate canbe made Provisions are not discounted to their present value and are determined based on the bestestimate required to settle the obligation at the reporting date These estimates are reviewed at eachreporting date and adjusted to reflect the current best estimatesContingent liabilities are disclosed unless the possibility of outflow of resources is remoteContingent assets are neither recognized nor disclosed in the financial statements

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value Animpairment loss is charged to the Profit and Loss Statement in the year in which an asset is identified asimpaired The impairment loss recognized in prior accounting period is reversed if there has been a changein the estimate of recoverable amount

G) ForeignCurrencyTransaction

H) CashFlowStatements

J) Depreciation

K) ProvisionsandContingent liabilities

L) Impairment ofAssets

I) TaxesonIncome

59 HIRA AUTOMOBILES LIMITED

M) EarningsPer Share

N) Segment Reporting

has been made in accordance with the requirement of Accounting Standard (AS) -20 on Earnings PerShare issued by the Institute of Chartered Accountants of India Diluted Earning per share is the same asBasic Earning per share because there is no potential equity shares which would have dilutive effect onearning per shares to equity shareholders

The Company is Authorized Dealer of Maruti Suzuki India Limited (MSIL) and hence is engaged in thebusiness of sale amp service of MSIL vehicles As the basic nature of sale of variants of vehicles is governedby the same set of risk amp returns these have been grouped as single segment as per AccountingStandard(AS-17) on segment reporting issued by the Institute of Chartered Accountants of India

2 Detail in respect of Opening Stock Sales and Closing Stock as follows

3 (a) During the year the company has recognized the following amounts as Defined Contribution Pan in theProfit and Loss Account

i) Employers Contribution to Provident Fund - Rs 5871 Lacsii) Employers Contribution to Employee State Insurance - Rs 1579 Lacs

The calculation of Earnings Per Share (EPS) as disclosed in the Balance Sheet Abstract

(b) During the year the Company has made provision for Gratuity in books asdesigned benefit plan

4 Subsequent to Accounting Standards -22 Accounting for Taxes on Income Issued by the Institute ofCharteredAccountants of India Deferred Tax Expenses of Rs 120557700 for the periods is recognized inthe profit and LossAmount

Calculation of Deferred TaxLiability is as followsWritten down value of Fixed Assets as on 31032016 (As per Company Act) 168178793Written down value of Fixed Assets as on 31032016 (As per Income Tax Act) 114371729bull Timing Difference 53807064bull Tax 3090 16626383bull Deferred Tax Liability as on 31032016 16626383bull Deferred Tax Liability as on 31042015 15420806bull Deferred Tax Liability to be provided for 1205577

5 Legal amp Professional Fees includes Payments to Auditors comprising as follows-i) Statutory Audit fee Rs 10000000ii) Tax audit and Vat audit Fee Rs 5000000

6 Related Party Disclosure in accordance with Accounting Standard-18

Pacific Finlease Pvt LtdRahul Sidhu Enterprises Pvt LtdRSG Studios Pvt Ltd

(a) Enterprises owned or Significantly Influenced by Directors and their Relatives

60 HIRA AUTOMOBILES LIMITED

Particulars Opening Stock Sales Closing StockQty

825VehiclesSpares ampAccessory

Amount(Rs In Lacs)

37213632756

Qty

5627

Amount(Rs In Lacs)2647068260272

Qty

1131

Amount(Rs In Lacs)

38093031155

b)

Pacific Finlease Pvt Ltd

Rahul Sidhu Enterprises Pvt Ltd

RSGStudios Pvt Ltd

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 1915Interest Recovered during the financial year 207

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 14379Interest Recovered during the financial year 035

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 6229Interest Recovered during the financial year 618

7 Calculation of Earning Per Share is as follows Profit after Tax as per Profit amp Loss Account as on 3132016 5630835

For Basic Earning Per share 2753440For Diluted Earning Per Share 2753440

Basic 219Diluted 219

8 Balance confirmation letters have been obtained from some of the parties on test check basis9 Figures of Previous year have been re-grouped and re classified wherever necessary in order to

conform to the current years presentation

As per our report of even date

No of Equity Share (Face value Rs 10- each)

Detail of transaction for the financial year 2015-16

Earning Per Share

61 HIRA AUTOMOBILES LIMITED

Page 44: HIRAAUTOMOBILESLIMITED - bseindia.com · S. Isher Singh Director Mrs. Neha Sidhu Whole time Director Mrs ... Name Rahulinder Singh Sidhu Age 34 Brief Resume Working as Director in

Annexureldquo Ardquoto the Independent Auditors Report on the Standalone Financial Statements of Hira Automobiles Limited(Referred to in paragraph 1 (f) under Report on Other Legal and Regulatory Requirements of our report of evendate)

REPORT ON THE INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING UNDER CLAUSE (i)OF SUBSECTION3 OF SECTION 143 OF THE COMPANIES ACT 2013 (ldquoTHE ACTrdquo)

We have audited the internal financial controls over financial reporting of hira automobiles LIMITED (ldquotheCompanyrdquo) as of March 31 2016 in conjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

The Companys management is responsible for establishing and maintaining internal financial controlsbased onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the ldquoGuidance Noterdquo) issued by the Institute of Chartered Accountants of India These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherence to Companyspolicies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financial information as requiredunder the Companies Act 2013

Our responsibility is to express an opinion on the Companys internal financial controls over financial reportingbased on our audit We conducted our audit in accordance with the Guidance Note and the Standards onAuditing prescribed under Section 143(10) of the Companies Act 2013 to the extent applicable to an audit ofinternal financial controls Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if such controls operatedeffectively in all material respects Our audit involves performing procedures to obtain audit evidence about theadequacy of the internal financial controls system over financial reporting and their operating effectiveness Ouraudit of internal financial controls over financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditors judgement including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internalfinancial controlssystem over financial reporting

MANAGEMENTSRESPONSIBILITYFORINTERNALFINANCIALCONTROLS

AUDITORS RESPONSIBILITY

45 HIRA AUTOMOBILES LIMITED

MEANINGOFINTERNALFINANCIALCONTROLSOVERFINANCIALREPORTING

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVERFINANCIAL REPORTING

OPINION

A companys internal financial control over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles A companys internal financial controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of thecompany (2) provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and that receipts andpayments of the company are being made only in accordance with authorisation of management and directors ofthe company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the companys assets that could have a material effect on the financialstatements

Because of the inherent limitations of internal financial controls over financial reporting including thepossibility of collusion or improper management override of controls material misstatements due to error orfraud may occur and not be detected Also projections of any evaluation of the internal financial controlsover financial reporting to future periods are subject to the risk that the internal financial control over financialreporting may become inadequate because of changes in conditions or that the degree of compliance withthe policies or procedures may deteriorate

in our opinion to the best of our information and according to the explanations given to us the Companyhas in all material respects an adequate internal financial controls system over financial reporting and suchinternal financial controls over financial reporting were operating effectively as at March 31 2016 based onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note

46 HIRA AUTOMOBILES LIMITED

Annexure B To Auditors ReportAnnexure referred to in paragraph 3 of our report of even date

1 (a) The Company has maintained proper records showing full particulars including quantitativedetailsand situation of fixed assets at Corporate Office and in the process of maintaining at outlets

(b) We have been informed that the fixed assets of the company have been physically verified by themanagement at reasonable intervals and no material discrepancies were noticed on such verification

2 (a) As informed to us physical verification of inventory of the company has been conducted by themanagement at reasonable intervals (b) In our opinion and according to the explanations givento us the procedures of Physical verification of inventory followed by the management arereasonable and adequate in relation to the size of the company and the nature of its business

(c) In our opinion and according to the explanations given to us the Company is maintainingproper records of inventory We have been informed that no material discrepancies have been noticedon physical verification as compared to records

3 (a) According to the information and explanation given to us the Company has advanced inter corporatedeposits to three companies covered in the register maintained under section 189 of the CompaniesAct2013 and there is no stipulation as to the time period for recovery of principal and interest amount ofunsecured loan given

(b) Further as there is no stipulation as to the time period for recovery of principal amount ofunsecured loan given we are unable to comment on the overdue amount in respect of thesaid loan

4 In our opinion and according to the information and explanations given to us the Company has compliedwith the provisions of Sections 185 and 186 of the CompaniesAct 2013 in respect of grant of loans makinginvestments and providing guarantees and securities

5 According to the information and explanation given to us the Company has not accepted deposits frompublic Advances from customers for sale of vehicles and against sale promotion schemes run by theCompany to promote its sale are received and paid in the ordinary course of business

6 The maintenance of cost records under section 148(1) of the CompaniesAct 2013 has not been prescribedby the Central government for the Companysince it is not manufacturing Company

7 (a) According to the information and explanations given to us the company is generally regular indepositing all statutory dues including provident fund investor education and protection fundemployees state insurance income tax sales tax wealth tax custom duty excise duty cess and anyother statutory due with appropriate authority during the year

(b) According to the information and explanations given to us there are no disputed amount payables inrespect of provident fund investor education and protection fund employees state insurance incometax sales tax wealth tax customduty excise duty cess by the Company

(c ) No amount was lying with the company which was required to be transferred to investor education andprotection fund in accordance with the relevant provisions of the CompaniesAct 1956 (1 of 1956) andrulesmade there under

8 As informed to us the companyhas not defaulted in repayment of dues to financial institutions or banks

9 As informed to us the company has not given any guarantee for loans taken by others from bank orfinancial institutions

47 HIRA AUTOMOBILES LIMITED

10 As informed to us the proceeds of the term loans taken by the company are applied for the purpose forwhich the loans were obtained

11 Based on the audit procedures performed for the purpose of reporting the true and fair view of the financialstatements and as per the information and explanation given by the management we report that no fraudby the company has been noticed or reported during the course of our audit

48 HIRA AUTOMOBILES LIMITED

49

Particulars Note No As at As atMarch 312016 March 312015

I EQUITY AND LIABILITIES(1) Shareholders funds

(a) Share capital 2 2753440000 2753440000(b) Reserves and Surplus 3 6240053700 5676970200

(2) Non-current liabilities(a) Long term borrowings 4 10202167800 9006585600(b) Deferred tax liabilities (net) 5 1662638300 1542080600(c) Other long-term liabilities 6 5734992800 5067035200

(d) Long-term provisions 7 1339912400 1244415300(3) Current liabilities

(a) Short term Borrowings 8 49363423500 59501393100(b) Trade payables 9 1502741100 6123301200(c) Other current liabilities 10 3671194600 4679162300(d) Short term provisions 11 823155600 789863800

Total 83293719800 96384247300ASSETS

(1) Non-Current assets(a) Fixed assets

(i) Tangible assts 12 16817879700 16711642800(ii) Intangible assets 13 - -

(b) Non-current investments 14 1120000 1120000(d) Long-term loans and advances 15 2618538200 2251312400

(2) Current assets(a) Inventories 16 41208502100 40489156300(b) Trade Receivables 17 14372057700 13922503000(d) Cash and Cash equivalents 18 3697504100 11556587000(e) Short-term Loans and Advances 19 4497240800 11399114400(f) Other Current assets 20 80877200 52811400

Total 83293719800 96384247300

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

(IN RUPEES)

Chairman and Managing Director

Balance Sheet

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies 1

50

Particulars Note No Year Ended Year EndedMarch 312016 March 312015

I Revenue from operations 21 310372896800 323733670200II Other income 22 136994600 525412000III Total Revenue(I+II) 310509891400 324259082200IV Expenses

a Cost of Material Consumed 23 1357073500 1293751900b Purchase of Stock-in-Trade 24 281848216100 294479334400c Changes in Inventories of Finished Goods 25 (719345800) (186205700)d Employee Benefits Expenses 26 12664754100 12944732800e Finance Costs 27 5604834800 4157234900f Depreciation and Amortization expense 12 1358225700 1559476600g Other Expenses 28 7395406500 8383136200

Total Expenses 309509164900 322631461100V Profit before tax (III-IV) 1000726500 1627621100

VI Tax expense(a)Current tax 275985000 473844400(b)Deferred tax 120557700 -

VII Profit for the Year(V-VI) 604183800 1153776700VIII Prior period tax expenses 41100300 75346500IX Earnings per Equity Share(in Rupees) 563083500 1078430200

Basic 219 392Diluted 219 392

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

Profit amp Loss Account

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies

51

Particulars As at March 312016 As at March 312015A Cash Flow from Operating Activities

Net Profit before Tax 1627621100Adjustment forDepreciation 1559476600Interest expenses 4157234900Loss Profit on Sale of Fixed Assets -

Operating ProfitLoss before Working Capital Changes 7344332600Adjustment for(Increase)Decrease in Trade amp Other receivables 940107800(Increase)Decrease in Inventory (186205700)Increase(Decrease) in Trade Payables amp other provisions (4054306400)(Increase)Decrease in Other Loans amp Advances (4635970800)Cash generated from operations (592042500)Taxes Paid (549190900)Previous Year Taxes (Net) -Net Cash from Operating Activities (A) (1141233400)

B Cash Flow from Investing Activities(Purchase) of FixedCapital Expenditure (2227931100)Sale of Fixed Assets 883140700Sale(Purchase) of Investment (315826300)

Net Cash used in Investing Activities (B) (1660616700)C Cash Flow from Finance Activities

Proceeds from Long Term Borrowing (Net) (4869873700)Secured Loan 18024550800Unsecured Loan - 991878400Interest paid (4157234900)Net Cash from Financing Activities (C ) 9989320600

Net increase in Cash and Equivalents (A+B+C) 7187470500Opening Balance of Cash and Cash Equivalents 4369116500

Closing Balance of Cash and Cash Equivalents

1000726500

13582257005604834800

69725800

8033512800

(449554700)(719345800)

(5595236000)68738078008143184100(275985000)

(41100300)7826098800

(1622365700)88177300

(367225800)

(1901414200)

1959036900(10137969600)

(5604834800)(13783767500)

(7859082900)11556587000

3697504100 11556587000

Notes1 Figures in brackets indicate cash outflow2 The above Cash Flow Statement has been prepared under the indirect method set out in AS 3-Cash

Flow Statement as prescribed by Companies (Accouning Stanadards)Rules2006

This is the Cash Flow Statement referred to our report of even date

Cash Flow Statement

HIRA AUTOMOBILES LIMITED

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

For the Year Ended 31 March 2016st

52

Notes to Accounts2 SHARE CAPITAL

As at March 31 2016 As at March 312015(1)AUTHORISED6000000 Equity shares of Rs10-each 6000000000 6000000000

FULLY PAID UP

ISSUEDSUBSCRIBED -2753440 Equity shares of Rs10 each

6000000000 6000000000

2753440000 2753440000

2753440000 2753440000

Shares at the beginning of the accounting Period2753440 Equity shares of Rs10- each 2753440000 2753440000Additions during the year - -Shares outstanding at the end of year 2753440000 2753440000Total 2753440000 2753440000

(a) Rights Preferences and Restrictions Attached to sharesEquity Shares The Company has only one class of equity shares having a par value of Rs 10 per shareEach Shareholder is entitled to one vote per share In the event of liquidation of the company the holder ofequity shares will be entitled to receive any of the remaining of the Company after distribution of allpreferential amounts However no such preferential amount exist currently The distribution will be inproportion to the number of equity shares held by the equity shareholders(b) Detail of Shares held by Shareholders holding more than 5 of the Aggregate Shares in theCompany

Name of Shareholders No of Shares Shareholding as at March31 2016

Rajinder Kaur Bhattal 826000 3000Kuldeep Singh Bhattal 272100 988Rahul Sidhu 270000 981Simran Bajwa 265000 962Manjeet Kaur Sangha 862900 3134

3 RESERVES AND SURPLUSAs at March 312016 As at March 312015

General reserveAt the beginning of the accounting period 723675000

-

-

-

-

723675000Additions during the yearAt the end of the accounting period 723675000 723675000Surplus in Statement of Profit and LossAt the beginning of the accounting period 4953295200 3874865000Additions during the year 563083500 1078430200(balance in statement of profit amp loss ac)prior period expenses written offtransfer tofrom reservesAt the end of the accounting period 5516378700 4953295200

Total 6240053700 56769702004 LONG TERM BORROWINGS

As at March 312016 As at March 312015SECUREDTerm loan(Secured against hypof car and guaranteed bythe directors of the co)

(Secured against Focal Point Properties andguaranteed by directors)

-

5018479300

142138000

5774447600

UNSECUREDLoans from directors 5183688500 3090000000Loans from shareholders and public - -Total 10202167800 9006585600

Term loan

HIRA AUTOMOBILES LIMITED

53

5 DEFERRED TAX LIABILITIES (NET)As at March 312016 As at March 312015

Deferred tax liabilities 1662638300 1542080600Total 1662638300 1542080600

6 OTHER LONG TERM LIABILITIESAs at March 312016 As at March 312015

Sales promotion scheme- Customeradvances

5046479000 4415090000

Security from Employees 688513800 651945200Total 5734992800 5067035200

7 LONG TERM PROVISIONSAs at March 312016 As at March 312015

Gratuity provision 1339912400 1244415300Total 1339912400 1244415300

10 OTHER CURRENT LIABILITIESAs at March 312015

Current maturities of long term debts 880473400 1674618400Interest accrued and due on borrowings - -Value added tax and CST 2185026500 2517359600TDS payable 111535600 157798400Current year taxes payable(net of advance tax) - -

Other payables 494159100 329385900Total 3671194600 4679162300

11 SHORT TERM PROVISIONS

(a) Provisions for employee benefits 823155600 789863800

8 SHORT TERM BORROWINGSAs at March 312016 As at March 312015

Secured loans from banksPunjab National Bank -(secured against hypothecation of stockand book-debts)Gur Mandi Patiala 30680878500 29077205300Gagan Chowk Rajpura 1863121400 1705992300New Grain Market Muktsar and Malout 842363700 757042200Inventory funding 15977059900 27961153300(secured against hypothecation of stockand book-debts)Total 49363423500 59501393100

9 TRADE PAYABLESAs at March 312016 As at March 312015

Sundry Creditors 357269200 2822407500Advance from Parties-Interest free 1145471900 3300893700Total 1502741100 6123301200

HIRA AUTOMOBILES LIMITED

As at March 312016 As at March 312015

Total 823155600 789863800

As at March 312016

54 HIRA AUTOMOBILES LIMITED

14 NON CURRENT INVESTMENTAs at March 312016 As at March 312015

Investment in Shares 1120000 1120000Investment in Mutual Funds - -

Total 1120000 1120000

15 LONG TERM LOANS AND ADVANCESAs at March 312016 As at March 312015

Security Deposits 366283000 337485500(Unsecured considered good unlessOtherwise Stated)Intercorporate Deposits 2252255200 1913826900Total 2618538200 2251312400

16 INVENTORIESAs at March 312016 As at March 312015

(As taken valued amp certified by the management)

Stock in Trade (in respect of goodsacquired for trading )

38093012700 37213584000

Stores Spares amp Loose tools 3115489400 3275572300

Total 41208502100 40489156300

17 TRADE RECEIVABLESAs at March 312016 As at March 312015

(unsecured considered good unlessotherwise stated)(1)Debts outstanding for a period exceeding

six months from the date they are due 513584600 623548900(2)Other debts 13858473100 13298954100Total 14372057700 13922503000

55

18 CASH amp CASH EQUIVALENTS As at March 312016 As at March 312015

(a) Balance with BanksFixed deposits 1260950600 812770600(Earmarked balances with banksheld as margin moneyagainst borrowingsand other commitments)Current accounts 1243916600 6403274200Gold Coins 29547200 29547200(b) Cheques Draft on HandCheques in HandCash in hand

202088500961001200

30714258001239569200

Total 3697504100 11556587000

19 SHORT TERM LOANS amp ADVANCESAs at March 312016 As at March 312015

(Unsecured considered good unlessotherwise stated)advances recoverable in cash orin kind for the value to be received(1)Advance to parties 2541662700 9294257800(2) Receivable from revenue authorities 551783000 569108700(3)Current years taxes recoverable(net ofliability)

332615600 380504500

(4) Other advances 1071179500 1155243400Total 4497240800 11399114400

HIRA AUTOMOBILES LIMITED

56

20 OTHER CURRENT ASSETSAs at March 312016 As at March 312015

Prepaid Expenses 80877200 52811400

Total 52811400

21 REVENUE FROM OPERATIONSAs at March 312016 As at March 312015

Sale of products 290733945600 301324413800Sale of services 9681919400 10435033800

Other operating revenues 9957031800 11974222600310372896800 323733670200

Less Excise duty - -Total 310372896800 323733670200

22 OTHER INCOMEAs at March 312016 As at March 312015

Interest income 87335400 279807100Other Non-operating income 49659200 245604900Total 136994600 525412000

23 COST OF MATERIAL CONSUMEDAs at March 312016 As at March 312015

Purchases Raw-Materials and PackingMaterials

1357073500 1293751900

Add Opening balance of stock - -1357073500 1293751900

Less Closing balance of stock - -Total 1357073500 1293751900

80877200

24 PURCHASE OF STOCK IN TRADEAs at March 312016 As at March 312015

Purchases of Traded goods 281848216100 294479334400

Total 281848216100 294479334400

25 CHANGES IN INVENTORIESAs at March 312016 As at March 312015

Finished Goodsat the beginning of the accounting period - -at the end of the accounting period - -Stock-in-Tradeat the beginning of the accounting period 40489156300 40302950600at the end of the accounting period 41208502100 40489156300Total (719345800) (186205700)

26 EMPLOYEE BENEFIT EXPENSESAs at March 312016 As at March 312015

Salary and Wages 8156996000 9654096800HRA Expenses and other allowance 2733336200 1148756100Contribution to Provident fund 587123100 490338400Contribution to Employees state Insurance fund 157923000 161030000Workers and Staff Welfare 299823200 269213600Gratuity Expenses 95497100 64570600Bonus 420931500 903597900Employees Training and Uniform expenses 213124000 253129400Total 12664754100 12944732800

HIRA AUTOMOBILES LIMITED

57

27 FINANCE COSTSAs at March 312016 As at March 312015

Interest ExpenseInterest to Banks 4309580000 3483884100Interest on Unsecured loans 1196279800 577607600Interest to Customers (36290200) (95330900)Interest to MSIL (121679800) (50429300)Interest to Bank on Vehicle loan 29667800 43272600Bank Charges 227277200 198230800

Total 5604834800 4157234900

28 OTHER EXPENSESAs at March 312016 As at March 312015

Accessories Expenses 9551600 18313400Festival Expenses 30357200 8141000Donation 13123500 9144500Freight Inward 23896900 26399000Power amp Fuel 913761800 911434100Software Usage Charges 91413600 86473500Entertainment Exp 19129900 29106000Rent Rates amp Taxes 701191800 671145200General Expenses 162725500 138611000Godown Rent 57600000 48125000Insurance 161551400 173705300Legal expenses 43474400 60436900Misc Expenses 7073900 3598300News Paper amp Periodicals 9374100 7947200Outside Labour Expenses 284322400 102072700Payment to the Auditors 48313400 15000000Postage amp Courier Expenses 10683600 13298800Professional Charges 147965200 1006744000Printing amp Stationery 165125400 223093400Repair to Buildings and fixed assets 309177500 427256800MDS Expenses 21264900 35806500Telephone Expenses 326712100 525640000Workshop Expenses 325704400 579373600Vehicle Running Expenses 182200200 225090800Other expenses 18263600 405070100Advertisement ExpensesDiscounts

99310800745200400

118382500821623000

Customer welfare 146224200 161357500Demo Expenses amp PDI Expenses 372510300 437441500Sales Promotion 696744200 773152400Sale Commission amp Incentives 160190000 35180000Pool Cancellation and lifting charges 202092600 166694500Marketing Staff Tour expensesTrue Value Expenses

531070200358105500

581622300442725000

Total 7395406500 8383136200

HIRA AUTOMOBILES LIMITED

58 HIRA AUTOMOBILES LIMITED

Post-Employment BenefitsDefined Contribution PlansA defined contribution plan is a post-employment benefit plan under which the Company pays specifiedContributions to a separate entity The Company makes specified monthly contributions towards ProvidentFund Superannuation Fund and Pension Scheme The Companys contribution is recognized as an expense inthe Profit and Loss Statement during the period in which the employee renders the related service

The Company does not deal with Foreign Currency hence AS-11 ldquoEffect of changes in Foreign Exchangesissued bythe Institute of Chartered Accountantsof India isnot applicable

Cash Flow Statements has been prepared following the indirect method set out in the Accounting Standard-3 on ldquoCash Statements ldquoissued by the Institute of Chartered Accountants of India

(i) Income tax expenses for the period comprise of Current Tax amp Deffered Tax(ii) Current tax is measured at the amount expected to be paid to the tax authorities using the applicable tax

Rates of the Income TaxAct 1961(iii) Deferred Tax is calculated on the timing differences being the difference between accounting income and

taxable income which originates in one period and are capable of reversal in one or more subsequentaccounting periods in accordance with the provisions of Accounting Standard -22 on ldquoAccounting forTaxeson Incomerdquo issued by the Institute of Chartered Accountants of IndiaDeferred tax assets are recognized only to the extent that there is a reasonable certainty that sufficientfuture income will be available except that deferred tax assets in case there are unabsorbed depreciationor losses are recognized if there is virtual certainty that sufficient future taxable income will be available torealize the same

Depreciation on Fixed Assets is provided on the basis of Straight Line Method (SLM) Depreciation isprovided based on useful life of the assets as prescribed in Schedule II to the Companies Act 2013

Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and itis probable that an outflow of resources will be required to settle the obligation and a reliable estimate canbe made Provisions are not discounted to their present value and are determined based on the bestestimate required to settle the obligation at the reporting date These estimates are reviewed at eachreporting date and adjusted to reflect the current best estimatesContingent liabilities are disclosed unless the possibility of outflow of resources is remoteContingent assets are neither recognized nor disclosed in the financial statements

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value Animpairment loss is charged to the Profit and Loss Statement in the year in which an asset is identified asimpaired The impairment loss recognized in prior accounting period is reversed if there has been a changein the estimate of recoverable amount

G) ForeignCurrencyTransaction

H) CashFlowStatements

J) Depreciation

K) ProvisionsandContingent liabilities

L) Impairment ofAssets

I) TaxesonIncome

59 HIRA AUTOMOBILES LIMITED

M) EarningsPer Share

N) Segment Reporting

has been made in accordance with the requirement of Accounting Standard (AS) -20 on Earnings PerShare issued by the Institute of Chartered Accountants of India Diluted Earning per share is the same asBasic Earning per share because there is no potential equity shares which would have dilutive effect onearning per shares to equity shareholders

The Company is Authorized Dealer of Maruti Suzuki India Limited (MSIL) and hence is engaged in thebusiness of sale amp service of MSIL vehicles As the basic nature of sale of variants of vehicles is governedby the same set of risk amp returns these have been grouped as single segment as per AccountingStandard(AS-17) on segment reporting issued by the Institute of Chartered Accountants of India

2 Detail in respect of Opening Stock Sales and Closing Stock as follows

3 (a) During the year the company has recognized the following amounts as Defined Contribution Pan in theProfit and Loss Account

i) Employers Contribution to Provident Fund - Rs 5871 Lacsii) Employers Contribution to Employee State Insurance - Rs 1579 Lacs

The calculation of Earnings Per Share (EPS) as disclosed in the Balance Sheet Abstract

(b) During the year the Company has made provision for Gratuity in books asdesigned benefit plan

4 Subsequent to Accounting Standards -22 Accounting for Taxes on Income Issued by the Institute ofCharteredAccountants of India Deferred Tax Expenses of Rs 120557700 for the periods is recognized inthe profit and LossAmount

Calculation of Deferred TaxLiability is as followsWritten down value of Fixed Assets as on 31032016 (As per Company Act) 168178793Written down value of Fixed Assets as on 31032016 (As per Income Tax Act) 114371729bull Timing Difference 53807064bull Tax 3090 16626383bull Deferred Tax Liability as on 31032016 16626383bull Deferred Tax Liability as on 31042015 15420806bull Deferred Tax Liability to be provided for 1205577

5 Legal amp Professional Fees includes Payments to Auditors comprising as follows-i) Statutory Audit fee Rs 10000000ii) Tax audit and Vat audit Fee Rs 5000000

6 Related Party Disclosure in accordance with Accounting Standard-18

Pacific Finlease Pvt LtdRahul Sidhu Enterprises Pvt LtdRSG Studios Pvt Ltd

(a) Enterprises owned or Significantly Influenced by Directors and their Relatives

60 HIRA AUTOMOBILES LIMITED

Particulars Opening Stock Sales Closing StockQty

825VehiclesSpares ampAccessory

Amount(Rs In Lacs)

37213632756

Qty

5627

Amount(Rs In Lacs)2647068260272

Qty

1131

Amount(Rs In Lacs)

38093031155

b)

Pacific Finlease Pvt Ltd

Rahul Sidhu Enterprises Pvt Ltd

RSGStudios Pvt Ltd

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 1915Interest Recovered during the financial year 207

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 14379Interest Recovered during the financial year 035

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 6229Interest Recovered during the financial year 618

7 Calculation of Earning Per Share is as follows Profit after Tax as per Profit amp Loss Account as on 3132016 5630835

For Basic Earning Per share 2753440For Diluted Earning Per Share 2753440

Basic 219Diluted 219

8 Balance confirmation letters have been obtained from some of the parties on test check basis9 Figures of Previous year have been re-grouped and re classified wherever necessary in order to

conform to the current years presentation

As per our report of even date

No of Equity Share (Face value Rs 10- each)

Detail of transaction for the financial year 2015-16

Earning Per Share

61 HIRA AUTOMOBILES LIMITED

Page 45: HIRAAUTOMOBILESLIMITED - bseindia.com · S. Isher Singh Director Mrs. Neha Sidhu Whole time Director Mrs ... Name Rahulinder Singh Sidhu Age 34 Brief Resume Working as Director in

MEANINGOFINTERNALFINANCIALCONTROLSOVERFINANCIALREPORTING

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVERFINANCIAL REPORTING

OPINION

A companys internal financial control over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles A companys internal financial controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of thecompany (2) provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and that receipts andpayments of the company are being made only in accordance with authorisation of management and directors ofthe company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the companys assets that could have a material effect on the financialstatements

Because of the inherent limitations of internal financial controls over financial reporting including thepossibility of collusion or improper management override of controls material misstatements due to error orfraud may occur and not be detected Also projections of any evaluation of the internal financial controlsover financial reporting to future periods are subject to the risk that the internal financial control over financialreporting may become inadequate because of changes in conditions or that the degree of compliance withthe policies or procedures may deteriorate

in our opinion to the best of our information and according to the explanations given to us the Companyhas in all material respects an adequate internal financial controls system over financial reporting and suchinternal financial controls over financial reporting were operating effectively as at March 31 2016 based onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note

46 HIRA AUTOMOBILES LIMITED

Annexure B To Auditors ReportAnnexure referred to in paragraph 3 of our report of even date

1 (a) The Company has maintained proper records showing full particulars including quantitativedetailsand situation of fixed assets at Corporate Office and in the process of maintaining at outlets

(b) We have been informed that the fixed assets of the company have been physically verified by themanagement at reasonable intervals and no material discrepancies were noticed on such verification

2 (a) As informed to us physical verification of inventory of the company has been conducted by themanagement at reasonable intervals (b) In our opinion and according to the explanations givento us the procedures of Physical verification of inventory followed by the management arereasonable and adequate in relation to the size of the company and the nature of its business

(c) In our opinion and according to the explanations given to us the Company is maintainingproper records of inventory We have been informed that no material discrepancies have been noticedon physical verification as compared to records

3 (a) According to the information and explanation given to us the Company has advanced inter corporatedeposits to three companies covered in the register maintained under section 189 of the CompaniesAct2013 and there is no stipulation as to the time period for recovery of principal and interest amount ofunsecured loan given

(b) Further as there is no stipulation as to the time period for recovery of principal amount ofunsecured loan given we are unable to comment on the overdue amount in respect of thesaid loan

4 In our opinion and according to the information and explanations given to us the Company has compliedwith the provisions of Sections 185 and 186 of the CompaniesAct 2013 in respect of grant of loans makinginvestments and providing guarantees and securities

5 According to the information and explanation given to us the Company has not accepted deposits frompublic Advances from customers for sale of vehicles and against sale promotion schemes run by theCompany to promote its sale are received and paid in the ordinary course of business

6 The maintenance of cost records under section 148(1) of the CompaniesAct 2013 has not been prescribedby the Central government for the Companysince it is not manufacturing Company

7 (a) According to the information and explanations given to us the company is generally regular indepositing all statutory dues including provident fund investor education and protection fundemployees state insurance income tax sales tax wealth tax custom duty excise duty cess and anyother statutory due with appropriate authority during the year

(b) According to the information and explanations given to us there are no disputed amount payables inrespect of provident fund investor education and protection fund employees state insurance incometax sales tax wealth tax customduty excise duty cess by the Company

(c ) No amount was lying with the company which was required to be transferred to investor education andprotection fund in accordance with the relevant provisions of the CompaniesAct 1956 (1 of 1956) andrulesmade there under

8 As informed to us the companyhas not defaulted in repayment of dues to financial institutions or banks

9 As informed to us the company has not given any guarantee for loans taken by others from bank orfinancial institutions

47 HIRA AUTOMOBILES LIMITED

10 As informed to us the proceeds of the term loans taken by the company are applied for the purpose forwhich the loans were obtained

11 Based on the audit procedures performed for the purpose of reporting the true and fair view of the financialstatements and as per the information and explanation given by the management we report that no fraudby the company has been noticed or reported during the course of our audit

48 HIRA AUTOMOBILES LIMITED

49

Particulars Note No As at As atMarch 312016 March 312015

I EQUITY AND LIABILITIES(1) Shareholders funds

(a) Share capital 2 2753440000 2753440000(b) Reserves and Surplus 3 6240053700 5676970200

(2) Non-current liabilities(a) Long term borrowings 4 10202167800 9006585600(b) Deferred tax liabilities (net) 5 1662638300 1542080600(c) Other long-term liabilities 6 5734992800 5067035200

(d) Long-term provisions 7 1339912400 1244415300(3) Current liabilities

(a) Short term Borrowings 8 49363423500 59501393100(b) Trade payables 9 1502741100 6123301200(c) Other current liabilities 10 3671194600 4679162300(d) Short term provisions 11 823155600 789863800

Total 83293719800 96384247300ASSETS

(1) Non-Current assets(a) Fixed assets

(i) Tangible assts 12 16817879700 16711642800(ii) Intangible assets 13 - -

(b) Non-current investments 14 1120000 1120000(d) Long-term loans and advances 15 2618538200 2251312400

(2) Current assets(a) Inventories 16 41208502100 40489156300(b) Trade Receivables 17 14372057700 13922503000(d) Cash and Cash equivalents 18 3697504100 11556587000(e) Short-term Loans and Advances 19 4497240800 11399114400(f) Other Current assets 20 80877200 52811400

Total 83293719800 96384247300

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

(IN RUPEES)

Chairman and Managing Director

Balance Sheet

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies 1

50

Particulars Note No Year Ended Year EndedMarch 312016 March 312015

I Revenue from operations 21 310372896800 323733670200II Other income 22 136994600 525412000III Total Revenue(I+II) 310509891400 324259082200IV Expenses

a Cost of Material Consumed 23 1357073500 1293751900b Purchase of Stock-in-Trade 24 281848216100 294479334400c Changes in Inventories of Finished Goods 25 (719345800) (186205700)d Employee Benefits Expenses 26 12664754100 12944732800e Finance Costs 27 5604834800 4157234900f Depreciation and Amortization expense 12 1358225700 1559476600g Other Expenses 28 7395406500 8383136200

Total Expenses 309509164900 322631461100V Profit before tax (III-IV) 1000726500 1627621100

VI Tax expense(a)Current tax 275985000 473844400(b)Deferred tax 120557700 -

VII Profit for the Year(V-VI) 604183800 1153776700VIII Prior period tax expenses 41100300 75346500IX Earnings per Equity Share(in Rupees) 563083500 1078430200

Basic 219 392Diluted 219 392

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

Profit amp Loss Account

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies

51

Particulars As at March 312016 As at March 312015A Cash Flow from Operating Activities

Net Profit before Tax 1627621100Adjustment forDepreciation 1559476600Interest expenses 4157234900Loss Profit on Sale of Fixed Assets -

Operating ProfitLoss before Working Capital Changes 7344332600Adjustment for(Increase)Decrease in Trade amp Other receivables 940107800(Increase)Decrease in Inventory (186205700)Increase(Decrease) in Trade Payables amp other provisions (4054306400)(Increase)Decrease in Other Loans amp Advances (4635970800)Cash generated from operations (592042500)Taxes Paid (549190900)Previous Year Taxes (Net) -Net Cash from Operating Activities (A) (1141233400)

B Cash Flow from Investing Activities(Purchase) of FixedCapital Expenditure (2227931100)Sale of Fixed Assets 883140700Sale(Purchase) of Investment (315826300)

Net Cash used in Investing Activities (B) (1660616700)C Cash Flow from Finance Activities

Proceeds from Long Term Borrowing (Net) (4869873700)Secured Loan 18024550800Unsecured Loan - 991878400Interest paid (4157234900)Net Cash from Financing Activities (C ) 9989320600

Net increase in Cash and Equivalents (A+B+C) 7187470500Opening Balance of Cash and Cash Equivalents 4369116500

Closing Balance of Cash and Cash Equivalents

1000726500

13582257005604834800

69725800

8033512800

(449554700)(719345800)

(5595236000)68738078008143184100(275985000)

(41100300)7826098800

(1622365700)88177300

(367225800)

(1901414200)

1959036900(10137969600)

(5604834800)(13783767500)

(7859082900)11556587000

3697504100 11556587000

Notes1 Figures in brackets indicate cash outflow2 The above Cash Flow Statement has been prepared under the indirect method set out in AS 3-Cash

Flow Statement as prescribed by Companies (Accouning Stanadards)Rules2006

This is the Cash Flow Statement referred to our report of even date

Cash Flow Statement

HIRA AUTOMOBILES LIMITED

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

For the Year Ended 31 March 2016st

52

Notes to Accounts2 SHARE CAPITAL

As at March 31 2016 As at March 312015(1)AUTHORISED6000000 Equity shares of Rs10-each 6000000000 6000000000

FULLY PAID UP

ISSUEDSUBSCRIBED -2753440 Equity shares of Rs10 each

6000000000 6000000000

2753440000 2753440000

2753440000 2753440000

Shares at the beginning of the accounting Period2753440 Equity shares of Rs10- each 2753440000 2753440000Additions during the year - -Shares outstanding at the end of year 2753440000 2753440000Total 2753440000 2753440000

(a) Rights Preferences and Restrictions Attached to sharesEquity Shares The Company has only one class of equity shares having a par value of Rs 10 per shareEach Shareholder is entitled to one vote per share In the event of liquidation of the company the holder ofequity shares will be entitled to receive any of the remaining of the Company after distribution of allpreferential amounts However no such preferential amount exist currently The distribution will be inproportion to the number of equity shares held by the equity shareholders(b) Detail of Shares held by Shareholders holding more than 5 of the Aggregate Shares in theCompany

Name of Shareholders No of Shares Shareholding as at March31 2016

Rajinder Kaur Bhattal 826000 3000Kuldeep Singh Bhattal 272100 988Rahul Sidhu 270000 981Simran Bajwa 265000 962Manjeet Kaur Sangha 862900 3134

3 RESERVES AND SURPLUSAs at March 312016 As at March 312015

General reserveAt the beginning of the accounting period 723675000

-

-

-

-

723675000Additions during the yearAt the end of the accounting period 723675000 723675000Surplus in Statement of Profit and LossAt the beginning of the accounting period 4953295200 3874865000Additions during the year 563083500 1078430200(balance in statement of profit amp loss ac)prior period expenses written offtransfer tofrom reservesAt the end of the accounting period 5516378700 4953295200

Total 6240053700 56769702004 LONG TERM BORROWINGS

As at March 312016 As at March 312015SECUREDTerm loan(Secured against hypof car and guaranteed bythe directors of the co)

(Secured against Focal Point Properties andguaranteed by directors)

-

5018479300

142138000

5774447600

UNSECUREDLoans from directors 5183688500 3090000000Loans from shareholders and public - -Total 10202167800 9006585600

Term loan

HIRA AUTOMOBILES LIMITED

53

5 DEFERRED TAX LIABILITIES (NET)As at March 312016 As at March 312015

Deferred tax liabilities 1662638300 1542080600Total 1662638300 1542080600

6 OTHER LONG TERM LIABILITIESAs at March 312016 As at March 312015

Sales promotion scheme- Customeradvances

5046479000 4415090000

Security from Employees 688513800 651945200Total 5734992800 5067035200

7 LONG TERM PROVISIONSAs at March 312016 As at March 312015

Gratuity provision 1339912400 1244415300Total 1339912400 1244415300

10 OTHER CURRENT LIABILITIESAs at March 312015

Current maturities of long term debts 880473400 1674618400Interest accrued and due on borrowings - -Value added tax and CST 2185026500 2517359600TDS payable 111535600 157798400Current year taxes payable(net of advance tax) - -

Other payables 494159100 329385900Total 3671194600 4679162300

11 SHORT TERM PROVISIONS

(a) Provisions for employee benefits 823155600 789863800

8 SHORT TERM BORROWINGSAs at March 312016 As at March 312015

Secured loans from banksPunjab National Bank -(secured against hypothecation of stockand book-debts)Gur Mandi Patiala 30680878500 29077205300Gagan Chowk Rajpura 1863121400 1705992300New Grain Market Muktsar and Malout 842363700 757042200Inventory funding 15977059900 27961153300(secured against hypothecation of stockand book-debts)Total 49363423500 59501393100

9 TRADE PAYABLESAs at March 312016 As at March 312015

Sundry Creditors 357269200 2822407500Advance from Parties-Interest free 1145471900 3300893700Total 1502741100 6123301200

HIRA AUTOMOBILES LIMITED

As at March 312016 As at March 312015

Total 823155600 789863800

As at March 312016

54 HIRA AUTOMOBILES LIMITED

14 NON CURRENT INVESTMENTAs at March 312016 As at March 312015

Investment in Shares 1120000 1120000Investment in Mutual Funds - -

Total 1120000 1120000

15 LONG TERM LOANS AND ADVANCESAs at March 312016 As at March 312015

Security Deposits 366283000 337485500(Unsecured considered good unlessOtherwise Stated)Intercorporate Deposits 2252255200 1913826900Total 2618538200 2251312400

16 INVENTORIESAs at March 312016 As at March 312015

(As taken valued amp certified by the management)

Stock in Trade (in respect of goodsacquired for trading )

38093012700 37213584000

Stores Spares amp Loose tools 3115489400 3275572300

Total 41208502100 40489156300

17 TRADE RECEIVABLESAs at March 312016 As at March 312015

(unsecured considered good unlessotherwise stated)(1)Debts outstanding for a period exceeding

six months from the date they are due 513584600 623548900(2)Other debts 13858473100 13298954100Total 14372057700 13922503000

55

18 CASH amp CASH EQUIVALENTS As at March 312016 As at March 312015

(a) Balance with BanksFixed deposits 1260950600 812770600(Earmarked balances with banksheld as margin moneyagainst borrowingsand other commitments)Current accounts 1243916600 6403274200Gold Coins 29547200 29547200(b) Cheques Draft on HandCheques in HandCash in hand

202088500961001200

30714258001239569200

Total 3697504100 11556587000

19 SHORT TERM LOANS amp ADVANCESAs at March 312016 As at March 312015

(Unsecured considered good unlessotherwise stated)advances recoverable in cash orin kind for the value to be received(1)Advance to parties 2541662700 9294257800(2) Receivable from revenue authorities 551783000 569108700(3)Current years taxes recoverable(net ofliability)

332615600 380504500

(4) Other advances 1071179500 1155243400Total 4497240800 11399114400

HIRA AUTOMOBILES LIMITED

56

20 OTHER CURRENT ASSETSAs at March 312016 As at March 312015

Prepaid Expenses 80877200 52811400

Total 52811400

21 REVENUE FROM OPERATIONSAs at March 312016 As at March 312015

Sale of products 290733945600 301324413800Sale of services 9681919400 10435033800

Other operating revenues 9957031800 11974222600310372896800 323733670200

Less Excise duty - -Total 310372896800 323733670200

22 OTHER INCOMEAs at March 312016 As at March 312015

Interest income 87335400 279807100Other Non-operating income 49659200 245604900Total 136994600 525412000

23 COST OF MATERIAL CONSUMEDAs at March 312016 As at March 312015

Purchases Raw-Materials and PackingMaterials

1357073500 1293751900

Add Opening balance of stock - -1357073500 1293751900

Less Closing balance of stock - -Total 1357073500 1293751900

80877200

24 PURCHASE OF STOCK IN TRADEAs at March 312016 As at March 312015

Purchases of Traded goods 281848216100 294479334400

Total 281848216100 294479334400

25 CHANGES IN INVENTORIESAs at March 312016 As at March 312015

Finished Goodsat the beginning of the accounting period - -at the end of the accounting period - -Stock-in-Tradeat the beginning of the accounting period 40489156300 40302950600at the end of the accounting period 41208502100 40489156300Total (719345800) (186205700)

26 EMPLOYEE BENEFIT EXPENSESAs at March 312016 As at March 312015

Salary and Wages 8156996000 9654096800HRA Expenses and other allowance 2733336200 1148756100Contribution to Provident fund 587123100 490338400Contribution to Employees state Insurance fund 157923000 161030000Workers and Staff Welfare 299823200 269213600Gratuity Expenses 95497100 64570600Bonus 420931500 903597900Employees Training and Uniform expenses 213124000 253129400Total 12664754100 12944732800

HIRA AUTOMOBILES LIMITED

57

27 FINANCE COSTSAs at March 312016 As at March 312015

Interest ExpenseInterest to Banks 4309580000 3483884100Interest on Unsecured loans 1196279800 577607600Interest to Customers (36290200) (95330900)Interest to MSIL (121679800) (50429300)Interest to Bank on Vehicle loan 29667800 43272600Bank Charges 227277200 198230800

Total 5604834800 4157234900

28 OTHER EXPENSESAs at March 312016 As at March 312015

Accessories Expenses 9551600 18313400Festival Expenses 30357200 8141000Donation 13123500 9144500Freight Inward 23896900 26399000Power amp Fuel 913761800 911434100Software Usage Charges 91413600 86473500Entertainment Exp 19129900 29106000Rent Rates amp Taxes 701191800 671145200General Expenses 162725500 138611000Godown Rent 57600000 48125000Insurance 161551400 173705300Legal expenses 43474400 60436900Misc Expenses 7073900 3598300News Paper amp Periodicals 9374100 7947200Outside Labour Expenses 284322400 102072700Payment to the Auditors 48313400 15000000Postage amp Courier Expenses 10683600 13298800Professional Charges 147965200 1006744000Printing amp Stationery 165125400 223093400Repair to Buildings and fixed assets 309177500 427256800MDS Expenses 21264900 35806500Telephone Expenses 326712100 525640000Workshop Expenses 325704400 579373600Vehicle Running Expenses 182200200 225090800Other expenses 18263600 405070100Advertisement ExpensesDiscounts

99310800745200400

118382500821623000

Customer welfare 146224200 161357500Demo Expenses amp PDI Expenses 372510300 437441500Sales Promotion 696744200 773152400Sale Commission amp Incentives 160190000 35180000Pool Cancellation and lifting charges 202092600 166694500Marketing Staff Tour expensesTrue Value Expenses

531070200358105500

581622300442725000

Total 7395406500 8383136200

HIRA AUTOMOBILES LIMITED

58 HIRA AUTOMOBILES LIMITED

Post-Employment BenefitsDefined Contribution PlansA defined contribution plan is a post-employment benefit plan under which the Company pays specifiedContributions to a separate entity The Company makes specified monthly contributions towards ProvidentFund Superannuation Fund and Pension Scheme The Companys contribution is recognized as an expense inthe Profit and Loss Statement during the period in which the employee renders the related service

The Company does not deal with Foreign Currency hence AS-11 ldquoEffect of changes in Foreign Exchangesissued bythe Institute of Chartered Accountantsof India isnot applicable

Cash Flow Statements has been prepared following the indirect method set out in the Accounting Standard-3 on ldquoCash Statements ldquoissued by the Institute of Chartered Accountants of India

(i) Income tax expenses for the period comprise of Current Tax amp Deffered Tax(ii) Current tax is measured at the amount expected to be paid to the tax authorities using the applicable tax

Rates of the Income TaxAct 1961(iii) Deferred Tax is calculated on the timing differences being the difference between accounting income and

taxable income which originates in one period and are capable of reversal in one or more subsequentaccounting periods in accordance with the provisions of Accounting Standard -22 on ldquoAccounting forTaxeson Incomerdquo issued by the Institute of Chartered Accountants of IndiaDeferred tax assets are recognized only to the extent that there is a reasonable certainty that sufficientfuture income will be available except that deferred tax assets in case there are unabsorbed depreciationor losses are recognized if there is virtual certainty that sufficient future taxable income will be available torealize the same

Depreciation on Fixed Assets is provided on the basis of Straight Line Method (SLM) Depreciation isprovided based on useful life of the assets as prescribed in Schedule II to the Companies Act 2013

Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and itis probable that an outflow of resources will be required to settle the obligation and a reliable estimate canbe made Provisions are not discounted to their present value and are determined based on the bestestimate required to settle the obligation at the reporting date These estimates are reviewed at eachreporting date and adjusted to reflect the current best estimatesContingent liabilities are disclosed unless the possibility of outflow of resources is remoteContingent assets are neither recognized nor disclosed in the financial statements

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value Animpairment loss is charged to the Profit and Loss Statement in the year in which an asset is identified asimpaired The impairment loss recognized in prior accounting period is reversed if there has been a changein the estimate of recoverable amount

G) ForeignCurrencyTransaction

H) CashFlowStatements

J) Depreciation

K) ProvisionsandContingent liabilities

L) Impairment ofAssets

I) TaxesonIncome

59 HIRA AUTOMOBILES LIMITED

M) EarningsPer Share

N) Segment Reporting

has been made in accordance with the requirement of Accounting Standard (AS) -20 on Earnings PerShare issued by the Institute of Chartered Accountants of India Diluted Earning per share is the same asBasic Earning per share because there is no potential equity shares which would have dilutive effect onearning per shares to equity shareholders

The Company is Authorized Dealer of Maruti Suzuki India Limited (MSIL) and hence is engaged in thebusiness of sale amp service of MSIL vehicles As the basic nature of sale of variants of vehicles is governedby the same set of risk amp returns these have been grouped as single segment as per AccountingStandard(AS-17) on segment reporting issued by the Institute of Chartered Accountants of India

2 Detail in respect of Opening Stock Sales and Closing Stock as follows

3 (a) During the year the company has recognized the following amounts as Defined Contribution Pan in theProfit and Loss Account

i) Employers Contribution to Provident Fund - Rs 5871 Lacsii) Employers Contribution to Employee State Insurance - Rs 1579 Lacs

The calculation of Earnings Per Share (EPS) as disclosed in the Balance Sheet Abstract

(b) During the year the Company has made provision for Gratuity in books asdesigned benefit plan

4 Subsequent to Accounting Standards -22 Accounting for Taxes on Income Issued by the Institute ofCharteredAccountants of India Deferred Tax Expenses of Rs 120557700 for the periods is recognized inthe profit and LossAmount

Calculation of Deferred TaxLiability is as followsWritten down value of Fixed Assets as on 31032016 (As per Company Act) 168178793Written down value of Fixed Assets as on 31032016 (As per Income Tax Act) 114371729bull Timing Difference 53807064bull Tax 3090 16626383bull Deferred Tax Liability as on 31032016 16626383bull Deferred Tax Liability as on 31042015 15420806bull Deferred Tax Liability to be provided for 1205577

5 Legal amp Professional Fees includes Payments to Auditors comprising as follows-i) Statutory Audit fee Rs 10000000ii) Tax audit and Vat audit Fee Rs 5000000

6 Related Party Disclosure in accordance with Accounting Standard-18

Pacific Finlease Pvt LtdRahul Sidhu Enterprises Pvt LtdRSG Studios Pvt Ltd

(a) Enterprises owned or Significantly Influenced by Directors and their Relatives

60 HIRA AUTOMOBILES LIMITED

Particulars Opening Stock Sales Closing StockQty

825VehiclesSpares ampAccessory

Amount(Rs In Lacs)

37213632756

Qty

5627

Amount(Rs In Lacs)2647068260272

Qty

1131

Amount(Rs In Lacs)

38093031155

b)

Pacific Finlease Pvt Ltd

Rahul Sidhu Enterprises Pvt Ltd

RSGStudios Pvt Ltd

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 1915Interest Recovered during the financial year 207

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 14379Interest Recovered during the financial year 035

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 6229Interest Recovered during the financial year 618

7 Calculation of Earning Per Share is as follows Profit after Tax as per Profit amp Loss Account as on 3132016 5630835

For Basic Earning Per share 2753440For Diluted Earning Per Share 2753440

Basic 219Diluted 219

8 Balance confirmation letters have been obtained from some of the parties on test check basis9 Figures of Previous year have been re-grouped and re classified wherever necessary in order to

conform to the current years presentation

As per our report of even date

No of Equity Share (Face value Rs 10- each)

Detail of transaction for the financial year 2015-16

Earning Per Share

61 HIRA AUTOMOBILES LIMITED

Page 46: HIRAAUTOMOBILESLIMITED - bseindia.com · S. Isher Singh Director Mrs. Neha Sidhu Whole time Director Mrs ... Name Rahulinder Singh Sidhu Age 34 Brief Resume Working as Director in

Annexure B To Auditors ReportAnnexure referred to in paragraph 3 of our report of even date

1 (a) The Company has maintained proper records showing full particulars including quantitativedetailsand situation of fixed assets at Corporate Office and in the process of maintaining at outlets

(b) We have been informed that the fixed assets of the company have been physically verified by themanagement at reasonable intervals and no material discrepancies were noticed on such verification

2 (a) As informed to us physical verification of inventory of the company has been conducted by themanagement at reasonable intervals (b) In our opinion and according to the explanations givento us the procedures of Physical verification of inventory followed by the management arereasonable and adequate in relation to the size of the company and the nature of its business

(c) In our opinion and according to the explanations given to us the Company is maintainingproper records of inventory We have been informed that no material discrepancies have been noticedon physical verification as compared to records

3 (a) According to the information and explanation given to us the Company has advanced inter corporatedeposits to three companies covered in the register maintained under section 189 of the CompaniesAct2013 and there is no stipulation as to the time period for recovery of principal and interest amount ofunsecured loan given

(b) Further as there is no stipulation as to the time period for recovery of principal amount ofunsecured loan given we are unable to comment on the overdue amount in respect of thesaid loan

4 In our opinion and according to the information and explanations given to us the Company has compliedwith the provisions of Sections 185 and 186 of the CompaniesAct 2013 in respect of grant of loans makinginvestments and providing guarantees and securities

5 According to the information and explanation given to us the Company has not accepted deposits frompublic Advances from customers for sale of vehicles and against sale promotion schemes run by theCompany to promote its sale are received and paid in the ordinary course of business

6 The maintenance of cost records under section 148(1) of the CompaniesAct 2013 has not been prescribedby the Central government for the Companysince it is not manufacturing Company

7 (a) According to the information and explanations given to us the company is generally regular indepositing all statutory dues including provident fund investor education and protection fundemployees state insurance income tax sales tax wealth tax custom duty excise duty cess and anyother statutory due with appropriate authority during the year

(b) According to the information and explanations given to us there are no disputed amount payables inrespect of provident fund investor education and protection fund employees state insurance incometax sales tax wealth tax customduty excise duty cess by the Company

(c ) No amount was lying with the company which was required to be transferred to investor education andprotection fund in accordance with the relevant provisions of the CompaniesAct 1956 (1 of 1956) andrulesmade there under

8 As informed to us the companyhas not defaulted in repayment of dues to financial institutions or banks

9 As informed to us the company has not given any guarantee for loans taken by others from bank orfinancial institutions

47 HIRA AUTOMOBILES LIMITED

10 As informed to us the proceeds of the term loans taken by the company are applied for the purpose forwhich the loans were obtained

11 Based on the audit procedures performed for the purpose of reporting the true and fair view of the financialstatements and as per the information and explanation given by the management we report that no fraudby the company has been noticed or reported during the course of our audit

48 HIRA AUTOMOBILES LIMITED

49

Particulars Note No As at As atMarch 312016 March 312015

I EQUITY AND LIABILITIES(1) Shareholders funds

(a) Share capital 2 2753440000 2753440000(b) Reserves and Surplus 3 6240053700 5676970200

(2) Non-current liabilities(a) Long term borrowings 4 10202167800 9006585600(b) Deferred tax liabilities (net) 5 1662638300 1542080600(c) Other long-term liabilities 6 5734992800 5067035200

(d) Long-term provisions 7 1339912400 1244415300(3) Current liabilities

(a) Short term Borrowings 8 49363423500 59501393100(b) Trade payables 9 1502741100 6123301200(c) Other current liabilities 10 3671194600 4679162300(d) Short term provisions 11 823155600 789863800

Total 83293719800 96384247300ASSETS

(1) Non-Current assets(a) Fixed assets

(i) Tangible assts 12 16817879700 16711642800(ii) Intangible assets 13 - -

(b) Non-current investments 14 1120000 1120000(d) Long-term loans and advances 15 2618538200 2251312400

(2) Current assets(a) Inventories 16 41208502100 40489156300(b) Trade Receivables 17 14372057700 13922503000(d) Cash and Cash equivalents 18 3697504100 11556587000(e) Short-term Loans and Advances 19 4497240800 11399114400(f) Other Current assets 20 80877200 52811400

Total 83293719800 96384247300

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

(IN RUPEES)

Chairman and Managing Director

Balance Sheet

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies 1

50

Particulars Note No Year Ended Year EndedMarch 312016 March 312015

I Revenue from operations 21 310372896800 323733670200II Other income 22 136994600 525412000III Total Revenue(I+II) 310509891400 324259082200IV Expenses

a Cost of Material Consumed 23 1357073500 1293751900b Purchase of Stock-in-Trade 24 281848216100 294479334400c Changes in Inventories of Finished Goods 25 (719345800) (186205700)d Employee Benefits Expenses 26 12664754100 12944732800e Finance Costs 27 5604834800 4157234900f Depreciation and Amortization expense 12 1358225700 1559476600g Other Expenses 28 7395406500 8383136200

Total Expenses 309509164900 322631461100V Profit before tax (III-IV) 1000726500 1627621100

VI Tax expense(a)Current tax 275985000 473844400(b)Deferred tax 120557700 -

VII Profit for the Year(V-VI) 604183800 1153776700VIII Prior period tax expenses 41100300 75346500IX Earnings per Equity Share(in Rupees) 563083500 1078430200

Basic 219 392Diluted 219 392

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

Profit amp Loss Account

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies

51

Particulars As at March 312016 As at March 312015A Cash Flow from Operating Activities

Net Profit before Tax 1627621100Adjustment forDepreciation 1559476600Interest expenses 4157234900Loss Profit on Sale of Fixed Assets -

Operating ProfitLoss before Working Capital Changes 7344332600Adjustment for(Increase)Decrease in Trade amp Other receivables 940107800(Increase)Decrease in Inventory (186205700)Increase(Decrease) in Trade Payables amp other provisions (4054306400)(Increase)Decrease in Other Loans amp Advances (4635970800)Cash generated from operations (592042500)Taxes Paid (549190900)Previous Year Taxes (Net) -Net Cash from Operating Activities (A) (1141233400)

B Cash Flow from Investing Activities(Purchase) of FixedCapital Expenditure (2227931100)Sale of Fixed Assets 883140700Sale(Purchase) of Investment (315826300)

Net Cash used in Investing Activities (B) (1660616700)C Cash Flow from Finance Activities

Proceeds from Long Term Borrowing (Net) (4869873700)Secured Loan 18024550800Unsecured Loan - 991878400Interest paid (4157234900)Net Cash from Financing Activities (C ) 9989320600

Net increase in Cash and Equivalents (A+B+C) 7187470500Opening Balance of Cash and Cash Equivalents 4369116500

Closing Balance of Cash and Cash Equivalents

1000726500

13582257005604834800

69725800

8033512800

(449554700)(719345800)

(5595236000)68738078008143184100(275985000)

(41100300)7826098800

(1622365700)88177300

(367225800)

(1901414200)

1959036900(10137969600)

(5604834800)(13783767500)

(7859082900)11556587000

3697504100 11556587000

Notes1 Figures in brackets indicate cash outflow2 The above Cash Flow Statement has been prepared under the indirect method set out in AS 3-Cash

Flow Statement as prescribed by Companies (Accouning Stanadards)Rules2006

This is the Cash Flow Statement referred to our report of even date

Cash Flow Statement

HIRA AUTOMOBILES LIMITED

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

For the Year Ended 31 March 2016st

52

Notes to Accounts2 SHARE CAPITAL

As at March 31 2016 As at March 312015(1)AUTHORISED6000000 Equity shares of Rs10-each 6000000000 6000000000

FULLY PAID UP

ISSUEDSUBSCRIBED -2753440 Equity shares of Rs10 each

6000000000 6000000000

2753440000 2753440000

2753440000 2753440000

Shares at the beginning of the accounting Period2753440 Equity shares of Rs10- each 2753440000 2753440000Additions during the year - -Shares outstanding at the end of year 2753440000 2753440000Total 2753440000 2753440000

(a) Rights Preferences and Restrictions Attached to sharesEquity Shares The Company has only one class of equity shares having a par value of Rs 10 per shareEach Shareholder is entitled to one vote per share In the event of liquidation of the company the holder ofequity shares will be entitled to receive any of the remaining of the Company after distribution of allpreferential amounts However no such preferential amount exist currently The distribution will be inproportion to the number of equity shares held by the equity shareholders(b) Detail of Shares held by Shareholders holding more than 5 of the Aggregate Shares in theCompany

Name of Shareholders No of Shares Shareholding as at March31 2016

Rajinder Kaur Bhattal 826000 3000Kuldeep Singh Bhattal 272100 988Rahul Sidhu 270000 981Simran Bajwa 265000 962Manjeet Kaur Sangha 862900 3134

3 RESERVES AND SURPLUSAs at March 312016 As at March 312015

General reserveAt the beginning of the accounting period 723675000

-

-

-

-

723675000Additions during the yearAt the end of the accounting period 723675000 723675000Surplus in Statement of Profit and LossAt the beginning of the accounting period 4953295200 3874865000Additions during the year 563083500 1078430200(balance in statement of profit amp loss ac)prior period expenses written offtransfer tofrom reservesAt the end of the accounting period 5516378700 4953295200

Total 6240053700 56769702004 LONG TERM BORROWINGS

As at March 312016 As at March 312015SECUREDTerm loan(Secured against hypof car and guaranteed bythe directors of the co)

(Secured against Focal Point Properties andguaranteed by directors)

-

5018479300

142138000

5774447600

UNSECUREDLoans from directors 5183688500 3090000000Loans from shareholders and public - -Total 10202167800 9006585600

Term loan

HIRA AUTOMOBILES LIMITED

53

5 DEFERRED TAX LIABILITIES (NET)As at March 312016 As at March 312015

Deferred tax liabilities 1662638300 1542080600Total 1662638300 1542080600

6 OTHER LONG TERM LIABILITIESAs at March 312016 As at March 312015

Sales promotion scheme- Customeradvances

5046479000 4415090000

Security from Employees 688513800 651945200Total 5734992800 5067035200

7 LONG TERM PROVISIONSAs at March 312016 As at March 312015

Gratuity provision 1339912400 1244415300Total 1339912400 1244415300

10 OTHER CURRENT LIABILITIESAs at March 312015

Current maturities of long term debts 880473400 1674618400Interest accrued and due on borrowings - -Value added tax and CST 2185026500 2517359600TDS payable 111535600 157798400Current year taxes payable(net of advance tax) - -

Other payables 494159100 329385900Total 3671194600 4679162300

11 SHORT TERM PROVISIONS

(a) Provisions for employee benefits 823155600 789863800

8 SHORT TERM BORROWINGSAs at March 312016 As at March 312015

Secured loans from banksPunjab National Bank -(secured against hypothecation of stockand book-debts)Gur Mandi Patiala 30680878500 29077205300Gagan Chowk Rajpura 1863121400 1705992300New Grain Market Muktsar and Malout 842363700 757042200Inventory funding 15977059900 27961153300(secured against hypothecation of stockand book-debts)Total 49363423500 59501393100

9 TRADE PAYABLESAs at March 312016 As at March 312015

Sundry Creditors 357269200 2822407500Advance from Parties-Interest free 1145471900 3300893700Total 1502741100 6123301200

HIRA AUTOMOBILES LIMITED

As at March 312016 As at March 312015

Total 823155600 789863800

As at March 312016

54 HIRA AUTOMOBILES LIMITED

14 NON CURRENT INVESTMENTAs at March 312016 As at March 312015

Investment in Shares 1120000 1120000Investment in Mutual Funds - -

Total 1120000 1120000

15 LONG TERM LOANS AND ADVANCESAs at March 312016 As at March 312015

Security Deposits 366283000 337485500(Unsecured considered good unlessOtherwise Stated)Intercorporate Deposits 2252255200 1913826900Total 2618538200 2251312400

16 INVENTORIESAs at March 312016 As at March 312015

(As taken valued amp certified by the management)

Stock in Trade (in respect of goodsacquired for trading )

38093012700 37213584000

Stores Spares amp Loose tools 3115489400 3275572300

Total 41208502100 40489156300

17 TRADE RECEIVABLESAs at March 312016 As at March 312015

(unsecured considered good unlessotherwise stated)(1)Debts outstanding for a period exceeding

six months from the date they are due 513584600 623548900(2)Other debts 13858473100 13298954100Total 14372057700 13922503000

55

18 CASH amp CASH EQUIVALENTS As at March 312016 As at March 312015

(a) Balance with BanksFixed deposits 1260950600 812770600(Earmarked balances with banksheld as margin moneyagainst borrowingsand other commitments)Current accounts 1243916600 6403274200Gold Coins 29547200 29547200(b) Cheques Draft on HandCheques in HandCash in hand

202088500961001200

30714258001239569200

Total 3697504100 11556587000

19 SHORT TERM LOANS amp ADVANCESAs at March 312016 As at March 312015

(Unsecured considered good unlessotherwise stated)advances recoverable in cash orin kind for the value to be received(1)Advance to parties 2541662700 9294257800(2) Receivable from revenue authorities 551783000 569108700(3)Current years taxes recoverable(net ofliability)

332615600 380504500

(4) Other advances 1071179500 1155243400Total 4497240800 11399114400

HIRA AUTOMOBILES LIMITED

56

20 OTHER CURRENT ASSETSAs at March 312016 As at March 312015

Prepaid Expenses 80877200 52811400

Total 52811400

21 REVENUE FROM OPERATIONSAs at March 312016 As at March 312015

Sale of products 290733945600 301324413800Sale of services 9681919400 10435033800

Other operating revenues 9957031800 11974222600310372896800 323733670200

Less Excise duty - -Total 310372896800 323733670200

22 OTHER INCOMEAs at March 312016 As at March 312015

Interest income 87335400 279807100Other Non-operating income 49659200 245604900Total 136994600 525412000

23 COST OF MATERIAL CONSUMEDAs at March 312016 As at March 312015

Purchases Raw-Materials and PackingMaterials

1357073500 1293751900

Add Opening balance of stock - -1357073500 1293751900

Less Closing balance of stock - -Total 1357073500 1293751900

80877200

24 PURCHASE OF STOCK IN TRADEAs at March 312016 As at March 312015

Purchases of Traded goods 281848216100 294479334400

Total 281848216100 294479334400

25 CHANGES IN INVENTORIESAs at March 312016 As at March 312015

Finished Goodsat the beginning of the accounting period - -at the end of the accounting period - -Stock-in-Tradeat the beginning of the accounting period 40489156300 40302950600at the end of the accounting period 41208502100 40489156300Total (719345800) (186205700)

26 EMPLOYEE BENEFIT EXPENSESAs at March 312016 As at March 312015

Salary and Wages 8156996000 9654096800HRA Expenses and other allowance 2733336200 1148756100Contribution to Provident fund 587123100 490338400Contribution to Employees state Insurance fund 157923000 161030000Workers and Staff Welfare 299823200 269213600Gratuity Expenses 95497100 64570600Bonus 420931500 903597900Employees Training and Uniform expenses 213124000 253129400Total 12664754100 12944732800

HIRA AUTOMOBILES LIMITED

57

27 FINANCE COSTSAs at March 312016 As at March 312015

Interest ExpenseInterest to Banks 4309580000 3483884100Interest on Unsecured loans 1196279800 577607600Interest to Customers (36290200) (95330900)Interest to MSIL (121679800) (50429300)Interest to Bank on Vehicle loan 29667800 43272600Bank Charges 227277200 198230800

Total 5604834800 4157234900

28 OTHER EXPENSESAs at March 312016 As at March 312015

Accessories Expenses 9551600 18313400Festival Expenses 30357200 8141000Donation 13123500 9144500Freight Inward 23896900 26399000Power amp Fuel 913761800 911434100Software Usage Charges 91413600 86473500Entertainment Exp 19129900 29106000Rent Rates amp Taxes 701191800 671145200General Expenses 162725500 138611000Godown Rent 57600000 48125000Insurance 161551400 173705300Legal expenses 43474400 60436900Misc Expenses 7073900 3598300News Paper amp Periodicals 9374100 7947200Outside Labour Expenses 284322400 102072700Payment to the Auditors 48313400 15000000Postage amp Courier Expenses 10683600 13298800Professional Charges 147965200 1006744000Printing amp Stationery 165125400 223093400Repair to Buildings and fixed assets 309177500 427256800MDS Expenses 21264900 35806500Telephone Expenses 326712100 525640000Workshop Expenses 325704400 579373600Vehicle Running Expenses 182200200 225090800Other expenses 18263600 405070100Advertisement ExpensesDiscounts

99310800745200400

118382500821623000

Customer welfare 146224200 161357500Demo Expenses amp PDI Expenses 372510300 437441500Sales Promotion 696744200 773152400Sale Commission amp Incentives 160190000 35180000Pool Cancellation and lifting charges 202092600 166694500Marketing Staff Tour expensesTrue Value Expenses

531070200358105500

581622300442725000

Total 7395406500 8383136200

HIRA AUTOMOBILES LIMITED

58 HIRA AUTOMOBILES LIMITED

Post-Employment BenefitsDefined Contribution PlansA defined contribution plan is a post-employment benefit plan under which the Company pays specifiedContributions to a separate entity The Company makes specified monthly contributions towards ProvidentFund Superannuation Fund and Pension Scheme The Companys contribution is recognized as an expense inthe Profit and Loss Statement during the period in which the employee renders the related service

The Company does not deal with Foreign Currency hence AS-11 ldquoEffect of changes in Foreign Exchangesissued bythe Institute of Chartered Accountantsof India isnot applicable

Cash Flow Statements has been prepared following the indirect method set out in the Accounting Standard-3 on ldquoCash Statements ldquoissued by the Institute of Chartered Accountants of India

(i) Income tax expenses for the period comprise of Current Tax amp Deffered Tax(ii) Current tax is measured at the amount expected to be paid to the tax authorities using the applicable tax

Rates of the Income TaxAct 1961(iii) Deferred Tax is calculated on the timing differences being the difference between accounting income and

taxable income which originates in one period and are capable of reversal in one or more subsequentaccounting periods in accordance with the provisions of Accounting Standard -22 on ldquoAccounting forTaxeson Incomerdquo issued by the Institute of Chartered Accountants of IndiaDeferred tax assets are recognized only to the extent that there is a reasonable certainty that sufficientfuture income will be available except that deferred tax assets in case there are unabsorbed depreciationor losses are recognized if there is virtual certainty that sufficient future taxable income will be available torealize the same

Depreciation on Fixed Assets is provided on the basis of Straight Line Method (SLM) Depreciation isprovided based on useful life of the assets as prescribed in Schedule II to the Companies Act 2013

Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and itis probable that an outflow of resources will be required to settle the obligation and a reliable estimate canbe made Provisions are not discounted to their present value and are determined based on the bestestimate required to settle the obligation at the reporting date These estimates are reviewed at eachreporting date and adjusted to reflect the current best estimatesContingent liabilities are disclosed unless the possibility of outflow of resources is remoteContingent assets are neither recognized nor disclosed in the financial statements

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value Animpairment loss is charged to the Profit and Loss Statement in the year in which an asset is identified asimpaired The impairment loss recognized in prior accounting period is reversed if there has been a changein the estimate of recoverable amount

G) ForeignCurrencyTransaction

H) CashFlowStatements

J) Depreciation

K) ProvisionsandContingent liabilities

L) Impairment ofAssets

I) TaxesonIncome

59 HIRA AUTOMOBILES LIMITED

M) EarningsPer Share

N) Segment Reporting

has been made in accordance with the requirement of Accounting Standard (AS) -20 on Earnings PerShare issued by the Institute of Chartered Accountants of India Diluted Earning per share is the same asBasic Earning per share because there is no potential equity shares which would have dilutive effect onearning per shares to equity shareholders

The Company is Authorized Dealer of Maruti Suzuki India Limited (MSIL) and hence is engaged in thebusiness of sale amp service of MSIL vehicles As the basic nature of sale of variants of vehicles is governedby the same set of risk amp returns these have been grouped as single segment as per AccountingStandard(AS-17) on segment reporting issued by the Institute of Chartered Accountants of India

2 Detail in respect of Opening Stock Sales and Closing Stock as follows

3 (a) During the year the company has recognized the following amounts as Defined Contribution Pan in theProfit and Loss Account

i) Employers Contribution to Provident Fund - Rs 5871 Lacsii) Employers Contribution to Employee State Insurance - Rs 1579 Lacs

The calculation of Earnings Per Share (EPS) as disclosed in the Balance Sheet Abstract

(b) During the year the Company has made provision for Gratuity in books asdesigned benefit plan

4 Subsequent to Accounting Standards -22 Accounting for Taxes on Income Issued by the Institute ofCharteredAccountants of India Deferred Tax Expenses of Rs 120557700 for the periods is recognized inthe profit and LossAmount

Calculation of Deferred TaxLiability is as followsWritten down value of Fixed Assets as on 31032016 (As per Company Act) 168178793Written down value of Fixed Assets as on 31032016 (As per Income Tax Act) 114371729bull Timing Difference 53807064bull Tax 3090 16626383bull Deferred Tax Liability as on 31032016 16626383bull Deferred Tax Liability as on 31042015 15420806bull Deferred Tax Liability to be provided for 1205577

5 Legal amp Professional Fees includes Payments to Auditors comprising as follows-i) Statutory Audit fee Rs 10000000ii) Tax audit and Vat audit Fee Rs 5000000

6 Related Party Disclosure in accordance with Accounting Standard-18

Pacific Finlease Pvt LtdRahul Sidhu Enterprises Pvt LtdRSG Studios Pvt Ltd

(a) Enterprises owned or Significantly Influenced by Directors and their Relatives

60 HIRA AUTOMOBILES LIMITED

Particulars Opening Stock Sales Closing StockQty

825VehiclesSpares ampAccessory

Amount(Rs In Lacs)

37213632756

Qty

5627

Amount(Rs In Lacs)2647068260272

Qty

1131

Amount(Rs In Lacs)

38093031155

b)

Pacific Finlease Pvt Ltd

Rahul Sidhu Enterprises Pvt Ltd

RSGStudios Pvt Ltd

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 1915Interest Recovered during the financial year 207

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 14379Interest Recovered during the financial year 035

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 6229Interest Recovered during the financial year 618

7 Calculation of Earning Per Share is as follows Profit after Tax as per Profit amp Loss Account as on 3132016 5630835

For Basic Earning Per share 2753440For Diluted Earning Per Share 2753440

Basic 219Diluted 219

8 Balance confirmation letters have been obtained from some of the parties on test check basis9 Figures of Previous year have been re-grouped and re classified wherever necessary in order to

conform to the current years presentation

As per our report of even date

No of Equity Share (Face value Rs 10- each)

Detail of transaction for the financial year 2015-16

Earning Per Share

61 HIRA AUTOMOBILES LIMITED

Page 47: HIRAAUTOMOBILESLIMITED - bseindia.com · S. Isher Singh Director Mrs. Neha Sidhu Whole time Director Mrs ... Name Rahulinder Singh Sidhu Age 34 Brief Resume Working as Director in

10 As informed to us the proceeds of the term loans taken by the company are applied for the purpose forwhich the loans were obtained

11 Based on the audit procedures performed for the purpose of reporting the true and fair view of the financialstatements and as per the information and explanation given by the management we report that no fraudby the company has been noticed or reported during the course of our audit

48 HIRA AUTOMOBILES LIMITED

49

Particulars Note No As at As atMarch 312016 March 312015

I EQUITY AND LIABILITIES(1) Shareholders funds

(a) Share capital 2 2753440000 2753440000(b) Reserves and Surplus 3 6240053700 5676970200

(2) Non-current liabilities(a) Long term borrowings 4 10202167800 9006585600(b) Deferred tax liabilities (net) 5 1662638300 1542080600(c) Other long-term liabilities 6 5734992800 5067035200

(d) Long-term provisions 7 1339912400 1244415300(3) Current liabilities

(a) Short term Borrowings 8 49363423500 59501393100(b) Trade payables 9 1502741100 6123301200(c) Other current liabilities 10 3671194600 4679162300(d) Short term provisions 11 823155600 789863800

Total 83293719800 96384247300ASSETS

(1) Non-Current assets(a) Fixed assets

(i) Tangible assts 12 16817879700 16711642800(ii) Intangible assets 13 - -

(b) Non-current investments 14 1120000 1120000(d) Long-term loans and advances 15 2618538200 2251312400

(2) Current assets(a) Inventories 16 41208502100 40489156300(b) Trade Receivables 17 14372057700 13922503000(d) Cash and Cash equivalents 18 3697504100 11556587000(e) Short-term Loans and Advances 19 4497240800 11399114400(f) Other Current assets 20 80877200 52811400

Total 83293719800 96384247300

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

(IN RUPEES)

Chairman and Managing Director

Balance Sheet

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies 1

50

Particulars Note No Year Ended Year EndedMarch 312016 March 312015

I Revenue from operations 21 310372896800 323733670200II Other income 22 136994600 525412000III Total Revenue(I+II) 310509891400 324259082200IV Expenses

a Cost of Material Consumed 23 1357073500 1293751900b Purchase of Stock-in-Trade 24 281848216100 294479334400c Changes in Inventories of Finished Goods 25 (719345800) (186205700)d Employee Benefits Expenses 26 12664754100 12944732800e Finance Costs 27 5604834800 4157234900f Depreciation and Amortization expense 12 1358225700 1559476600g Other Expenses 28 7395406500 8383136200

Total Expenses 309509164900 322631461100V Profit before tax (III-IV) 1000726500 1627621100

VI Tax expense(a)Current tax 275985000 473844400(b)Deferred tax 120557700 -

VII Profit for the Year(V-VI) 604183800 1153776700VIII Prior period tax expenses 41100300 75346500IX Earnings per Equity Share(in Rupees) 563083500 1078430200

Basic 219 392Diluted 219 392

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

Profit amp Loss Account

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies

51

Particulars As at March 312016 As at March 312015A Cash Flow from Operating Activities

Net Profit before Tax 1627621100Adjustment forDepreciation 1559476600Interest expenses 4157234900Loss Profit on Sale of Fixed Assets -

Operating ProfitLoss before Working Capital Changes 7344332600Adjustment for(Increase)Decrease in Trade amp Other receivables 940107800(Increase)Decrease in Inventory (186205700)Increase(Decrease) in Trade Payables amp other provisions (4054306400)(Increase)Decrease in Other Loans amp Advances (4635970800)Cash generated from operations (592042500)Taxes Paid (549190900)Previous Year Taxes (Net) -Net Cash from Operating Activities (A) (1141233400)

B Cash Flow from Investing Activities(Purchase) of FixedCapital Expenditure (2227931100)Sale of Fixed Assets 883140700Sale(Purchase) of Investment (315826300)

Net Cash used in Investing Activities (B) (1660616700)C Cash Flow from Finance Activities

Proceeds from Long Term Borrowing (Net) (4869873700)Secured Loan 18024550800Unsecured Loan - 991878400Interest paid (4157234900)Net Cash from Financing Activities (C ) 9989320600

Net increase in Cash and Equivalents (A+B+C) 7187470500Opening Balance of Cash and Cash Equivalents 4369116500

Closing Balance of Cash and Cash Equivalents

1000726500

13582257005604834800

69725800

8033512800

(449554700)(719345800)

(5595236000)68738078008143184100(275985000)

(41100300)7826098800

(1622365700)88177300

(367225800)

(1901414200)

1959036900(10137969600)

(5604834800)(13783767500)

(7859082900)11556587000

3697504100 11556587000

Notes1 Figures in brackets indicate cash outflow2 The above Cash Flow Statement has been prepared under the indirect method set out in AS 3-Cash

Flow Statement as prescribed by Companies (Accouning Stanadards)Rules2006

This is the Cash Flow Statement referred to our report of even date

Cash Flow Statement

HIRA AUTOMOBILES LIMITED

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

For the Year Ended 31 March 2016st

52

Notes to Accounts2 SHARE CAPITAL

As at March 31 2016 As at March 312015(1)AUTHORISED6000000 Equity shares of Rs10-each 6000000000 6000000000

FULLY PAID UP

ISSUEDSUBSCRIBED -2753440 Equity shares of Rs10 each

6000000000 6000000000

2753440000 2753440000

2753440000 2753440000

Shares at the beginning of the accounting Period2753440 Equity shares of Rs10- each 2753440000 2753440000Additions during the year - -Shares outstanding at the end of year 2753440000 2753440000Total 2753440000 2753440000

(a) Rights Preferences and Restrictions Attached to sharesEquity Shares The Company has only one class of equity shares having a par value of Rs 10 per shareEach Shareholder is entitled to one vote per share In the event of liquidation of the company the holder ofequity shares will be entitled to receive any of the remaining of the Company after distribution of allpreferential amounts However no such preferential amount exist currently The distribution will be inproportion to the number of equity shares held by the equity shareholders(b) Detail of Shares held by Shareholders holding more than 5 of the Aggregate Shares in theCompany

Name of Shareholders No of Shares Shareholding as at March31 2016

Rajinder Kaur Bhattal 826000 3000Kuldeep Singh Bhattal 272100 988Rahul Sidhu 270000 981Simran Bajwa 265000 962Manjeet Kaur Sangha 862900 3134

3 RESERVES AND SURPLUSAs at March 312016 As at March 312015

General reserveAt the beginning of the accounting period 723675000

-

-

-

-

723675000Additions during the yearAt the end of the accounting period 723675000 723675000Surplus in Statement of Profit and LossAt the beginning of the accounting period 4953295200 3874865000Additions during the year 563083500 1078430200(balance in statement of profit amp loss ac)prior period expenses written offtransfer tofrom reservesAt the end of the accounting period 5516378700 4953295200

Total 6240053700 56769702004 LONG TERM BORROWINGS

As at March 312016 As at March 312015SECUREDTerm loan(Secured against hypof car and guaranteed bythe directors of the co)

(Secured against Focal Point Properties andguaranteed by directors)

-

5018479300

142138000

5774447600

UNSECUREDLoans from directors 5183688500 3090000000Loans from shareholders and public - -Total 10202167800 9006585600

Term loan

HIRA AUTOMOBILES LIMITED

53

5 DEFERRED TAX LIABILITIES (NET)As at March 312016 As at March 312015

Deferred tax liabilities 1662638300 1542080600Total 1662638300 1542080600

6 OTHER LONG TERM LIABILITIESAs at March 312016 As at March 312015

Sales promotion scheme- Customeradvances

5046479000 4415090000

Security from Employees 688513800 651945200Total 5734992800 5067035200

7 LONG TERM PROVISIONSAs at March 312016 As at March 312015

Gratuity provision 1339912400 1244415300Total 1339912400 1244415300

10 OTHER CURRENT LIABILITIESAs at March 312015

Current maturities of long term debts 880473400 1674618400Interest accrued and due on borrowings - -Value added tax and CST 2185026500 2517359600TDS payable 111535600 157798400Current year taxes payable(net of advance tax) - -

Other payables 494159100 329385900Total 3671194600 4679162300

11 SHORT TERM PROVISIONS

(a) Provisions for employee benefits 823155600 789863800

8 SHORT TERM BORROWINGSAs at March 312016 As at March 312015

Secured loans from banksPunjab National Bank -(secured against hypothecation of stockand book-debts)Gur Mandi Patiala 30680878500 29077205300Gagan Chowk Rajpura 1863121400 1705992300New Grain Market Muktsar and Malout 842363700 757042200Inventory funding 15977059900 27961153300(secured against hypothecation of stockand book-debts)Total 49363423500 59501393100

9 TRADE PAYABLESAs at March 312016 As at March 312015

Sundry Creditors 357269200 2822407500Advance from Parties-Interest free 1145471900 3300893700Total 1502741100 6123301200

HIRA AUTOMOBILES LIMITED

As at March 312016 As at March 312015

Total 823155600 789863800

As at March 312016

54 HIRA AUTOMOBILES LIMITED

14 NON CURRENT INVESTMENTAs at March 312016 As at March 312015

Investment in Shares 1120000 1120000Investment in Mutual Funds - -

Total 1120000 1120000

15 LONG TERM LOANS AND ADVANCESAs at March 312016 As at March 312015

Security Deposits 366283000 337485500(Unsecured considered good unlessOtherwise Stated)Intercorporate Deposits 2252255200 1913826900Total 2618538200 2251312400

16 INVENTORIESAs at March 312016 As at March 312015

(As taken valued amp certified by the management)

Stock in Trade (in respect of goodsacquired for trading )

38093012700 37213584000

Stores Spares amp Loose tools 3115489400 3275572300

Total 41208502100 40489156300

17 TRADE RECEIVABLESAs at March 312016 As at March 312015

(unsecured considered good unlessotherwise stated)(1)Debts outstanding for a period exceeding

six months from the date they are due 513584600 623548900(2)Other debts 13858473100 13298954100Total 14372057700 13922503000

55

18 CASH amp CASH EQUIVALENTS As at March 312016 As at March 312015

(a) Balance with BanksFixed deposits 1260950600 812770600(Earmarked balances with banksheld as margin moneyagainst borrowingsand other commitments)Current accounts 1243916600 6403274200Gold Coins 29547200 29547200(b) Cheques Draft on HandCheques in HandCash in hand

202088500961001200

30714258001239569200

Total 3697504100 11556587000

19 SHORT TERM LOANS amp ADVANCESAs at March 312016 As at March 312015

(Unsecured considered good unlessotherwise stated)advances recoverable in cash orin kind for the value to be received(1)Advance to parties 2541662700 9294257800(2) Receivable from revenue authorities 551783000 569108700(3)Current years taxes recoverable(net ofliability)

332615600 380504500

(4) Other advances 1071179500 1155243400Total 4497240800 11399114400

HIRA AUTOMOBILES LIMITED

56

20 OTHER CURRENT ASSETSAs at March 312016 As at March 312015

Prepaid Expenses 80877200 52811400

Total 52811400

21 REVENUE FROM OPERATIONSAs at March 312016 As at March 312015

Sale of products 290733945600 301324413800Sale of services 9681919400 10435033800

Other operating revenues 9957031800 11974222600310372896800 323733670200

Less Excise duty - -Total 310372896800 323733670200

22 OTHER INCOMEAs at March 312016 As at March 312015

Interest income 87335400 279807100Other Non-operating income 49659200 245604900Total 136994600 525412000

23 COST OF MATERIAL CONSUMEDAs at March 312016 As at March 312015

Purchases Raw-Materials and PackingMaterials

1357073500 1293751900

Add Opening balance of stock - -1357073500 1293751900

Less Closing balance of stock - -Total 1357073500 1293751900

80877200

24 PURCHASE OF STOCK IN TRADEAs at March 312016 As at March 312015

Purchases of Traded goods 281848216100 294479334400

Total 281848216100 294479334400

25 CHANGES IN INVENTORIESAs at March 312016 As at March 312015

Finished Goodsat the beginning of the accounting period - -at the end of the accounting period - -Stock-in-Tradeat the beginning of the accounting period 40489156300 40302950600at the end of the accounting period 41208502100 40489156300Total (719345800) (186205700)

26 EMPLOYEE BENEFIT EXPENSESAs at March 312016 As at March 312015

Salary and Wages 8156996000 9654096800HRA Expenses and other allowance 2733336200 1148756100Contribution to Provident fund 587123100 490338400Contribution to Employees state Insurance fund 157923000 161030000Workers and Staff Welfare 299823200 269213600Gratuity Expenses 95497100 64570600Bonus 420931500 903597900Employees Training and Uniform expenses 213124000 253129400Total 12664754100 12944732800

HIRA AUTOMOBILES LIMITED

57

27 FINANCE COSTSAs at March 312016 As at March 312015

Interest ExpenseInterest to Banks 4309580000 3483884100Interest on Unsecured loans 1196279800 577607600Interest to Customers (36290200) (95330900)Interest to MSIL (121679800) (50429300)Interest to Bank on Vehicle loan 29667800 43272600Bank Charges 227277200 198230800

Total 5604834800 4157234900

28 OTHER EXPENSESAs at March 312016 As at March 312015

Accessories Expenses 9551600 18313400Festival Expenses 30357200 8141000Donation 13123500 9144500Freight Inward 23896900 26399000Power amp Fuel 913761800 911434100Software Usage Charges 91413600 86473500Entertainment Exp 19129900 29106000Rent Rates amp Taxes 701191800 671145200General Expenses 162725500 138611000Godown Rent 57600000 48125000Insurance 161551400 173705300Legal expenses 43474400 60436900Misc Expenses 7073900 3598300News Paper amp Periodicals 9374100 7947200Outside Labour Expenses 284322400 102072700Payment to the Auditors 48313400 15000000Postage amp Courier Expenses 10683600 13298800Professional Charges 147965200 1006744000Printing amp Stationery 165125400 223093400Repair to Buildings and fixed assets 309177500 427256800MDS Expenses 21264900 35806500Telephone Expenses 326712100 525640000Workshop Expenses 325704400 579373600Vehicle Running Expenses 182200200 225090800Other expenses 18263600 405070100Advertisement ExpensesDiscounts

99310800745200400

118382500821623000

Customer welfare 146224200 161357500Demo Expenses amp PDI Expenses 372510300 437441500Sales Promotion 696744200 773152400Sale Commission amp Incentives 160190000 35180000Pool Cancellation and lifting charges 202092600 166694500Marketing Staff Tour expensesTrue Value Expenses

531070200358105500

581622300442725000

Total 7395406500 8383136200

HIRA AUTOMOBILES LIMITED

58 HIRA AUTOMOBILES LIMITED

Post-Employment BenefitsDefined Contribution PlansA defined contribution plan is a post-employment benefit plan under which the Company pays specifiedContributions to a separate entity The Company makes specified monthly contributions towards ProvidentFund Superannuation Fund and Pension Scheme The Companys contribution is recognized as an expense inthe Profit and Loss Statement during the period in which the employee renders the related service

The Company does not deal with Foreign Currency hence AS-11 ldquoEffect of changes in Foreign Exchangesissued bythe Institute of Chartered Accountantsof India isnot applicable

Cash Flow Statements has been prepared following the indirect method set out in the Accounting Standard-3 on ldquoCash Statements ldquoissued by the Institute of Chartered Accountants of India

(i) Income tax expenses for the period comprise of Current Tax amp Deffered Tax(ii) Current tax is measured at the amount expected to be paid to the tax authorities using the applicable tax

Rates of the Income TaxAct 1961(iii) Deferred Tax is calculated on the timing differences being the difference between accounting income and

taxable income which originates in one period and are capable of reversal in one or more subsequentaccounting periods in accordance with the provisions of Accounting Standard -22 on ldquoAccounting forTaxeson Incomerdquo issued by the Institute of Chartered Accountants of IndiaDeferred tax assets are recognized only to the extent that there is a reasonable certainty that sufficientfuture income will be available except that deferred tax assets in case there are unabsorbed depreciationor losses are recognized if there is virtual certainty that sufficient future taxable income will be available torealize the same

Depreciation on Fixed Assets is provided on the basis of Straight Line Method (SLM) Depreciation isprovided based on useful life of the assets as prescribed in Schedule II to the Companies Act 2013

Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and itis probable that an outflow of resources will be required to settle the obligation and a reliable estimate canbe made Provisions are not discounted to their present value and are determined based on the bestestimate required to settle the obligation at the reporting date These estimates are reviewed at eachreporting date and adjusted to reflect the current best estimatesContingent liabilities are disclosed unless the possibility of outflow of resources is remoteContingent assets are neither recognized nor disclosed in the financial statements

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value Animpairment loss is charged to the Profit and Loss Statement in the year in which an asset is identified asimpaired The impairment loss recognized in prior accounting period is reversed if there has been a changein the estimate of recoverable amount

G) ForeignCurrencyTransaction

H) CashFlowStatements

J) Depreciation

K) ProvisionsandContingent liabilities

L) Impairment ofAssets

I) TaxesonIncome

59 HIRA AUTOMOBILES LIMITED

M) EarningsPer Share

N) Segment Reporting

has been made in accordance with the requirement of Accounting Standard (AS) -20 on Earnings PerShare issued by the Institute of Chartered Accountants of India Diluted Earning per share is the same asBasic Earning per share because there is no potential equity shares which would have dilutive effect onearning per shares to equity shareholders

The Company is Authorized Dealer of Maruti Suzuki India Limited (MSIL) and hence is engaged in thebusiness of sale amp service of MSIL vehicles As the basic nature of sale of variants of vehicles is governedby the same set of risk amp returns these have been grouped as single segment as per AccountingStandard(AS-17) on segment reporting issued by the Institute of Chartered Accountants of India

2 Detail in respect of Opening Stock Sales and Closing Stock as follows

3 (a) During the year the company has recognized the following amounts as Defined Contribution Pan in theProfit and Loss Account

i) Employers Contribution to Provident Fund - Rs 5871 Lacsii) Employers Contribution to Employee State Insurance - Rs 1579 Lacs

The calculation of Earnings Per Share (EPS) as disclosed in the Balance Sheet Abstract

(b) During the year the Company has made provision for Gratuity in books asdesigned benefit plan

4 Subsequent to Accounting Standards -22 Accounting for Taxes on Income Issued by the Institute ofCharteredAccountants of India Deferred Tax Expenses of Rs 120557700 for the periods is recognized inthe profit and LossAmount

Calculation of Deferred TaxLiability is as followsWritten down value of Fixed Assets as on 31032016 (As per Company Act) 168178793Written down value of Fixed Assets as on 31032016 (As per Income Tax Act) 114371729bull Timing Difference 53807064bull Tax 3090 16626383bull Deferred Tax Liability as on 31032016 16626383bull Deferred Tax Liability as on 31042015 15420806bull Deferred Tax Liability to be provided for 1205577

5 Legal amp Professional Fees includes Payments to Auditors comprising as follows-i) Statutory Audit fee Rs 10000000ii) Tax audit and Vat audit Fee Rs 5000000

6 Related Party Disclosure in accordance with Accounting Standard-18

Pacific Finlease Pvt LtdRahul Sidhu Enterprises Pvt LtdRSG Studios Pvt Ltd

(a) Enterprises owned or Significantly Influenced by Directors and their Relatives

60 HIRA AUTOMOBILES LIMITED

Particulars Opening Stock Sales Closing StockQty

825VehiclesSpares ampAccessory

Amount(Rs In Lacs)

37213632756

Qty

5627

Amount(Rs In Lacs)2647068260272

Qty

1131

Amount(Rs In Lacs)

38093031155

b)

Pacific Finlease Pvt Ltd

Rahul Sidhu Enterprises Pvt Ltd

RSGStudios Pvt Ltd

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 1915Interest Recovered during the financial year 207

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 14379Interest Recovered during the financial year 035

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 6229Interest Recovered during the financial year 618

7 Calculation of Earning Per Share is as follows Profit after Tax as per Profit amp Loss Account as on 3132016 5630835

For Basic Earning Per share 2753440For Diluted Earning Per Share 2753440

Basic 219Diluted 219

8 Balance confirmation letters have been obtained from some of the parties on test check basis9 Figures of Previous year have been re-grouped and re classified wherever necessary in order to

conform to the current years presentation

As per our report of even date

No of Equity Share (Face value Rs 10- each)

Detail of transaction for the financial year 2015-16

Earning Per Share

61 HIRA AUTOMOBILES LIMITED

Page 48: HIRAAUTOMOBILESLIMITED - bseindia.com · S. Isher Singh Director Mrs. Neha Sidhu Whole time Director Mrs ... Name Rahulinder Singh Sidhu Age 34 Brief Resume Working as Director in

49

Particulars Note No As at As atMarch 312016 March 312015

I EQUITY AND LIABILITIES(1) Shareholders funds

(a) Share capital 2 2753440000 2753440000(b) Reserves and Surplus 3 6240053700 5676970200

(2) Non-current liabilities(a) Long term borrowings 4 10202167800 9006585600(b) Deferred tax liabilities (net) 5 1662638300 1542080600(c) Other long-term liabilities 6 5734992800 5067035200

(d) Long-term provisions 7 1339912400 1244415300(3) Current liabilities

(a) Short term Borrowings 8 49363423500 59501393100(b) Trade payables 9 1502741100 6123301200(c) Other current liabilities 10 3671194600 4679162300(d) Short term provisions 11 823155600 789863800

Total 83293719800 96384247300ASSETS

(1) Non-Current assets(a) Fixed assets

(i) Tangible assts 12 16817879700 16711642800(ii) Intangible assets 13 - -

(b) Non-current investments 14 1120000 1120000(d) Long-term loans and advances 15 2618538200 2251312400

(2) Current assets(a) Inventories 16 41208502100 40489156300(b) Trade Receivables 17 14372057700 13922503000(d) Cash and Cash equivalents 18 3697504100 11556587000(e) Short-term Loans and Advances 19 4497240800 11399114400(f) Other Current assets 20 80877200 52811400

Total 83293719800 96384247300

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

(IN RUPEES)

Chairman and Managing Director

Balance Sheet

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies 1

50

Particulars Note No Year Ended Year EndedMarch 312016 March 312015

I Revenue from operations 21 310372896800 323733670200II Other income 22 136994600 525412000III Total Revenue(I+II) 310509891400 324259082200IV Expenses

a Cost of Material Consumed 23 1357073500 1293751900b Purchase of Stock-in-Trade 24 281848216100 294479334400c Changes in Inventories of Finished Goods 25 (719345800) (186205700)d Employee Benefits Expenses 26 12664754100 12944732800e Finance Costs 27 5604834800 4157234900f Depreciation and Amortization expense 12 1358225700 1559476600g Other Expenses 28 7395406500 8383136200

Total Expenses 309509164900 322631461100V Profit before tax (III-IV) 1000726500 1627621100

VI Tax expense(a)Current tax 275985000 473844400(b)Deferred tax 120557700 -

VII Profit for the Year(V-VI) 604183800 1153776700VIII Prior period tax expenses 41100300 75346500IX Earnings per Equity Share(in Rupees) 563083500 1078430200

Basic 219 392Diluted 219 392

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

Profit amp Loss Account

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies

51

Particulars As at March 312016 As at March 312015A Cash Flow from Operating Activities

Net Profit before Tax 1627621100Adjustment forDepreciation 1559476600Interest expenses 4157234900Loss Profit on Sale of Fixed Assets -

Operating ProfitLoss before Working Capital Changes 7344332600Adjustment for(Increase)Decrease in Trade amp Other receivables 940107800(Increase)Decrease in Inventory (186205700)Increase(Decrease) in Trade Payables amp other provisions (4054306400)(Increase)Decrease in Other Loans amp Advances (4635970800)Cash generated from operations (592042500)Taxes Paid (549190900)Previous Year Taxes (Net) -Net Cash from Operating Activities (A) (1141233400)

B Cash Flow from Investing Activities(Purchase) of FixedCapital Expenditure (2227931100)Sale of Fixed Assets 883140700Sale(Purchase) of Investment (315826300)

Net Cash used in Investing Activities (B) (1660616700)C Cash Flow from Finance Activities

Proceeds from Long Term Borrowing (Net) (4869873700)Secured Loan 18024550800Unsecured Loan - 991878400Interest paid (4157234900)Net Cash from Financing Activities (C ) 9989320600

Net increase in Cash and Equivalents (A+B+C) 7187470500Opening Balance of Cash and Cash Equivalents 4369116500

Closing Balance of Cash and Cash Equivalents

1000726500

13582257005604834800

69725800

8033512800

(449554700)(719345800)

(5595236000)68738078008143184100(275985000)

(41100300)7826098800

(1622365700)88177300

(367225800)

(1901414200)

1959036900(10137969600)

(5604834800)(13783767500)

(7859082900)11556587000

3697504100 11556587000

Notes1 Figures in brackets indicate cash outflow2 The above Cash Flow Statement has been prepared under the indirect method set out in AS 3-Cash

Flow Statement as prescribed by Companies (Accouning Stanadards)Rules2006

This is the Cash Flow Statement referred to our report of even date

Cash Flow Statement

HIRA AUTOMOBILES LIMITED

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

For the Year Ended 31 March 2016st

52

Notes to Accounts2 SHARE CAPITAL

As at March 31 2016 As at March 312015(1)AUTHORISED6000000 Equity shares of Rs10-each 6000000000 6000000000

FULLY PAID UP

ISSUEDSUBSCRIBED -2753440 Equity shares of Rs10 each

6000000000 6000000000

2753440000 2753440000

2753440000 2753440000

Shares at the beginning of the accounting Period2753440 Equity shares of Rs10- each 2753440000 2753440000Additions during the year - -Shares outstanding at the end of year 2753440000 2753440000Total 2753440000 2753440000

(a) Rights Preferences and Restrictions Attached to sharesEquity Shares The Company has only one class of equity shares having a par value of Rs 10 per shareEach Shareholder is entitled to one vote per share In the event of liquidation of the company the holder ofequity shares will be entitled to receive any of the remaining of the Company after distribution of allpreferential amounts However no such preferential amount exist currently The distribution will be inproportion to the number of equity shares held by the equity shareholders(b) Detail of Shares held by Shareholders holding more than 5 of the Aggregate Shares in theCompany

Name of Shareholders No of Shares Shareholding as at March31 2016

Rajinder Kaur Bhattal 826000 3000Kuldeep Singh Bhattal 272100 988Rahul Sidhu 270000 981Simran Bajwa 265000 962Manjeet Kaur Sangha 862900 3134

3 RESERVES AND SURPLUSAs at March 312016 As at March 312015

General reserveAt the beginning of the accounting period 723675000

-

-

-

-

723675000Additions during the yearAt the end of the accounting period 723675000 723675000Surplus in Statement of Profit and LossAt the beginning of the accounting period 4953295200 3874865000Additions during the year 563083500 1078430200(balance in statement of profit amp loss ac)prior period expenses written offtransfer tofrom reservesAt the end of the accounting period 5516378700 4953295200

Total 6240053700 56769702004 LONG TERM BORROWINGS

As at March 312016 As at March 312015SECUREDTerm loan(Secured against hypof car and guaranteed bythe directors of the co)

(Secured against Focal Point Properties andguaranteed by directors)

-

5018479300

142138000

5774447600

UNSECUREDLoans from directors 5183688500 3090000000Loans from shareholders and public - -Total 10202167800 9006585600

Term loan

HIRA AUTOMOBILES LIMITED

53

5 DEFERRED TAX LIABILITIES (NET)As at March 312016 As at March 312015

Deferred tax liabilities 1662638300 1542080600Total 1662638300 1542080600

6 OTHER LONG TERM LIABILITIESAs at March 312016 As at March 312015

Sales promotion scheme- Customeradvances

5046479000 4415090000

Security from Employees 688513800 651945200Total 5734992800 5067035200

7 LONG TERM PROVISIONSAs at March 312016 As at March 312015

Gratuity provision 1339912400 1244415300Total 1339912400 1244415300

10 OTHER CURRENT LIABILITIESAs at March 312015

Current maturities of long term debts 880473400 1674618400Interest accrued and due on borrowings - -Value added tax and CST 2185026500 2517359600TDS payable 111535600 157798400Current year taxes payable(net of advance tax) - -

Other payables 494159100 329385900Total 3671194600 4679162300

11 SHORT TERM PROVISIONS

(a) Provisions for employee benefits 823155600 789863800

8 SHORT TERM BORROWINGSAs at March 312016 As at March 312015

Secured loans from banksPunjab National Bank -(secured against hypothecation of stockand book-debts)Gur Mandi Patiala 30680878500 29077205300Gagan Chowk Rajpura 1863121400 1705992300New Grain Market Muktsar and Malout 842363700 757042200Inventory funding 15977059900 27961153300(secured against hypothecation of stockand book-debts)Total 49363423500 59501393100

9 TRADE PAYABLESAs at March 312016 As at March 312015

Sundry Creditors 357269200 2822407500Advance from Parties-Interest free 1145471900 3300893700Total 1502741100 6123301200

HIRA AUTOMOBILES LIMITED

As at March 312016 As at March 312015

Total 823155600 789863800

As at March 312016

54 HIRA AUTOMOBILES LIMITED

14 NON CURRENT INVESTMENTAs at March 312016 As at March 312015

Investment in Shares 1120000 1120000Investment in Mutual Funds - -

Total 1120000 1120000

15 LONG TERM LOANS AND ADVANCESAs at March 312016 As at March 312015

Security Deposits 366283000 337485500(Unsecured considered good unlessOtherwise Stated)Intercorporate Deposits 2252255200 1913826900Total 2618538200 2251312400

16 INVENTORIESAs at March 312016 As at March 312015

(As taken valued amp certified by the management)

Stock in Trade (in respect of goodsacquired for trading )

38093012700 37213584000

Stores Spares amp Loose tools 3115489400 3275572300

Total 41208502100 40489156300

17 TRADE RECEIVABLESAs at March 312016 As at March 312015

(unsecured considered good unlessotherwise stated)(1)Debts outstanding for a period exceeding

six months from the date they are due 513584600 623548900(2)Other debts 13858473100 13298954100Total 14372057700 13922503000

55

18 CASH amp CASH EQUIVALENTS As at March 312016 As at March 312015

(a) Balance with BanksFixed deposits 1260950600 812770600(Earmarked balances with banksheld as margin moneyagainst borrowingsand other commitments)Current accounts 1243916600 6403274200Gold Coins 29547200 29547200(b) Cheques Draft on HandCheques in HandCash in hand

202088500961001200

30714258001239569200

Total 3697504100 11556587000

19 SHORT TERM LOANS amp ADVANCESAs at March 312016 As at March 312015

(Unsecured considered good unlessotherwise stated)advances recoverable in cash orin kind for the value to be received(1)Advance to parties 2541662700 9294257800(2) Receivable from revenue authorities 551783000 569108700(3)Current years taxes recoverable(net ofliability)

332615600 380504500

(4) Other advances 1071179500 1155243400Total 4497240800 11399114400

HIRA AUTOMOBILES LIMITED

56

20 OTHER CURRENT ASSETSAs at March 312016 As at March 312015

Prepaid Expenses 80877200 52811400

Total 52811400

21 REVENUE FROM OPERATIONSAs at March 312016 As at March 312015

Sale of products 290733945600 301324413800Sale of services 9681919400 10435033800

Other operating revenues 9957031800 11974222600310372896800 323733670200

Less Excise duty - -Total 310372896800 323733670200

22 OTHER INCOMEAs at March 312016 As at March 312015

Interest income 87335400 279807100Other Non-operating income 49659200 245604900Total 136994600 525412000

23 COST OF MATERIAL CONSUMEDAs at March 312016 As at March 312015

Purchases Raw-Materials and PackingMaterials

1357073500 1293751900

Add Opening balance of stock - -1357073500 1293751900

Less Closing balance of stock - -Total 1357073500 1293751900

80877200

24 PURCHASE OF STOCK IN TRADEAs at March 312016 As at March 312015

Purchases of Traded goods 281848216100 294479334400

Total 281848216100 294479334400

25 CHANGES IN INVENTORIESAs at March 312016 As at March 312015

Finished Goodsat the beginning of the accounting period - -at the end of the accounting period - -Stock-in-Tradeat the beginning of the accounting period 40489156300 40302950600at the end of the accounting period 41208502100 40489156300Total (719345800) (186205700)

26 EMPLOYEE BENEFIT EXPENSESAs at March 312016 As at March 312015

Salary and Wages 8156996000 9654096800HRA Expenses and other allowance 2733336200 1148756100Contribution to Provident fund 587123100 490338400Contribution to Employees state Insurance fund 157923000 161030000Workers and Staff Welfare 299823200 269213600Gratuity Expenses 95497100 64570600Bonus 420931500 903597900Employees Training and Uniform expenses 213124000 253129400Total 12664754100 12944732800

HIRA AUTOMOBILES LIMITED

57

27 FINANCE COSTSAs at March 312016 As at March 312015

Interest ExpenseInterest to Banks 4309580000 3483884100Interest on Unsecured loans 1196279800 577607600Interest to Customers (36290200) (95330900)Interest to MSIL (121679800) (50429300)Interest to Bank on Vehicle loan 29667800 43272600Bank Charges 227277200 198230800

Total 5604834800 4157234900

28 OTHER EXPENSESAs at March 312016 As at March 312015

Accessories Expenses 9551600 18313400Festival Expenses 30357200 8141000Donation 13123500 9144500Freight Inward 23896900 26399000Power amp Fuel 913761800 911434100Software Usage Charges 91413600 86473500Entertainment Exp 19129900 29106000Rent Rates amp Taxes 701191800 671145200General Expenses 162725500 138611000Godown Rent 57600000 48125000Insurance 161551400 173705300Legal expenses 43474400 60436900Misc Expenses 7073900 3598300News Paper amp Periodicals 9374100 7947200Outside Labour Expenses 284322400 102072700Payment to the Auditors 48313400 15000000Postage amp Courier Expenses 10683600 13298800Professional Charges 147965200 1006744000Printing amp Stationery 165125400 223093400Repair to Buildings and fixed assets 309177500 427256800MDS Expenses 21264900 35806500Telephone Expenses 326712100 525640000Workshop Expenses 325704400 579373600Vehicle Running Expenses 182200200 225090800Other expenses 18263600 405070100Advertisement ExpensesDiscounts

99310800745200400

118382500821623000

Customer welfare 146224200 161357500Demo Expenses amp PDI Expenses 372510300 437441500Sales Promotion 696744200 773152400Sale Commission amp Incentives 160190000 35180000Pool Cancellation and lifting charges 202092600 166694500Marketing Staff Tour expensesTrue Value Expenses

531070200358105500

581622300442725000

Total 7395406500 8383136200

HIRA AUTOMOBILES LIMITED

58 HIRA AUTOMOBILES LIMITED

Post-Employment BenefitsDefined Contribution PlansA defined contribution plan is a post-employment benefit plan under which the Company pays specifiedContributions to a separate entity The Company makes specified monthly contributions towards ProvidentFund Superannuation Fund and Pension Scheme The Companys contribution is recognized as an expense inthe Profit and Loss Statement during the period in which the employee renders the related service

The Company does not deal with Foreign Currency hence AS-11 ldquoEffect of changes in Foreign Exchangesissued bythe Institute of Chartered Accountantsof India isnot applicable

Cash Flow Statements has been prepared following the indirect method set out in the Accounting Standard-3 on ldquoCash Statements ldquoissued by the Institute of Chartered Accountants of India

(i) Income tax expenses for the period comprise of Current Tax amp Deffered Tax(ii) Current tax is measured at the amount expected to be paid to the tax authorities using the applicable tax

Rates of the Income TaxAct 1961(iii) Deferred Tax is calculated on the timing differences being the difference between accounting income and

taxable income which originates in one period and are capable of reversal in one or more subsequentaccounting periods in accordance with the provisions of Accounting Standard -22 on ldquoAccounting forTaxeson Incomerdquo issued by the Institute of Chartered Accountants of IndiaDeferred tax assets are recognized only to the extent that there is a reasonable certainty that sufficientfuture income will be available except that deferred tax assets in case there are unabsorbed depreciationor losses are recognized if there is virtual certainty that sufficient future taxable income will be available torealize the same

Depreciation on Fixed Assets is provided on the basis of Straight Line Method (SLM) Depreciation isprovided based on useful life of the assets as prescribed in Schedule II to the Companies Act 2013

Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and itis probable that an outflow of resources will be required to settle the obligation and a reliable estimate canbe made Provisions are not discounted to their present value and are determined based on the bestestimate required to settle the obligation at the reporting date These estimates are reviewed at eachreporting date and adjusted to reflect the current best estimatesContingent liabilities are disclosed unless the possibility of outflow of resources is remoteContingent assets are neither recognized nor disclosed in the financial statements

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value Animpairment loss is charged to the Profit and Loss Statement in the year in which an asset is identified asimpaired The impairment loss recognized in prior accounting period is reversed if there has been a changein the estimate of recoverable amount

G) ForeignCurrencyTransaction

H) CashFlowStatements

J) Depreciation

K) ProvisionsandContingent liabilities

L) Impairment ofAssets

I) TaxesonIncome

59 HIRA AUTOMOBILES LIMITED

M) EarningsPer Share

N) Segment Reporting

has been made in accordance with the requirement of Accounting Standard (AS) -20 on Earnings PerShare issued by the Institute of Chartered Accountants of India Diluted Earning per share is the same asBasic Earning per share because there is no potential equity shares which would have dilutive effect onearning per shares to equity shareholders

The Company is Authorized Dealer of Maruti Suzuki India Limited (MSIL) and hence is engaged in thebusiness of sale amp service of MSIL vehicles As the basic nature of sale of variants of vehicles is governedby the same set of risk amp returns these have been grouped as single segment as per AccountingStandard(AS-17) on segment reporting issued by the Institute of Chartered Accountants of India

2 Detail in respect of Opening Stock Sales and Closing Stock as follows

3 (a) During the year the company has recognized the following amounts as Defined Contribution Pan in theProfit and Loss Account

i) Employers Contribution to Provident Fund - Rs 5871 Lacsii) Employers Contribution to Employee State Insurance - Rs 1579 Lacs

The calculation of Earnings Per Share (EPS) as disclosed in the Balance Sheet Abstract

(b) During the year the Company has made provision for Gratuity in books asdesigned benefit plan

4 Subsequent to Accounting Standards -22 Accounting for Taxes on Income Issued by the Institute ofCharteredAccountants of India Deferred Tax Expenses of Rs 120557700 for the periods is recognized inthe profit and LossAmount

Calculation of Deferred TaxLiability is as followsWritten down value of Fixed Assets as on 31032016 (As per Company Act) 168178793Written down value of Fixed Assets as on 31032016 (As per Income Tax Act) 114371729bull Timing Difference 53807064bull Tax 3090 16626383bull Deferred Tax Liability as on 31032016 16626383bull Deferred Tax Liability as on 31042015 15420806bull Deferred Tax Liability to be provided for 1205577

5 Legal amp Professional Fees includes Payments to Auditors comprising as follows-i) Statutory Audit fee Rs 10000000ii) Tax audit and Vat audit Fee Rs 5000000

6 Related Party Disclosure in accordance with Accounting Standard-18

Pacific Finlease Pvt LtdRahul Sidhu Enterprises Pvt LtdRSG Studios Pvt Ltd

(a) Enterprises owned or Significantly Influenced by Directors and their Relatives

60 HIRA AUTOMOBILES LIMITED

Particulars Opening Stock Sales Closing StockQty

825VehiclesSpares ampAccessory

Amount(Rs In Lacs)

37213632756

Qty

5627

Amount(Rs In Lacs)2647068260272

Qty

1131

Amount(Rs In Lacs)

38093031155

b)

Pacific Finlease Pvt Ltd

Rahul Sidhu Enterprises Pvt Ltd

RSGStudios Pvt Ltd

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 1915Interest Recovered during the financial year 207

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 14379Interest Recovered during the financial year 035

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 6229Interest Recovered during the financial year 618

7 Calculation of Earning Per Share is as follows Profit after Tax as per Profit amp Loss Account as on 3132016 5630835

For Basic Earning Per share 2753440For Diluted Earning Per Share 2753440

Basic 219Diluted 219

8 Balance confirmation letters have been obtained from some of the parties on test check basis9 Figures of Previous year have been re-grouped and re classified wherever necessary in order to

conform to the current years presentation

As per our report of even date

No of Equity Share (Face value Rs 10- each)

Detail of transaction for the financial year 2015-16

Earning Per Share

61 HIRA AUTOMOBILES LIMITED

Page 49: HIRAAUTOMOBILESLIMITED - bseindia.com · S. Isher Singh Director Mrs. Neha Sidhu Whole time Director Mrs ... Name Rahulinder Singh Sidhu Age 34 Brief Resume Working as Director in

50

Particulars Note No Year Ended Year EndedMarch 312016 March 312015

I Revenue from operations 21 310372896800 323733670200II Other income 22 136994600 525412000III Total Revenue(I+II) 310509891400 324259082200IV Expenses

a Cost of Material Consumed 23 1357073500 1293751900b Purchase of Stock-in-Trade 24 281848216100 294479334400c Changes in Inventories of Finished Goods 25 (719345800) (186205700)d Employee Benefits Expenses 26 12664754100 12944732800e Finance Costs 27 5604834800 4157234900f Depreciation and Amortization expense 12 1358225700 1559476600g Other Expenses 28 7395406500 8383136200

Total Expenses 309509164900 322631461100V Profit before tax (III-IV) 1000726500 1627621100

VI Tax expense(a)Current tax 275985000 473844400(b)Deferred tax 120557700 -

VII Profit for the Year(V-VI) 604183800 1153776700VIII Prior period tax expenses 41100300 75346500IX Earnings per Equity Share(in Rupees) 563083500 1078430200

Basic 219 392Diluted 219 392

This is the Balance Sheet referred to in our report of even date The notes referred to above form an integral part of these financialStatements

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

Profit amp Loss Account

HIRA AUTOMOBILES LIMITED

Significant Accounting Policies

51

Particulars As at March 312016 As at March 312015A Cash Flow from Operating Activities

Net Profit before Tax 1627621100Adjustment forDepreciation 1559476600Interest expenses 4157234900Loss Profit on Sale of Fixed Assets -

Operating ProfitLoss before Working Capital Changes 7344332600Adjustment for(Increase)Decrease in Trade amp Other receivables 940107800(Increase)Decrease in Inventory (186205700)Increase(Decrease) in Trade Payables amp other provisions (4054306400)(Increase)Decrease in Other Loans amp Advances (4635970800)Cash generated from operations (592042500)Taxes Paid (549190900)Previous Year Taxes (Net) -Net Cash from Operating Activities (A) (1141233400)

B Cash Flow from Investing Activities(Purchase) of FixedCapital Expenditure (2227931100)Sale of Fixed Assets 883140700Sale(Purchase) of Investment (315826300)

Net Cash used in Investing Activities (B) (1660616700)C Cash Flow from Finance Activities

Proceeds from Long Term Borrowing (Net) (4869873700)Secured Loan 18024550800Unsecured Loan - 991878400Interest paid (4157234900)Net Cash from Financing Activities (C ) 9989320600

Net increase in Cash and Equivalents (A+B+C) 7187470500Opening Balance of Cash and Cash Equivalents 4369116500

Closing Balance of Cash and Cash Equivalents

1000726500

13582257005604834800

69725800

8033512800

(449554700)(719345800)

(5595236000)68738078008143184100(275985000)

(41100300)7826098800

(1622365700)88177300

(367225800)

(1901414200)

1959036900(10137969600)

(5604834800)(13783767500)

(7859082900)11556587000

3697504100 11556587000

Notes1 Figures in brackets indicate cash outflow2 The above Cash Flow Statement has been prepared under the indirect method set out in AS 3-Cash

Flow Statement as prescribed by Companies (Accouning Stanadards)Rules2006

This is the Cash Flow Statement referred to our report of even date

Cash Flow Statement

HIRA AUTOMOBILES LIMITED

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

For the Year Ended 31 March 2016st

52

Notes to Accounts2 SHARE CAPITAL

As at March 31 2016 As at March 312015(1)AUTHORISED6000000 Equity shares of Rs10-each 6000000000 6000000000

FULLY PAID UP

ISSUEDSUBSCRIBED -2753440 Equity shares of Rs10 each

6000000000 6000000000

2753440000 2753440000

2753440000 2753440000

Shares at the beginning of the accounting Period2753440 Equity shares of Rs10- each 2753440000 2753440000Additions during the year - -Shares outstanding at the end of year 2753440000 2753440000Total 2753440000 2753440000

(a) Rights Preferences and Restrictions Attached to sharesEquity Shares The Company has only one class of equity shares having a par value of Rs 10 per shareEach Shareholder is entitled to one vote per share In the event of liquidation of the company the holder ofequity shares will be entitled to receive any of the remaining of the Company after distribution of allpreferential amounts However no such preferential amount exist currently The distribution will be inproportion to the number of equity shares held by the equity shareholders(b) Detail of Shares held by Shareholders holding more than 5 of the Aggregate Shares in theCompany

Name of Shareholders No of Shares Shareholding as at March31 2016

Rajinder Kaur Bhattal 826000 3000Kuldeep Singh Bhattal 272100 988Rahul Sidhu 270000 981Simran Bajwa 265000 962Manjeet Kaur Sangha 862900 3134

3 RESERVES AND SURPLUSAs at March 312016 As at March 312015

General reserveAt the beginning of the accounting period 723675000

-

-

-

-

723675000Additions during the yearAt the end of the accounting period 723675000 723675000Surplus in Statement of Profit and LossAt the beginning of the accounting period 4953295200 3874865000Additions during the year 563083500 1078430200(balance in statement of profit amp loss ac)prior period expenses written offtransfer tofrom reservesAt the end of the accounting period 5516378700 4953295200

Total 6240053700 56769702004 LONG TERM BORROWINGS

As at March 312016 As at March 312015SECUREDTerm loan(Secured against hypof car and guaranteed bythe directors of the co)

(Secured against Focal Point Properties andguaranteed by directors)

-

5018479300

142138000

5774447600

UNSECUREDLoans from directors 5183688500 3090000000Loans from shareholders and public - -Total 10202167800 9006585600

Term loan

HIRA AUTOMOBILES LIMITED

53

5 DEFERRED TAX LIABILITIES (NET)As at March 312016 As at March 312015

Deferred tax liabilities 1662638300 1542080600Total 1662638300 1542080600

6 OTHER LONG TERM LIABILITIESAs at March 312016 As at March 312015

Sales promotion scheme- Customeradvances

5046479000 4415090000

Security from Employees 688513800 651945200Total 5734992800 5067035200

7 LONG TERM PROVISIONSAs at March 312016 As at March 312015

Gratuity provision 1339912400 1244415300Total 1339912400 1244415300

10 OTHER CURRENT LIABILITIESAs at March 312015

Current maturities of long term debts 880473400 1674618400Interest accrued and due on borrowings - -Value added tax and CST 2185026500 2517359600TDS payable 111535600 157798400Current year taxes payable(net of advance tax) - -

Other payables 494159100 329385900Total 3671194600 4679162300

11 SHORT TERM PROVISIONS

(a) Provisions for employee benefits 823155600 789863800

8 SHORT TERM BORROWINGSAs at March 312016 As at March 312015

Secured loans from banksPunjab National Bank -(secured against hypothecation of stockand book-debts)Gur Mandi Patiala 30680878500 29077205300Gagan Chowk Rajpura 1863121400 1705992300New Grain Market Muktsar and Malout 842363700 757042200Inventory funding 15977059900 27961153300(secured against hypothecation of stockand book-debts)Total 49363423500 59501393100

9 TRADE PAYABLESAs at March 312016 As at March 312015

Sundry Creditors 357269200 2822407500Advance from Parties-Interest free 1145471900 3300893700Total 1502741100 6123301200

HIRA AUTOMOBILES LIMITED

As at March 312016 As at March 312015

Total 823155600 789863800

As at March 312016

54 HIRA AUTOMOBILES LIMITED

14 NON CURRENT INVESTMENTAs at March 312016 As at March 312015

Investment in Shares 1120000 1120000Investment in Mutual Funds - -

Total 1120000 1120000

15 LONG TERM LOANS AND ADVANCESAs at March 312016 As at March 312015

Security Deposits 366283000 337485500(Unsecured considered good unlessOtherwise Stated)Intercorporate Deposits 2252255200 1913826900Total 2618538200 2251312400

16 INVENTORIESAs at March 312016 As at March 312015

(As taken valued amp certified by the management)

Stock in Trade (in respect of goodsacquired for trading )

38093012700 37213584000

Stores Spares amp Loose tools 3115489400 3275572300

Total 41208502100 40489156300

17 TRADE RECEIVABLESAs at March 312016 As at March 312015

(unsecured considered good unlessotherwise stated)(1)Debts outstanding for a period exceeding

six months from the date they are due 513584600 623548900(2)Other debts 13858473100 13298954100Total 14372057700 13922503000

55

18 CASH amp CASH EQUIVALENTS As at March 312016 As at March 312015

(a) Balance with BanksFixed deposits 1260950600 812770600(Earmarked balances with banksheld as margin moneyagainst borrowingsand other commitments)Current accounts 1243916600 6403274200Gold Coins 29547200 29547200(b) Cheques Draft on HandCheques in HandCash in hand

202088500961001200

30714258001239569200

Total 3697504100 11556587000

19 SHORT TERM LOANS amp ADVANCESAs at March 312016 As at March 312015

(Unsecured considered good unlessotherwise stated)advances recoverable in cash orin kind for the value to be received(1)Advance to parties 2541662700 9294257800(2) Receivable from revenue authorities 551783000 569108700(3)Current years taxes recoverable(net ofliability)

332615600 380504500

(4) Other advances 1071179500 1155243400Total 4497240800 11399114400

HIRA AUTOMOBILES LIMITED

56

20 OTHER CURRENT ASSETSAs at March 312016 As at March 312015

Prepaid Expenses 80877200 52811400

Total 52811400

21 REVENUE FROM OPERATIONSAs at March 312016 As at March 312015

Sale of products 290733945600 301324413800Sale of services 9681919400 10435033800

Other operating revenues 9957031800 11974222600310372896800 323733670200

Less Excise duty - -Total 310372896800 323733670200

22 OTHER INCOMEAs at March 312016 As at March 312015

Interest income 87335400 279807100Other Non-operating income 49659200 245604900Total 136994600 525412000

23 COST OF MATERIAL CONSUMEDAs at March 312016 As at March 312015

Purchases Raw-Materials and PackingMaterials

1357073500 1293751900

Add Opening balance of stock - -1357073500 1293751900

Less Closing balance of stock - -Total 1357073500 1293751900

80877200

24 PURCHASE OF STOCK IN TRADEAs at March 312016 As at March 312015

Purchases of Traded goods 281848216100 294479334400

Total 281848216100 294479334400

25 CHANGES IN INVENTORIESAs at March 312016 As at March 312015

Finished Goodsat the beginning of the accounting period - -at the end of the accounting period - -Stock-in-Tradeat the beginning of the accounting period 40489156300 40302950600at the end of the accounting period 41208502100 40489156300Total (719345800) (186205700)

26 EMPLOYEE BENEFIT EXPENSESAs at March 312016 As at March 312015

Salary and Wages 8156996000 9654096800HRA Expenses and other allowance 2733336200 1148756100Contribution to Provident fund 587123100 490338400Contribution to Employees state Insurance fund 157923000 161030000Workers and Staff Welfare 299823200 269213600Gratuity Expenses 95497100 64570600Bonus 420931500 903597900Employees Training and Uniform expenses 213124000 253129400Total 12664754100 12944732800

HIRA AUTOMOBILES LIMITED

57

27 FINANCE COSTSAs at March 312016 As at March 312015

Interest ExpenseInterest to Banks 4309580000 3483884100Interest on Unsecured loans 1196279800 577607600Interest to Customers (36290200) (95330900)Interest to MSIL (121679800) (50429300)Interest to Bank on Vehicle loan 29667800 43272600Bank Charges 227277200 198230800

Total 5604834800 4157234900

28 OTHER EXPENSESAs at March 312016 As at March 312015

Accessories Expenses 9551600 18313400Festival Expenses 30357200 8141000Donation 13123500 9144500Freight Inward 23896900 26399000Power amp Fuel 913761800 911434100Software Usage Charges 91413600 86473500Entertainment Exp 19129900 29106000Rent Rates amp Taxes 701191800 671145200General Expenses 162725500 138611000Godown Rent 57600000 48125000Insurance 161551400 173705300Legal expenses 43474400 60436900Misc Expenses 7073900 3598300News Paper amp Periodicals 9374100 7947200Outside Labour Expenses 284322400 102072700Payment to the Auditors 48313400 15000000Postage amp Courier Expenses 10683600 13298800Professional Charges 147965200 1006744000Printing amp Stationery 165125400 223093400Repair to Buildings and fixed assets 309177500 427256800MDS Expenses 21264900 35806500Telephone Expenses 326712100 525640000Workshop Expenses 325704400 579373600Vehicle Running Expenses 182200200 225090800Other expenses 18263600 405070100Advertisement ExpensesDiscounts

99310800745200400

118382500821623000

Customer welfare 146224200 161357500Demo Expenses amp PDI Expenses 372510300 437441500Sales Promotion 696744200 773152400Sale Commission amp Incentives 160190000 35180000Pool Cancellation and lifting charges 202092600 166694500Marketing Staff Tour expensesTrue Value Expenses

531070200358105500

581622300442725000

Total 7395406500 8383136200

HIRA AUTOMOBILES LIMITED

58 HIRA AUTOMOBILES LIMITED

Post-Employment BenefitsDefined Contribution PlansA defined contribution plan is a post-employment benefit plan under which the Company pays specifiedContributions to a separate entity The Company makes specified monthly contributions towards ProvidentFund Superannuation Fund and Pension Scheme The Companys contribution is recognized as an expense inthe Profit and Loss Statement during the period in which the employee renders the related service

The Company does not deal with Foreign Currency hence AS-11 ldquoEffect of changes in Foreign Exchangesissued bythe Institute of Chartered Accountantsof India isnot applicable

Cash Flow Statements has been prepared following the indirect method set out in the Accounting Standard-3 on ldquoCash Statements ldquoissued by the Institute of Chartered Accountants of India

(i) Income tax expenses for the period comprise of Current Tax amp Deffered Tax(ii) Current tax is measured at the amount expected to be paid to the tax authorities using the applicable tax

Rates of the Income TaxAct 1961(iii) Deferred Tax is calculated on the timing differences being the difference between accounting income and

taxable income which originates in one period and are capable of reversal in one or more subsequentaccounting periods in accordance with the provisions of Accounting Standard -22 on ldquoAccounting forTaxeson Incomerdquo issued by the Institute of Chartered Accountants of IndiaDeferred tax assets are recognized only to the extent that there is a reasonable certainty that sufficientfuture income will be available except that deferred tax assets in case there are unabsorbed depreciationor losses are recognized if there is virtual certainty that sufficient future taxable income will be available torealize the same

Depreciation on Fixed Assets is provided on the basis of Straight Line Method (SLM) Depreciation isprovided based on useful life of the assets as prescribed in Schedule II to the Companies Act 2013

Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and itis probable that an outflow of resources will be required to settle the obligation and a reliable estimate canbe made Provisions are not discounted to their present value and are determined based on the bestestimate required to settle the obligation at the reporting date These estimates are reviewed at eachreporting date and adjusted to reflect the current best estimatesContingent liabilities are disclosed unless the possibility of outflow of resources is remoteContingent assets are neither recognized nor disclosed in the financial statements

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value Animpairment loss is charged to the Profit and Loss Statement in the year in which an asset is identified asimpaired The impairment loss recognized in prior accounting period is reversed if there has been a changein the estimate of recoverable amount

G) ForeignCurrencyTransaction

H) CashFlowStatements

J) Depreciation

K) ProvisionsandContingent liabilities

L) Impairment ofAssets

I) TaxesonIncome

59 HIRA AUTOMOBILES LIMITED

M) EarningsPer Share

N) Segment Reporting

has been made in accordance with the requirement of Accounting Standard (AS) -20 on Earnings PerShare issued by the Institute of Chartered Accountants of India Diluted Earning per share is the same asBasic Earning per share because there is no potential equity shares which would have dilutive effect onearning per shares to equity shareholders

The Company is Authorized Dealer of Maruti Suzuki India Limited (MSIL) and hence is engaged in thebusiness of sale amp service of MSIL vehicles As the basic nature of sale of variants of vehicles is governedby the same set of risk amp returns these have been grouped as single segment as per AccountingStandard(AS-17) on segment reporting issued by the Institute of Chartered Accountants of India

2 Detail in respect of Opening Stock Sales and Closing Stock as follows

3 (a) During the year the company has recognized the following amounts as Defined Contribution Pan in theProfit and Loss Account

i) Employers Contribution to Provident Fund - Rs 5871 Lacsii) Employers Contribution to Employee State Insurance - Rs 1579 Lacs

The calculation of Earnings Per Share (EPS) as disclosed in the Balance Sheet Abstract

(b) During the year the Company has made provision for Gratuity in books asdesigned benefit plan

4 Subsequent to Accounting Standards -22 Accounting for Taxes on Income Issued by the Institute ofCharteredAccountants of India Deferred Tax Expenses of Rs 120557700 for the periods is recognized inthe profit and LossAmount

Calculation of Deferred TaxLiability is as followsWritten down value of Fixed Assets as on 31032016 (As per Company Act) 168178793Written down value of Fixed Assets as on 31032016 (As per Income Tax Act) 114371729bull Timing Difference 53807064bull Tax 3090 16626383bull Deferred Tax Liability as on 31032016 16626383bull Deferred Tax Liability as on 31042015 15420806bull Deferred Tax Liability to be provided for 1205577

5 Legal amp Professional Fees includes Payments to Auditors comprising as follows-i) Statutory Audit fee Rs 10000000ii) Tax audit and Vat audit Fee Rs 5000000

6 Related Party Disclosure in accordance with Accounting Standard-18

Pacific Finlease Pvt LtdRahul Sidhu Enterprises Pvt LtdRSG Studios Pvt Ltd

(a) Enterprises owned or Significantly Influenced by Directors and their Relatives

60 HIRA AUTOMOBILES LIMITED

Particulars Opening Stock Sales Closing StockQty

825VehiclesSpares ampAccessory

Amount(Rs In Lacs)

37213632756

Qty

5627

Amount(Rs In Lacs)2647068260272

Qty

1131

Amount(Rs In Lacs)

38093031155

b)

Pacific Finlease Pvt Ltd

Rahul Sidhu Enterprises Pvt Ltd

RSGStudios Pvt Ltd

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 1915Interest Recovered during the financial year 207

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 14379Interest Recovered during the financial year 035

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 6229Interest Recovered during the financial year 618

7 Calculation of Earning Per Share is as follows Profit after Tax as per Profit amp Loss Account as on 3132016 5630835

For Basic Earning Per share 2753440For Diluted Earning Per Share 2753440

Basic 219Diluted 219

8 Balance confirmation letters have been obtained from some of the parties on test check basis9 Figures of Previous year have been re-grouped and re classified wherever necessary in order to

conform to the current years presentation

As per our report of even date

No of Equity Share (Face value Rs 10- each)

Detail of transaction for the financial year 2015-16

Earning Per Share

61 HIRA AUTOMOBILES LIMITED

Page 50: HIRAAUTOMOBILESLIMITED - bseindia.com · S. Isher Singh Director Mrs. Neha Sidhu Whole time Director Mrs ... Name Rahulinder Singh Sidhu Age 34 Brief Resume Working as Director in

51

Particulars As at March 312016 As at March 312015A Cash Flow from Operating Activities

Net Profit before Tax 1627621100Adjustment forDepreciation 1559476600Interest expenses 4157234900Loss Profit on Sale of Fixed Assets -

Operating ProfitLoss before Working Capital Changes 7344332600Adjustment for(Increase)Decrease in Trade amp Other receivables 940107800(Increase)Decrease in Inventory (186205700)Increase(Decrease) in Trade Payables amp other provisions (4054306400)(Increase)Decrease in Other Loans amp Advances (4635970800)Cash generated from operations (592042500)Taxes Paid (549190900)Previous Year Taxes (Net) -Net Cash from Operating Activities (A) (1141233400)

B Cash Flow from Investing Activities(Purchase) of FixedCapital Expenditure (2227931100)Sale of Fixed Assets 883140700Sale(Purchase) of Investment (315826300)

Net Cash used in Investing Activities (B) (1660616700)C Cash Flow from Finance Activities

Proceeds from Long Term Borrowing (Net) (4869873700)Secured Loan 18024550800Unsecured Loan - 991878400Interest paid (4157234900)Net Cash from Financing Activities (C ) 9989320600

Net increase in Cash and Equivalents (A+B+C) 7187470500Opening Balance of Cash and Cash Equivalents 4369116500

Closing Balance of Cash and Cash Equivalents

1000726500

13582257005604834800

69725800

8033512800

(449554700)(719345800)

(5595236000)68738078008143184100(275985000)

(41100300)7826098800

(1622365700)88177300

(367225800)

(1901414200)

1959036900(10137969600)

(5604834800)(13783767500)

(7859082900)11556587000

3697504100 11556587000

Notes1 Figures in brackets indicate cash outflow2 The above Cash Flow Statement has been prepared under the indirect method set out in AS 3-Cash

Flow Statement as prescribed by Companies (Accouning Stanadards)Rules2006

This is the Cash Flow Statement referred to our report of even date

Cash Flow Statement

HIRA AUTOMOBILES LIMITED

For Pankaj Chugh And Associates For and on Behalf of the BoardFirm Registration Number 26311NChartered Accountants Rahul Inder Singh Sidhu

Pankaj ChughProprietor Neha SidhuMembership Number 529702 Wholetime Director

Place Chandigarh Sandeep RanaDate 30052016 Chief Finance Officer

Chairman and Managing Director

For the Year Ended 31 March 2016st

52

Notes to Accounts2 SHARE CAPITAL

As at March 31 2016 As at March 312015(1)AUTHORISED6000000 Equity shares of Rs10-each 6000000000 6000000000

FULLY PAID UP

ISSUEDSUBSCRIBED -2753440 Equity shares of Rs10 each

6000000000 6000000000

2753440000 2753440000

2753440000 2753440000

Shares at the beginning of the accounting Period2753440 Equity shares of Rs10- each 2753440000 2753440000Additions during the year - -Shares outstanding at the end of year 2753440000 2753440000Total 2753440000 2753440000

(a) Rights Preferences and Restrictions Attached to sharesEquity Shares The Company has only one class of equity shares having a par value of Rs 10 per shareEach Shareholder is entitled to one vote per share In the event of liquidation of the company the holder ofequity shares will be entitled to receive any of the remaining of the Company after distribution of allpreferential amounts However no such preferential amount exist currently The distribution will be inproportion to the number of equity shares held by the equity shareholders(b) Detail of Shares held by Shareholders holding more than 5 of the Aggregate Shares in theCompany

Name of Shareholders No of Shares Shareholding as at March31 2016

Rajinder Kaur Bhattal 826000 3000Kuldeep Singh Bhattal 272100 988Rahul Sidhu 270000 981Simran Bajwa 265000 962Manjeet Kaur Sangha 862900 3134

3 RESERVES AND SURPLUSAs at March 312016 As at March 312015

General reserveAt the beginning of the accounting period 723675000

-

-

-

-

723675000Additions during the yearAt the end of the accounting period 723675000 723675000Surplus in Statement of Profit and LossAt the beginning of the accounting period 4953295200 3874865000Additions during the year 563083500 1078430200(balance in statement of profit amp loss ac)prior period expenses written offtransfer tofrom reservesAt the end of the accounting period 5516378700 4953295200

Total 6240053700 56769702004 LONG TERM BORROWINGS

As at March 312016 As at March 312015SECUREDTerm loan(Secured against hypof car and guaranteed bythe directors of the co)

(Secured against Focal Point Properties andguaranteed by directors)

-

5018479300

142138000

5774447600

UNSECUREDLoans from directors 5183688500 3090000000Loans from shareholders and public - -Total 10202167800 9006585600

Term loan

HIRA AUTOMOBILES LIMITED

53

5 DEFERRED TAX LIABILITIES (NET)As at March 312016 As at March 312015

Deferred tax liabilities 1662638300 1542080600Total 1662638300 1542080600

6 OTHER LONG TERM LIABILITIESAs at March 312016 As at March 312015

Sales promotion scheme- Customeradvances

5046479000 4415090000

Security from Employees 688513800 651945200Total 5734992800 5067035200

7 LONG TERM PROVISIONSAs at March 312016 As at March 312015

Gratuity provision 1339912400 1244415300Total 1339912400 1244415300

10 OTHER CURRENT LIABILITIESAs at March 312015

Current maturities of long term debts 880473400 1674618400Interest accrued and due on borrowings - -Value added tax and CST 2185026500 2517359600TDS payable 111535600 157798400Current year taxes payable(net of advance tax) - -

Other payables 494159100 329385900Total 3671194600 4679162300

11 SHORT TERM PROVISIONS

(a) Provisions for employee benefits 823155600 789863800

8 SHORT TERM BORROWINGSAs at March 312016 As at March 312015

Secured loans from banksPunjab National Bank -(secured against hypothecation of stockand book-debts)Gur Mandi Patiala 30680878500 29077205300Gagan Chowk Rajpura 1863121400 1705992300New Grain Market Muktsar and Malout 842363700 757042200Inventory funding 15977059900 27961153300(secured against hypothecation of stockand book-debts)Total 49363423500 59501393100

9 TRADE PAYABLESAs at March 312016 As at March 312015

Sundry Creditors 357269200 2822407500Advance from Parties-Interest free 1145471900 3300893700Total 1502741100 6123301200

HIRA AUTOMOBILES LIMITED

As at March 312016 As at March 312015

Total 823155600 789863800

As at March 312016

54 HIRA AUTOMOBILES LIMITED

14 NON CURRENT INVESTMENTAs at March 312016 As at March 312015

Investment in Shares 1120000 1120000Investment in Mutual Funds - -

Total 1120000 1120000

15 LONG TERM LOANS AND ADVANCESAs at March 312016 As at March 312015

Security Deposits 366283000 337485500(Unsecured considered good unlessOtherwise Stated)Intercorporate Deposits 2252255200 1913826900Total 2618538200 2251312400

16 INVENTORIESAs at March 312016 As at March 312015

(As taken valued amp certified by the management)

Stock in Trade (in respect of goodsacquired for trading )

38093012700 37213584000

Stores Spares amp Loose tools 3115489400 3275572300

Total 41208502100 40489156300

17 TRADE RECEIVABLESAs at March 312016 As at March 312015

(unsecured considered good unlessotherwise stated)(1)Debts outstanding for a period exceeding

six months from the date they are due 513584600 623548900(2)Other debts 13858473100 13298954100Total 14372057700 13922503000

55

18 CASH amp CASH EQUIVALENTS As at March 312016 As at March 312015

(a) Balance with BanksFixed deposits 1260950600 812770600(Earmarked balances with banksheld as margin moneyagainst borrowingsand other commitments)Current accounts 1243916600 6403274200Gold Coins 29547200 29547200(b) Cheques Draft on HandCheques in HandCash in hand

202088500961001200

30714258001239569200

Total 3697504100 11556587000

19 SHORT TERM LOANS amp ADVANCESAs at March 312016 As at March 312015

(Unsecured considered good unlessotherwise stated)advances recoverable in cash orin kind for the value to be received(1)Advance to parties 2541662700 9294257800(2) Receivable from revenue authorities 551783000 569108700(3)Current years taxes recoverable(net ofliability)

332615600 380504500

(4) Other advances 1071179500 1155243400Total 4497240800 11399114400

HIRA AUTOMOBILES LIMITED

56

20 OTHER CURRENT ASSETSAs at March 312016 As at March 312015

Prepaid Expenses 80877200 52811400

Total 52811400

21 REVENUE FROM OPERATIONSAs at March 312016 As at March 312015

Sale of products 290733945600 301324413800Sale of services 9681919400 10435033800

Other operating revenues 9957031800 11974222600310372896800 323733670200

Less Excise duty - -Total 310372896800 323733670200

22 OTHER INCOMEAs at March 312016 As at March 312015

Interest income 87335400 279807100Other Non-operating income 49659200 245604900Total 136994600 525412000

23 COST OF MATERIAL CONSUMEDAs at March 312016 As at March 312015

Purchases Raw-Materials and PackingMaterials

1357073500 1293751900

Add Opening balance of stock - -1357073500 1293751900

Less Closing balance of stock - -Total 1357073500 1293751900

80877200

24 PURCHASE OF STOCK IN TRADEAs at March 312016 As at March 312015

Purchases of Traded goods 281848216100 294479334400

Total 281848216100 294479334400

25 CHANGES IN INVENTORIESAs at March 312016 As at March 312015

Finished Goodsat the beginning of the accounting period - -at the end of the accounting period - -Stock-in-Tradeat the beginning of the accounting period 40489156300 40302950600at the end of the accounting period 41208502100 40489156300Total (719345800) (186205700)

26 EMPLOYEE BENEFIT EXPENSESAs at March 312016 As at March 312015

Salary and Wages 8156996000 9654096800HRA Expenses and other allowance 2733336200 1148756100Contribution to Provident fund 587123100 490338400Contribution to Employees state Insurance fund 157923000 161030000Workers and Staff Welfare 299823200 269213600Gratuity Expenses 95497100 64570600Bonus 420931500 903597900Employees Training and Uniform expenses 213124000 253129400Total 12664754100 12944732800

HIRA AUTOMOBILES LIMITED

57

27 FINANCE COSTSAs at March 312016 As at March 312015

Interest ExpenseInterest to Banks 4309580000 3483884100Interest on Unsecured loans 1196279800 577607600Interest to Customers (36290200) (95330900)Interest to MSIL (121679800) (50429300)Interest to Bank on Vehicle loan 29667800 43272600Bank Charges 227277200 198230800

Total 5604834800 4157234900

28 OTHER EXPENSESAs at March 312016 As at March 312015

Accessories Expenses 9551600 18313400Festival Expenses 30357200 8141000Donation 13123500 9144500Freight Inward 23896900 26399000Power amp Fuel 913761800 911434100Software Usage Charges 91413600 86473500Entertainment Exp 19129900 29106000Rent Rates amp Taxes 701191800 671145200General Expenses 162725500 138611000Godown Rent 57600000 48125000Insurance 161551400 173705300Legal expenses 43474400 60436900Misc Expenses 7073900 3598300News Paper amp Periodicals 9374100 7947200Outside Labour Expenses 284322400 102072700Payment to the Auditors 48313400 15000000Postage amp Courier Expenses 10683600 13298800Professional Charges 147965200 1006744000Printing amp Stationery 165125400 223093400Repair to Buildings and fixed assets 309177500 427256800MDS Expenses 21264900 35806500Telephone Expenses 326712100 525640000Workshop Expenses 325704400 579373600Vehicle Running Expenses 182200200 225090800Other expenses 18263600 405070100Advertisement ExpensesDiscounts

99310800745200400

118382500821623000

Customer welfare 146224200 161357500Demo Expenses amp PDI Expenses 372510300 437441500Sales Promotion 696744200 773152400Sale Commission amp Incentives 160190000 35180000Pool Cancellation and lifting charges 202092600 166694500Marketing Staff Tour expensesTrue Value Expenses

531070200358105500

581622300442725000

Total 7395406500 8383136200

HIRA AUTOMOBILES LIMITED

58 HIRA AUTOMOBILES LIMITED

Post-Employment BenefitsDefined Contribution PlansA defined contribution plan is a post-employment benefit plan under which the Company pays specifiedContributions to a separate entity The Company makes specified monthly contributions towards ProvidentFund Superannuation Fund and Pension Scheme The Companys contribution is recognized as an expense inthe Profit and Loss Statement during the period in which the employee renders the related service

The Company does not deal with Foreign Currency hence AS-11 ldquoEffect of changes in Foreign Exchangesissued bythe Institute of Chartered Accountantsof India isnot applicable

Cash Flow Statements has been prepared following the indirect method set out in the Accounting Standard-3 on ldquoCash Statements ldquoissued by the Institute of Chartered Accountants of India

(i) Income tax expenses for the period comprise of Current Tax amp Deffered Tax(ii) Current tax is measured at the amount expected to be paid to the tax authorities using the applicable tax

Rates of the Income TaxAct 1961(iii) Deferred Tax is calculated on the timing differences being the difference between accounting income and

taxable income which originates in one period and are capable of reversal in one or more subsequentaccounting periods in accordance with the provisions of Accounting Standard -22 on ldquoAccounting forTaxeson Incomerdquo issued by the Institute of Chartered Accountants of IndiaDeferred tax assets are recognized only to the extent that there is a reasonable certainty that sufficientfuture income will be available except that deferred tax assets in case there are unabsorbed depreciationor losses are recognized if there is virtual certainty that sufficient future taxable income will be available torealize the same

Depreciation on Fixed Assets is provided on the basis of Straight Line Method (SLM) Depreciation isprovided based on useful life of the assets as prescribed in Schedule II to the Companies Act 2013

Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and itis probable that an outflow of resources will be required to settle the obligation and a reliable estimate canbe made Provisions are not discounted to their present value and are determined based on the bestestimate required to settle the obligation at the reporting date These estimates are reviewed at eachreporting date and adjusted to reflect the current best estimatesContingent liabilities are disclosed unless the possibility of outflow of resources is remoteContingent assets are neither recognized nor disclosed in the financial statements

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value Animpairment loss is charged to the Profit and Loss Statement in the year in which an asset is identified asimpaired The impairment loss recognized in prior accounting period is reversed if there has been a changein the estimate of recoverable amount

G) ForeignCurrencyTransaction

H) CashFlowStatements

J) Depreciation

K) ProvisionsandContingent liabilities

L) Impairment ofAssets

I) TaxesonIncome

59 HIRA AUTOMOBILES LIMITED

M) EarningsPer Share

N) Segment Reporting

has been made in accordance with the requirement of Accounting Standard (AS) -20 on Earnings PerShare issued by the Institute of Chartered Accountants of India Diluted Earning per share is the same asBasic Earning per share because there is no potential equity shares which would have dilutive effect onearning per shares to equity shareholders

The Company is Authorized Dealer of Maruti Suzuki India Limited (MSIL) and hence is engaged in thebusiness of sale amp service of MSIL vehicles As the basic nature of sale of variants of vehicles is governedby the same set of risk amp returns these have been grouped as single segment as per AccountingStandard(AS-17) on segment reporting issued by the Institute of Chartered Accountants of India

2 Detail in respect of Opening Stock Sales and Closing Stock as follows

3 (a) During the year the company has recognized the following amounts as Defined Contribution Pan in theProfit and Loss Account

i) Employers Contribution to Provident Fund - Rs 5871 Lacsii) Employers Contribution to Employee State Insurance - Rs 1579 Lacs

The calculation of Earnings Per Share (EPS) as disclosed in the Balance Sheet Abstract

(b) During the year the Company has made provision for Gratuity in books asdesigned benefit plan

4 Subsequent to Accounting Standards -22 Accounting for Taxes on Income Issued by the Institute ofCharteredAccountants of India Deferred Tax Expenses of Rs 120557700 for the periods is recognized inthe profit and LossAmount

Calculation of Deferred TaxLiability is as followsWritten down value of Fixed Assets as on 31032016 (As per Company Act) 168178793Written down value of Fixed Assets as on 31032016 (As per Income Tax Act) 114371729bull Timing Difference 53807064bull Tax 3090 16626383bull Deferred Tax Liability as on 31032016 16626383bull Deferred Tax Liability as on 31042015 15420806bull Deferred Tax Liability to be provided for 1205577

5 Legal amp Professional Fees includes Payments to Auditors comprising as follows-i) Statutory Audit fee Rs 10000000ii) Tax audit and Vat audit Fee Rs 5000000

6 Related Party Disclosure in accordance with Accounting Standard-18

Pacific Finlease Pvt LtdRahul Sidhu Enterprises Pvt LtdRSG Studios Pvt Ltd

(a) Enterprises owned or Significantly Influenced by Directors and their Relatives

60 HIRA AUTOMOBILES LIMITED

Particulars Opening Stock Sales Closing StockQty

825VehiclesSpares ampAccessory

Amount(Rs In Lacs)

37213632756

Qty

5627

Amount(Rs In Lacs)2647068260272

Qty

1131

Amount(Rs In Lacs)

38093031155

b)

Pacific Finlease Pvt Ltd

Rahul Sidhu Enterprises Pvt Ltd

RSGStudios Pvt Ltd

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 1915Interest Recovered during the financial year 207

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 14379Interest Recovered during the financial year 035

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 6229Interest Recovered during the financial year 618

7 Calculation of Earning Per Share is as follows Profit after Tax as per Profit amp Loss Account as on 3132016 5630835

For Basic Earning Per share 2753440For Diluted Earning Per Share 2753440

Basic 219Diluted 219

8 Balance confirmation letters have been obtained from some of the parties on test check basis9 Figures of Previous year have been re-grouped and re classified wherever necessary in order to

conform to the current years presentation

As per our report of even date

No of Equity Share (Face value Rs 10- each)

Detail of transaction for the financial year 2015-16

Earning Per Share

61 HIRA AUTOMOBILES LIMITED

Page 51: HIRAAUTOMOBILESLIMITED - bseindia.com · S. Isher Singh Director Mrs. Neha Sidhu Whole time Director Mrs ... Name Rahulinder Singh Sidhu Age 34 Brief Resume Working as Director in

52

Notes to Accounts2 SHARE CAPITAL

As at March 31 2016 As at March 312015(1)AUTHORISED6000000 Equity shares of Rs10-each 6000000000 6000000000

FULLY PAID UP

ISSUEDSUBSCRIBED -2753440 Equity shares of Rs10 each

6000000000 6000000000

2753440000 2753440000

2753440000 2753440000

Shares at the beginning of the accounting Period2753440 Equity shares of Rs10- each 2753440000 2753440000Additions during the year - -Shares outstanding at the end of year 2753440000 2753440000Total 2753440000 2753440000

(a) Rights Preferences and Restrictions Attached to sharesEquity Shares The Company has only one class of equity shares having a par value of Rs 10 per shareEach Shareholder is entitled to one vote per share In the event of liquidation of the company the holder ofequity shares will be entitled to receive any of the remaining of the Company after distribution of allpreferential amounts However no such preferential amount exist currently The distribution will be inproportion to the number of equity shares held by the equity shareholders(b) Detail of Shares held by Shareholders holding more than 5 of the Aggregate Shares in theCompany

Name of Shareholders No of Shares Shareholding as at March31 2016

Rajinder Kaur Bhattal 826000 3000Kuldeep Singh Bhattal 272100 988Rahul Sidhu 270000 981Simran Bajwa 265000 962Manjeet Kaur Sangha 862900 3134

3 RESERVES AND SURPLUSAs at March 312016 As at March 312015

General reserveAt the beginning of the accounting period 723675000

-

-

-

-

723675000Additions during the yearAt the end of the accounting period 723675000 723675000Surplus in Statement of Profit and LossAt the beginning of the accounting period 4953295200 3874865000Additions during the year 563083500 1078430200(balance in statement of profit amp loss ac)prior period expenses written offtransfer tofrom reservesAt the end of the accounting period 5516378700 4953295200

Total 6240053700 56769702004 LONG TERM BORROWINGS

As at March 312016 As at March 312015SECUREDTerm loan(Secured against hypof car and guaranteed bythe directors of the co)

(Secured against Focal Point Properties andguaranteed by directors)

-

5018479300

142138000

5774447600

UNSECUREDLoans from directors 5183688500 3090000000Loans from shareholders and public - -Total 10202167800 9006585600

Term loan

HIRA AUTOMOBILES LIMITED

53

5 DEFERRED TAX LIABILITIES (NET)As at March 312016 As at March 312015

Deferred tax liabilities 1662638300 1542080600Total 1662638300 1542080600

6 OTHER LONG TERM LIABILITIESAs at March 312016 As at March 312015

Sales promotion scheme- Customeradvances

5046479000 4415090000

Security from Employees 688513800 651945200Total 5734992800 5067035200

7 LONG TERM PROVISIONSAs at March 312016 As at March 312015

Gratuity provision 1339912400 1244415300Total 1339912400 1244415300

10 OTHER CURRENT LIABILITIESAs at March 312015

Current maturities of long term debts 880473400 1674618400Interest accrued and due on borrowings - -Value added tax and CST 2185026500 2517359600TDS payable 111535600 157798400Current year taxes payable(net of advance tax) - -

Other payables 494159100 329385900Total 3671194600 4679162300

11 SHORT TERM PROVISIONS

(a) Provisions for employee benefits 823155600 789863800

8 SHORT TERM BORROWINGSAs at March 312016 As at March 312015

Secured loans from banksPunjab National Bank -(secured against hypothecation of stockand book-debts)Gur Mandi Patiala 30680878500 29077205300Gagan Chowk Rajpura 1863121400 1705992300New Grain Market Muktsar and Malout 842363700 757042200Inventory funding 15977059900 27961153300(secured against hypothecation of stockand book-debts)Total 49363423500 59501393100

9 TRADE PAYABLESAs at March 312016 As at March 312015

Sundry Creditors 357269200 2822407500Advance from Parties-Interest free 1145471900 3300893700Total 1502741100 6123301200

HIRA AUTOMOBILES LIMITED

As at March 312016 As at March 312015

Total 823155600 789863800

As at March 312016

54 HIRA AUTOMOBILES LIMITED

14 NON CURRENT INVESTMENTAs at March 312016 As at March 312015

Investment in Shares 1120000 1120000Investment in Mutual Funds - -

Total 1120000 1120000

15 LONG TERM LOANS AND ADVANCESAs at March 312016 As at March 312015

Security Deposits 366283000 337485500(Unsecured considered good unlessOtherwise Stated)Intercorporate Deposits 2252255200 1913826900Total 2618538200 2251312400

16 INVENTORIESAs at March 312016 As at March 312015

(As taken valued amp certified by the management)

Stock in Trade (in respect of goodsacquired for trading )

38093012700 37213584000

Stores Spares amp Loose tools 3115489400 3275572300

Total 41208502100 40489156300

17 TRADE RECEIVABLESAs at March 312016 As at March 312015

(unsecured considered good unlessotherwise stated)(1)Debts outstanding for a period exceeding

six months from the date they are due 513584600 623548900(2)Other debts 13858473100 13298954100Total 14372057700 13922503000

55

18 CASH amp CASH EQUIVALENTS As at March 312016 As at March 312015

(a) Balance with BanksFixed deposits 1260950600 812770600(Earmarked balances with banksheld as margin moneyagainst borrowingsand other commitments)Current accounts 1243916600 6403274200Gold Coins 29547200 29547200(b) Cheques Draft on HandCheques in HandCash in hand

202088500961001200

30714258001239569200

Total 3697504100 11556587000

19 SHORT TERM LOANS amp ADVANCESAs at March 312016 As at March 312015

(Unsecured considered good unlessotherwise stated)advances recoverable in cash orin kind for the value to be received(1)Advance to parties 2541662700 9294257800(2) Receivable from revenue authorities 551783000 569108700(3)Current years taxes recoverable(net ofliability)

332615600 380504500

(4) Other advances 1071179500 1155243400Total 4497240800 11399114400

HIRA AUTOMOBILES LIMITED

56

20 OTHER CURRENT ASSETSAs at March 312016 As at March 312015

Prepaid Expenses 80877200 52811400

Total 52811400

21 REVENUE FROM OPERATIONSAs at March 312016 As at March 312015

Sale of products 290733945600 301324413800Sale of services 9681919400 10435033800

Other operating revenues 9957031800 11974222600310372896800 323733670200

Less Excise duty - -Total 310372896800 323733670200

22 OTHER INCOMEAs at March 312016 As at March 312015

Interest income 87335400 279807100Other Non-operating income 49659200 245604900Total 136994600 525412000

23 COST OF MATERIAL CONSUMEDAs at March 312016 As at March 312015

Purchases Raw-Materials and PackingMaterials

1357073500 1293751900

Add Opening balance of stock - -1357073500 1293751900

Less Closing balance of stock - -Total 1357073500 1293751900

80877200

24 PURCHASE OF STOCK IN TRADEAs at March 312016 As at March 312015

Purchases of Traded goods 281848216100 294479334400

Total 281848216100 294479334400

25 CHANGES IN INVENTORIESAs at March 312016 As at March 312015

Finished Goodsat the beginning of the accounting period - -at the end of the accounting period - -Stock-in-Tradeat the beginning of the accounting period 40489156300 40302950600at the end of the accounting period 41208502100 40489156300Total (719345800) (186205700)

26 EMPLOYEE BENEFIT EXPENSESAs at March 312016 As at March 312015

Salary and Wages 8156996000 9654096800HRA Expenses and other allowance 2733336200 1148756100Contribution to Provident fund 587123100 490338400Contribution to Employees state Insurance fund 157923000 161030000Workers and Staff Welfare 299823200 269213600Gratuity Expenses 95497100 64570600Bonus 420931500 903597900Employees Training and Uniform expenses 213124000 253129400Total 12664754100 12944732800

HIRA AUTOMOBILES LIMITED

57

27 FINANCE COSTSAs at March 312016 As at March 312015

Interest ExpenseInterest to Banks 4309580000 3483884100Interest on Unsecured loans 1196279800 577607600Interest to Customers (36290200) (95330900)Interest to MSIL (121679800) (50429300)Interest to Bank on Vehicle loan 29667800 43272600Bank Charges 227277200 198230800

Total 5604834800 4157234900

28 OTHER EXPENSESAs at March 312016 As at March 312015

Accessories Expenses 9551600 18313400Festival Expenses 30357200 8141000Donation 13123500 9144500Freight Inward 23896900 26399000Power amp Fuel 913761800 911434100Software Usage Charges 91413600 86473500Entertainment Exp 19129900 29106000Rent Rates amp Taxes 701191800 671145200General Expenses 162725500 138611000Godown Rent 57600000 48125000Insurance 161551400 173705300Legal expenses 43474400 60436900Misc Expenses 7073900 3598300News Paper amp Periodicals 9374100 7947200Outside Labour Expenses 284322400 102072700Payment to the Auditors 48313400 15000000Postage amp Courier Expenses 10683600 13298800Professional Charges 147965200 1006744000Printing amp Stationery 165125400 223093400Repair to Buildings and fixed assets 309177500 427256800MDS Expenses 21264900 35806500Telephone Expenses 326712100 525640000Workshop Expenses 325704400 579373600Vehicle Running Expenses 182200200 225090800Other expenses 18263600 405070100Advertisement ExpensesDiscounts

99310800745200400

118382500821623000

Customer welfare 146224200 161357500Demo Expenses amp PDI Expenses 372510300 437441500Sales Promotion 696744200 773152400Sale Commission amp Incentives 160190000 35180000Pool Cancellation and lifting charges 202092600 166694500Marketing Staff Tour expensesTrue Value Expenses

531070200358105500

581622300442725000

Total 7395406500 8383136200

HIRA AUTOMOBILES LIMITED

58 HIRA AUTOMOBILES LIMITED

Post-Employment BenefitsDefined Contribution PlansA defined contribution plan is a post-employment benefit plan under which the Company pays specifiedContributions to a separate entity The Company makes specified monthly contributions towards ProvidentFund Superannuation Fund and Pension Scheme The Companys contribution is recognized as an expense inthe Profit and Loss Statement during the period in which the employee renders the related service

The Company does not deal with Foreign Currency hence AS-11 ldquoEffect of changes in Foreign Exchangesissued bythe Institute of Chartered Accountantsof India isnot applicable

Cash Flow Statements has been prepared following the indirect method set out in the Accounting Standard-3 on ldquoCash Statements ldquoissued by the Institute of Chartered Accountants of India

(i) Income tax expenses for the period comprise of Current Tax amp Deffered Tax(ii) Current tax is measured at the amount expected to be paid to the tax authorities using the applicable tax

Rates of the Income TaxAct 1961(iii) Deferred Tax is calculated on the timing differences being the difference between accounting income and

taxable income which originates in one period and are capable of reversal in one or more subsequentaccounting periods in accordance with the provisions of Accounting Standard -22 on ldquoAccounting forTaxeson Incomerdquo issued by the Institute of Chartered Accountants of IndiaDeferred tax assets are recognized only to the extent that there is a reasonable certainty that sufficientfuture income will be available except that deferred tax assets in case there are unabsorbed depreciationor losses are recognized if there is virtual certainty that sufficient future taxable income will be available torealize the same

Depreciation on Fixed Assets is provided on the basis of Straight Line Method (SLM) Depreciation isprovided based on useful life of the assets as prescribed in Schedule II to the Companies Act 2013

Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and itis probable that an outflow of resources will be required to settle the obligation and a reliable estimate canbe made Provisions are not discounted to their present value and are determined based on the bestestimate required to settle the obligation at the reporting date These estimates are reviewed at eachreporting date and adjusted to reflect the current best estimatesContingent liabilities are disclosed unless the possibility of outflow of resources is remoteContingent assets are neither recognized nor disclosed in the financial statements

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value Animpairment loss is charged to the Profit and Loss Statement in the year in which an asset is identified asimpaired The impairment loss recognized in prior accounting period is reversed if there has been a changein the estimate of recoverable amount

G) ForeignCurrencyTransaction

H) CashFlowStatements

J) Depreciation

K) ProvisionsandContingent liabilities

L) Impairment ofAssets

I) TaxesonIncome

59 HIRA AUTOMOBILES LIMITED

M) EarningsPer Share

N) Segment Reporting

has been made in accordance with the requirement of Accounting Standard (AS) -20 on Earnings PerShare issued by the Institute of Chartered Accountants of India Diluted Earning per share is the same asBasic Earning per share because there is no potential equity shares which would have dilutive effect onearning per shares to equity shareholders

The Company is Authorized Dealer of Maruti Suzuki India Limited (MSIL) and hence is engaged in thebusiness of sale amp service of MSIL vehicles As the basic nature of sale of variants of vehicles is governedby the same set of risk amp returns these have been grouped as single segment as per AccountingStandard(AS-17) on segment reporting issued by the Institute of Chartered Accountants of India

2 Detail in respect of Opening Stock Sales and Closing Stock as follows

3 (a) During the year the company has recognized the following amounts as Defined Contribution Pan in theProfit and Loss Account

i) Employers Contribution to Provident Fund - Rs 5871 Lacsii) Employers Contribution to Employee State Insurance - Rs 1579 Lacs

The calculation of Earnings Per Share (EPS) as disclosed in the Balance Sheet Abstract

(b) During the year the Company has made provision for Gratuity in books asdesigned benefit plan

4 Subsequent to Accounting Standards -22 Accounting for Taxes on Income Issued by the Institute ofCharteredAccountants of India Deferred Tax Expenses of Rs 120557700 for the periods is recognized inthe profit and LossAmount

Calculation of Deferred TaxLiability is as followsWritten down value of Fixed Assets as on 31032016 (As per Company Act) 168178793Written down value of Fixed Assets as on 31032016 (As per Income Tax Act) 114371729bull Timing Difference 53807064bull Tax 3090 16626383bull Deferred Tax Liability as on 31032016 16626383bull Deferred Tax Liability as on 31042015 15420806bull Deferred Tax Liability to be provided for 1205577

5 Legal amp Professional Fees includes Payments to Auditors comprising as follows-i) Statutory Audit fee Rs 10000000ii) Tax audit and Vat audit Fee Rs 5000000

6 Related Party Disclosure in accordance with Accounting Standard-18

Pacific Finlease Pvt LtdRahul Sidhu Enterprises Pvt LtdRSG Studios Pvt Ltd

(a) Enterprises owned or Significantly Influenced by Directors and their Relatives

60 HIRA AUTOMOBILES LIMITED

Particulars Opening Stock Sales Closing StockQty

825VehiclesSpares ampAccessory

Amount(Rs In Lacs)

37213632756

Qty

5627

Amount(Rs In Lacs)2647068260272

Qty

1131

Amount(Rs In Lacs)

38093031155

b)

Pacific Finlease Pvt Ltd

Rahul Sidhu Enterprises Pvt Ltd

RSGStudios Pvt Ltd

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 1915Interest Recovered during the financial year 207

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 14379Interest Recovered during the financial year 035

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 6229Interest Recovered during the financial year 618

7 Calculation of Earning Per Share is as follows Profit after Tax as per Profit amp Loss Account as on 3132016 5630835

For Basic Earning Per share 2753440For Diluted Earning Per Share 2753440

Basic 219Diluted 219

8 Balance confirmation letters have been obtained from some of the parties on test check basis9 Figures of Previous year have been re-grouped and re classified wherever necessary in order to

conform to the current years presentation

As per our report of even date

No of Equity Share (Face value Rs 10- each)

Detail of transaction for the financial year 2015-16

Earning Per Share

61 HIRA AUTOMOBILES LIMITED

Page 52: HIRAAUTOMOBILESLIMITED - bseindia.com · S. Isher Singh Director Mrs. Neha Sidhu Whole time Director Mrs ... Name Rahulinder Singh Sidhu Age 34 Brief Resume Working as Director in

53

5 DEFERRED TAX LIABILITIES (NET)As at March 312016 As at March 312015

Deferred tax liabilities 1662638300 1542080600Total 1662638300 1542080600

6 OTHER LONG TERM LIABILITIESAs at March 312016 As at March 312015

Sales promotion scheme- Customeradvances

5046479000 4415090000

Security from Employees 688513800 651945200Total 5734992800 5067035200

7 LONG TERM PROVISIONSAs at March 312016 As at March 312015

Gratuity provision 1339912400 1244415300Total 1339912400 1244415300

10 OTHER CURRENT LIABILITIESAs at March 312015

Current maturities of long term debts 880473400 1674618400Interest accrued and due on borrowings - -Value added tax and CST 2185026500 2517359600TDS payable 111535600 157798400Current year taxes payable(net of advance tax) - -

Other payables 494159100 329385900Total 3671194600 4679162300

11 SHORT TERM PROVISIONS

(a) Provisions for employee benefits 823155600 789863800

8 SHORT TERM BORROWINGSAs at March 312016 As at March 312015

Secured loans from banksPunjab National Bank -(secured against hypothecation of stockand book-debts)Gur Mandi Patiala 30680878500 29077205300Gagan Chowk Rajpura 1863121400 1705992300New Grain Market Muktsar and Malout 842363700 757042200Inventory funding 15977059900 27961153300(secured against hypothecation of stockand book-debts)Total 49363423500 59501393100

9 TRADE PAYABLESAs at March 312016 As at March 312015

Sundry Creditors 357269200 2822407500Advance from Parties-Interest free 1145471900 3300893700Total 1502741100 6123301200

HIRA AUTOMOBILES LIMITED

As at March 312016 As at March 312015

Total 823155600 789863800

As at March 312016

54 HIRA AUTOMOBILES LIMITED

14 NON CURRENT INVESTMENTAs at March 312016 As at March 312015

Investment in Shares 1120000 1120000Investment in Mutual Funds - -

Total 1120000 1120000

15 LONG TERM LOANS AND ADVANCESAs at March 312016 As at March 312015

Security Deposits 366283000 337485500(Unsecured considered good unlessOtherwise Stated)Intercorporate Deposits 2252255200 1913826900Total 2618538200 2251312400

16 INVENTORIESAs at March 312016 As at March 312015

(As taken valued amp certified by the management)

Stock in Trade (in respect of goodsacquired for trading )

38093012700 37213584000

Stores Spares amp Loose tools 3115489400 3275572300

Total 41208502100 40489156300

17 TRADE RECEIVABLESAs at March 312016 As at March 312015

(unsecured considered good unlessotherwise stated)(1)Debts outstanding for a period exceeding

six months from the date they are due 513584600 623548900(2)Other debts 13858473100 13298954100Total 14372057700 13922503000

55

18 CASH amp CASH EQUIVALENTS As at March 312016 As at March 312015

(a) Balance with BanksFixed deposits 1260950600 812770600(Earmarked balances with banksheld as margin moneyagainst borrowingsand other commitments)Current accounts 1243916600 6403274200Gold Coins 29547200 29547200(b) Cheques Draft on HandCheques in HandCash in hand

202088500961001200

30714258001239569200

Total 3697504100 11556587000

19 SHORT TERM LOANS amp ADVANCESAs at March 312016 As at March 312015

(Unsecured considered good unlessotherwise stated)advances recoverable in cash orin kind for the value to be received(1)Advance to parties 2541662700 9294257800(2) Receivable from revenue authorities 551783000 569108700(3)Current years taxes recoverable(net ofliability)

332615600 380504500

(4) Other advances 1071179500 1155243400Total 4497240800 11399114400

HIRA AUTOMOBILES LIMITED

56

20 OTHER CURRENT ASSETSAs at March 312016 As at March 312015

Prepaid Expenses 80877200 52811400

Total 52811400

21 REVENUE FROM OPERATIONSAs at March 312016 As at March 312015

Sale of products 290733945600 301324413800Sale of services 9681919400 10435033800

Other operating revenues 9957031800 11974222600310372896800 323733670200

Less Excise duty - -Total 310372896800 323733670200

22 OTHER INCOMEAs at March 312016 As at March 312015

Interest income 87335400 279807100Other Non-operating income 49659200 245604900Total 136994600 525412000

23 COST OF MATERIAL CONSUMEDAs at March 312016 As at March 312015

Purchases Raw-Materials and PackingMaterials

1357073500 1293751900

Add Opening balance of stock - -1357073500 1293751900

Less Closing balance of stock - -Total 1357073500 1293751900

80877200

24 PURCHASE OF STOCK IN TRADEAs at March 312016 As at March 312015

Purchases of Traded goods 281848216100 294479334400

Total 281848216100 294479334400

25 CHANGES IN INVENTORIESAs at March 312016 As at March 312015

Finished Goodsat the beginning of the accounting period - -at the end of the accounting period - -Stock-in-Tradeat the beginning of the accounting period 40489156300 40302950600at the end of the accounting period 41208502100 40489156300Total (719345800) (186205700)

26 EMPLOYEE BENEFIT EXPENSESAs at March 312016 As at March 312015

Salary and Wages 8156996000 9654096800HRA Expenses and other allowance 2733336200 1148756100Contribution to Provident fund 587123100 490338400Contribution to Employees state Insurance fund 157923000 161030000Workers and Staff Welfare 299823200 269213600Gratuity Expenses 95497100 64570600Bonus 420931500 903597900Employees Training and Uniform expenses 213124000 253129400Total 12664754100 12944732800

HIRA AUTOMOBILES LIMITED

57

27 FINANCE COSTSAs at March 312016 As at March 312015

Interest ExpenseInterest to Banks 4309580000 3483884100Interest on Unsecured loans 1196279800 577607600Interest to Customers (36290200) (95330900)Interest to MSIL (121679800) (50429300)Interest to Bank on Vehicle loan 29667800 43272600Bank Charges 227277200 198230800

Total 5604834800 4157234900

28 OTHER EXPENSESAs at March 312016 As at March 312015

Accessories Expenses 9551600 18313400Festival Expenses 30357200 8141000Donation 13123500 9144500Freight Inward 23896900 26399000Power amp Fuel 913761800 911434100Software Usage Charges 91413600 86473500Entertainment Exp 19129900 29106000Rent Rates amp Taxes 701191800 671145200General Expenses 162725500 138611000Godown Rent 57600000 48125000Insurance 161551400 173705300Legal expenses 43474400 60436900Misc Expenses 7073900 3598300News Paper amp Periodicals 9374100 7947200Outside Labour Expenses 284322400 102072700Payment to the Auditors 48313400 15000000Postage amp Courier Expenses 10683600 13298800Professional Charges 147965200 1006744000Printing amp Stationery 165125400 223093400Repair to Buildings and fixed assets 309177500 427256800MDS Expenses 21264900 35806500Telephone Expenses 326712100 525640000Workshop Expenses 325704400 579373600Vehicle Running Expenses 182200200 225090800Other expenses 18263600 405070100Advertisement ExpensesDiscounts

99310800745200400

118382500821623000

Customer welfare 146224200 161357500Demo Expenses amp PDI Expenses 372510300 437441500Sales Promotion 696744200 773152400Sale Commission amp Incentives 160190000 35180000Pool Cancellation and lifting charges 202092600 166694500Marketing Staff Tour expensesTrue Value Expenses

531070200358105500

581622300442725000

Total 7395406500 8383136200

HIRA AUTOMOBILES LIMITED

58 HIRA AUTOMOBILES LIMITED

Post-Employment BenefitsDefined Contribution PlansA defined contribution plan is a post-employment benefit plan under which the Company pays specifiedContributions to a separate entity The Company makes specified monthly contributions towards ProvidentFund Superannuation Fund and Pension Scheme The Companys contribution is recognized as an expense inthe Profit and Loss Statement during the period in which the employee renders the related service

The Company does not deal with Foreign Currency hence AS-11 ldquoEffect of changes in Foreign Exchangesissued bythe Institute of Chartered Accountantsof India isnot applicable

Cash Flow Statements has been prepared following the indirect method set out in the Accounting Standard-3 on ldquoCash Statements ldquoissued by the Institute of Chartered Accountants of India

(i) Income tax expenses for the period comprise of Current Tax amp Deffered Tax(ii) Current tax is measured at the amount expected to be paid to the tax authorities using the applicable tax

Rates of the Income TaxAct 1961(iii) Deferred Tax is calculated on the timing differences being the difference between accounting income and

taxable income which originates in one period and are capable of reversal in one or more subsequentaccounting periods in accordance with the provisions of Accounting Standard -22 on ldquoAccounting forTaxeson Incomerdquo issued by the Institute of Chartered Accountants of IndiaDeferred tax assets are recognized only to the extent that there is a reasonable certainty that sufficientfuture income will be available except that deferred tax assets in case there are unabsorbed depreciationor losses are recognized if there is virtual certainty that sufficient future taxable income will be available torealize the same

Depreciation on Fixed Assets is provided on the basis of Straight Line Method (SLM) Depreciation isprovided based on useful life of the assets as prescribed in Schedule II to the Companies Act 2013

Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and itis probable that an outflow of resources will be required to settle the obligation and a reliable estimate canbe made Provisions are not discounted to their present value and are determined based on the bestestimate required to settle the obligation at the reporting date These estimates are reviewed at eachreporting date and adjusted to reflect the current best estimatesContingent liabilities are disclosed unless the possibility of outflow of resources is remoteContingent assets are neither recognized nor disclosed in the financial statements

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value Animpairment loss is charged to the Profit and Loss Statement in the year in which an asset is identified asimpaired The impairment loss recognized in prior accounting period is reversed if there has been a changein the estimate of recoverable amount

G) ForeignCurrencyTransaction

H) CashFlowStatements

J) Depreciation

K) ProvisionsandContingent liabilities

L) Impairment ofAssets

I) TaxesonIncome

59 HIRA AUTOMOBILES LIMITED

M) EarningsPer Share

N) Segment Reporting

has been made in accordance with the requirement of Accounting Standard (AS) -20 on Earnings PerShare issued by the Institute of Chartered Accountants of India Diluted Earning per share is the same asBasic Earning per share because there is no potential equity shares which would have dilutive effect onearning per shares to equity shareholders

The Company is Authorized Dealer of Maruti Suzuki India Limited (MSIL) and hence is engaged in thebusiness of sale amp service of MSIL vehicles As the basic nature of sale of variants of vehicles is governedby the same set of risk amp returns these have been grouped as single segment as per AccountingStandard(AS-17) on segment reporting issued by the Institute of Chartered Accountants of India

2 Detail in respect of Opening Stock Sales and Closing Stock as follows

3 (a) During the year the company has recognized the following amounts as Defined Contribution Pan in theProfit and Loss Account

i) Employers Contribution to Provident Fund - Rs 5871 Lacsii) Employers Contribution to Employee State Insurance - Rs 1579 Lacs

The calculation of Earnings Per Share (EPS) as disclosed in the Balance Sheet Abstract

(b) During the year the Company has made provision for Gratuity in books asdesigned benefit plan

4 Subsequent to Accounting Standards -22 Accounting for Taxes on Income Issued by the Institute ofCharteredAccountants of India Deferred Tax Expenses of Rs 120557700 for the periods is recognized inthe profit and LossAmount

Calculation of Deferred TaxLiability is as followsWritten down value of Fixed Assets as on 31032016 (As per Company Act) 168178793Written down value of Fixed Assets as on 31032016 (As per Income Tax Act) 114371729bull Timing Difference 53807064bull Tax 3090 16626383bull Deferred Tax Liability as on 31032016 16626383bull Deferred Tax Liability as on 31042015 15420806bull Deferred Tax Liability to be provided for 1205577

5 Legal amp Professional Fees includes Payments to Auditors comprising as follows-i) Statutory Audit fee Rs 10000000ii) Tax audit and Vat audit Fee Rs 5000000

6 Related Party Disclosure in accordance with Accounting Standard-18

Pacific Finlease Pvt LtdRahul Sidhu Enterprises Pvt LtdRSG Studios Pvt Ltd

(a) Enterprises owned or Significantly Influenced by Directors and their Relatives

60 HIRA AUTOMOBILES LIMITED

Particulars Opening Stock Sales Closing StockQty

825VehiclesSpares ampAccessory

Amount(Rs In Lacs)

37213632756

Qty

5627

Amount(Rs In Lacs)2647068260272

Qty

1131

Amount(Rs In Lacs)

38093031155

b)

Pacific Finlease Pvt Ltd

Rahul Sidhu Enterprises Pvt Ltd

RSGStudios Pvt Ltd

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 1915Interest Recovered during the financial year 207

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 14379Interest Recovered during the financial year 035

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 6229Interest Recovered during the financial year 618

7 Calculation of Earning Per Share is as follows Profit after Tax as per Profit amp Loss Account as on 3132016 5630835

For Basic Earning Per share 2753440For Diluted Earning Per Share 2753440

Basic 219Diluted 219

8 Balance confirmation letters have been obtained from some of the parties on test check basis9 Figures of Previous year have been re-grouped and re classified wherever necessary in order to

conform to the current years presentation

As per our report of even date

No of Equity Share (Face value Rs 10- each)

Detail of transaction for the financial year 2015-16

Earning Per Share

61 HIRA AUTOMOBILES LIMITED

Page 53: HIRAAUTOMOBILESLIMITED - bseindia.com · S. Isher Singh Director Mrs. Neha Sidhu Whole time Director Mrs ... Name Rahulinder Singh Sidhu Age 34 Brief Resume Working as Director in

54 HIRA AUTOMOBILES LIMITED

14 NON CURRENT INVESTMENTAs at March 312016 As at March 312015

Investment in Shares 1120000 1120000Investment in Mutual Funds - -

Total 1120000 1120000

15 LONG TERM LOANS AND ADVANCESAs at March 312016 As at March 312015

Security Deposits 366283000 337485500(Unsecured considered good unlessOtherwise Stated)Intercorporate Deposits 2252255200 1913826900Total 2618538200 2251312400

16 INVENTORIESAs at March 312016 As at March 312015

(As taken valued amp certified by the management)

Stock in Trade (in respect of goodsacquired for trading )

38093012700 37213584000

Stores Spares amp Loose tools 3115489400 3275572300

Total 41208502100 40489156300

17 TRADE RECEIVABLESAs at March 312016 As at March 312015

(unsecured considered good unlessotherwise stated)(1)Debts outstanding for a period exceeding

six months from the date they are due 513584600 623548900(2)Other debts 13858473100 13298954100Total 14372057700 13922503000

55

18 CASH amp CASH EQUIVALENTS As at March 312016 As at March 312015

(a) Balance with BanksFixed deposits 1260950600 812770600(Earmarked balances with banksheld as margin moneyagainst borrowingsand other commitments)Current accounts 1243916600 6403274200Gold Coins 29547200 29547200(b) Cheques Draft on HandCheques in HandCash in hand

202088500961001200

30714258001239569200

Total 3697504100 11556587000

19 SHORT TERM LOANS amp ADVANCESAs at March 312016 As at March 312015

(Unsecured considered good unlessotherwise stated)advances recoverable in cash orin kind for the value to be received(1)Advance to parties 2541662700 9294257800(2) Receivable from revenue authorities 551783000 569108700(3)Current years taxes recoverable(net ofliability)

332615600 380504500

(4) Other advances 1071179500 1155243400Total 4497240800 11399114400

HIRA AUTOMOBILES LIMITED

56

20 OTHER CURRENT ASSETSAs at March 312016 As at March 312015

Prepaid Expenses 80877200 52811400

Total 52811400

21 REVENUE FROM OPERATIONSAs at March 312016 As at March 312015

Sale of products 290733945600 301324413800Sale of services 9681919400 10435033800

Other operating revenues 9957031800 11974222600310372896800 323733670200

Less Excise duty - -Total 310372896800 323733670200

22 OTHER INCOMEAs at March 312016 As at March 312015

Interest income 87335400 279807100Other Non-operating income 49659200 245604900Total 136994600 525412000

23 COST OF MATERIAL CONSUMEDAs at March 312016 As at March 312015

Purchases Raw-Materials and PackingMaterials

1357073500 1293751900

Add Opening balance of stock - -1357073500 1293751900

Less Closing balance of stock - -Total 1357073500 1293751900

80877200

24 PURCHASE OF STOCK IN TRADEAs at March 312016 As at March 312015

Purchases of Traded goods 281848216100 294479334400

Total 281848216100 294479334400

25 CHANGES IN INVENTORIESAs at March 312016 As at March 312015

Finished Goodsat the beginning of the accounting period - -at the end of the accounting period - -Stock-in-Tradeat the beginning of the accounting period 40489156300 40302950600at the end of the accounting period 41208502100 40489156300Total (719345800) (186205700)

26 EMPLOYEE BENEFIT EXPENSESAs at March 312016 As at March 312015

Salary and Wages 8156996000 9654096800HRA Expenses and other allowance 2733336200 1148756100Contribution to Provident fund 587123100 490338400Contribution to Employees state Insurance fund 157923000 161030000Workers and Staff Welfare 299823200 269213600Gratuity Expenses 95497100 64570600Bonus 420931500 903597900Employees Training and Uniform expenses 213124000 253129400Total 12664754100 12944732800

HIRA AUTOMOBILES LIMITED

57

27 FINANCE COSTSAs at March 312016 As at March 312015

Interest ExpenseInterest to Banks 4309580000 3483884100Interest on Unsecured loans 1196279800 577607600Interest to Customers (36290200) (95330900)Interest to MSIL (121679800) (50429300)Interest to Bank on Vehicle loan 29667800 43272600Bank Charges 227277200 198230800

Total 5604834800 4157234900

28 OTHER EXPENSESAs at March 312016 As at March 312015

Accessories Expenses 9551600 18313400Festival Expenses 30357200 8141000Donation 13123500 9144500Freight Inward 23896900 26399000Power amp Fuel 913761800 911434100Software Usage Charges 91413600 86473500Entertainment Exp 19129900 29106000Rent Rates amp Taxes 701191800 671145200General Expenses 162725500 138611000Godown Rent 57600000 48125000Insurance 161551400 173705300Legal expenses 43474400 60436900Misc Expenses 7073900 3598300News Paper amp Periodicals 9374100 7947200Outside Labour Expenses 284322400 102072700Payment to the Auditors 48313400 15000000Postage amp Courier Expenses 10683600 13298800Professional Charges 147965200 1006744000Printing amp Stationery 165125400 223093400Repair to Buildings and fixed assets 309177500 427256800MDS Expenses 21264900 35806500Telephone Expenses 326712100 525640000Workshop Expenses 325704400 579373600Vehicle Running Expenses 182200200 225090800Other expenses 18263600 405070100Advertisement ExpensesDiscounts

99310800745200400

118382500821623000

Customer welfare 146224200 161357500Demo Expenses amp PDI Expenses 372510300 437441500Sales Promotion 696744200 773152400Sale Commission amp Incentives 160190000 35180000Pool Cancellation and lifting charges 202092600 166694500Marketing Staff Tour expensesTrue Value Expenses

531070200358105500

581622300442725000

Total 7395406500 8383136200

HIRA AUTOMOBILES LIMITED

58 HIRA AUTOMOBILES LIMITED

Post-Employment BenefitsDefined Contribution PlansA defined contribution plan is a post-employment benefit plan under which the Company pays specifiedContributions to a separate entity The Company makes specified monthly contributions towards ProvidentFund Superannuation Fund and Pension Scheme The Companys contribution is recognized as an expense inthe Profit and Loss Statement during the period in which the employee renders the related service

The Company does not deal with Foreign Currency hence AS-11 ldquoEffect of changes in Foreign Exchangesissued bythe Institute of Chartered Accountantsof India isnot applicable

Cash Flow Statements has been prepared following the indirect method set out in the Accounting Standard-3 on ldquoCash Statements ldquoissued by the Institute of Chartered Accountants of India

(i) Income tax expenses for the period comprise of Current Tax amp Deffered Tax(ii) Current tax is measured at the amount expected to be paid to the tax authorities using the applicable tax

Rates of the Income TaxAct 1961(iii) Deferred Tax is calculated on the timing differences being the difference between accounting income and

taxable income which originates in one period and are capable of reversal in one or more subsequentaccounting periods in accordance with the provisions of Accounting Standard -22 on ldquoAccounting forTaxeson Incomerdquo issued by the Institute of Chartered Accountants of IndiaDeferred tax assets are recognized only to the extent that there is a reasonable certainty that sufficientfuture income will be available except that deferred tax assets in case there are unabsorbed depreciationor losses are recognized if there is virtual certainty that sufficient future taxable income will be available torealize the same

Depreciation on Fixed Assets is provided on the basis of Straight Line Method (SLM) Depreciation isprovided based on useful life of the assets as prescribed in Schedule II to the Companies Act 2013

Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and itis probable that an outflow of resources will be required to settle the obligation and a reliable estimate canbe made Provisions are not discounted to their present value and are determined based on the bestestimate required to settle the obligation at the reporting date These estimates are reviewed at eachreporting date and adjusted to reflect the current best estimatesContingent liabilities are disclosed unless the possibility of outflow of resources is remoteContingent assets are neither recognized nor disclosed in the financial statements

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value Animpairment loss is charged to the Profit and Loss Statement in the year in which an asset is identified asimpaired The impairment loss recognized in prior accounting period is reversed if there has been a changein the estimate of recoverable amount

G) ForeignCurrencyTransaction

H) CashFlowStatements

J) Depreciation

K) ProvisionsandContingent liabilities

L) Impairment ofAssets

I) TaxesonIncome

59 HIRA AUTOMOBILES LIMITED

M) EarningsPer Share

N) Segment Reporting

has been made in accordance with the requirement of Accounting Standard (AS) -20 on Earnings PerShare issued by the Institute of Chartered Accountants of India Diluted Earning per share is the same asBasic Earning per share because there is no potential equity shares which would have dilutive effect onearning per shares to equity shareholders

The Company is Authorized Dealer of Maruti Suzuki India Limited (MSIL) and hence is engaged in thebusiness of sale amp service of MSIL vehicles As the basic nature of sale of variants of vehicles is governedby the same set of risk amp returns these have been grouped as single segment as per AccountingStandard(AS-17) on segment reporting issued by the Institute of Chartered Accountants of India

2 Detail in respect of Opening Stock Sales and Closing Stock as follows

3 (a) During the year the company has recognized the following amounts as Defined Contribution Pan in theProfit and Loss Account

i) Employers Contribution to Provident Fund - Rs 5871 Lacsii) Employers Contribution to Employee State Insurance - Rs 1579 Lacs

The calculation of Earnings Per Share (EPS) as disclosed in the Balance Sheet Abstract

(b) During the year the Company has made provision for Gratuity in books asdesigned benefit plan

4 Subsequent to Accounting Standards -22 Accounting for Taxes on Income Issued by the Institute ofCharteredAccountants of India Deferred Tax Expenses of Rs 120557700 for the periods is recognized inthe profit and LossAmount

Calculation of Deferred TaxLiability is as followsWritten down value of Fixed Assets as on 31032016 (As per Company Act) 168178793Written down value of Fixed Assets as on 31032016 (As per Income Tax Act) 114371729bull Timing Difference 53807064bull Tax 3090 16626383bull Deferred Tax Liability as on 31032016 16626383bull Deferred Tax Liability as on 31042015 15420806bull Deferred Tax Liability to be provided for 1205577

5 Legal amp Professional Fees includes Payments to Auditors comprising as follows-i) Statutory Audit fee Rs 10000000ii) Tax audit and Vat audit Fee Rs 5000000

6 Related Party Disclosure in accordance with Accounting Standard-18

Pacific Finlease Pvt LtdRahul Sidhu Enterprises Pvt LtdRSG Studios Pvt Ltd

(a) Enterprises owned or Significantly Influenced by Directors and their Relatives

60 HIRA AUTOMOBILES LIMITED

Particulars Opening Stock Sales Closing StockQty

825VehiclesSpares ampAccessory

Amount(Rs In Lacs)

37213632756

Qty

5627

Amount(Rs In Lacs)2647068260272

Qty

1131

Amount(Rs In Lacs)

38093031155

b)

Pacific Finlease Pvt Ltd

Rahul Sidhu Enterprises Pvt Ltd

RSGStudios Pvt Ltd

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 1915Interest Recovered during the financial year 207

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 14379Interest Recovered during the financial year 035

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 6229Interest Recovered during the financial year 618

7 Calculation of Earning Per Share is as follows Profit after Tax as per Profit amp Loss Account as on 3132016 5630835

For Basic Earning Per share 2753440For Diluted Earning Per Share 2753440

Basic 219Diluted 219

8 Balance confirmation letters have been obtained from some of the parties on test check basis9 Figures of Previous year have been re-grouped and re classified wherever necessary in order to

conform to the current years presentation

As per our report of even date

No of Equity Share (Face value Rs 10- each)

Detail of transaction for the financial year 2015-16

Earning Per Share

61 HIRA AUTOMOBILES LIMITED

Page 54: HIRAAUTOMOBILESLIMITED - bseindia.com · S. Isher Singh Director Mrs. Neha Sidhu Whole time Director Mrs ... Name Rahulinder Singh Sidhu Age 34 Brief Resume Working as Director in

14 NON CURRENT INVESTMENTAs at March 312016 As at March 312015

Investment in Shares 1120000 1120000Investment in Mutual Funds - -

Total 1120000 1120000

15 LONG TERM LOANS AND ADVANCESAs at March 312016 As at March 312015

Security Deposits 366283000 337485500(Unsecured considered good unlessOtherwise Stated)Intercorporate Deposits 2252255200 1913826900Total 2618538200 2251312400

16 INVENTORIESAs at March 312016 As at March 312015

(As taken valued amp certified by the management)

Stock in Trade (in respect of goodsacquired for trading )

38093012700 37213584000

Stores Spares amp Loose tools 3115489400 3275572300

Total 41208502100 40489156300

17 TRADE RECEIVABLESAs at March 312016 As at March 312015

(unsecured considered good unlessotherwise stated)(1)Debts outstanding for a period exceeding

six months from the date they are due 513584600 623548900(2)Other debts 13858473100 13298954100Total 14372057700 13922503000

55

18 CASH amp CASH EQUIVALENTS As at March 312016 As at March 312015

(a) Balance with BanksFixed deposits 1260950600 812770600(Earmarked balances with banksheld as margin moneyagainst borrowingsand other commitments)Current accounts 1243916600 6403274200Gold Coins 29547200 29547200(b) Cheques Draft on HandCheques in HandCash in hand

202088500961001200

30714258001239569200

Total 3697504100 11556587000

19 SHORT TERM LOANS amp ADVANCESAs at March 312016 As at March 312015

(Unsecured considered good unlessotherwise stated)advances recoverable in cash orin kind for the value to be received(1)Advance to parties 2541662700 9294257800(2) Receivable from revenue authorities 551783000 569108700(3)Current years taxes recoverable(net ofliability)

332615600 380504500

(4) Other advances 1071179500 1155243400Total 4497240800 11399114400

HIRA AUTOMOBILES LIMITED

56

20 OTHER CURRENT ASSETSAs at March 312016 As at March 312015

Prepaid Expenses 80877200 52811400

Total 52811400

21 REVENUE FROM OPERATIONSAs at March 312016 As at March 312015

Sale of products 290733945600 301324413800Sale of services 9681919400 10435033800

Other operating revenues 9957031800 11974222600310372896800 323733670200

Less Excise duty - -Total 310372896800 323733670200

22 OTHER INCOMEAs at March 312016 As at March 312015

Interest income 87335400 279807100Other Non-operating income 49659200 245604900Total 136994600 525412000

23 COST OF MATERIAL CONSUMEDAs at March 312016 As at March 312015

Purchases Raw-Materials and PackingMaterials

1357073500 1293751900

Add Opening balance of stock - -1357073500 1293751900

Less Closing balance of stock - -Total 1357073500 1293751900

80877200

24 PURCHASE OF STOCK IN TRADEAs at March 312016 As at March 312015

Purchases of Traded goods 281848216100 294479334400

Total 281848216100 294479334400

25 CHANGES IN INVENTORIESAs at March 312016 As at March 312015

Finished Goodsat the beginning of the accounting period - -at the end of the accounting period - -Stock-in-Tradeat the beginning of the accounting period 40489156300 40302950600at the end of the accounting period 41208502100 40489156300Total (719345800) (186205700)

26 EMPLOYEE BENEFIT EXPENSESAs at March 312016 As at March 312015

Salary and Wages 8156996000 9654096800HRA Expenses and other allowance 2733336200 1148756100Contribution to Provident fund 587123100 490338400Contribution to Employees state Insurance fund 157923000 161030000Workers and Staff Welfare 299823200 269213600Gratuity Expenses 95497100 64570600Bonus 420931500 903597900Employees Training and Uniform expenses 213124000 253129400Total 12664754100 12944732800

HIRA AUTOMOBILES LIMITED

57

27 FINANCE COSTSAs at March 312016 As at March 312015

Interest ExpenseInterest to Banks 4309580000 3483884100Interest on Unsecured loans 1196279800 577607600Interest to Customers (36290200) (95330900)Interest to MSIL (121679800) (50429300)Interest to Bank on Vehicle loan 29667800 43272600Bank Charges 227277200 198230800

Total 5604834800 4157234900

28 OTHER EXPENSESAs at March 312016 As at March 312015

Accessories Expenses 9551600 18313400Festival Expenses 30357200 8141000Donation 13123500 9144500Freight Inward 23896900 26399000Power amp Fuel 913761800 911434100Software Usage Charges 91413600 86473500Entertainment Exp 19129900 29106000Rent Rates amp Taxes 701191800 671145200General Expenses 162725500 138611000Godown Rent 57600000 48125000Insurance 161551400 173705300Legal expenses 43474400 60436900Misc Expenses 7073900 3598300News Paper amp Periodicals 9374100 7947200Outside Labour Expenses 284322400 102072700Payment to the Auditors 48313400 15000000Postage amp Courier Expenses 10683600 13298800Professional Charges 147965200 1006744000Printing amp Stationery 165125400 223093400Repair to Buildings and fixed assets 309177500 427256800MDS Expenses 21264900 35806500Telephone Expenses 326712100 525640000Workshop Expenses 325704400 579373600Vehicle Running Expenses 182200200 225090800Other expenses 18263600 405070100Advertisement ExpensesDiscounts

99310800745200400

118382500821623000

Customer welfare 146224200 161357500Demo Expenses amp PDI Expenses 372510300 437441500Sales Promotion 696744200 773152400Sale Commission amp Incentives 160190000 35180000Pool Cancellation and lifting charges 202092600 166694500Marketing Staff Tour expensesTrue Value Expenses

531070200358105500

581622300442725000

Total 7395406500 8383136200

HIRA AUTOMOBILES LIMITED

58 HIRA AUTOMOBILES LIMITED

Post-Employment BenefitsDefined Contribution PlansA defined contribution plan is a post-employment benefit plan under which the Company pays specifiedContributions to a separate entity The Company makes specified monthly contributions towards ProvidentFund Superannuation Fund and Pension Scheme The Companys contribution is recognized as an expense inthe Profit and Loss Statement during the period in which the employee renders the related service

The Company does not deal with Foreign Currency hence AS-11 ldquoEffect of changes in Foreign Exchangesissued bythe Institute of Chartered Accountantsof India isnot applicable

Cash Flow Statements has been prepared following the indirect method set out in the Accounting Standard-3 on ldquoCash Statements ldquoissued by the Institute of Chartered Accountants of India

(i) Income tax expenses for the period comprise of Current Tax amp Deffered Tax(ii) Current tax is measured at the amount expected to be paid to the tax authorities using the applicable tax

Rates of the Income TaxAct 1961(iii) Deferred Tax is calculated on the timing differences being the difference between accounting income and

taxable income which originates in one period and are capable of reversal in one or more subsequentaccounting periods in accordance with the provisions of Accounting Standard -22 on ldquoAccounting forTaxeson Incomerdquo issued by the Institute of Chartered Accountants of IndiaDeferred tax assets are recognized only to the extent that there is a reasonable certainty that sufficientfuture income will be available except that deferred tax assets in case there are unabsorbed depreciationor losses are recognized if there is virtual certainty that sufficient future taxable income will be available torealize the same

Depreciation on Fixed Assets is provided on the basis of Straight Line Method (SLM) Depreciation isprovided based on useful life of the assets as prescribed in Schedule II to the Companies Act 2013

Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and itis probable that an outflow of resources will be required to settle the obligation and a reliable estimate canbe made Provisions are not discounted to their present value and are determined based on the bestestimate required to settle the obligation at the reporting date These estimates are reviewed at eachreporting date and adjusted to reflect the current best estimatesContingent liabilities are disclosed unless the possibility of outflow of resources is remoteContingent assets are neither recognized nor disclosed in the financial statements

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value Animpairment loss is charged to the Profit and Loss Statement in the year in which an asset is identified asimpaired The impairment loss recognized in prior accounting period is reversed if there has been a changein the estimate of recoverable amount

G) ForeignCurrencyTransaction

H) CashFlowStatements

J) Depreciation

K) ProvisionsandContingent liabilities

L) Impairment ofAssets

I) TaxesonIncome

59 HIRA AUTOMOBILES LIMITED

M) EarningsPer Share

N) Segment Reporting

has been made in accordance with the requirement of Accounting Standard (AS) -20 on Earnings PerShare issued by the Institute of Chartered Accountants of India Diluted Earning per share is the same asBasic Earning per share because there is no potential equity shares which would have dilutive effect onearning per shares to equity shareholders

The Company is Authorized Dealer of Maruti Suzuki India Limited (MSIL) and hence is engaged in thebusiness of sale amp service of MSIL vehicles As the basic nature of sale of variants of vehicles is governedby the same set of risk amp returns these have been grouped as single segment as per AccountingStandard(AS-17) on segment reporting issued by the Institute of Chartered Accountants of India

2 Detail in respect of Opening Stock Sales and Closing Stock as follows

3 (a) During the year the company has recognized the following amounts as Defined Contribution Pan in theProfit and Loss Account

i) Employers Contribution to Provident Fund - Rs 5871 Lacsii) Employers Contribution to Employee State Insurance - Rs 1579 Lacs

The calculation of Earnings Per Share (EPS) as disclosed in the Balance Sheet Abstract

(b) During the year the Company has made provision for Gratuity in books asdesigned benefit plan

4 Subsequent to Accounting Standards -22 Accounting for Taxes on Income Issued by the Institute ofCharteredAccountants of India Deferred Tax Expenses of Rs 120557700 for the periods is recognized inthe profit and LossAmount

Calculation of Deferred TaxLiability is as followsWritten down value of Fixed Assets as on 31032016 (As per Company Act) 168178793Written down value of Fixed Assets as on 31032016 (As per Income Tax Act) 114371729bull Timing Difference 53807064bull Tax 3090 16626383bull Deferred Tax Liability as on 31032016 16626383bull Deferred Tax Liability as on 31042015 15420806bull Deferred Tax Liability to be provided for 1205577

5 Legal amp Professional Fees includes Payments to Auditors comprising as follows-i) Statutory Audit fee Rs 10000000ii) Tax audit and Vat audit Fee Rs 5000000

6 Related Party Disclosure in accordance with Accounting Standard-18

Pacific Finlease Pvt LtdRahul Sidhu Enterprises Pvt LtdRSG Studios Pvt Ltd

(a) Enterprises owned or Significantly Influenced by Directors and their Relatives

60 HIRA AUTOMOBILES LIMITED

Particulars Opening Stock Sales Closing StockQty

825VehiclesSpares ampAccessory

Amount(Rs In Lacs)

37213632756

Qty

5627

Amount(Rs In Lacs)2647068260272

Qty

1131

Amount(Rs In Lacs)

38093031155

b)

Pacific Finlease Pvt Ltd

Rahul Sidhu Enterprises Pvt Ltd

RSGStudios Pvt Ltd

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 1915Interest Recovered during the financial year 207

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 14379Interest Recovered during the financial year 035

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 6229Interest Recovered during the financial year 618

7 Calculation of Earning Per Share is as follows Profit after Tax as per Profit amp Loss Account as on 3132016 5630835

For Basic Earning Per share 2753440For Diluted Earning Per Share 2753440

Basic 219Diluted 219

8 Balance confirmation letters have been obtained from some of the parties on test check basis9 Figures of Previous year have been re-grouped and re classified wherever necessary in order to

conform to the current years presentation

As per our report of even date

No of Equity Share (Face value Rs 10- each)

Detail of transaction for the financial year 2015-16

Earning Per Share

61 HIRA AUTOMOBILES LIMITED

Page 55: HIRAAUTOMOBILESLIMITED - bseindia.com · S. Isher Singh Director Mrs. Neha Sidhu Whole time Director Mrs ... Name Rahulinder Singh Sidhu Age 34 Brief Resume Working as Director in

56

20 OTHER CURRENT ASSETSAs at March 312016 As at March 312015

Prepaid Expenses 80877200 52811400

Total 52811400

21 REVENUE FROM OPERATIONSAs at March 312016 As at March 312015

Sale of products 290733945600 301324413800Sale of services 9681919400 10435033800

Other operating revenues 9957031800 11974222600310372896800 323733670200

Less Excise duty - -Total 310372896800 323733670200

22 OTHER INCOMEAs at March 312016 As at March 312015

Interest income 87335400 279807100Other Non-operating income 49659200 245604900Total 136994600 525412000

23 COST OF MATERIAL CONSUMEDAs at March 312016 As at March 312015

Purchases Raw-Materials and PackingMaterials

1357073500 1293751900

Add Opening balance of stock - -1357073500 1293751900

Less Closing balance of stock - -Total 1357073500 1293751900

80877200

24 PURCHASE OF STOCK IN TRADEAs at March 312016 As at March 312015

Purchases of Traded goods 281848216100 294479334400

Total 281848216100 294479334400

25 CHANGES IN INVENTORIESAs at March 312016 As at March 312015

Finished Goodsat the beginning of the accounting period - -at the end of the accounting period - -Stock-in-Tradeat the beginning of the accounting period 40489156300 40302950600at the end of the accounting period 41208502100 40489156300Total (719345800) (186205700)

26 EMPLOYEE BENEFIT EXPENSESAs at March 312016 As at March 312015

Salary and Wages 8156996000 9654096800HRA Expenses and other allowance 2733336200 1148756100Contribution to Provident fund 587123100 490338400Contribution to Employees state Insurance fund 157923000 161030000Workers and Staff Welfare 299823200 269213600Gratuity Expenses 95497100 64570600Bonus 420931500 903597900Employees Training and Uniform expenses 213124000 253129400Total 12664754100 12944732800

HIRA AUTOMOBILES LIMITED

57

27 FINANCE COSTSAs at March 312016 As at March 312015

Interest ExpenseInterest to Banks 4309580000 3483884100Interest on Unsecured loans 1196279800 577607600Interest to Customers (36290200) (95330900)Interest to MSIL (121679800) (50429300)Interest to Bank on Vehicle loan 29667800 43272600Bank Charges 227277200 198230800

Total 5604834800 4157234900

28 OTHER EXPENSESAs at March 312016 As at March 312015

Accessories Expenses 9551600 18313400Festival Expenses 30357200 8141000Donation 13123500 9144500Freight Inward 23896900 26399000Power amp Fuel 913761800 911434100Software Usage Charges 91413600 86473500Entertainment Exp 19129900 29106000Rent Rates amp Taxes 701191800 671145200General Expenses 162725500 138611000Godown Rent 57600000 48125000Insurance 161551400 173705300Legal expenses 43474400 60436900Misc Expenses 7073900 3598300News Paper amp Periodicals 9374100 7947200Outside Labour Expenses 284322400 102072700Payment to the Auditors 48313400 15000000Postage amp Courier Expenses 10683600 13298800Professional Charges 147965200 1006744000Printing amp Stationery 165125400 223093400Repair to Buildings and fixed assets 309177500 427256800MDS Expenses 21264900 35806500Telephone Expenses 326712100 525640000Workshop Expenses 325704400 579373600Vehicle Running Expenses 182200200 225090800Other expenses 18263600 405070100Advertisement ExpensesDiscounts

99310800745200400

118382500821623000

Customer welfare 146224200 161357500Demo Expenses amp PDI Expenses 372510300 437441500Sales Promotion 696744200 773152400Sale Commission amp Incentives 160190000 35180000Pool Cancellation and lifting charges 202092600 166694500Marketing Staff Tour expensesTrue Value Expenses

531070200358105500

581622300442725000

Total 7395406500 8383136200

HIRA AUTOMOBILES LIMITED

58 HIRA AUTOMOBILES LIMITED

Post-Employment BenefitsDefined Contribution PlansA defined contribution plan is a post-employment benefit plan under which the Company pays specifiedContributions to a separate entity The Company makes specified monthly contributions towards ProvidentFund Superannuation Fund and Pension Scheme The Companys contribution is recognized as an expense inthe Profit and Loss Statement during the period in which the employee renders the related service

The Company does not deal with Foreign Currency hence AS-11 ldquoEffect of changes in Foreign Exchangesissued bythe Institute of Chartered Accountantsof India isnot applicable

Cash Flow Statements has been prepared following the indirect method set out in the Accounting Standard-3 on ldquoCash Statements ldquoissued by the Institute of Chartered Accountants of India

(i) Income tax expenses for the period comprise of Current Tax amp Deffered Tax(ii) Current tax is measured at the amount expected to be paid to the tax authorities using the applicable tax

Rates of the Income TaxAct 1961(iii) Deferred Tax is calculated on the timing differences being the difference between accounting income and

taxable income which originates in one period and are capable of reversal in one or more subsequentaccounting periods in accordance with the provisions of Accounting Standard -22 on ldquoAccounting forTaxeson Incomerdquo issued by the Institute of Chartered Accountants of IndiaDeferred tax assets are recognized only to the extent that there is a reasonable certainty that sufficientfuture income will be available except that deferred tax assets in case there are unabsorbed depreciationor losses are recognized if there is virtual certainty that sufficient future taxable income will be available torealize the same

Depreciation on Fixed Assets is provided on the basis of Straight Line Method (SLM) Depreciation isprovided based on useful life of the assets as prescribed in Schedule II to the Companies Act 2013

Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and itis probable that an outflow of resources will be required to settle the obligation and a reliable estimate canbe made Provisions are not discounted to their present value and are determined based on the bestestimate required to settle the obligation at the reporting date These estimates are reviewed at eachreporting date and adjusted to reflect the current best estimatesContingent liabilities are disclosed unless the possibility of outflow of resources is remoteContingent assets are neither recognized nor disclosed in the financial statements

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value Animpairment loss is charged to the Profit and Loss Statement in the year in which an asset is identified asimpaired The impairment loss recognized in prior accounting period is reversed if there has been a changein the estimate of recoverable amount

G) ForeignCurrencyTransaction

H) CashFlowStatements

J) Depreciation

K) ProvisionsandContingent liabilities

L) Impairment ofAssets

I) TaxesonIncome

59 HIRA AUTOMOBILES LIMITED

M) EarningsPer Share

N) Segment Reporting

has been made in accordance with the requirement of Accounting Standard (AS) -20 on Earnings PerShare issued by the Institute of Chartered Accountants of India Diluted Earning per share is the same asBasic Earning per share because there is no potential equity shares which would have dilutive effect onearning per shares to equity shareholders

The Company is Authorized Dealer of Maruti Suzuki India Limited (MSIL) and hence is engaged in thebusiness of sale amp service of MSIL vehicles As the basic nature of sale of variants of vehicles is governedby the same set of risk amp returns these have been grouped as single segment as per AccountingStandard(AS-17) on segment reporting issued by the Institute of Chartered Accountants of India

2 Detail in respect of Opening Stock Sales and Closing Stock as follows

3 (a) During the year the company has recognized the following amounts as Defined Contribution Pan in theProfit and Loss Account

i) Employers Contribution to Provident Fund - Rs 5871 Lacsii) Employers Contribution to Employee State Insurance - Rs 1579 Lacs

The calculation of Earnings Per Share (EPS) as disclosed in the Balance Sheet Abstract

(b) During the year the Company has made provision for Gratuity in books asdesigned benefit plan

4 Subsequent to Accounting Standards -22 Accounting for Taxes on Income Issued by the Institute ofCharteredAccountants of India Deferred Tax Expenses of Rs 120557700 for the periods is recognized inthe profit and LossAmount

Calculation of Deferred TaxLiability is as followsWritten down value of Fixed Assets as on 31032016 (As per Company Act) 168178793Written down value of Fixed Assets as on 31032016 (As per Income Tax Act) 114371729bull Timing Difference 53807064bull Tax 3090 16626383bull Deferred Tax Liability as on 31032016 16626383bull Deferred Tax Liability as on 31042015 15420806bull Deferred Tax Liability to be provided for 1205577

5 Legal amp Professional Fees includes Payments to Auditors comprising as follows-i) Statutory Audit fee Rs 10000000ii) Tax audit and Vat audit Fee Rs 5000000

6 Related Party Disclosure in accordance with Accounting Standard-18

Pacific Finlease Pvt LtdRahul Sidhu Enterprises Pvt LtdRSG Studios Pvt Ltd

(a) Enterprises owned or Significantly Influenced by Directors and their Relatives

60 HIRA AUTOMOBILES LIMITED

Particulars Opening Stock Sales Closing StockQty

825VehiclesSpares ampAccessory

Amount(Rs In Lacs)

37213632756

Qty

5627

Amount(Rs In Lacs)2647068260272

Qty

1131

Amount(Rs In Lacs)

38093031155

b)

Pacific Finlease Pvt Ltd

Rahul Sidhu Enterprises Pvt Ltd

RSGStudios Pvt Ltd

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 1915Interest Recovered during the financial year 207

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 14379Interest Recovered during the financial year 035

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 6229Interest Recovered during the financial year 618

7 Calculation of Earning Per Share is as follows Profit after Tax as per Profit amp Loss Account as on 3132016 5630835

For Basic Earning Per share 2753440For Diluted Earning Per Share 2753440

Basic 219Diluted 219

8 Balance confirmation letters have been obtained from some of the parties on test check basis9 Figures of Previous year have been re-grouped and re classified wherever necessary in order to

conform to the current years presentation

As per our report of even date

No of Equity Share (Face value Rs 10- each)

Detail of transaction for the financial year 2015-16

Earning Per Share

61 HIRA AUTOMOBILES LIMITED

Page 56: HIRAAUTOMOBILESLIMITED - bseindia.com · S. Isher Singh Director Mrs. Neha Sidhu Whole time Director Mrs ... Name Rahulinder Singh Sidhu Age 34 Brief Resume Working as Director in

57

27 FINANCE COSTSAs at March 312016 As at March 312015

Interest ExpenseInterest to Banks 4309580000 3483884100Interest on Unsecured loans 1196279800 577607600Interest to Customers (36290200) (95330900)Interest to MSIL (121679800) (50429300)Interest to Bank on Vehicle loan 29667800 43272600Bank Charges 227277200 198230800

Total 5604834800 4157234900

28 OTHER EXPENSESAs at March 312016 As at March 312015

Accessories Expenses 9551600 18313400Festival Expenses 30357200 8141000Donation 13123500 9144500Freight Inward 23896900 26399000Power amp Fuel 913761800 911434100Software Usage Charges 91413600 86473500Entertainment Exp 19129900 29106000Rent Rates amp Taxes 701191800 671145200General Expenses 162725500 138611000Godown Rent 57600000 48125000Insurance 161551400 173705300Legal expenses 43474400 60436900Misc Expenses 7073900 3598300News Paper amp Periodicals 9374100 7947200Outside Labour Expenses 284322400 102072700Payment to the Auditors 48313400 15000000Postage amp Courier Expenses 10683600 13298800Professional Charges 147965200 1006744000Printing amp Stationery 165125400 223093400Repair to Buildings and fixed assets 309177500 427256800MDS Expenses 21264900 35806500Telephone Expenses 326712100 525640000Workshop Expenses 325704400 579373600Vehicle Running Expenses 182200200 225090800Other expenses 18263600 405070100Advertisement ExpensesDiscounts

99310800745200400

118382500821623000

Customer welfare 146224200 161357500Demo Expenses amp PDI Expenses 372510300 437441500Sales Promotion 696744200 773152400Sale Commission amp Incentives 160190000 35180000Pool Cancellation and lifting charges 202092600 166694500Marketing Staff Tour expensesTrue Value Expenses

531070200358105500

581622300442725000

Total 7395406500 8383136200

HIRA AUTOMOBILES LIMITED

58 HIRA AUTOMOBILES LIMITED

Post-Employment BenefitsDefined Contribution PlansA defined contribution plan is a post-employment benefit plan under which the Company pays specifiedContributions to a separate entity The Company makes specified monthly contributions towards ProvidentFund Superannuation Fund and Pension Scheme The Companys contribution is recognized as an expense inthe Profit and Loss Statement during the period in which the employee renders the related service

The Company does not deal with Foreign Currency hence AS-11 ldquoEffect of changes in Foreign Exchangesissued bythe Institute of Chartered Accountantsof India isnot applicable

Cash Flow Statements has been prepared following the indirect method set out in the Accounting Standard-3 on ldquoCash Statements ldquoissued by the Institute of Chartered Accountants of India

(i) Income tax expenses for the period comprise of Current Tax amp Deffered Tax(ii) Current tax is measured at the amount expected to be paid to the tax authorities using the applicable tax

Rates of the Income TaxAct 1961(iii) Deferred Tax is calculated on the timing differences being the difference between accounting income and

taxable income which originates in one period and are capable of reversal in one or more subsequentaccounting periods in accordance with the provisions of Accounting Standard -22 on ldquoAccounting forTaxeson Incomerdquo issued by the Institute of Chartered Accountants of IndiaDeferred tax assets are recognized only to the extent that there is a reasonable certainty that sufficientfuture income will be available except that deferred tax assets in case there are unabsorbed depreciationor losses are recognized if there is virtual certainty that sufficient future taxable income will be available torealize the same

Depreciation on Fixed Assets is provided on the basis of Straight Line Method (SLM) Depreciation isprovided based on useful life of the assets as prescribed in Schedule II to the Companies Act 2013

Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and itis probable that an outflow of resources will be required to settle the obligation and a reliable estimate canbe made Provisions are not discounted to their present value and are determined based on the bestestimate required to settle the obligation at the reporting date These estimates are reviewed at eachreporting date and adjusted to reflect the current best estimatesContingent liabilities are disclosed unless the possibility of outflow of resources is remoteContingent assets are neither recognized nor disclosed in the financial statements

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value Animpairment loss is charged to the Profit and Loss Statement in the year in which an asset is identified asimpaired The impairment loss recognized in prior accounting period is reversed if there has been a changein the estimate of recoverable amount

G) ForeignCurrencyTransaction

H) CashFlowStatements

J) Depreciation

K) ProvisionsandContingent liabilities

L) Impairment ofAssets

I) TaxesonIncome

59 HIRA AUTOMOBILES LIMITED

M) EarningsPer Share

N) Segment Reporting

has been made in accordance with the requirement of Accounting Standard (AS) -20 on Earnings PerShare issued by the Institute of Chartered Accountants of India Diluted Earning per share is the same asBasic Earning per share because there is no potential equity shares which would have dilutive effect onearning per shares to equity shareholders

The Company is Authorized Dealer of Maruti Suzuki India Limited (MSIL) and hence is engaged in thebusiness of sale amp service of MSIL vehicles As the basic nature of sale of variants of vehicles is governedby the same set of risk amp returns these have been grouped as single segment as per AccountingStandard(AS-17) on segment reporting issued by the Institute of Chartered Accountants of India

2 Detail in respect of Opening Stock Sales and Closing Stock as follows

3 (a) During the year the company has recognized the following amounts as Defined Contribution Pan in theProfit and Loss Account

i) Employers Contribution to Provident Fund - Rs 5871 Lacsii) Employers Contribution to Employee State Insurance - Rs 1579 Lacs

The calculation of Earnings Per Share (EPS) as disclosed in the Balance Sheet Abstract

(b) During the year the Company has made provision for Gratuity in books asdesigned benefit plan

4 Subsequent to Accounting Standards -22 Accounting for Taxes on Income Issued by the Institute ofCharteredAccountants of India Deferred Tax Expenses of Rs 120557700 for the periods is recognized inthe profit and LossAmount

Calculation of Deferred TaxLiability is as followsWritten down value of Fixed Assets as on 31032016 (As per Company Act) 168178793Written down value of Fixed Assets as on 31032016 (As per Income Tax Act) 114371729bull Timing Difference 53807064bull Tax 3090 16626383bull Deferred Tax Liability as on 31032016 16626383bull Deferred Tax Liability as on 31042015 15420806bull Deferred Tax Liability to be provided for 1205577

5 Legal amp Professional Fees includes Payments to Auditors comprising as follows-i) Statutory Audit fee Rs 10000000ii) Tax audit and Vat audit Fee Rs 5000000

6 Related Party Disclosure in accordance with Accounting Standard-18

Pacific Finlease Pvt LtdRahul Sidhu Enterprises Pvt LtdRSG Studios Pvt Ltd

(a) Enterprises owned or Significantly Influenced by Directors and their Relatives

60 HIRA AUTOMOBILES LIMITED

Particulars Opening Stock Sales Closing StockQty

825VehiclesSpares ampAccessory

Amount(Rs In Lacs)

37213632756

Qty

5627

Amount(Rs In Lacs)2647068260272

Qty

1131

Amount(Rs In Lacs)

38093031155

b)

Pacific Finlease Pvt Ltd

Rahul Sidhu Enterprises Pvt Ltd

RSGStudios Pvt Ltd

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 1915Interest Recovered during the financial year 207

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 14379Interest Recovered during the financial year 035

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 6229Interest Recovered during the financial year 618

7 Calculation of Earning Per Share is as follows Profit after Tax as per Profit amp Loss Account as on 3132016 5630835

For Basic Earning Per share 2753440For Diluted Earning Per Share 2753440

Basic 219Diluted 219

8 Balance confirmation letters have been obtained from some of the parties on test check basis9 Figures of Previous year have been re-grouped and re classified wherever necessary in order to

conform to the current years presentation

As per our report of even date

No of Equity Share (Face value Rs 10- each)

Detail of transaction for the financial year 2015-16

Earning Per Share

61 HIRA AUTOMOBILES LIMITED

Page 57: HIRAAUTOMOBILESLIMITED - bseindia.com · S. Isher Singh Director Mrs. Neha Sidhu Whole time Director Mrs ... Name Rahulinder Singh Sidhu Age 34 Brief Resume Working as Director in

58 HIRA AUTOMOBILES LIMITED

Post-Employment BenefitsDefined Contribution PlansA defined contribution plan is a post-employment benefit plan under which the Company pays specifiedContributions to a separate entity The Company makes specified monthly contributions towards ProvidentFund Superannuation Fund and Pension Scheme The Companys contribution is recognized as an expense inthe Profit and Loss Statement during the period in which the employee renders the related service

The Company does not deal with Foreign Currency hence AS-11 ldquoEffect of changes in Foreign Exchangesissued bythe Institute of Chartered Accountantsof India isnot applicable

Cash Flow Statements has been prepared following the indirect method set out in the Accounting Standard-3 on ldquoCash Statements ldquoissued by the Institute of Chartered Accountants of India

(i) Income tax expenses for the period comprise of Current Tax amp Deffered Tax(ii) Current tax is measured at the amount expected to be paid to the tax authorities using the applicable tax

Rates of the Income TaxAct 1961(iii) Deferred Tax is calculated on the timing differences being the difference between accounting income and

taxable income which originates in one period and are capable of reversal in one or more subsequentaccounting periods in accordance with the provisions of Accounting Standard -22 on ldquoAccounting forTaxeson Incomerdquo issued by the Institute of Chartered Accountants of IndiaDeferred tax assets are recognized only to the extent that there is a reasonable certainty that sufficientfuture income will be available except that deferred tax assets in case there are unabsorbed depreciationor losses are recognized if there is virtual certainty that sufficient future taxable income will be available torealize the same

Depreciation on Fixed Assets is provided on the basis of Straight Line Method (SLM) Depreciation isprovided based on useful life of the assets as prescribed in Schedule II to the Companies Act 2013

Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and itis probable that an outflow of resources will be required to settle the obligation and a reliable estimate canbe made Provisions are not discounted to their present value and are determined based on the bestestimate required to settle the obligation at the reporting date These estimates are reviewed at eachreporting date and adjusted to reflect the current best estimatesContingent liabilities are disclosed unless the possibility of outflow of resources is remoteContingent assets are neither recognized nor disclosed in the financial statements

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value Animpairment loss is charged to the Profit and Loss Statement in the year in which an asset is identified asimpaired The impairment loss recognized in prior accounting period is reversed if there has been a changein the estimate of recoverable amount

G) ForeignCurrencyTransaction

H) CashFlowStatements

J) Depreciation

K) ProvisionsandContingent liabilities

L) Impairment ofAssets

I) TaxesonIncome

59 HIRA AUTOMOBILES LIMITED

M) EarningsPer Share

N) Segment Reporting

has been made in accordance with the requirement of Accounting Standard (AS) -20 on Earnings PerShare issued by the Institute of Chartered Accountants of India Diluted Earning per share is the same asBasic Earning per share because there is no potential equity shares which would have dilutive effect onearning per shares to equity shareholders

The Company is Authorized Dealer of Maruti Suzuki India Limited (MSIL) and hence is engaged in thebusiness of sale amp service of MSIL vehicles As the basic nature of sale of variants of vehicles is governedby the same set of risk amp returns these have been grouped as single segment as per AccountingStandard(AS-17) on segment reporting issued by the Institute of Chartered Accountants of India

2 Detail in respect of Opening Stock Sales and Closing Stock as follows

3 (a) During the year the company has recognized the following amounts as Defined Contribution Pan in theProfit and Loss Account

i) Employers Contribution to Provident Fund - Rs 5871 Lacsii) Employers Contribution to Employee State Insurance - Rs 1579 Lacs

The calculation of Earnings Per Share (EPS) as disclosed in the Balance Sheet Abstract

(b) During the year the Company has made provision for Gratuity in books asdesigned benefit plan

4 Subsequent to Accounting Standards -22 Accounting for Taxes on Income Issued by the Institute ofCharteredAccountants of India Deferred Tax Expenses of Rs 120557700 for the periods is recognized inthe profit and LossAmount

Calculation of Deferred TaxLiability is as followsWritten down value of Fixed Assets as on 31032016 (As per Company Act) 168178793Written down value of Fixed Assets as on 31032016 (As per Income Tax Act) 114371729bull Timing Difference 53807064bull Tax 3090 16626383bull Deferred Tax Liability as on 31032016 16626383bull Deferred Tax Liability as on 31042015 15420806bull Deferred Tax Liability to be provided for 1205577

5 Legal amp Professional Fees includes Payments to Auditors comprising as follows-i) Statutory Audit fee Rs 10000000ii) Tax audit and Vat audit Fee Rs 5000000

6 Related Party Disclosure in accordance with Accounting Standard-18

Pacific Finlease Pvt LtdRahul Sidhu Enterprises Pvt LtdRSG Studios Pvt Ltd

(a) Enterprises owned or Significantly Influenced by Directors and their Relatives

60 HIRA AUTOMOBILES LIMITED

Particulars Opening Stock Sales Closing StockQty

825VehiclesSpares ampAccessory

Amount(Rs In Lacs)

37213632756

Qty

5627

Amount(Rs In Lacs)2647068260272

Qty

1131

Amount(Rs In Lacs)

38093031155

b)

Pacific Finlease Pvt Ltd

Rahul Sidhu Enterprises Pvt Ltd

RSGStudios Pvt Ltd

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 1915Interest Recovered during the financial year 207

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 14379Interest Recovered during the financial year 035

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 6229Interest Recovered during the financial year 618

7 Calculation of Earning Per Share is as follows Profit after Tax as per Profit amp Loss Account as on 3132016 5630835

For Basic Earning Per share 2753440For Diluted Earning Per Share 2753440

Basic 219Diluted 219

8 Balance confirmation letters have been obtained from some of the parties on test check basis9 Figures of Previous year have been re-grouped and re classified wherever necessary in order to

conform to the current years presentation

As per our report of even date

No of Equity Share (Face value Rs 10- each)

Detail of transaction for the financial year 2015-16

Earning Per Share

61 HIRA AUTOMOBILES LIMITED

Page 58: HIRAAUTOMOBILESLIMITED - bseindia.com · S. Isher Singh Director Mrs. Neha Sidhu Whole time Director Mrs ... Name Rahulinder Singh Sidhu Age 34 Brief Resume Working as Director in

Post-Employment BenefitsDefined Contribution PlansA defined contribution plan is a post-employment benefit plan under which the Company pays specifiedContributions to a separate entity The Company makes specified monthly contributions towards ProvidentFund Superannuation Fund and Pension Scheme The Companys contribution is recognized as an expense inthe Profit and Loss Statement during the period in which the employee renders the related service

The Company does not deal with Foreign Currency hence AS-11 ldquoEffect of changes in Foreign Exchangesissued bythe Institute of Chartered Accountantsof India isnot applicable

Cash Flow Statements has been prepared following the indirect method set out in the Accounting Standard-3 on ldquoCash Statements ldquoissued by the Institute of Chartered Accountants of India

(i) Income tax expenses for the period comprise of Current Tax amp Deffered Tax(ii) Current tax is measured at the amount expected to be paid to the tax authorities using the applicable tax

Rates of the Income TaxAct 1961(iii) Deferred Tax is calculated on the timing differences being the difference between accounting income and

taxable income which originates in one period and are capable of reversal in one or more subsequentaccounting periods in accordance with the provisions of Accounting Standard -22 on ldquoAccounting forTaxeson Incomerdquo issued by the Institute of Chartered Accountants of IndiaDeferred tax assets are recognized only to the extent that there is a reasonable certainty that sufficientfuture income will be available except that deferred tax assets in case there are unabsorbed depreciationor losses are recognized if there is virtual certainty that sufficient future taxable income will be available torealize the same

Depreciation on Fixed Assets is provided on the basis of Straight Line Method (SLM) Depreciation isprovided based on useful life of the assets as prescribed in Schedule II to the Companies Act 2013

Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and itis probable that an outflow of resources will be required to settle the obligation and a reliable estimate canbe made Provisions are not discounted to their present value and are determined based on the bestestimate required to settle the obligation at the reporting date These estimates are reviewed at eachreporting date and adjusted to reflect the current best estimatesContingent liabilities are disclosed unless the possibility of outflow of resources is remoteContingent assets are neither recognized nor disclosed in the financial statements

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value Animpairment loss is charged to the Profit and Loss Statement in the year in which an asset is identified asimpaired The impairment loss recognized in prior accounting period is reversed if there has been a changein the estimate of recoverable amount

G) ForeignCurrencyTransaction

H) CashFlowStatements

J) Depreciation

K) ProvisionsandContingent liabilities

L) Impairment ofAssets

I) TaxesonIncome

59 HIRA AUTOMOBILES LIMITED

M) EarningsPer Share

N) Segment Reporting

has been made in accordance with the requirement of Accounting Standard (AS) -20 on Earnings PerShare issued by the Institute of Chartered Accountants of India Diluted Earning per share is the same asBasic Earning per share because there is no potential equity shares which would have dilutive effect onearning per shares to equity shareholders

The Company is Authorized Dealer of Maruti Suzuki India Limited (MSIL) and hence is engaged in thebusiness of sale amp service of MSIL vehicles As the basic nature of sale of variants of vehicles is governedby the same set of risk amp returns these have been grouped as single segment as per AccountingStandard(AS-17) on segment reporting issued by the Institute of Chartered Accountants of India

2 Detail in respect of Opening Stock Sales and Closing Stock as follows

3 (a) During the year the company has recognized the following amounts as Defined Contribution Pan in theProfit and Loss Account

i) Employers Contribution to Provident Fund - Rs 5871 Lacsii) Employers Contribution to Employee State Insurance - Rs 1579 Lacs

The calculation of Earnings Per Share (EPS) as disclosed in the Balance Sheet Abstract

(b) During the year the Company has made provision for Gratuity in books asdesigned benefit plan

4 Subsequent to Accounting Standards -22 Accounting for Taxes on Income Issued by the Institute ofCharteredAccountants of India Deferred Tax Expenses of Rs 120557700 for the periods is recognized inthe profit and LossAmount

Calculation of Deferred TaxLiability is as followsWritten down value of Fixed Assets as on 31032016 (As per Company Act) 168178793Written down value of Fixed Assets as on 31032016 (As per Income Tax Act) 114371729bull Timing Difference 53807064bull Tax 3090 16626383bull Deferred Tax Liability as on 31032016 16626383bull Deferred Tax Liability as on 31042015 15420806bull Deferred Tax Liability to be provided for 1205577

5 Legal amp Professional Fees includes Payments to Auditors comprising as follows-i) Statutory Audit fee Rs 10000000ii) Tax audit and Vat audit Fee Rs 5000000

6 Related Party Disclosure in accordance with Accounting Standard-18

Pacific Finlease Pvt LtdRahul Sidhu Enterprises Pvt LtdRSG Studios Pvt Ltd

(a) Enterprises owned or Significantly Influenced by Directors and their Relatives

60 HIRA AUTOMOBILES LIMITED

Particulars Opening Stock Sales Closing StockQty

825VehiclesSpares ampAccessory

Amount(Rs In Lacs)

37213632756

Qty

5627

Amount(Rs In Lacs)2647068260272

Qty

1131

Amount(Rs In Lacs)

38093031155

b)

Pacific Finlease Pvt Ltd

Rahul Sidhu Enterprises Pvt Ltd

RSGStudios Pvt Ltd

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 1915Interest Recovered during the financial year 207

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 14379Interest Recovered during the financial year 035

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 6229Interest Recovered during the financial year 618

7 Calculation of Earning Per Share is as follows Profit after Tax as per Profit amp Loss Account as on 3132016 5630835

For Basic Earning Per share 2753440For Diluted Earning Per Share 2753440

Basic 219Diluted 219

8 Balance confirmation letters have been obtained from some of the parties on test check basis9 Figures of Previous year have been re-grouped and re classified wherever necessary in order to

conform to the current years presentation

As per our report of even date

No of Equity Share (Face value Rs 10- each)

Detail of transaction for the financial year 2015-16

Earning Per Share

61 HIRA AUTOMOBILES LIMITED

Page 59: HIRAAUTOMOBILESLIMITED - bseindia.com · S. Isher Singh Director Mrs. Neha Sidhu Whole time Director Mrs ... Name Rahulinder Singh Sidhu Age 34 Brief Resume Working as Director in

M) EarningsPer Share

N) Segment Reporting

has been made in accordance with the requirement of Accounting Standard (AS) -20 on Earnings PerShare issued by the Institute of Chartered Accountants of India Diluted Earning per share is the same asBasic Earning per share because there is no potential equity shares which would have dilutive effect onearning per shares to equity shareholders

The Company is Authorized Dealer of Maruti Suzuki India Limited (MSIL) and hence is engaged in thebusiness of sale amp service of MSIL vehicles As the basic nature of sale of variants of vehicles is governedby the same set of risk amp returns these have been grouped as single segment as per AccountingStandard(AS-17) on segment reporting issued by the Institute of Chartered Accountants of India

2 Detail in respect of Opening Stock Sales and Closing Stock as follows

3 (a) During the year the company has recognized the following amounts as Defined Contribution Pan in theProfit and Loss Account

i) Employers Contribution to Provident Fund - Rs 5871 Lacsii) Employers Contribution to Employee State Insurance - Rs 1579 Lacs

The calculation of Earnings Per Share (EPS) as disclosed in the Balance Sheet Abstract

(b) During the year the Company has made provision for Gratuity in books asdesigned benefit plan

4 Subsequent to Accounting Standards -22 Accounting for Taxes on Income Issued by the Institute ofCharteredAccountants of India Deferred Tax Expenses of Rs 120557700 for the periods is recognized inthe profit and LossAmount

Calculation of Deferred TaxLiability is as followsWritten down value of Fixed Assets as on 31032016 (As per Company Act) 168178793Written down value of Fixed Assets as on 31032016 (As per Income Tax Act) 114371729bull Timing Difference 53807064bull Tax 3090 16626383bull Deferred Tax Liability as on 31032016 16626383bull Deferred Tax Liability as on 31042015 15420806bull Deferred Tax Liability to be provided for 1205577

5 Legal amp Professional Fees includes Payments to Auditors comprising as follows-i) Statutory Audit fee Rs 10000000ii) Tax audit and Vat audit Fee Rs 5000000

6 Related Party Disclosure in accordance with Accounting Standard-18

Pacific Finlease Pvt LtdRahul Sidhu Enterprises Pvt LtdRSG Studios Pvt Ltd

(a) Enterprises owned or Significantly Influenced by Directors and their Relatives

60 HIRA AUTOMOBILES LIMITED

Particulars Opening Stock Sales Closing StockQty

825VehiclesSpares ampAccessory

Amount(Rs In Lacs)

37213632756

Qty

5627

Amount(Rs In Lacs)2647068260272

Qty

1131

Amount(Rs In Lacs)

38093031155

b)

Pacific Finlease Pvt Ltd

Rahul Sidhu Enterprises Pvt Ltd

RSGStudios Pvt Ltd

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 1915Interest Recovered during the financial year 207

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 14379Interest Recovered during the financial year 035

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 6229Interest Recovered during the financial year 618

7 Calculation of Earning Per Share is as follows Profit after Tax as per Profit amp Loss Account as on 3132016 5630835

For Basic Earning Per share 2753440For Diluted Earning Per Share 2753440

Basic 219Diluted 219

8 Balance confirmation letters have been obtained from some of the parties on test check basis9 Figures of Previous year have been re-grouped and re classified wherever necessary in order to

conform to the current years presentation

As per our report of even date

No of Equity Share (Face value Rs 10- each)

Detail of transaction for the financial year 2015-16

Earning Per Share

61 HIRA AUTOMOBILES LIMITED

Page 60: HIRAAUTOMOBILESLIMITED - bseindia.com · S. Isher Singh Director Mrs. Neha Sidhu Whole time Director Mrs ... Name Rahulinder Singh Sidhu Age 34 Brief Resume Working as Director in

b)

Pacific Finlease Pvt Ltd

Rahul Sidhu Enterprises Pvt Ltd

RSGStudios Pvt Ltd

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 1915Interest Recovered during the financial year 207

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 14379Interest Recovered during the financial year 035

Transaction Amount (Rs in Lacs)Amount Recoverable in Inter Corporate Deposit as on 3132016 6229Interest Recovered during the financial year 618

7 Calculation of Earning Per Share is as follows Profit after Tax as per Profit amp Loss Account as on 3132016 5630835

For Basic Earning Per share 2753440For Diluted Earning Per Share 2753440

Basic 219Diluted 219

8 Balance confirmation letters have been obtained from some of the parties on test check basis9 Figures of Previous year have been re-grouped and re classified wherever necessary in order to

conform to the current years presentation

As per our report of even date

No of Equity Share (Face value Rs 10- each)

Detail of transaction for the financial year 2015-16

Earning Per Share

61 HIRA AUTOMOBILES LIMITED