The Members,
Your Directors have pleasure in presenting the 07 th Annual Report together with the
Audited Statement of Accounts for the year ended on 31 st March, 2025.
FINANCIAL RESULTS:
The operating results of the Company for the year ended on 31 st March, 2025 are
briefly indicated below: ( Rs. in lacs)
| Particulars |
Year 2024-25 |
Year 2023-24 |
| Total Income |
12,205.25 |
11,729.98 |
| Profit before interest, depreciation, extraordinary items
and |
|
|
|
1330.01 |
1263.77 |
| tax expense |
|
|
| Financial Expenses |
177.38 |
172.88 |
| Total Expenses |
11,063.92 |
10,651.19 |
| Profit before Taxation |
1141.34 |
1078.79 |
| Provision for taxation - For Current Tax |
306.77 |
279.23 |
| Provision for taxation - For Deferred Tax |
(0.50) |
(1.04) |
| MAT credit Entitlement |
- |
- |
| Profit after Taxation |
835.07 |
801.00 |
| EPS |
07.88 |
08.01 |
DIVIDEND AND TRANSFER TO RESERVES:
An amount of Rs. 835.07 Lacs (previous year Rs. 801.00 Lacs) is proposed to be held
as retained earnings.
The Company does not propose to transfer any amount to reserves during the year.
STATE OF THE AFFAIRS OF THE COMPANY & FUTURE PROSPECTS:
With the consistent performance and dedication, the Company was stable in
performance. Not only, the Company was able to continue the momentum of earning profit but
has shown outstanding performance by reaching the hike in profits of Rs. 835.07 Lakhs as
compared to Rs. 801.01 Lakhs in the previous financial year.
Total revenue from Operations of the Company for fiscal year 2024-25increased to
Rs.12,166.69 Lakhs as against Rs. 11,703.45 Lakhs for fiscal year 2023-24, showing a
increase of 3.95% and also Company's Net profit after Tax (PAT) is Rs.835.07 lakhs for
fiscal year 2024-25 against Profit of Rs. 801.01 lakhs for fiscal year 2023-24 i.e.
increase by 4.25%.
The company has come up with an Initial Public Offer during F.Y 2024-2025and listed
its equity shares on BSE Limited on 31.01.2025, as company is planning to expand its
business in various incidental field of Civil and Mechanical Work.
The Company is confident to complete received projects successfully which will
create wealth of both company and its members. Directors are hopeful of achieving great
financial results this year than previous years.
Our Promoters are the guiding force behind the success of our company. We believe
the stability of our management team and the industry experience brought on by our
individual Promoters will enable us to continue to take advantage of future market
opportunities and expand into newer markets.
For further details on Company's performance, operation and strategies for growth,
please refer to Management Discussion and Analysis Report which forms part of Annual
report.
MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE
COMPANY FROM THE CONCLUSION OF THE FINANCIAL YEAR TILL THE END OF THIS REPORT:
There were no other material changes and commitments affecting the financial
position of the Company which have occurred between the end of the financial year of the
Company and the date of this report. The company will continue to monitor any material
changes to future economic conditions.
SHARE CAPITAL
The Authorised Share capital of the company is Rs.15,00,00,000/- (Rupees Fifteen
Crore Only) divided into 1,50,00,000 (One Crore Fifity Lacs) Equity Shares of Rs. 10/-
(Rupees Ten only) each.
During the year the company had come up with an Initial Public Offer of 36,99,200
Equity Shares at price of Rs. 75 Per Equity Share including Share Premium of Rs. 65 Per
Equity Share and raised fund of Rs. 27,74,40,000/- (Rupees Twenty Seven crore Seventy Four
Lakhs and Forty Thousand Only).
The Paid up capital of the Company is Rs. 13,69,92,000/- divided into 1,36,99,200
equity shares of Rs. 10/- each, as on 31 st March, 2025.
The company has listed its equity shares on the BSE Limited on 31 st January, 2025.
UTILIZATION OF FUND:
During Financial Year, Company had completed its Initial Public Offering
("IPO") 36,99,200 new equity share of face value of Rs.10/- each at premium of
Rs.65/- per equity share aggregating to Rs. 27,74,40,000/-.
Pursuant to the IPO, the equity shares of company have to get listed on the SME
platform of BSE on 31 st January, 2025. The Company has utilised the money raised by way
of Initial Public offer during the year for the purpose for which they were raised as
under:
| Sr. No. Particulars |
Modified Objects, if any |
Original Allocatio n |
Modified allocatio n, if any |
Funds Utilized upto 31/03/2 025 (Rs. In Lakhs) |
Balance * |
Remarsks if any |
| To meet |
|
|
|
|
|
|
| additional |
|
|
|
|
|
|
| 1. Working |
N.A. |
2100.00 |
N.A. |
1208.71 |
891.29 |
N.A. |
| Capital |
|
|
|
|
|
|
| Requirement |
|
|
|
|
|
|
| General |
|
|
|
|
|
|
| 2 Corporate |
N.A. |
401.94 |
N.A. |
296.00 |
105.94 |
N.A. |
| Purpose |
|
|
|
|
|
|
| Issue related |
|
|
|
|
|
|
| 3 |
N.A. |
272.46 |
N.A. |
272.46 |
-- |
N.A. |
| expense |
|
|
|
|
|
|
|
|
2774.40 |
|
1777.17 |
997.23 |
|
DIVIDEND
The company has not declared any dividend for the financial year ended March 31,
2025. There was no amount liable or due to be transferred to Investor Education and
Protection fund(IEPF) during the financial year ended March 31, 2025.
MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:
A report on Management Discussion and Analysis (MDA) is annexed to this report as
Annexure I , inter-alia deals adequately with the operations and also current and future
outlook of the Company.
DISCLOSURE REGARDING SHARES:
The company has issued 36,99,200 Equity Shares at face value of Rs. 10 Per Equity
Share and at Share Premium of Rs. 65 Per Equity Share through IPO. The company has listed
its equity shares on BSE Limited on 31 st January, 2025.
DEPOSITS:
The Company has not accepted or renewed any deposits from public falling within the
purview of Section 73 of Companies Act, 2013 and the Companies (Acceptance of Deposits)
Rules, 2014.
LOAN FROM DIRECTOR:
The company has taken loan from directors as mentioned as per financial statements.
CORPORATE SOCIAL RESPONSIBILITY:
According to provision of Section 135 of Companies Act, 2013 the details of
Corporate Social Responsibility is provided in Annexure II which forms part of Director's
Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Composition of Board is in compliance with requirement of the provisions of the
Companies Act, 2013. Mrs. Mita Dipak Pandya (DIN: 07556372), Whole Time Director of the
Company is liable to retire by rotation at the forthcoming Annual General Meeting and She
being eligible offers herself for re-appointment.
Mrs. Dipak Padmakant Pandya (DIN: 02188199), Managing Director of the Company is
liable to retire by rotation at the forthcoming Annual General Meeting and He being
eligible offers himself for re-appointment. Details of Director seeking re-appointment as
required are provided in the Notice forming part of this Annual Report. Their
re-appointments are appropriate and in the best interest of the Company.
During the Financial year 2024-25 following changes have been occurred in
Directorship and rd th KMP.
1. Mrs. Mita Dipak Pandya is re-designated as Whole Time Director w.e.f 12 June,
2024.
2. Mrs. Kinjal Patel is resigned from the office of Independent Director w.e.f 23
June, 2024.
3. Mrs. Twinkal Sagarkumar Paneliya is resigned from the office of Independent
Director w.e.f. 27 th June, 2024.
4. Mrs. Bhavisha Kunal Chauhan is appointed as Additional Independent Director of
the
company w.e.f. 27 th June, 2024 and regularized as Independent Director of the
company w.e.f 30 th September, 2024.
5. Mr. Aayush Kamleshbhai Shah is appointed as Additional Independent Director of
the company w.e.f. 27 th June, 2024 and regularized as Independent Director of the company
w.e.f. 30 th September, 2024
6. Mr. Harshal Mahendra Patel is regularized as Non-Executive Director of the
company w.e.f. 30 th September, 2024.
7. Mr. Chetankumar Solanki is resigned from the office of Company Secretary and
compliance officer of the company w.e.f 25 th February, 2025
8. Mrs. Himani Upadhyay is appointed as Company Secretary and Compliance Officer of
the company w.e.f. 01 st March, 2025.
9. Mr. Haresh A Patel has resigned from the post of Chief Financial Officer w.e.f. 3
rd October, 2024. 10. Mr. Nitinbhai Dhorajiya is appointed as Chief Financial Officer of
the company w.e.f. 03 rd October, 2024.
Pursuant to the provisions of Section 152 and other applicable provisions if any, of
the Companies Act, 2013, Your Directors recommends passing above stated resolutions. The
Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the
Companies Act, 2013 are as follows:
1. Mr. Dipak Padmakant Pandya- Chairman and Managing Director 2. Mr. Mahendra
Ramabhai Patel- Whole Time Director
3. Mrs. Mita Dipak Pandya- Whole Time Director
4. Mr. Harshal Mahendra Patel- Whole Time Director (w.e.f 01 st August, 2025) 5. Mr.
Nitinbhai Pragjibhai Dhorajiya- Chief Financial Officer (w.e.f 03 rd October 2024) 6. Mrs.
Himani Mayur Upadhyay Company Secretary (w.e.f 01 st March, 2025)
None of the Directors of the Company is disqualified for being appointed as Director
as specified in Section 164 (2) of the Companies Act, 2013.
Disclosure about receipt of any commission by MD/WTD from a company and also
receiving commission/remuneration from its Holding or Subsidiary pursuant to section
197(14) of the Act: Not Applicable
Disclosure on Reappointment of Independent director pursuant to section 149(10): Not
Applicable as term of appointment of none of the independent directors is expiring during
FY 2024-25 and up to the date of the report.
ANNUAL RETURN:
Pursuant to Section 92 of the Act read with the applicable Rules, the Annual Return
for the year ended 31 st March 2025will be accessed on the Company's website at
www.hmelectromech.com .
CORPORATE GOVERNANCE REPORT:
As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate
Governance provisions shall not apply in respect of the following class of the Companies:
a) Listed entity having paid up equity share capital not exceeding Rs.10 Crore and
Net Worth not exceeding Rs.25 Crore, as on the last day of the previous financial year;
b) Listed entity which has listed its specified securities on the SME Exchange.
Since, our Company falls within the ambit of aforesaid exemption i.e in point number
(b); hence compliance with the provision of Corporate Governance shall not apply to the
Company and it does not form the part of the Annual Report for the financial year 2024-25.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 with respect
to the Directors' responsibility Statement, the Directors' confirms that:
i. in the preparation of the annual accounts, the applicable accounting standards
have been followed along with proper explanations relating to material departures, if any;
ii. they have selected such appropriate accounting policies and applied them
consistently and made judgments and estimates that were reasonable and prudents as to give
a true and fair view of the state of affairs of the Company at the end of the financial
year on 31 st March, 2025 and of the profit of the Company for the year under review;
iii. they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
iv. they have prepared the accounts for the period ended on 31 st March, 2025 on a
going concern basis.
v. They have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and operating effectively; and
vi. They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
NUMBER OF BOARD MEETINGS:
During the year, 15 (Fifteen) Board Meetings were held on 13-05-2024, 06-06-2024,
11-06-2024, 27-06-2024, 18-07-2024, 26-07-2024, 01-08-2024, 04-09-2024, 30-09-2024,
14-10-2024, 06-11-2024, 28-11- 2024, 27-01-2025, 29-01-2025, 01-03-2025.
The Company has observed the meeting of Board of Directors and that the time gap
between two consecutive board meetings was not more than one hundred and twenty days.
The necessary quorum was present for all the meetings.
The composition of the Board, category, the attendance of Directors at the Board
Meetings during the year are given below:
| No. Name of Director |
Category of Directorship |
No. of Board Meeting Attended |
| 1. Mr. Dipak Padmakant Pandya |
Promoter/ Chairman and |
15 |
|
Managing Director |
|
| 2. Mr. Mahendra Ramabhai Patel |
Promoter/Whole Time Director |
15 |
| 3. Mrs. Mita Dipak Pandya |
Promoter/Whole Time Director |
15 |
| 4. Mr. Harshal Mahendra Patel |
Promoter/Whole Time Director |
15 |
| 5. Mrs. Kinjal Patel |
Independent Non-Executive |
3 |
| (Upto 23.06.2024) |
Director |
|
| 6. Mrs. Twinkal Sagarkumar Paneliya |
Independent Non-Executive |
4 |
| (Upto 27.06.2024) |
Director |
|
| 7. Mrs. Bhavisha Kunal Chauhan |
Independent Non-Executive |
11 |
| (w.e.f 27.06.2024) |
Director |
|
| 8. Mr. Aayush Kamleshbhai Shah |
Independent Non-Executive |
11 |
| (w.e.f 27.06.2024) |
Director |
|
The Company did not have any pecuniary relationship or transactions with the
non-executive directors during the year under review except to the extent of their
shareholding in the Company and sitting fees if any.
The Annual General Meeting of the Company held on 30 th September, 2024 for the
financial year 2023-24
COMMITTEES OF BOARD
The company have following committee.
1. Audit Committee:
| AUDIT COMMITTEE |
|
| Name of Director |
Designation |
| Aayush Kamleshbhai Shah |
Chairman |
| Dipak Padmakant Pandya |
Member |
| Bhavisha Kunal Chauhan |
Member |
The Company Secretary of our Company shall act as a secretary of the Audit
Committee.
During the year the Audit Committee duly met Four (4) times i.e. 11-06-2024,
25-07-2024, 05-11-2024, 28-02-2025.
| No. Name of Director |
Category of Directorship |
No. of Board Meeting Attended |
| 1. Aayush Kamleshbhai Shah, Chairman |
Independent Director |
4 |
| 2. Dipak Padmakant Pandya, Member |
Managing Director |
4 |
| 3. Bhavisha Kunal Chauhan, Member |
Independent Director |
4 |
Role of Audit Committee:
The scope of audit committee shall include, but shall not be restricted to, the
following: 1. Oversight of the company's financial reporting process and the disclosure of
its financial information to ensure that the financial statement is correct, sufficient
and credible; 2. Recommending to the Board, the appointment, re-appointment and, if
required, the replacement or removal of the statutory auditor and the fixation of audit
fees; 3. Scrutiny of inter-corporate loans and investments. 4. Approval of payment to
statutory auditors for any other services rendered by the statutory auditors; 5.
Reviewing, with the management, the annual financial statements before submission to the
board for approval, with particular reference to: a. Matters required to be included in
the Director's Responsibility Statement to be included in the Board's report in terms of
clause (c) of sub section 3 of section 134 of the Companies Act, 2013 b. Changes, if any,
in accounting policies and practices and reasons for the same c. Major accounting entries
involving estimates based on the exercise of judgment by management d. Significant
adjustments made in the financial statements arising out of audit findings e. Compliance
with listing and other legal requirements relating to financial statements f. Disclosure
of any related party transactions g. Qualifications in the draft audit report.
6. Reviewing, with the management, the quarterly financial statements before
submission to the board for approval; 7. Reviewing, with the management, the statement of
uses / application of funds raised through an issue (public issue, rights issue,
preferential issue, etc.), the statement of funds utilized for purposes other than those
stated in the offer document/ prospectus/notice and the report submitted by the monitoring
agency monitoring the utilization of proceeds of a public or rights issue, and making
appropriate recommendations to the Board to take up steps in this matter; 8. Reviewing,
with the management, performance of statutory and internal auditors, and adequacy of the
internal control systems; 9. Reviewing the adequacy of internal audit function, if any,
including the structure of the internal audit department, staffing and seniority of the
official heading the department, reporting structure coverage and frequency of internal
audit; 10.Discussion with internal auditors any significant findings and follow up there
on; 11.Reviewing the findings of any internal investigations by the internal auditors into
matters where there is suspected fraud or irregularity or a failure of internal control
systems of a material nature and reporting the matter to the board; 12.Discussion with
statutory auditors before the audit commences, about the nature and scope of audit as well
as post-audit discussion to ascertain any area of concern; 13.To look into the reasons for
substantial defaults in the payment to the depositors, debenture holders, shareholders (in
case of non-payment of declared dividends) and creditors; 14.To review the functioning of
the Whistle Blower mechanism, in case the same is existing; 15.Approval of appointment of
CFO (i.e., the whole time Finance Director or any other person heading the finance
function or discharging that function) after assessing the qualifications, experience
& background, etc. of the candidate; 16.Carrying out any other function as is
mentioned in the terms of reference of the Audit Committee. 17. Valuation of undertakings
or assets of the company, where ever it is necessary. 18. Evaluation of internal financial
controls and risk management systems; 19. Monitoring the end use of funds raised through
public offers and related matters.
2. Stakeholders Relationship Committee:
| Stakeholders Relationship Committee |
| Name of Director |
Designation |
| Bhavisha Kunal Chauhan |
Chairman |
| Mahendra Ramabhai Patel |
Member |
| Aayush Kamleshbhai Shah |
Member |
The Company Secretary of our Company shall act as a Secretary to the Stakeholder
Relationship Committee.
During the year the Stakeholder Relationship Committee duly met One (1) times on
29/03/2025.
| No. Name of Director |
Category of Directorship |
No. of Board Meeting Attended |
| 1. Mrs. Bhavisha Kunal Chauhan |
Independent Director |
1 |
| 2. Mr. Mahendra Ramabhai Patel |
Whole Time Director |
1 |
| 3. Mr. Aayush Kamleshbhai Shah |
Independent Director |
1 |
1. Efficient transfer of shares; including review of cases for refusal of transfer /
transmission of shares;
2. Redressal of shareholder and investor complaints like transfer of Shares,
non-receipt of balance sheet, non-receipt of declared dividends etc.,
3. Issue duplicate/split/consolidated share certificates;
4. Dematerialization/Rematerialization of Share
5. Review of cases for refusal of transfer / transmission of shares and debentures;
6. Reference to statutory and regulatory authorities regarding investor grievances
and to otherwise ensure proper and timely attendance and redressal of investor queries and
grievances;
7. Such other matters as may from time to time are required by any statutory,
contractual or other regulatory requirements to be attended to by such committee
8. Any other power specifically assigned by the Board of Directors of the Company
from time to time by way of resolution passed by it in a duly conducted Meeting, and
9. Carrying out any other function contained in the equity listing agreements as and
when amended from time to time.
The status of the Investors' Complaints during the Financial Year 2024-25 are as
under:
| Pending at the beginning of the Financial Year 2024-25 |
0 |
| Received during the Financial Year 2024-25 |
0 |
| Disposed of during the Financial Year 2024-25 |
0 |
| Remaining unresolved at the end of the Financial Year
2024-25 |
0 |
3. Nomination and Remuneration Committee:
| Nomination and Remuneration Committee |
| Name of Director |
Designation |
| Aayush Kamleshbhai Shah |
Chairman |
| Harshal Mahendra Patel |
Member |
| Bhavisha Kunal Chauhan |
Member |
During the year the Nomination and Remuneration Committee duly met Four (4) times on
11-06-2024, 27-06-2024, 03-10-2024, 01-03-2025.
| No. Name of Director |
Category of Directorship |
No. of Board Meeting Attended |
| 1. Mr. Aayush Kamleshbhai Shah, |
Independent Director |
4 |
| Chairman |
|
|
| 2. Mr. Harshal Mahendra Patel, Member |
Independent Director |
4 |
| 3. Mr. Bhavisha Kunal Chauhan, Member |
Independent Director |
4 |
REMUNERATION POLICY
In accordance with the provisions of Section 178 of the Companies Act, 2013 the
Nomination and Remuneration Committee recommended the remuneration policy relating to the
remuneration of the Directors, Key Managerial Personnel and other employees which was
approved by the Board and is annexed with the Directors' Report.
There was not any performance linked incentives paid to Whole-time Directors. The
Company has not formulated any scheme for giving any stock options to the employees. Hence
no stock options have been granted to the Executive Directors during the year ended on
31-03-2025.
Details of remuneration paid for the year ended on 31-03-2025:
| No. Name of Director |
Category of Directorship |
Remuneration and Allowances Rs. In Lacs |
| 1. Mr. Dipak Padmakant |
Chairman and Managing |
72.00 |
| Pandya |
Director |
|
| 2. Mr. Mahendra Ramabhai |
Whole Time Director |
72.00 |
| Patel |
|
|
| 3. Mrs. Mita Dipak Pandya |
Whole Time Director |
24.00 |
| 4 Mr. Harshal Mahendra |
*Whole Time Director |
Nil |
| Patel |
(w.e.f. 01 st August, 2025) |
|
was then re-designated as Whole Time Director w.e.f from 01.08.2025.As Non Executive
Director he was not getting remuneration for F.Y. 2024-25.
FAMILIARISATION PROGRAMME OF INDEPENDENT DIRECTORS
All new independent directors inducted into the Board attend an orientation program
known as Familiarization Programme, which is for every new independent director of the
Board to familiarize the new inductee(s) with the strategy, operations and functions of
our Company. The Executive Directors/ Senior Managerial Personnel make presentations to
the inductees about the Company's strategy operations, product and service offerings,
markets, organization structure, finance, human resources, technology, quality, facilities
and risk management. In addition, the Company also keeps the Independent Directors,
updated on the events and developments in the industry and business environment.
INSURANCE:
The properties and assets of the Company are adequately insured.
DECLARATION BY INDEPENDENT DIRECTORS:
The Independent Directors have submitted their declaration of independence, stating
that:
i) They continue to fulfill the criteria of independence provided in Section 149 (6)
of the Act along with Rules framed thereunder and Regulation 16(1)(b) ; and
ii) There has been no change in the circumstances affecting his/ their status as
Independent Directors of the Company.
The Independent Directors have also confirmed that they have complied with the
Company's Code of Conduct. In terms of Section 150 of the Act and Rules framed thereunder,
the Independent Directors have also confirmed their registration (including renewal of
applicable tenure) and compliance of the online proficiency self- assessment test (unless
exempted) with the Indian Institute of Corporate Affairs (IICA).
The Board opined and confirm, in terms of Rule 8 of the Companies (Accounts) Rules,
2014 that the Independent Directors are persons of high repute, integrity and possess the
relevant expertise and experience in their respective fields.
PERFORMANCE EVALUATION OF THE BOARD COMMITTEES AND INDEPENDENT DIRECTORS:
Pursuant to the provisions of the Companies Act, 2013 and Rules framed thereunder
read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015
formal annual evaluation is to be made by the Board of its own performance and that of its
Committees and Individual Directors. The Board after taking into consideration the
criteria of evaluation laid down by the Nomination and Remuneration Committee in its
policy such as Board Composition, level of involvement, performance of duties, attendance
etc. had evaluated its own performance, the performance of its committees and Independent
Directors (excluding the Director being evaluated).
The performance evaluation of the Chairman and the Non-Independent Directors was
carried out by the Independent Directors at their separate meeting. The Directors
expressed their satisfaction with the evaluation process.
Independent Directors at their meeting held on 07 th March, 2025 interalia, to
discuss evaluation of Board, Committee(s) and Individual Directors.
POLICY ON DIRECTORS' APPOINTMENT AND POLICY ON REMUNERATION:
Pursuant to the requirements of the Companies Act, 2013, the policy on appointment
of Board Members and policy on remuneration of the Directors, KMPs and other employees is
as attached as Annexure III to this report.
SECRETARIAL AUDIT REPORT:
M/s. Kinkhabwala & Associates, Practicing Company Secretaries, was appointed as
Secretarial Auditor of the Company to conduct secretarial audit for the financial year
2024-25 pursuant to the provisions of Section 204 of the Companies Act, 2013. The Annual
Secretarial Compliance Report and Secretarial Audit Report submitted by them is attached
as Annexure IV to this report.
CONTRACTS OR AGREEMENTS WITH RELATED PARTIES:
Pursuant to the provisions of the Companies Act, 2013 all the contracts and
arrangements with related as details of the transactions are as mentioned in Annexure V.
DISCLOSURE UNDER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL
PERSONNEL) RULES, 2014:
Details pertaining to remuneration and other details as required under Section
197(12) of the Companies Act, 2013 and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is attached as Annexure-VI to this report.
INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY:
The Company has adopted internal control system considering the nature of its
business and the size and complexity of operations. The Board has adopted the policies and
procedures for ensuring the orderly and efficient conduct of its business, including
adherence to the Company's policies, the safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy and completeness of the accounting records
and the timely preparation of reliable financial disclosures etc. The management is taking
further steps to strengthen the internal control system.
RISK MANAGEMENT POLICY:
The Company has formulated the Risk Management Policy in order to safeguard the
organization from various risks through timely actions. It is designed to mitigate the
risk in order to minimize the impact of the risk on the Business. The Management is
regularly reviewing the risk and is taking appropriate steps to mitigate the risk.
In the opinion of the Board there has been no identification of element of risk that
may threaten the existence ofthe Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES
ACT, 2013:
The details of loan provided and investments made, if any are as mentioned in the
notes to accounts. The Company has not provided any guarantee or security falling under
purview of Section 186 of the Companies Act, 2013 during the financial year under review.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES MADE PURSUANT TO
SECTION 188 OF THE COMPANIES ACT, 2013:
The company have not related parties transaction during the period except for salary
to directors as per mentioned in note No: 28 of Financial Statement.
STATUTORY AUDITORS:
In terms of the provisions of section 139 of the Companies Act, 2013, the Company
had appointed M/S S V J K And Associates Chartered Accountants, Ahmedabad (Registration
No. 135282W), for the term of 5 years in the 06 th Annual General Meeting.
In the Statutory Auditors' Report on the financial statements of the Company for the
financial year ended on 31st March, 2025, there is no Qualified/Adverse Opinion from
Statutory Auditor during the financial year under review. During the financial year under
review, auditors of the company has not reported any fraud under sub-section (12) of
section 143 of the Companies Act, 2013.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS:
The Statutory Auditors of the Company have not reported any frauds to the Audit
Committee or to the Board of Directors as prescribed under Section 143(12) of the
Companies Act, 2013, including rules made thereunder.
INTERNAL AUDITOR
M/S B V Gajera & Co., Chartered Accountants, Ahmedabad has been appointed as
Internal Auditors of the Company for the financial year 2024-2025. Internal Auditors are
appointed by the Board of Directors of the Company on a yearly basis, based on the
recommendation of the Audit Committee. The Internal Auditor reports their findings on the
Internal Audit of the Company, to the Audit Committee on a yearly basis. The scope of
internal audit is approved by the Audit Committee.
EXPLANATIONS / COMMENTS ON QUALIFICATION, RESERVATION OR ADVERSE REMARK OR
DISCLAIMER MADE BY THE AUDITOR AND COMPANY SECRETARY IN THE AUDIT REPORTS:
There is no qualifications, reservations, adverse remark or disclaimer in Auditors
Report.
MAINTENANCE OF COST RECORDS:
Company is not required to maintain cost records pursuant to section 148 (1) of the
Companies Act, 2013.
VIGIL MECHANISM:
Pursuant to provisions of Section 177(9) of the Companies Act, 2013 and Rule 7 of
the Companies (Meetings of Board and its Powers) Rules, 2014 read with SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors had
approved the Policy on Vigil Mechanism/ Whistle Blower Policy. Through this policy
Directors, Employees or business associates may report the unethical behavior,
malpractices, wrongful conduct, frauds, violations of the Company's code etc. to the
Chairman of the Audit Committee.
COMPOSITION OF INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has complied with the provision relating to constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and
Redressal) Act, 2013. Further, no case has been received under the said act during
the year.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information pertaining to conservation of energy, technology absorption, Foreign
exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure
VII which is attached to this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
The Company has not received any significant or material orders passed by any
regulatory authority, court or tribunal which shall affect the going concern status of the
Company's operations as on date of this report.
INDUSTRIAL RELATIONS:
The Company has maintained cordial relations with the employees of the Company
throughout the year. The Directors wishes to place on record sincere appreciation for the
services rendered by the employees of the Company during the year.
COMPLAINCE OF SECRETARIAL STANDARAD:
The Company has complied with the applicable secretarial standards.
CFO CERTIFICATE:
The CFO of the Company has given certification on the financial reporting and
internal controls to the Board in terms of SEBI (Listing Obligations and disclosure
Requirements) Regulations, 2015.
SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES:
As on March 31, 2025, the Company has no subsidiary company. The Company did not
have any Associate Companies or Joint Ventures at the end of this Financial Year.
Statement in Form AOC1 pursuant to the first proviso to Section 129 of the Act read with
rule 5 of the Companies (Accounts) Rules, 2014 shall not be thus applicable in view of
above explanation.
ACKNOWLEDGEMENT:
The Board is thankful to its bankers for their continued support and assistance,
which has played important role in progress of the Company.
Your Directors places on records the contribution of employees of the Company at all
levels and other business associates for their commitment, dedication and respective
contribution to the Company's operations during the year under review.
| Place: Ahmedabad |
BY ORDER OF THE BOARD |
| Date: 28 th August, 2025 |
FOR H.M. ELECTRO MECH LIMITED. |
|
Sd/- |
| REGISTERED OFFICE |
Dipak Padmakant Pandya |
| 305, Ashram Avenue, |
Chairman and Managing Director |
| B/H. Kochrab Ashram, Paldi. Ahmedabad, |
(DIN: 02188199) |
| Gujarat, India, 380006 |
|
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