Page 127 - Hitachi IR 2025

SPECIAL BUSINESS:
Item No. 5 – Appointment of M/s. V. Sreedharan and
Associates, Practicing Company Secretaries as the
Secretarial Auditors of the Company:
To consider and, if thought fit, to pass with or
without modification(s) the following resolution as an
Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of
Section 204 of the Companies Act, 2013 read with
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, Regulation 24A
of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (‘SEBI Listing Regulations’), (including any
statutory modification(s) or re-enactment thereof for the
time being in force) and based on the recommendation
of the Board of Directors, M/s. V. Sreedharan and
Associates (Peer Review Certificate No. 5543/2024),
Practicing Company Secretaries, be and are hereby
appointed as the Secretarial Auditors of the Company
for conducting Secretarial Audit and issue the Secretarial
Compliance Report for a term of five consecutive years
commencing from Financial Year April 01, 2025 to
March 31, 2030, on such remuneration plus applicable
taxes, reimbursement of out-of-pocket and other
incidental expenses in connection with the audit, as may
be mutually agreed upon between the Board of Directors
and the Secretarial Auditors.
RESOLVED FURTHER THAT the Board of Directors of
the Company (including its Committee thereof), be and
is hereby authorized to do all such acts and take all such
steps as may be necessary, proper or expedient to give
effect to this Resolution.”
Item No. 6 - Approval of remuneration payable to the
Cost Auditors of the Company for the financial year
2025-26:
To consider and, if thought fit, to pass with or without
modification(s) the following Resolution as an
Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Section
148 and other applicable provisions, if any, of the
Companies Act, 2013 read with the Companies (Audit
and Auditors) Rules, 2014, as amended from time to
time, the payment of remuneration of `23,00,000/-
(Rupees Twenty Three Lakhs only) per annum plus
applicable taxes and reimbursement of out-of-pocket
expenses actually incurred during the course of audit
to M/s. Ashwin Solanki & Associates, Cost Accountants
(Firm Registration No. 100392) appointed as Cost
Auditors, by the Board of Directors of the Company to
conduct the audit of the cost records of the Company
for the financial year ending March 31, 2026, be and is
hereby approved.
RESOLVED FURTHER THAT the Board of Directors of
the Company (including its Committee thereof), be and
is hereby authorized to do all such acts and take all such
steps as may be necessary, proper or expedient to give
effect to this Resolution.”
Item No. 7 – Approval of Material Related Party
Transactions with Hitachi Energy Sweden AB for the
financial year 2025-26:
To consider and, if thought fit, to pass with or
without modification(s) the following resolution as an
Ordinary Resolution:
“RESOLVED THAT pursuant to Regulation 23(4)
and other applicable Regulations of the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (‘SEBI
Listing Regulations’), the applicable provisions of the
Companies Act, 2013 (‘Act’), if any, read with related
rules, if any, each as amended from time to time and
the policy on Related Party Transaction(s) of Hitachi
Energy India Limited (‘the Company’) and as per the
recommendation/ approval of the Audit Committee and/
or the Board of Directors of the Company, the approval of
the Members of the Company be and is hereby accorded
to the Company for contract(s)/ arrangement(s)/
transaction(s) (whether by way of an individual transaction
or transactions taken together or series of transactions or
otherwise) entered / to be entered into, as detailed in the
explanatory statement annexed to this notice, with Hitachi
Energy Sweden AB (‘HE Sweden’), a fellow subsidiary
of the Company and accordingly a related party under
Regulation 2(1)(zb) of the SEBI Listing Regulations, on
such terms and conditions as may be agreed between
the Company and HE Sweden, for an aggregate value of
up to `2,000 Crores during financial year 2025-26 (i.e.,
April 01, 2025 to March 31, 2026), in respect of sale or
purchase of product(s), component(s), system(s), spares
and / or rendering or receipt of services under multiple
orders, at arm’s length and in the ordinary course of
business of the Company.
RESOLVED FURTHER THAT the Board of Directors of
the Company (including any Committees thereof) be and
is hereby authorized to do all such acts, deeds, matters
and things and to finalize the terms and conditions as
may be considered necessary, expedient or desirable,
in its absolute discretion and to take all such steps as
may be required in this connection including finalizing
and executing necessary contract(s), arrangement(s),
agreement(s) and such other documents as may be
required, seeking all necessary approvals in order
to give effect to this Resolution, for and on behalf of
the Company and settling all such issues, questions,
difficulties or doubts whatsoever that may arise and
to take all such decisions with regard to the powers
conferred herein.
RESOLVED FURTHER THAT the Board of Directors of
the Company be and are hereby authorised to delegate
all or any of the powers conferred on it to the Managing
Director and CEO or Chief Financial Officer or the
Integrated Annual Report 2024-25125