Page 138 - Hitachi IR 2025

NOTICE
ANNEXURE TO NOTICE
STATEMENT SETTING OUT MATERIAL FACTS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013
Item No. 4:
This Explanatory Statement is being provided as an
additional information to the Members and in terms of
Regulation 36(5) of the SEBI Listing Regulations though
statutorily not required in terms of Section 102 of the Act.
The Members at the First AGM held on August 13, 2020
had approved the appointment of M/s. S. R. Batliboi &
Associates LLP, Chartered Accountants (Firm Registration
No.: 101049W/ E300004), as the Statutory Auditors of
the Company, for a term of 5 (five) consecutive years to
hold office from the conclusion of said AGM i.e., 1st AGM
till the conclusion of the 6th AGM. Accordingly, their first
consecutive term of 5 years as Statutory Auditors of the
Company will expire at the conclusion of this 6th AGM.
In terms of the provisions of Section 139 of the Act the
Companies (Audit and Auditors) Rules, 2014 and other
applicable provisions, the Company can appoint or re-
appoint an audit firm as statutory auditors for two terms
of five consecutive years.
After evaluating and considering various factors
such as review of performance, industry experience,
competency of the audit team, quality of audit, skills,
efficiency in conduct of audit, independence, etc.,
the Board of Directors of the Company (‘the Board’),
at their Meeting held on Wednesday, May 14, 2025,
based on the recommendation of the Audit Committee
have approved and recommended to the Members,
the re-appointment of M/s. S. R. Batliboi & Associates
LLP, Chartered Accountants (Firm Registration No.:
101049W/ E300004), as the Statutory Auditors of the
Company, for a second term of five consecutive years,
to hold office from the conclusion of 6th AGM till the
conclusion of 11th AGM of the Company.
The proposed remuneration payable to M/s. S. R. Batliboi
& Associates LLP, for audit services for the financial year
2025-26 is `1,78,58,018/- (Rupees One Crore Seventy
Eight Lakhs Fifty Eight Thousand and Eighteen only),
plus applicable taxes, excluding reimbursement of out-
of-pocket and other incidental expenses in connection
with the audit, as may be mutually agreed between the
Board and the Statutory Auditors. The remuneration
payable to the Statutory Auditors for the subsequent
years of their term shall be determined by the Board,
based on the recommendation of the Audit Committee
and as mutually agreed with the Statutory Auditors.
M/s. S. R. Batliboi & Associates LLP, Chartered
Accountants have consented to their appointment
as the Statutory Auditors and have confirmed that
the appointment, if made, would be within the limits
specified under Section 141(3)(g) of the Act and
that they are not disqualified to be appointed as
the Statutory Auditors in terms of the provisions of
Section 139 and 141 of the Act and the Rules
framed thereunder.
136 Hitachi Energy India Limited
M/s. S. R. Batliboi & Associates LLP is a chartered
accountancy firm registered with the Institute of Chartered
Accountants of India and audits various companies listed
on stock exchanges in India in diverse sectors. Further,
the same was founded in 1914 by Sohrab Rustom
Batliboi, the firm now operates under the network of
S. R. Batliboi & Affiliates, which includes other firms like
S. R. Batliboi & Co. LLP. They offer a range of services,
including audits, assurance and financial accounting
advisory services, catering to various market segments.
M/s. S. R. Batliboi & Associates LLP, Chartered
Accountants, was paid statutory audit fees of
` 1,55,28,711 (plus applicable taxes and out-of-
pocket expenses) and other certification fees (Qualified
Institutional Placement) of ` 180,00,000/- for the
financial year 2024-25.
Members are requested to consider the same and accord
their approval towards re-appointment of M/s. S.R.
Batliboi & Associates LLP, Chartered Accountants as
Statutory Auditors of the Company for their second term
of five years.
None of the Directors and/ or Key Managerial Personnel
of the Company and their relatives is concerned or
interested, financially or otherwise, in the resolution set
out at Item No. 4. The Board recommends the resolution
set forth in Item No. 4 for the approval of Members
as an Ordinary Resolution, for the re-appointment of
M/s. S. R. Batliboi & Associates LLP, Chartered
Accountants (Firm Registration No.: 101049W/
E300004), as the Statutory Auditors of the Company,
for a second term of five consecutive years, to hold office
from the conclusion of 6th AGM till the conclusion of 11th
AGM of the Company, considering various factors such as
review of performance, industry experience, competency
of the audit team, quality of audit, skills, efficiency in
conduct of audit, independence, etc.
Item No. 5:
Pursuant to the provisions of Regulation 24A of the
SEBI Listing Regulations and provisions of Section 204
of the Act and Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, M/s. BMP & Co. LLP, Company Secretaries, a
leading firm of practicing Company Secretaries have
served as the Secretarial Auditors of the Company for
conducting Secretarial Audit for the past 5 financial
years, upto and including financial year 2024-25.
Further, in terms of Regulation 24A of the SEBI Listing
Regulations read with SEBI Circular SEBI/HO/CFD/
CFD-PoD-2/CIR/P/2024/185 dated December 31,
2024, every listed entity shall appoint a Secretarial
Auditor with the approval of its Shareholders in its Annual
General Meeting.
Accordingly, the Board of Directors of the Company
based on the recommendation of the Audit Committee
and after considering various factors such as industry
experience, competence of the audit team, efficiency in