Page 139 - Hitachi IR 2025

conduct of audit, independence, etc., at their Meeting
held on May 14, 2025, proposed the appointment of
M/s. V. Sreedharan and Associates (Peer Review
Certificate No. 5543/2024), Practicing Company
Secretaries, as the Secretarial Auditors of the Company
for a term of five consecutive years commencing from
Financial Year April 01, 2025 to March 31, 2030
at such remuneration, as may be mutually agreed
between the Board of Directors of the Company and the
Secretarial Auditors.
M/s. V. Sreedharan & Associates is a distinguished firm of
Company Secretaries established in 2008, evolving from
a proprietorship that dates back to 1988. The firm, led
by Founder Partners CS V. Sreedharan and CS Pradeep
B. Kulkarni, brings over three decades of professional
expertise in corporate legal and secretarial services. With
a strong foundation in company law, governance and
compliance, the firm has earned accolades, including a
Certificate of Appreciation from the Institute of Company
Secretaries of India in 2021.
The firm’s areas of practice span across secretarial audits,
incorporation and restructuring of companies and LLPs,
corporate governance audits, NCLT representations,
FEMA and SEBI compliance, IPO support and
handling of complex corporate legal procedures such
as mergers, capital reduction and delisting. Their
client base includes reputed listed companies and the
partners are well-regarded speakers and contributors in
professional forums.
M/s. V. Sreedharan and Associates have provided their
consent and confirmed their eligibility for appointment
under SEBI Listing Regulations and Section 204 of the
Act and rules made thereunder.
The remuneration proposed for conducting the Secretarial
Audit for the financial year 2025-26 is ` 3 Lakhs
(Rupees Three Lakhs only) plus applicable taxes and
reimbursement of out of pocket expenses, conveyances
or incidental expenses as may be incurred during the
audit process. Further, the remuneration paid to the
outgoing Secretarial Auditor i.e., M/s. BMP & Co. LLP, for
the financial year 2024-25 was ` 5 Lakhs (Rupees Five
Lakhs only) plus applicable taxes and reimbursement
of out-of-pocket expenses, conveyances or incidental
expenses as incurred during the audit process.
The Board of Directors based on recommendation of
Audit Committee, shall consider approval of revisions
to the remuneration of the Secretarial Auditors for the
remaining part of the tenure. The Board of Directors may
alter and vary the terms and conditions of appointment,
including remuneration, in such manner and to such extent
as may be mutually agreed with the Secretarial Auditors.
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. 5. The Board recommends the resolution
set forth in Item No. 5 for the approval of Members as an
Ordinary Resolution, considering various factors such as
industry experience, skills, independence, etc.
Item No. 6:
The Board of Directors of the Company, based on the
recommendation of the Audit Committee, has approved
the re-appointment and remuneration of M/s. Ashwin
Solanki & Associates, Cost Accountant (Registration No.:
100392) as Cost Auditor at their Meeting held on May
14, 2025, to conduct the audit of the cost records of the
Company for the financial year ending March 31, 2026.
In accordance with the provisions of Section 148 of the
Act read with the Companies (Audit and Auditors) Rules,
2014, the remuneration payable to the Cost Auditors
requires to be approved by the Members of the Company.
Accordingly, approval of the Members is sought as
referred to in the Resolution No. 6 of the Notice for
the payment of the remuneration amounting to `23
Lakhs only (Rupees Twenty Three Lakhs only), for Cost
Audit plus applicable taxes and out-of-pocket expenses
incurred during the course of audit for the financial year
ending March 31, 2026.
The Board of Directors recommends the Resolution for
approval of Members as an Ordinary Resolution as set
out in Resolution No. 6 of the accompanying Notice,
considering the continued association of M/s. Ashwin
Solanki & Associates, Cost Accountant with the Company.
None of the Directors and/or Key Managerial Personnel
of the Company and / or their respective relatives is
concerned or interested, financially or otherwise, in the
Ordinary Resolution as set out in Resolution No. 6 of
the Notice.
Item No. 7:
As per the provisions of Section 188 of the Act,
transactions with related parties which are undertaken
on an arm’s length basis and in the ordinary course of
business, are exempted from the obligation of obtaining
prior approval of Shareholders. However, with effect
from April 01, 2022, Regulation 23 of SEBI Listing
Regulations, mandates obtaining prior approval of the
Shareholders through an ordinary Resolution for all
‘material’ related party transactions.
In terms of Regulation 23 of the SEBI Listing Regulations,
as amended, any transactions with a related party shall
be considered material, if the transaction(s) entered
into/ to be entered into individually or taken together
with the previous transactions during a financial year
exceeds `1,000 Crores or 10% of annual consolidated
turnover of the Company as per the last audited financial
statements of the Company, whichever is lower and shall
require prior approval of shareholders by means of an
ordinary resolution. The said limits are applicable, even
if the transactions are in the ordinary course of business
of the concerned company and at an arm’s length basis.
In the financial year 2025-26, the Company propose to
enter into certain Related Party Transaction(s) (‘RPT’)
with Hitachi Energy Sweden AB (“HE Sweden”), on
mutually agreed terms and conditions and the aggregate
of such transaction(s), are expected to cross the
applicable materiality thresholds (i.e., `638.49/- Crores
for the financial year 2025-26) as mentioned above.
Accordingly, as per the SEBI Listing Regulations, prior
Integrated Annual Report 2024-25137