Page 150 - Hitachi IR 2025

BOARD’S REPORT
specified by the Central Government. Accordingly,
the Company has, during the year under review,
in accordance with Section 148(1) of the Act,
maintained the accounts and cost records, as
specified by the Central Government.
In terms of the provisions of Section 148 of the
Act read with the Companies (Cost Records and
Audit) Rules, 2014, the Board of Directors, on the
recommendation of the Audit Committee, appointed
M/s. Ashwin Solanki & Associates, Cost Accountants
(Registration No.: 100392) as the Cost Auditor of
the Company, for the financial year 2025-26, on a
remuneration as stated in notice convening the 6th
Annual General Meeting dated May 14, 2025 for
conducting the audit of the cost records maintained
by your Company.
A certificate from M/s. Ashwin Solanki & Associates,
Cost Accountants has been received to the effect
that their appointment as Cost Auditor of the
Company, if made, would be in accordance with
the limits specified under Section 141 of the Act
and Rules framed thereunder and they are not
disqualified to be appointed as Cost Auditor.
A Resolution seeking Shareholders’ approval for
remuneration payable to Cost Auditor forms part of
the Notice convening the 6th Annual General Meeting
of your Company and same is recommended for your
consideration. Cost Audit and Compliance reports
for the financial year 2023-24 were filed with
the Registrar of Companies, within the prescribed
time limit.
17. SECRETARIAL AUDIT:
Pursuant to provisions of Section 204 of the Act
read with Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 and amendments thereto, the Board of
Directors of the Company had appointed M/s. BMP
& Co. LLP (LLPIN: AAI-4194), Company Secretaries,
Bengaluru, to conduct the Secretarial Audit for the
Financial year 2024-25.
The Secretarial Audit Report (Form MR-3) for the
Financial year ended March 31, 2025, is annexed
herewith and marked as Annexure-D to this Report.
The Secretarial Audit Report does not contain
any qualification, reservation, adverse remark
or disclaimer.
Further, pursuant to Regulation 24A of the SEBI
Listing Regulations (including any statutory
modification(s) or re-enactment(s) thereof, for
the time being in force) and SEBI Circular SEBI/
HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated
December 31, 2024, the Board of Directors
have recommended the appointment of
M/s. V. Sreedharan and Associates (Peer Review
148 Hitachi Energy India Limited
Certificate No. 5543/2024), Practicing Company
Secretaries, as the Secretarial Auditors of the
Company, for a period of five years, to hold office
from the conclusion of the 6th Annual General
Meeting until the conclusion of 11th Annual
General Meeting at such remuneration as may
be mutually agreed between the Board and the
secretarial auditors.
Accordingly, a resolution seeking Shareholders’
approval for 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,
forms part of the Notice convening the 6th Annual
General Meeting of your Company and same is
recommended for your consideration. The Company
has received the written consent and a certificate
that M/s. V. Sreedharan and Associates satisfy the
criteria provided under SEBI Listing Regulations
and that the appointment, if made, shall be in
accordance with the SEBI Listing Regulations and
the Act.
18. SECRETARIAL STANDARDS:
The Board of Directors affirms that the Company
has complied with applicable Secretarial Standards
on Board Meetings and General Meetings issued by
the Institute of Company Secretaries of India (ICSI).
19. BRANCH OFFICES:
During the year under review, the Company had
branch offices in Nepal, Bangladesh and Sri Lanka.
All these branch offices continue to be operational.
The branch offices are undertaking business
operations in respective countries. The branches
play a key role in supporting the Company to
penetrate the market, by providing local support
for various business activities.
Through these branches, your Company is
engaged with a wide spectrum of customers
(Utilities, Industries, Distributors, etc.,) in their
respective countries.
20. BRANCH AUDITORS:
In terms of provisions of sub-section (8) of Section
143 of the Act read with Rule 12 of the Companies
(Audit and Auditors) Rules, 2014, the audit of the
accounts of the Branch Offices of the Company
located outside India is required to be conducted
by the person(s) or firm(s) qualified to act as Branch
Auditors in accordance with the laws of that country.
In this regard, the Company has secured the
Shareholders’ approval in the Third Annual General
Meeting held on July 22, 2022 for authorizing the
Board of Directors/ Audit Committee to appoint