Page 152 - Hitachi IR 2025

BOARD’S REPORT
All contracts or arrangements with related parties
were entered into only with prior approval of the
Audit Committee, except transactions that qualified
as Omnibus transactions as permitted under law.
In addition, during the financial year 2024-25, the
Company has obtained the Shareholders’ approval
for certain material Related Party Transactions
by passing the Ordinary Resolutions at the
5th Annual General Meeting held on August 21,
2024. These transactions were with Hitachi
Energy related party entities i.e., Hitachi Energy
Sweden AB for an aggregate value of up to
`1,000 Crores during financial year 2024-25 (i.e.,
April 01, 2024 to March 31, 2025), Hitachi Energy
Australia Pty. Ltd., for an aggregate value of up to
`1,000 Crores during financial year 2024-25 (i.e.,
April 01, 2024 to March 31, 2025) and Hitachi Energy
Ltd., Switzerland, for an aggregate value of up to
`1,200 Crores during financial year 2024-25 (i.e.,
April 01, 2024 to March 31, 2025).
There were no materially significant Related Party
Transactions that could have potential conflict with
the interests of the Company at large.
Details of the transaction(s) of the Company with
the entity(ies) belonging to the promoter/promoter
group which hold(s) more than 10% shareholding
in the Company as required under para A of
Schedule V of the SEBI Listing Regulations are
provided as part of the financial statements.
in the Corporate Governance Report, which forms
an integral part of the Integrated Annual Report. All
the recommendations made by the Audit Committee
were accepted by the Board of Directors.
29. REPORTING OF FRAUDS:
During the year under review, there have been
no instances of fraud, reported by the Statutory
Auditors, Cost Auditors and Secretarial Auditors
under Section 143(12) of the Act and Rules framed
thereunder either to the Audit Committee and/or
Board or to the Central Government.
30. WHISTLE BLOWER POLICY/ VIGIL MECHANISM:
Pursuant to Section 177(9) of the Act and
Regulation 22 of the SEBI Listing Regulations, the
Company has adopted a Whistle Blower Policy/
Vigil Mechanism for Directors, Employees and third
parties to report their concerns about unethical or
inappropriate behavior, actual or suspected fraud
or violation of the Company’s Code of Conduct,
leak of unpublished price sensitive information and
related matters.
This mechanism also provides adequate safeguards
against the victimization of whistle blowers who
avail of the whistle blower/vigil mechanism.
The whistle blowers may also access their higher
level/ supervisors and/ or the Audit Committee.
The Whistle Blower Policy is available on the
Company’s website at https://www.hitachienergy.
com/in/en/about-us/integrity/reporting-channels/
whistleblower-protection-policy.
During the year under review, the Complaints
received under the said policy were / are
being investigated.
27.  INTERNAL FINANCIAL CONTROL SYSTEMS AND
THEIR ADEQUACY:
Your Company has in place adequate internal
financial controls with reference to the financial
statements commensurate with the size, scale
and complexity of its operations and is in line with
the requirements of the Regulations. Further, the
Directors had laid down internal financial controls to
be followed by the Company and such policies and
procedures adopted by the Company 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 information.
The Audit Committee evaluates the internal financial
control system periodically. The details of Internal
Control System and their adequacy are provided in
the Management Discussion and Analysis section of
this report which forms part of this report.
28. AUDIT COMMITTEE:
During the year under review, there was no change
in the composition of the Audit Committee. The
powers and role of the Audit Committee are included
150 Hitachi Energy India Limited
31. RISK MANAGEMENT POLICY:
The Company has in place the Risk Management
Policy and constituted the Risk Management
Committee as required under the Companies
Act 2013 and Regulation 21 of the SEBI Listing
Regulations. The Committee is chaired by an
Independent Director, which assists the Board in
monitoring and overseeing implementation of the
Risk Management Policy, including evaluating the
adequacy of risk management systems and such
other functions as mandated under the SEBI Listing
Regulations and as the Board may deem fit from
time to time.
The Committee oversees the Risk Management
process including risk identification, impact
assessment, effective implementation of the
mitigation plans and risk reporting. The purpose of
the Committee is to assist the Board of Directors in
fulfilling its oversight responsibilities with regard to
enterprise risk management.