Page 199 - Hitachi IR 2025

Annexure - D to Board’s Report
Form No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31st
MARCH 2025
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
Hitachi Energy India Limited
CIN: L31904KA2019PLC121597
Registered Address: 8th Floor, Brigade Opus 70/401,
Kodigehalli, Main Road, Bangalore -560092.
We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to
good corporate practices by Hitachi Energy India Limited (hereinafter called the “Company”). The Secretarial Audit
was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory
compliances and expressing our opinion thereon.
Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records
maintained by the Company and also the information provided by the Company, its officers, agents and authorized
representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has,
during the audit period covering the financial year ended on March 31, 2025 complied with the statutory provisions
listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the
extent, in the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records maintained by the
Company for the financial year ended on March 31, 2025, according to the provisions of:
i. The Companies Act, 2013 (‘the Act’) and the Rules made thereunder;
ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made thereunder;
iii. The Depositories Act, 1996 and the Regulations and Byelaws framed thereunder;
iv. Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of
Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;
v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act,
1992 (‘SEBI Act’):
a. Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;
b. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011;
c. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
d. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
e. The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations,
2021 - Not applicable as the Company does not have Employee Stock Option Scheme for its employees;
f. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 and
Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021
– Not applicable as the Company has not issued any debt securities during the financial year under review;
g. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations,
1993 regarding the Companies Act and dealing with client - Not applicable as the Company is not registered
as Registrar to an Issue and Share Transfer Agent during the financial year under review;
Integrated Annual Report 2024-25
197