Hind Rectifiers Ltd. — Audit Report / Information 2019

May 25, 2019

HIND RECTIFIERS LIMITED

REGD. & H.O. LAKE ROAD, BHANDUP (W), MUMBAI -⁴⁰⁰ 078. . TEL.: +91 ^{22 2569 6789} . FAX: +91 22 2596 4114 . www.hirect.com . corporate@hirect.com l marketing@hlrect.com . CIN: L28900MH1958PLCO11077

Ref. No. HIRECT/SEC/ 2019-20/ ²⁴ 25th May, ²⁰¹⁹

Corporate Relations Department Corporate Listing Department 1St Floor, New Trading Ring Ltd. Towers, Dalal Street, Mumbai ^{400 001} Bandra Kurla Complex

BSELtd. The National Stock Exchange of India Rotunda Building, Phiroz Jeejeebhoy "Exchange Plaza" 5th Floor, C-1, Block 'G' Bandra (East) Mumbai ^{400 051}

Security Code No. 504036/HIRECT Type of Security: Equity

Sub: Annual Secretarial Compliance Report for the year ended 31st March, ²⁰¹⁹

Ref: SEBI circular no. CIR/CFD/CMD1/27/2019 dated 8th February, ²⁰¹⁹

Dear Sir/ Madam,

In terms of Clause 3(b)(iii) of the above referred SEBI circular, we are submitting the Annual Secretarial Compliance Report of the Company for the year ended 31st March, 2019, issued by Mahesh Soni, (Partner of GM] & Associates) Practicing Company Secretary and the Secretarial Auditor of the Company.

This is for your information and records.

Thanking you,

Yours faithfully, For Hind Rectif'ers imit cl . \Mvccxo/dl'i riktb LL"?

Meenakshi Anchlia (Compliance Officer)

Encl: As above

Mumboi — 400 069. Tel. No.: 6191 9293 Email : cs@gmj.co.in

SECRETARIAL COMPLIANCE REPORT OF HIND RECTIFIERS LIMITED FOR THE YEAR ENDED 31ST MARCH, 2019

(Pursuant to SEBI circular - CIR/CFD/ CMD1 /27/ ²⁰¹⁹ dated February 08, 2019)

To, The Board of Directors, HIND RECTIFIERS LIMITED Lake Road, Bhandup West, Mumbai — 400078.

We, GM] 8: Associates have examined:

(a) all the documents and records made available to us and explanation provided by HIND RECTIFIERS LTD ("the listed entity"),

(b) the filings/ submissions made by the listed entity to the stock exchanges,

(c) website of the listed entity,

(d) any other document/ filing, as may be relevant, which has been relied upon to make this certification,

for the year ended 31.03.2019 ("Review Period") in respect of compliance with the provisions of :

(a) the Securities and Exchange Board of India Act, ¹⁹⁹² ("SEBI Act") and the Regulations, circulars, guidelines issued thereunder; and

(b) the Securities Contracts (Regulation) Act, ¹⁹⁵⁶ ("SCRA"), rules made thereunder and' the Regulations, circulars, guidelines issued thereunder by the Securities andfiExchange Board of India ("SEBI");

The specific Regulations, whose provisions and the circulars/ guidelines issued thereunder, have been examined, include:-

(a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

(b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

[Cont...2]

...2...

(C) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (Not applicable to the company during the review period)

(e) Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;

(f) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable to the company during the review period)

(g) Securities and Exchange Board of India (Issue and Listing of Non-Convertible and Redeemable Preference Shares) Regulations, 2013; (Not applicable to the company during the review period)

(h) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(j) Securities and Exchange Board of India (Depositories and Participant) Regulations, 2018;

(i) Securities and Exchange Board of India (Settlement of Administrative and Civil Proceedings) Regulations, ²⁰¹⁴ which is repealed and replaced with Securities and Exchange Board of India (Settlement Proceedings) Regulations, 2018;

and circulars/ guidelines issued thereunder;

and based on the above examination, We hereby report that, during the Review Period:

(a) The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder, except in respect of matters specified below:- '

Sr.	Compliance Requirement	Deviations	Observations/
No.	/ circulars (Regulations/		of Remarks the
	including guidelines		Practicing
	specific clause)		Company
			Secretary
None

[Cont...3]

....3.

(b) The listed entity has maintained proper records under the provisions of the above Regulations and circulars/ guidelines issued thereunder insofar as it appears from my/ our examination of those records. '

(c) The following are the details of actions taken against the listed entity/ its promoters/ directors/ material subsidiaries either by SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various circulars) under the aforesaid Acts/ Regulations and circulars/ guidelines issued thereunder:

Sr.	Action taken by	of Details	of Details action	Observations/
No		violation	taken e.g. fines,	of Remarks
			letter, warning	the Practicing
			etc debarment,	Company
				if Secretary,
				any
None

Note: Pursuant to Regulation ¹⁰ (5) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 2011, the acquirer (Mr. Saurabh Nevatia belonging to Promoter Group) defaulted in making prior intimation to the stock exchanges about the acquisition/ transfer of shares, however intimation was made with ^a delay of ⁴ days; further the acquirer suo motu applied for settlementgunder Securities and Exchange Board of India (Settlement Proceedings) Regulations, ²⁰¹⁸ and opted for the summary settlement route and paid the settlement amount.

(d) The listed entity has taken the following actions to comply with the observations made in previous reports:

[Cont...4]

& Associates Company Secretaries

......4

Sr. No	of Observations the Practicing Company in the Secretary previous reports	Observations in the made secretarial compliance for the report ended year to are (The years be mentioned)	Actions taken listed the by if entity, any	Comments of the Practicing Company on Secretary the actions taken by listed the entity
	*Not Applicable

*This being the first reporting since the notification of the requirements to submit the report, reporting on actions to comply with the observations made in the previous reports do not arise.

For GM] & ASSOCIATES Company Secretaries

[MAHESH SONI] PARTNER FCS: 3706 COP: 2324 PLACE: MUMBAI DATE: MAY 18, 2019.