Hind Rectifiers Ltd. — Audit Report / Information 2020

Jul 15, 2020

Ref. No. HIRECT/SEC/2020-21/25 15% July, 2020

Phiroz Jeejeebhoy Towers, Bandra Kurla Complex, 400 001 Maharashtra

Address : Lake Road, Bhandup(W), Mumbai-400078 Tel. :+91-22-25696789 Fax: +91-22-25964114 Email —: corporate@hirect.com/marketing@hirect.com CIN *L28900MH1958PLC011077

BSE Limited National Stock Exchange of India Limited Rotunda Building, "Exchange Plaza" 5 Floor, C-1, Block "G' Dalal Street, Mumbai 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, 2020

Ref: SEBI circular no. CIR/CFD/CMD1/27/2019 dated 8 February, 2020

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, 2020, issued by Mahesh Soni, (Partner of GMJ & Associates) Practicing Company Secretary and the Secretarial Auditor of the Company.

This is for your information and records.

Thanking you,

Yours Faithfully,

For Hind Rectifiers Limited

Moanabrlis Arebts

Meenakshi Anchlia (Company Secretary & Compliance Officer)

Encl: As above

= 3rd & 4th Floor, Vaastu Darshan, Mumbai - 400 069. Tel. No.: 6191 9293 Email : cs@gmj.co.in

SECRETARIAL COMPLIANCE REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2020

(Pursuant to SEBI circular - CIR/CFD/CMD 1/27/2019 dated February 08, 2019 for the purpose of compliance with Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

To, HIND RECTIFIERS LIMITED Lake Road, Bhandup West, Mumbai - 400078.

CIN: L28900MH1958PLC011077 Authorized Share Capital: Rs.10,00,00,000/-

We GNJ & Associates, Company Secretaries have conducted the Secretarial Compliance Audit of the applicable SEBI Regulations and the circulars/ guidelines issued thereunder for the Financial Year ended March 31, 2020 of Hind Rectifiers Limited ("the listed entity"). The audit was conducted in a manner that provided us a reasonable basis for evaluating the statutory compliances and expressing our opinion thereon.

We have examined:

• a) all the documents and records made available to us and explanation provided by the listed entity,
• the filings/ submissions made by the listed entity to the stock exchanges,
• b) c) d) website of the listed entity,
• any other document/ filing, as may be relevant, which has been relied upon to make this certification,

for the year ended March 31, 2020 ("Review Period") in respect of compliance with the provisions of :

• The Securities and Exchange Board of India Act, 1992 ("SEBI Act') and the Regulations, circulars, guidelines issued thereunder; and
• ii. The Securities Contracts (Regulation) Act, 1956 ("SCRA"), rules made thereunder and the Regulations, circulars, guidelines issued thereunder by the Securities and Exchange Board of India ("SEBI");

Contd...2...

Mumbai - 400 069. Tel. No.: 6191 9293 Email : cs@gmj.co.in

• iii. The following Regulations prescribed under The Securities and Exchange Board of India Act, 1992 ("SEBI Act") and the circulars/ guidelines issued thereunder, have been examined:-
• Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;
• Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
• Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
• The provisions of the Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993;
• Securities and Exchange Board of India (Depositories and Participant) Regulations, 2018;
• Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (Not applicable to the company during the review period)
• 8) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (Not applicable to the company during the review period)
• h) Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; (Not applicable to the company during the review period)
• Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable to the company during the review period)
• i) 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)

Based on our examination and verification of the documents and records produced to us and according to the information and explanations given by the Company, we report that:-

a) The listed entity has complied with the provisions of the above Regulations and circulars ty P. P 8 guidelines issued thereunder, except in respect of matters specified below:-

Contd...3...

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	s=55: S\$ iFe= fe Associates Company Secretaries	3rd & 4th Floor, Vaastu Darshan, 'B' Wing, Above Central Bank of India, Azad Road, Andheri (East), Mumbai - 400 069. Tel. No.: 6191 9293 Email : cs@gnj.co.in
				weeDeve
Sr. No.	Compliance Requirement (Regulations/ circulars / guidelines including specific clause)			Deviations			Observations/ Remarks of the Practicing Company Secretary
				None
maintained under above The proper records provisions has entity listed the the of (b) Regulations and circulars/ guidelines issued thereunder insofar as it appears from my/our examination of those records.
promoters/ The following are the details of actions taken against the listed entity/ (c) its directors/ material subsidiaries either by SEBI or by Stock Exchanges (including under the Procedures through Standard Operating under SEBI various issued circulars) by the aforesaid Acts/ Regulations and circulars/ guidelines issued thereunder:
Sr. No	Details of Action taken by violation			Details of action taken e.g. fines, warning letter, debarment, etc.		Observations/ Remarks of the Practicing Company Secretary, if any
				None
The Company was not required to take any action with regard to compliance with the (d) observations made in previous reports as the same was not applicable.
	Sr. Observations of the Observations made in the Actions taken No Practicing Company secretarial compliance Secretary in the previous reports (The years are to be mentioned)			by the listed report for the year ended _		entity, if any	Comments of the Practicing Company Secretary on the actions taken by the listed entity

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

weeDeve
Sr. No.	Compliance Requirement (Regulations/ circulars		Deviations		Secretary	Observations/ Remarks of the Practicing Company
/ guidelines including specific clause)
	None
maintained under proper provisions above The records entity has listed the the of (b) Regulations and circulars/ guidelines issued thereunder insofar as it appears from my/our examination of those records.
promoters/ The following are the details of actions taken against the listed entity/ (c) its directors/ material subsidiaries either by SEBI or by Stock Exchanges (including under the Standard Operating Procedures through under issued SEBI various by circulars) the aforesaid Acts/ Regulations and circulars/ guidelines issued thereunder:
Sr.	Action taken by	Details of		Details of action taken		Observations/ Remarks
No		violation	e.g. fines, warning		of the Practicing
			letter, debarment, etc.		Company
			None			Secretary, if any
The Company was not required to take any action with regard to compliance with the (d) observations made in previous reports as the same was not applicable.
	Sr. Observations of the Observations made in the Actions taken					Comments of the
	No Practicing Company secretarial compliance				by the listed	Practicing Company
	Secretary in the previous reports		report for the year ended _ (The years are to be		entity, if any	Secretary on the
		mentioned)				actions taken by
						the listed entity
	Not Applicable

Contd...4...

'B' Wing, Above Central Bank of India, Azad Road, Andheri (East), Mumbai - 400 069. Tel. No.: 6191 9293 Email : cs@gnj.co.in

Note : Due to the outbreak of COVID -19 pandemic and the current lockdown, physical examination of documents under SEBI Act and Regulations is not possible; we have therefore telied upon the documents provided by the Company in electronic mode for Audit purpose.

For GMJ & ASSOCIATES Company Secretaries

Fre -

[MAHESH SON]] PARTNER FCS: 3706 COP: 2324 UDIN : F003706B000387861 PLACE: MUMBAI DATE: JUNE 26, 2020.