Hilton Metal Forging Limited
Your Directors have pleasure in presenting the Fourteenth Annual Report together withthe Audited Statements of Accounts and the Auditors Report of your Company for theFinancial Year (FY) ended March 31 2019.
1. FINANCIAL HIGHLIGHTS
| || ||(Rs. in Lakhs) |
|Particulars ||FY 2018-19 ||FY 2017-18 |
|Total Income ||10133.37 ||9630.75 |
|Total Expenses ||9985.09 ||9542.29 |
|Profit Before Tax ||148.28 ||88.47 |
|Provision for Tax ||-6.77 ||61.26 |
|Profit After Tax ||155.05 ||27.21 |
During the FY under review the total revenue of the Company increased by 4.96% to Rs.10133.37 Lakhs (PY: Rs. 9630.37 Lakhs). The Profit aftertax increased by 82.45% to Rs.155.05 Lakhs (PY: Rs. 27.21 Lakhs). The Company's performance for the FY under the reviewhas improved considerably.
2. CHANGE IN NATURE OF BUSINESS IF ANY
There was no change in nature of business of the Company during the year under review.
3. TRANSFER TO RESERVES IN TERMS OF SECTION 134(3)(J) OF THE COMPANIES ACT 2013
The Company has not transferred any amount to General Reserves for the Financial Year2019.
To conserve the resources your Directors have not recommended any dividend for the FY2018-2019.
5. PUBLIC DEPOSITS
During the FY under review the Company has not accepted any deposits from the publicand as such there are no outstanding deposits within the purview of section 73 of theCompanies Act 2013 and rules made thereunder.
6. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY
The Company does not have any Subsidiary Joint Venture or Associate Company
7. TRANSFER OF UNPAID AND UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND("IEPF")
Pursuant to the provisions of Section 124 of the Companies Act 2013 and InvestorEducation and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules2016 (IEPF Rules) the declared dividends which remains unpaid or unclaimed for a periodof 7 (seven) years from the date of its transfer to unpaid dividend account is required tobe transferred by the Company to Investor Education and Protection Fund (IEPF).
Accordingly during the year the Company has transferred the unpaid or unclaimeddividend for the period of 7 (seven) years from the date they became due for paymentalongwith the shares thereof to IEPF. The list of equity shareholders whose shares aretransferred to IEPF can be accessed on the website of the Company.
The shareholders of the Company who have not received or encashed their dividend forthe financial years as mentioned below are requested to claim the unpaid / unclaimeddividend from the Company before its transfer to the abovementioned Fund.
|Sr. No Year of Declaration of Dividend ||Date of Declaration of Dividend ||Unclaimed Amount (In Rs.) ||Due Date for transfer to IEPF Account |
|1 2011-12 ||29.09.2012 ||41731 ||28-09-2019 |
|2 2012-13 ||30.09.2013 ||59404 ||28-09-2020 |
|3 2013-14 ||27.09.2014 ||46383 ||25-09-2021 |
|4 2014-15 ||30.09.2015 ||68632 ||28-09-2022 |
|5 2015-16 ||NA ||- ||- |
|6 2016-17 ||NA ||- ||- |
|7 2017-18 ||NA ||- ||- |
8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYWHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTRELATES AND THE DATE OF THE REPORT
No material changes and commitments which could affect the Company's financialposition have occurred between the end of the financial year and the date of this Report
9. EXTRACT OF ANNUAL RETURN
The extracts of Annual Return in Form MGT-9 as required under Section 92(3) of the Actread with Rule 12 of the Companies (Management and Administration) Rules 2014 (asamended) forms part of this Report as "Annexure I"
10. DIRECTORS AND KEY MANAGERIAL PERSONNELS
a) Composition of Board and Key Managerial Personnel
The Board is constituted with an optimum combination of Executive and Non-ExecutiveDirectors in accordance with the requirements of the Act read with SEBI (ListingObligation and Disclosure Requirements) Regulations 2015 ("ListingRegulations").
During the FY under review the following change took place in the composition of theBoard:
|Name of the Director ||Date of Appointment |
|Mr. Sukesh Kumar Joshi ||8th June 2018 |
Appointment/Re-appointment of Directors in AGM
In termsof provisions of the CompaniesAct 2013 Mr.YuvrajHiralal Malhotra ManagingDirectorofthe Company will retire by rotation at the ensuing Annual General Meeting inpursuance of Section 152 of the Act and being eligible and offers himself forre-appointment. The Board recommends his re-appointment.
Mr. Sanjay Jain Non-Executive Independent Director of the Company is seekingre-appointment for second term of 5 (five) years to hold office upto the date of AnnualGeneral Meeting for the financial year 2023-24. Based on the recommendation of Nominationand Remuneration Committee his re-appointment for second term is proposed at the ensuingAGM for the approval of Members by way of special resolution. The Board recommends hisre-appointment.
Mr. Sandeep Shah Mr. Prithivish Mundraand Ms. Nikita Moradia were appointed asAdditional Independent Directors of the Company w.e.f 15th May 2019 5th August 2019 and6th August 2019 respectively upto the date of ensuing Annual General Meeting. The Boardhave proposed to appoint them as Independent Directors of the Company for the period of 5(five) consecutive years which is subject to approval of the shareholders of the Company.The Company has received their declarations as required under the provisions of section149 and 164(2) of the Companies Act 2013.The Board recommends their re-appointment.
As stipulated under the Regulation 36(3) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 brief resume of the Directors proposed to beappointed/re-appointed is given in the Notice convening 14th Annual General Meeting.
Key Managerial Personnel
Pursuant to the provisions of Sections 2(51) and 203 of the Act read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 KeyManagerial Personnel of the Company as on 31st March 2019 are Mr. Yuvraj MalhotraManaging Director Ms. Yashika Malhotra Chief Financial Officer and Ms. Labdhi ShahCompany Secretary & Compliance Officer.
During the FY under review Mr. Sajan Motwani has tendered his resignation from thepost of Company Secretary & Compliance Officer w.e.f 12th November 2018. The Directorsat their meeting held on 8th February 2019 appointed Ms. Labdhi Shah as the "CompanySecretary & Compliance Officer" of the Company w.e.f. 31st January 2019 pursuantto Section 203 of the Act read with the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.
b) Declaration by Independent Director(s)
All Independent Directors have given their respective declarations that they meetthecriteria of independence as laid down under section 149(7) of the Companies Act 2013.
c) Number of Meetings of the Board
During the year under review Seven Board Meetings were convened and held and aseparate meeting of Independent Directors was convened during the year under review. Thedetails of meetings of the Board are provided in the Report on Corporate Governance thatforms part of this Annual Report. The maximum interval between any two meetings did notexceed 120 days as prescribed under the Act.
d) Performance Evaluation of the Board
Pursuant to the provisions of the Act and Regulation 17 of the SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 the Board has carried out anannual evaluation of its own performance the directors individually as well as theevaluation of the working of its Committees.
At the meeting of the Board all the relevant factors that are material for evaluatingthe performance of individual Directors the Board and its various committees werediscussed in detail. Various aspects of the Board's functioning such as adequacy of thecomposition of the Board and its Committees execution and performance of specific dutiesobligations and governance etc. were taken into consideration.
A separate exercise was carried out to evaluate the performance of individualDirectors who were evaluated on parameters such as level of engagement and contributionindependence of judgment safeguarding the interest of the Company and its minorityshareholders etc. The performance evaluation of the independent Directors was carried outby the entire Board.
The performance evaluation of the Chairman and non-independent Directors was alsocarried out by the Independent Directors at their separate meeting.
The Directors expressed their satisfaction with the evaluation process.
e) Committees of the Board
The Board has constituted a set of committees in accordance with the requirements ofthe Act. The Board supervises the execution of its responsibilities by the Committees andis responsible for their action. The statutorily mandated committees constituted under theprovisions of the Act and Listing Regulations are Audit Committee Nomination andRemuneration Committee and Stakeholders' Relationship Committee. The composition terms ofreference and other such necessary details of these Board level committees are as under. Adetailed note on the composition of Board and its committees is provided in the CorporateGovernance Report forming part of this Annual Report.
Pursuant to the Provision of Section 178 of the companies' act 2013 and Regulation 19of Listing Regulation and on recommendation of the Nomination and Remuneration Committeethe Board of Directors has adopted a policy on Criteria for Selection and Appointment ofDirectors Senior Management Personnel and their remuneration. Nomination and Remunerationpolicy is applicable to all Directors Key Managerial Personnel (KMP) Senior Managementteam and other employees of the Company and the same has been annexed to this Report andmarked as "Annexure-ll" and is also available on the Company's Websitewww.hiltonmetal.com.
11. VIGIL MECHANISM
As per the provisions of Section 177(9) of the Companies Act 2013 the Company hasformulated Whistle Blower Policy and is required to establish a vigil mechanism forDirectors and Employees. The Whistle Blower Policy can be accessed on the Company'swebsite www.hiltonmetal.com.
12. DIRECTORS' RESPONSIBILITY STATEMENT:
The Board of Directors acknowledge the responsibility for ensuring compliance with theprovisions of Section 134(3) (c) read with Section 134(5) of the Companies Act 2013 inthe preparation of annual accounts for the year ended on 31st March 2019 and confirm that:
a. in the preparation of the annual accounts forfinancialyear2018-19 the applicableaccounting standards had been followed and there are no material departures from the same;
b. the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit of the company for that period;
c. the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
d. the directors had prepared the annual accounts on a going concern basis;
e. the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
f. the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
13. PREVENTION OF INSIDER TRADING
In compliance with the provisions of the Securities and Exchange Board of India(Prohibition of Insider Trading) Regulations 2015 as amended the Company has formulatedand adopted the revised "Code of Conduct to regulate monitor and report trading bydesignated persons in Listed or Proposed to be Listed Securities" of the Company("the Insider Trading Code"). The object of the Insider Trading Code is to setframework rules and procedures which all concerned persons should follow while tradingin listed or proposed to be listed securities of the Company. During the year the Companyhas also adopted the Code of Practice and Procedures for Fair Disclosure of UnpublishedPrice Sensitive Information ("the Code") in line with the SEBI (Prohibition ofInsider Trading) Amendment Regulations 2018 and formulated a Policy for determination oflegitimate purposes' as a part of the Code. The Code also includes policy andprocedures for inquiry in case of leakage of Unpublished Price Sensitive Information(UPSI) and aims at preventing misuse of UPSI. The Code is available on the Company'swebsite www.hiltonmetal.com.
14. RISK MANAGEMENT
The Company implemented an integrated risk management approach though which it reviewsand assesses significant risks on a regular basis to ensure that a robust system on riskcontrols and mitigation is in place. Senior management periodically reviews this riskmanagement framework to keep update and address emerging challenges.
15. DETAILS ABOUT CSR COMMITTEE POLICIES IMPLEMENTATION AND INITIATIVES
Provisions of Section 135 of Companies Act 2013 are not applicable to the Company.
16. REPORT ON CORPORATE GOVERNANCE
Report on Corporate Governance as stipulated under Listing Regulations forms anintegral part of this Annual Report. Certificate from the Auditors of the Companyconfirming compliance of conditions of Corporate Governance as stipulated under SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is attached to thereport on Corporate Governance.
17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34 of the Listing Regulations the Management Discussion andAnalysis Report for the year unde review forms an integral part of this Annual Report.
a) STATUTORY AUDITORS AND THEIR REPORT:
M/s. Anil Bansal & Associates Chartered Accountants has been appointed asstatutory auditors of the Companby the shareholders of the Company from the conclusion of13th Annual General Meeting till the conclusion of the 18th Annual General Meeting.
The Company have received a confirmation from them to the effect that theirappointment if made would be within the prescribed limits U/S 141 of the Companies Act2013 and the Rules framed thereunder.
The observations and comments given by the Auditors in their report read together withnotes to Accounts are self explanatory and hence do not call for any further commentsunder section 134 of the Companies Act 2013. Further the Auditors' Report for thefinancial year ended 31st March 2019 is annexed herewith for your kind perusal andinformation.
b) COST AUDITORS AND THEIR REPORT:
Pursuant to Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Amendment Rules 2014 the cost audit records maintained by the Companyare required to be audited. In view of above the Board has appointed to NNT & Co.Cost Accountants as the cost auditor of the Company for conducting the Cost Audit for theFinancial year 2019-20.
As required under the Companies Act 2013 the remuneration payable to the Cost Auditorforms part of the Notice convening the 14th Annual General Meeting.
c) SECRETARIAL AUDITOR AND THEIR REPORT:
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 (as amended) the Company hasappointed Shreya Shah Practicing Company Secretaries (Membership No. 39409) forconductingSecretarial Audit of the Company forthe financial yearended on March 312019.
The Secretarial Audit Report for the financial yearended 31st March 2019 is annexedherewith as Annexure III' to this Report. In his Report the Secretarial Auditor hasobserved that following:
i. Non-filing of Foreign Liabilities and Assets return forthe yearended March 2019
The Board is of the view that the said provisions are not applicable to the Company.
ii. Non-transfer of the equity shares in respect of which dividends were not claimedfor the continuous period of seven years by any shareholders to the I EPF authoritywithin the prescribed time limits under to Section 124 of the Companies Act 2013 readwith rules framed thereunder
The compliance with the said provisions were inadvertently missed out which wascomplied with on later date.
iii. Audit Committee Meeting was convened on 12th November 2018 with the presence ofonly one independent director as against the requirements of atleast two independentdirectors as prescribed under Regulation 18(2)(b) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
Mr. Harmohindar Singh Dhingra then Chairman of Audit committee could not attend theaforesaid committee meeting since he was travelling to treat his severe health issues. Mr.Dhingra subsequently retired from the directorship and chairmanship of the Committeew.e.f. 15th May 2019. The Audit Committee was then duly reconstituted by the Board attheir meeting held on 26th July 2019 by appointing Mr. Prithivish Mundra IndependentDirector to act as the Chairman of the Audit Committee.
d) Internal Auditor & their reports
Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts)Rules 2014 the Company has appointed M/s. P Dangyach & Associates. CharteredAccountants as the Internal Auditor of the Company.
The Internal Audit reports are reviewed by the Audit Committee on periodic basis.
e) Reporting of fraud by Auditors
During the FY under review the Auditors of the Company have not identified or reportedany fraud as specified under Section 143(12) of the Companies Act 2013 to the AuditCommittee.
19. INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls system commensurate withthe size scale and complexity of its operation. The scope and authority of the InternalAudit function is well defined. The Internal Auditor reports to the Chairman of the AuditCommittee. Based on the report of internal audit management undertakes corrective actionin their respective areas and thereby strengthens the controls. Significant auditobservations and corrective actions thereon are presented to the Audit Committee.
The Audit Committee evaluates the efficiency and adequacy of the financial controlsystem in the company and strives to maintain the standards in the Internal FinancialControl.
20. PARTICULARS OF LOANS GUARANTEE AND INVESTMENTS
Pursuant to Section 186 of the Companies Act 2013 read with the Companies (Meetings ofBoard and its Powers) Rules 2014 disclosures on particulars relating to loans advancesand investments as on 31st March 2019 are given in the Notes to the Financial Statements.There are no guarantees issued or securities provided by your Company in terms of Section186 of the Companies Act 2013 read with the Rules issued thereunder.
21. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All transactions entered into with related parties during the FY were in the ordinarycourse of business and on arm's length pricing basis and do not attract the provisions ofSection 188 of the Act. There were no materially significant transactions with the relatedparties during the financial yearwhich were in conflict with the interest of the Companyand hence enclosing of Form AOC-2 is not required. Suitable disclosure as required by theAccounting Standard (AS 18) has been made in the notes to the Financial Statements.
22. SHARE CAPITAL:
The Company has neither issued any Sweat Equity Shares or Bonus shares nor have boughtback any of its securities nor have provided any stock option scheme to the employeesduring the FY under review.
23. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under section 134(3)(m) of the Act read with Rule 8(3) ofthe Companies (Accounts) Rules 2014 is annexed herewith as "Annexure-IV".
24. PARTICULARS OF EMPLOYEES:
Disclosures pertaining to remuneration and other details are required under section197(12) of the Act read with Rule 5(1) and 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is forming part of the Directors' Reportfor the year ended 31st March 2019 and is attached to this Report and marked as"AnnexureV".
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Management Personnel) Rules 204 thereare no employees drawing remuneration in excess of the limits set out in the said rules.
25. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has always believed in providing a safe and harassment free workplace forevery individual working in the Company's premises through various practices and alwaysendeavors to provide an environment that is free from discrimination. All employees aretreated with dignity with a view to maintain a work environment free of sexual harassmentwhether physical verbal or psychological. The Company also ensures all allegations ofsexual harassment are investigated and dealt with effectively and appropriately.
Your Company has complied with provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.
During the financial year ended March 312019 the Company has not received anycomplaints of sexual harassment.
25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There were no significant and material orders passed by the regulators or courts orTribunals impacting the going concern status and Company's operation in future.
26. STATUTORY COMPLIANCE
The Company has complied with all the statutory requirements. A declaration regardingcompliance of the provisions of the various statutes is also made by the ManagingDirector. The Company ensures compliance of the Companies Act 2013; SEBI (ListingObligation and Disclosure Requirements) Regulations 2015 and various statutoryauthorities on quarterly basis in the Board Meeting.
The Board of Directors would like to express their sincere appreciation for thecommitment dedication and hard work done by the employees of the Company and the positiveco-operation extended by Banks Government Authorities Customers and various otherstakeholders. The Board also wishes to place on record their deep gratitude towards theshareholders for their continued support and confidence.
| ||For and on behalf of the Board of Directors |
| ||Sd/- |
| ||Yuvraj Malhotra |
|Place: Mumbai ||Chairman & Managing Director |
|Dated: 11-08-2019 ||DIN:00225156 |