Hilton Metal Forging Limited
Your Directors have pleasure in presenting the Twelth Annual Report together with theAudited Statements of Accounts and the
Auditors Report of your company for the financial year ended March 31 2017.
1. FINANCIAL HIGHLIGHTS
The summary of Companies financial performance for the financial
16 is given below.
(Rs in Lakhs)
|Particulars ||Year Ended March 2017 ||Year Ended March 2016 |
|Total revenue ||8040.64 ||6718.08 |
|Less: Operating Expenses & Provision ||7486.08 ||6371.40 |
|Profit before Interest Depreciation & Taxes ||554.56 ||346.68 |
|Less: Depreciation ||257.70 ||253.69 |
|Less: Interest & finance Charges ||303.10 ||229.59 |
|Profit before Tax ||(6.23) ||(136.59) |
|Less: Provision for Taxation ||(25.55) ||(21.81) |
|Profit After Tax ||(31.78) ||(158.40) |
|Balance Brought forward ||824.31 ||982.71 |
|Balance Available for Appropriation ||792.53 ||824.31 |
|Appropriation : || || |
|Proposed Dividend for the Financial year ||- ||- |
|Corporate Dividend Tax ||- ||- |
|Transferred to General Reserves ||- ||- |
|Surplus retained in Profit & Loss account ||792.53 ||824.31 |
2. PERFORMANCE OVERVIEW
During the year under review the total revenue of the company was Rs.8040.64 Lacs ascompared to Rs. 6718.08 Lacs during the previous year amounting to an increase of 19.69 %the PAT was Rs.(31.78 Lacs) as compared to last year loss of Rs.(158.40 Lacs) Company'sperformance for the year under the review year was improved considerably.
3. CHANGE IN NATURE OF BUSINESS IF ANY
There was no change in nature of Business of the Company during the year under review.
4. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT2013
The Company has not transferred any amount to General Reserves for the Financial Year2017.
In view of the losses the Board does not propose any dividend for the year ended 31stMarch 2017.
6. PUBLIC DEPOSITS
During the year the Company has not accepted any deposits from the public and as suchthere are no outstanding deposits within the purview of section 73 of the Companies Act2013 and rules made there under.
7. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY
Company does not have any Subsidiary Joint venture or Associate Company.
8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
Pursuant to the provisions of Section 124 of the Companies Act 2013 dividend whichremains unpaid or unclaimed for a period of seven years from the date of its transfer tounpaid dividend account is required to be transferred by the Company to Investor Educationand Protection Fund (IEPF). Shareholders of the Company who have not received or encashedtheir dividend for the Financial years as mentioned below are requested to claim theunpaid / unclaimed dividend from the Company before its transfer to the above mentionedFund.
|Year of Declaration of Dividend ||Date of Declaration of Dividend ||Unclaimed Amount (In Rs.) ||Due Date for transfer to IEPF Account |
|1 2009-10 ||30.09.2010 ||43837 ||28-09-2017 |
|2 2010-11 ||28.09.2011 ||32118 ||26-09-2018 |
|3 2011-12 ||29.09.2012 ||41731 ||28-09-2019 |
|4 2012-13 ||30.09.2013 ||59404 ||28-09-2020 |
|5 2013-14 ||27.09.2014 ||46383 ||25-09-2021 |
|6 2014-15 ||30.09.2015 ||68632 ||28-09-2022 |
9. MATERIAL CHANGES AND COMMITMENTS
There were no material changes and commitments affecting the financial position of theCompany which occurred between the end of the financial year to which these financialstatements relate and the date of this Report.
10. 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"
11. DIRECTORS AND kEY MANAGERIAL PERSONNELS a) Retirement by Rotation:
In accordance with the provisions of Section 152 of the Companies Act 2013 read withCompanies (Management & Administration) Rules 2014 Mr. Navraj Malhotra Whole timeDirector of the Company retires by rotation at the ensuing Annual General Meeting of theCompany and offers himself for re-appointment. The Board recommends his re-appointment.
As stipulated under the Regulation 36(3) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 brief resume of the Director proposed to bere-appointed is given in the Notice convening 12th Annual General Meeting. The above namedDirector has furnished its declarations in Form DIR-8 pursuant to the provisions ofSection 164(2) of the
Companies Act 2013 read with Rule 14 (1) of the Companies (Appointment andQualifications of Directors) Rules 2014.
b) Declaration by Independent Director(s)
All Independent Directors have given their respective declarations that they meet thecriteria of independence as laid down under section 149(6) of the Companies Act 2013.
c) Change in Composition of Board and key Managerial Personnel
Ms. Divya Mer has tendered her resignation from the post of Company Secretary w.e.f 31stAugust 2016. The vacancy caused by her resignation was filled by the appointment of Ms.Pragati Pramod Nathani w.e.f 11th January 2017. Further Mr. Rohit Pandey hastendered his resignation from the post of Chief Financial Officerw.e.f 27thOctober 2016. The vacancy caused by his resignation was filled by appointment of Mr.Yashika Yuvraj Malhotra w.e.f 26th May 2017.
d) Number of Meetings of the Board
During the year five Board Meetings were convened and held which are disclosed inthe Report on Corporate Governance forming part of the Annual Report of the Company. e) PerformanceEvaluation 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 an annual evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsCommittees.
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-independentDirectors was also carried out by the Independent Directors at their separate meeting. TheDirectors expressed their satisfaction with the evaluation process.
f) Committees of the Board
Currently the board has four committees: the Audit committee the Nomination andRemuneration Committee the Stake holders Relationship Committee and Committee ofIndependent Directors. A detailed note on the composition of Board and its committees isprovided in the Corporate Governance Report forming part of this Annual Report.
Nomination and Remuneration policy is applicable to all Directors Key ManagerialPersonnel (KMP) Senior Management team and other employees of the Company and the samehas been annexed to this Report and marked as "Annexure-II" and is alsoavailable on the Company's Website www.hiltonmetal.com.
12. VIGIL MECHANISM
As per the provisions of Section 177(9) of the Companies Act2013 the Company isrequired to establish a Vigil Mechanism for Directors and Employees to provide foradequate safeguards against victimization of the stakeholders and provide for directaccess to the Management.
The policy can be accessed on the Company's website www.hiltonmetal.com
13. 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 in thepreparation of annual accounts for the year ended on 31st March 2017 and confirm that: a.in the preparation of the annual accounts for financial year 2016-17 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 consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company at the end of the financial year and of theprofit and loss of the company for that period; c. the directors had taken proper andsufficient care for the maintenance of adequate accounting records in accordance with theprovisions of this Act for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities; d. the directors had prepared the annualaccounts on a going concern basis; e. the directors had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively; and f. the directors had devised proper systemsto ensure compliance with the provisions of all applicable laws and that such systems wereadequate and operating effectively.
14. INSIDER TRADING CODE
The Company has adopted a Code of Conduct for Regulating Monitoring and Reporting ofTrading by Insiders and Code of Conduct for fair disclosures pursuant to SEBI (Prohibitionof Insider Trading) Regulations 2015.
15. RISk MANAGEMENT
The Audit Committee has also been delegated the responsibility for monitoring andreviewing risk management assessment and minimization procedures developingimplementing and monitoring the risk management plan and identifying reviewing andmitigating all elements of risks which the Company may be exposed to. The Board alsoreviews the risk management assessment and minimization procedures
16. DETAILS ABOUT CSR COMMITTEE POLICIES IMPLEMENTATION AND INITIATIVES
The Company is not falling under the criteria as mentioned in the Section 135 of theCompanies Act 2013 and rules made thereof. Hence Formulation of CSR Committee andadopting a policy on CSR is not applicable to the Company.
17. REPORT ON CORPORATE GOVERNANCE
The Company has taken the requisite steps to comply with the recommendations concerningCorporate Governance. A separate statement on Corporate Governance together with acertificate from the auditors of the Company regarding compliance of conditions ofCorporate Governance as stipulated under SEBI (Listing Obligations and DisclosureRequirements) Regulations
2015 forms part of this Annual Report
a) STATUTORY AUDITORS AND THEIR REPORT:
The Board of Directors on the recommendation of the Audit Committee proposed the nameof R. Jaitlia & Co. Chartered Accountants Mumbai (Registration no. 117246W) to beappointed as Statutory Auditors of the Company in place of retiring auditors R K Chaudhary& Associates Chartered Accountants Mumbai (Registration No. 35487) to hold officefrom the conclusion of 12th Annual General Meeting until the conclusion of 16thAnnual General Meeting of the Company (subject to ratification of their appointment byMembers at every Annual General Meeting) subject to the approval of the members in theensuing 12th Annual General Meeting .
The Auditors' Report to the Shareholders for the year under review is annexed to thisReport and it does not contain any reservation qualification or adverse remark. Thecomments in the Auditors' Report read with notes to the accounts are self-explanatory. b) COSTAUDITORS AND THEIR REPORT:
Pursuant to Section 148 of the Companies Act2013 read with the Companies (Cost Recordsand Audit) Amendment Rules 2014 the cost audit records maintained by the Company arerequired to be audited.
As required under the Companies Act 2013 the appointment and remuneration payable tothe cost auditor is required to be placed before the Members in a General Meeting fortheir ratification. The appointment and remuneration payable to NNT
& Co. Cost Accountants is included in Item No.4 of the Notice convening the AnnualGeneral Meeting.
The cost audit report for the financialyear 31st March 2017 does not contain anyreservation qualification or adverse remark.
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 H P Sanghvi & Co. Practicing Company Secretaries (Membership No. 2259) forconducting Secretarial Audit of the Company for the financial year ended on March 31 2017The Secretarial Audit Report for the financial year ended 31st March 2017 isannexed herewith as Annexure III' to this Report.
As per the observation of Secretarial auditor :
i) The vacancy caused by the resignation of Chief Financial Officer shall be filled upby the Board at the meeting of the
Board of Directors within a period of six months from the date of such vacancy i.e by27th April2017. However the same was filled in by the Company on 25th May2017. The Company was trying to identify and appoint a suitable candidate whose presencecan benefit the Company in particular and the shareholders at large.
ii) Non filing of Foreign Liabilities and Assets return for the year ended March2017was due to lack of understanding of applicable provisions. The company will file the saidform as early as possible.
d) INTERNAL AUDIT AND THEIR REPORT:
Pursuant to the provisions of Section 138 of the Act read with the Companies(Accounts) Rules 2014 on the recommendation of the Audit Committee reappointed M/s VikasJindal & Associates as an Internal auditor of the Company. The Internal Auditorsubmits his reports on quarterly basis to the Audit Committee.
Based on the report of Internal audit management undertakes corrective action in theirrespective areas and thereby strengthens the controls.
19. INTERNAL FINANCIAL CONTROL
The Company has in place adequate internal financial controls with reference to thefinancial statements. The Audit Committee evaluates the efficiency and adequacy of thefinancial control system in the company and strives to maintain the standards in theInternal Financial Control.
PARTICULARS OF LOANS GUARANTEE AND INVESTMENTS:
The Company has not given any guarantee or advanced any loans pursuant to theprovisions of Section 186 of the Act. Details of investments made by the Company have beengiven in the notes of the Financial Statements.
PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All transactions entered into with related parties as defined under the Companies Act2013 and Reg 23 of SEBI (Listing Obligation & Disclosure Requirements)Regulation2015; during the financial year were in the ordinary course of business and onan arm's length pricing basis and do not attract the provisions of Section 188 of the Act.There were no materially significant with the related parties during the financialyearwhich were in conflict with the
Form AOC-2 is not required. Suitable disclosure as required by the Accounting Standard(AS 18) has been made in the notes to the Financial Statements.
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 year under review.
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"
PARTICULARS OF EMPLOYEES AND REMUNERATION:
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) Rules2014 is forming part of the Directors' Reportfor the year ended 31st March 2017 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) Rules204 there are no employees drawing remuneration in excess of the limits set out in thesaid rules.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN
The Company has zero tolerance towards sexual harassment at the workplace and hencehas formulated Sexual Harassment Policy which is available on Company's intranet portaland is accessible to all the employees of the Company. During the year under review hasnot received any complaints of sexual harassment.
21. 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
(Listing Obligation and Disclosure Requirements) Regulation2015 and various statutoryauthorities on quarterly basis in the
22. 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 or andcompany's operation in future.
Your Directors would like to express their sincere appreciation of the positiveCo-operation received from the Governments and bankers. The Directors also wish to placeon record their deep sense of appreciation for the commitment displayed by all executivesofficers workers and staff of the company resulting in the successful performance duringthe year.
The Board also takes this opportunity to express its deep gratitude for the continuedco operation and support received from its valued shareholders. The Directors expresstheir special thanks to Mr. Yuvraj Malhotra Chairman and Managing Director for hisuntiring efforts for the progress of the Company.
| ||For and on behalf of the Board of Directors |
| ||Sd/- |
| ||Yuvraj Malhotra |
|Place: Mumbai ||Chairman & Managing Director |
|Dated:11/08/2017 ||DIN:00225156 |