Hilton Metal Forging Limited
Your Directors have pleasure in presenting the Fifteenth Annual Report together withthe Audited Statements of Accounts and the Auditors Report of your Company for theFinancial Year (FY) ended 31st March 2020.
1. FINANCIAL HIGHLIGHTS
| || ||(Rs in Lakhs) |
|Particulars ||FY 2019-20 ||FY 2018-19 |
|Total Income ||10321.39 ||10133.37 |
|Total Expenses ||10150.62 ||9985.09 |
|Profit Before Tax ||170.77 ||148.28 |
|Provision for Tax ||-15.78 ||-6.77 |
|Profit After Tax ||154.99 ||155.05 |
During the FY under review the total revenue of the Company increased by 1.85% to Rs.10321.39 Lakhs (PY: Rs.
10133.37 Lakhs). The Profit after tax decreased by (PY: Rs. 155.05 Lakhs).0.03%to Rs.154.99 Lakhs
2. IMPACT OF COVID 19
In the last month of FY 2020 the COVID-19 pandemic developed rapidly into a globalcrisis forcing governments to enforce lock-downs of all economic activity causingsignificant disturbance and slowdown of economic activity and business operation of thecompanies by way of interruption in production supply chain disruption unavailabilityof personnel and closure / lockdown of production facilities.
Measures were taken to contain the spread of the virus including travel bansquarantines social distancing and closures of non-essential services etc. For theCompany the focus immediately shifted to ensuring the health and well-being of allemployees. As of March 31 2020 work from home was enabled for the employees to workremotely and securely.
Although there are uncertainties due to the pandemic The Company is confident tonavigate the challenges ahead and gain market share. The Management is closely analyzingand monitoring the situation and getting prepared to emerge stronger in the longer term.
3. CHANGE IN NATURE OF BUSINESS
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 ACT 2013
The Company has not transferred any amount to General Reserves for the FY 2019-2020.
To conserve the resources your Directors have not recommended any dividend for the FY2019-2020.
6. 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.
7. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY
The Company does not have any Subsidiary Joint Venture or Associate Company.
8. TRANSFER OF UNPAID AND UNCLAIMED DIVIDEND TO INVESTOR EDUCATION ANDPROTECTION 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) Rules 2016 (IEPF Rules) thedeclared dividends which remains unpaid or unclaimed for a period of 7 (seven) years fromthe date of its transfer to unpaid dividend account is required to be transferred by theCompany to Investor Education and Protection Fund (IEPF). Accordingly during the yearthe Company has transferred the unpaid or unclaimed dividend for the period of 7 (seven)years from the date they became due for payment alongwith the shares thereof to IEPF. Thelist of equity shareholders whose shares are transferred to IEPF can be accessed on thewebsite 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 2012-13 ||30-09-2013 ||59204 ||06-11-2020 |
|2 2013-14 ||27-09-2014 ||46134 ||03-11-2021 |
|3 2014-15 ||30-09-2015 ||68632 ||06-11-2022 |
|4 2015-16 ||NA ||- ||- |
|5 2016-17 ||NA ||- ||- |
|6 2017-18 ||NA ||- ||- |
|7 2018-19 ||NA ||- ||- |
9. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIALSTATEMENT
RELATES 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
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 and marked as
11. DIRECTORS AND KEY MANAGERIAL PERSONNELS a) Composition of Board and Key ManagerialPersonnel
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 changes took place inthe composition of the Board:
|Name of the Director ||Date of Appointment ||Date of Resignation |
|Mr. Sandeep Shah ||15th May 2019 ||- |
|Mr. Harmohindar Singh Dhingra ||29th March 2006 ||16th May 2019 |
|Mr. Prithivesh Mundra ||5th August 2019 ||- |
|Miss. Nikita Moradia ||6th August 2019 ||- |
|Mr. Rajiv Verma ||7th April 2016 ||11th November 2019 |
|Mrs. Diksha Malhotra ||25th March 2015 ||11th November 2019 |
Appointment/Re-appointment of Directors in AGM
In terms of provisions of the Companies Act 2013 Mr. Navraj Malhotra Whole TimeDirector of the 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.
The term of office of Mr. Yuvraj Malhotra as Chairman and Managing Director of theCompany has expired on 20th
July 2020. The Board on the recommendation of the Nomination and RemunerationCommittee have approved the re-appointment of Mr. Yuvraj Malhotra as the Chairman andManaging Director of the Company for a period of 3
(three) years with effect from 21st July 2020 subject to the approval of shareholdersat the ensuing AGM. The term of office of Mr. Navraj Malhotra as Whole-time Director ofthe Company has expired on 20th July 2020. The
Board on the recommendation of the Nomination and Remuneration Committee have approvedthe re-appointment of Mr. Navraj Malhotra as the Whole-time Director of the Company for aperiod of 3 (three) years with effect from 21st
July 2020 subject to the approval of shareholders at the ensuing AGM.
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 15th 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
2020 are Mr. Yuvraj Malhotra Managing Director and Mr. Saurabh Johri as ChiefExecutive Officer. During the FY under review our Company Secretary & ComplianceOfficer Ms. Labdhi Shah and Chief Financial Officer Ms. Yashika Malhotra has tenderedtheir Resignation from the post w.e.f 1st December 2019 & 12th February
The Company has appointed Ms. Richa Shah as Company Secretary and Compliance Officer ofthe Company w.e.f. 17th August 2020 and Mr. Siddharth Jain as Chief Financial Officer ofthe Company w.e.f. 24th August 2020.
b) Declaration by Independent Director(s)
The Company has receiveddeclarationsfromalltheIndependentDirectorsoftheCompanyaffirming compliance with thecriteria of independence laid under the provisions of Section 149(6) of the Act and underRegulation 16 (1) (b) of Listing Regulations.
c) Board Meetings
During the year under review the Company held Six Board Meetings and a separatemeeting of Independent Directors. The details of meetings of the Board are provided in theReport on Corporate Governance that forms part of this Annual Report. The maximum intervalbetween any two meetings did not exceed 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 relevantfactors that are material for evaluating the performance of individual Directors theBoard and its various committees were discussed in detail. Various aspects of the Board'sfunctioning such as adequacy of the composition of the Board and its Committees executionand performance of specific duties obligations and governance etc. were taken intoconsideration.
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.
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 provided inthe Corporate Governance 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-II" and is also available on the Company's Websitewww.hiltonmetal.com.
12. 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.
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 2020 and confirm that: a. in the preparation of the annual accounts forfinancial year 2019-20 the applicable accounting standards had been followed and thereare no material departures from the same; b. the directors had selected such accountingpolicies and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of thecompany at the end of the financial year and of the profit of the company for that period;c. the directors had taken proper and sufficientcare for the with the provisions of thisAct for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities; d. the directors had prepared the annual accounts on a going concernbasis; 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 theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
14. 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.
15. 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.
16. DETAILS ABOUT CSR COMMITTEE POLICIES IMPLEMENTATION AND INITIATIVES
Provisions of Section 135 of Companies Act 2013 are not applicable to the Company.
17. 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 Company confirming compliance of conditions ofCorporate Governance as stipulated under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is attached to the report on Corporate Governance.
18. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34 of the Listing Regulations the Management Discussion andAnalysis Report for the year under review forms an integral part of this Annual Report.
19. AUDITORS a) STATUTORY AUDITORS AND THEIR REPORT:
M/s. Anil Bansal & Associates Chartered Accountants has been appointed asstatutory auditors of the Company by the shareholders of the Company from the conclusionof 13th 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 Auditorsin their report read together with notes to Accounts are self explanatory and hence do notcall for any further comments under section 134 of the Companies Act 2013 except theremark as stated below:
Non-appointment of Chief Financial Officer and full-time Company Secretary as requiredunder section 203 of the
The Company has shortlisted Company Secretary in the Month of February 2020 who was tojoin from the month of
May 2020 to fill in the vacancy caused after the resignation of Company Secretary inthe month of November 2019.
However due to lock down consequent to Covid-19 Pandemic the selected candidate hasdelayed in joining and thus the appointment was made on 17th August 2020.
In case of Chief Financial Officer the Company has resumed interview process of thecandidates to fill in the vacancy caused after the resignation of Chief Financial Officerin the month of February 2020. However due to lock down consequent to Covid-19 Pandemicthe delay was caused in shortlisting the right candidate and the said vacancy was filledon 24th August 2020.
Further the Auditors' Report for the financial year ended 31st March 2020 is annexedherewith for your kind perusal and information.
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 Ms. NikitaTalati Cost Accountants as the Cost Auditor of the Company for conducting the Cost Auditfor the Financial year 2020-21.
As required under the Companies Act 2013 the remuneration payable to the Cost Auditorforms part of the Notice convening the 15th Annual General Meeting. c) SECRETARIALAUDITOR 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 Ms. Shreya Shah Practicing
Company Secretary (Membership No. 39409) for conducting Secretarial Audit of theCompany for the financial year ended on 31st March 2020.
The Secretarial Audit Report for the financial year ended 31st March 2020 is annexedherewith and marked as
Annexure III' to this Report. In the Report the Secretarial Auditor hasobserved that following: i. Non-Appointment of Qualified Company Secretary as KeyManagerial Personnel and Compliance Officer as wellasNon-AppointmentofChiefFinancialOfficeras Key Managerial Personnel pursuant to Section203 of the
Companies Act and rules framed thereunder
The Company has shortlisted Company Secretary in the Month of February 2020 who was tojoin from the month of May 2020 to fill in the vacancy caused after the resignation ofCompany Secretary in the month of
November 2019. However due to lock down consequent to Covid-19 Pandemic the selectedcandidate has delayed in joining and thus the appointment was made on 17th August 2020.
In case of Chief Financial Officer the Company has resumed interview process of thecandidates to fill in the vacancy caused after the resignation of Chief Financial Officerin the month of February 2020. However due to lock down consequent to Covid-19 Pandemicthe delay was caused in shortlisting the right candidate and the said vacancy was filledon 24th August 2020. ii. Non-filing of Foreign Liabilities and Assets return for the yearended 31st March 2020
Directors are of the view that the said provisions are not applicable. iii. Delay infurnishing prior intimation of Meeting of Board of Directors held to approve quarterlyfinancial results for quarter ended 30th June 2019 in accordance with Regulation 29 (2) ofSEBI (LODR) 2015
Delay in intimation was caused due to preponement of the scheduled meeting at very lastmoment due to unavailability of the Statutory Auditors to remain present at the appointeddate of the meeting necessitating the
Company to prepone the Meeting. The Company submitted requisite clarifications to thestock exchanges in this regard and paid penal fees under SEBI SOP guidelines. v. Followingdetails in accordance of Schedule V of SEBI (LODR) 2015 are not incorporated in theAnnual Report for FY 18-19:
(i) Clause (1)(i) "significant change in Key Financial Ratios" and Clause(1)(j) "change in Return on Networth" of Part "B" "ManagementDiscussion and Analysis"; and (ii) Clause (2)(h)-"A chart or a matrix settingout the skills /expertise /competence of the board of directors" and Clause (9)(q)"list of all credit ratings obtained by the entity" of Part "C"-Corporate Governance Report Directors Comments: Required details were inadvertently missedout in the Annual Report for FY 18-19 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 arereviewed 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 identifiedor reportedany fraud as specified under
Section 143(12) of the Companies Act 2013 to the Audit Committee.
20. 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 Audit Committee. Based on the report of internal audit managementundertakes corrective action in their respective areas and therebystrengthensthecontrols.Significantaudit observations and corrective actions thereon arepresented to the Audit Committee.
The Audit Committee evaluates the efficiencyand adequacy of the maintain the standardsin the Internal Financial Control.
21. 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 2020 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.
22. 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 year which 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.
23. 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.
24. 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 and marked as"Annexure-IV"
25. 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 2020 and is attached to this Report and marked as"Annexure V" In terms of the provisions of Section 197(12) of the Act read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagementPersonnel) Rules 204 there are no employees drawing remuneration in excess of the limitsset out in the said rules.
26. 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 (Prevention Prohibition and Redressal) Act2013. During the financial year ended 31st March 2020 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.
Compliance with Secretarial Standards
During the year under review the Company has complied with all the applicablemandatory Secretarial Standards.
27. APPRECIATION & ACKNOWLEDGEMENTS:
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 wish 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 |
| ||Chairman & Managing Director |
| ||DIN: 00225156 |
|Place: Mumbai || |
|Date: 31st August 2020 || |