Your Directors have great pleasure in presenting the 61st Annual Report together withthe Audited Annual Accounts of the Company for the financial year ending 31 st March 2019.
The performance of the Company for the financial year ended 31 st March 2019 issummarized below:
| ||2018-2019 ||2017-2018 |
|Profit before Interest Depreciation & Tax ||3114.69 ||3321.61 |
|Less; || || |
|Financial Costs ||1082.26 ||972.95 |
|Depreciation and Amortization expense ||763.39 ||793.09 |
|Provision for Tax ||447.64 ||603.48 |
|Deferred Tax ||31.95 ||(12.10) |
|Profit for the year ||789.45 ||964.19 |
|Other Comprehensive Income (Net of tax) ||3.53 ||28.86 |
|Total Comprehensive Income for the year ||792.98 ||993.05 |
NATURE OF BUSINESS
Hindustan Tin Works Ltd. is one of the leading manufacturer and exporter of highperformance cans printed sheets and related components to consumer marketing companiesin India and abroad. It is one of the leading and established Company in Metal PackagingIndustry.
We are keenly conscious of the emerging opportunities in the can-manufacturing sectorin India as well as abroad. During the year under review there was no change in nature ofthe business of the Company.
Your Directors are pleased to recommend a dividend @ Rs. 1.00 per Equity Share (10%) onthe paid up capital of the Company for the year 2018-19 which if approved at theforthcoming AGM will be paid to all those Equity Shareholders whose names appear (i) AsBeneficial Owners as at the end of the business hours on 21st September 2019 as per thelist to be furnished by the depository in respect of the shares held in electronic formand (ii) As member in the Register of Members of the Company after giving effect to allvalid shares transfers in physical form lodged with the Company on or before 21 stSeptember 2019.
TRANSFER TO RESERVES
It is not proposed to transfer any amount to reserves out of the profits earned duringfinancial year 2018-19. OPERATIONS
Your Company could achieve revenue from operations (net of GST) of Rs.33635.7 7 lakhsas against the previous year's revenue from operations (net of excise duty) of Rs.31452.15 lakhs i.e. Increase of Rs. 2183.62 lakhs (6.94%). The export sale of the Companyhas been decreased from Rs. 7380.97 lakhs in previous year to Rs. 6775.52 lakhs in currentyear i.e. Decrease of Rs. 605.45 lakhs (8.20%).
Your Company has achieved total comprehensive income of Rs. 792.98 lakhs as against theprevious year of Rs. 993.05 lakhs i.e. Decrease of Rs. 200.07 lakhs (20.14 %).
SUBSIDIARY COMPANIES AND FINANCIAL STATEMENTS
Your Company does not have any subsidiaries and hence Form AOC-1 is not applicable.
In accordance with the provisions of Section 136 of the Companies Act 2013 theaudited financial statements and related information of the Company are available on thewebsite of the Company - www.hindustantin.biz.
In terms of the provisions of Section 152 of the Companies Act 2013 and Articles ofAssociation of the Company Mr. Sanjay Bhatia retires at the ensuing Annual General Meetingand being eligible has offered himself for reappointment.
The Board of Directors of the Company has a healthy blend of executive and nonexecutive Directors which ensures the desired level of independence in functioning anddecision making.
All the non executive Directors are eminent professional and bring in wealth ofexpertise and experience for directing the management of the Company.
During the year under review Mr. B. L. Khurana Independent Director/ Non ExecutiveDirector of the Company has resigned from the Board with effect from 26th May 2018.
Mr. Vijay Kumar Bhatia Whole Time Director/ Executive Director of the Company hasresigned from the Board of the Company w.e.f. 8th June 2019.
DECLARATION BY INDEPENDENT DIRECTORS
All the Independent Directors hold office for a fixed term of five years and are notliable to retire by rotation.
In accordance with Section 149(7) of the Companies Act 2013 each Independent Directorhas given a written declaration to the Company that he/she meets the criteria ofIndependence as mentioned under Section 149(6) of the Companies Act 2013 and SEBI ListingRegulations 2015.
Key Managerial Personnel
The following persons have been designated as Key Managerial Personnel (KMP) of theCompany pursuant to Section 2(51) and Section 203 of the Act read with the Rules framedthere under.
1. Mr. Vijay Kumar Bhatia Chairman*
2. Mr. Sanjay Bhatia Managing Director
3. Mr. Ashok Kumar Bhatia Whole-Time Director
4. Mr. p.p. Singh Whole-Time Director
5. Mr. Rajat Pathak Company Secretary
6. Mr. M.K. Mittal Chief Financial Officer
*None of the Key Managerial Personnel have resigned during the year under review exceptMr. Vijay Kumar Bhatia Whole Time Director/ Executive Director of the Company hasresigned from the Board of the Company w.e.f. 8th June 2019.
EVALUATION OF PERFORMANCE OF BOARD ITS COMMITTEES AND OF DIRECTORS
Pursuant to the provisions of the Companies Act 2013 and Listing Regulations 2015the Board carried out annual performance evaluation of its own performance its committeesand individual directors. The manner in which the performance evaluation was carried outis given in detail in the Corporate Governance Report annexed to this Report.
MEETINGS OF THE BOARD
During the year four meetings of the Board of Directors were held particulars ofattendance of directors at the said meetings are given in the report on CorporateGovernance Report which forms part of this Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134 (3) (c) of the Companies Act 2013 withrespect to directors' responsibility statement it is hereby confirmed that: -
(a) In the preparation of the Annual Accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any.
(b) The Directors have 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 as at 31 st March 2019 and of the profitof the Company for the year ended on that date.
(c) We had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.
(d) We had prepared the Annual Accounts on a going concern basis.
(e) We had laid down proper internal financial controls to be followed by the Companyand that such internal financial controls are adequate and were operating effectively and
(f) We had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A report in the form of Management Discussion and Analysis as per Part B of Schedule Vof Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 (Listing Regulations 2015) as a part of this report is annexed hereto as Annexure-I.
The Company has in place a Risk Management Policy which was reviewed by the AuditCommittee and approved by the Board of Directors of the Company. The Policy provides for arobust risk management framework to identify and assess risks such as operationalstrategic financial security property regulatory reputational and other risks and putin place an adequate risk management infrastructure capable of addressing these risks. TheAudit Committee of the Company also evaluates Internal financial controls and riskmanagement systems.
LOANS AND INVESTMENTS BY THE COMPANY
Details of loans and investments if any made by the Company are given in notes to thefinancial statements. DEPOSITS
During the year under review the company has not accepted any deposit under Section 76of the Companies Act 2013 read with Companies (Acceptance of Deposits) Rules 2014.
A report on Corporate Governance along with a certificate from the Statutory Auditorsof the Company detailing the compliance of Corporate Governance norms as enumerated inPart C of Schedule V of Regulation 34(3) of Listing Regulations 2015 with the StockExchanges is annexed as Annexure - II.
CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGERIAL PERSONNEL
The Company has laid down a code of conduct for the Board Members and Senior ManagerialPersonnel of the Company. All Board Members and Senior Managerial Personnel have affirmedcompliance with the Code of Conduct for the year 2018-2019. A declaration signed by Mr.Sanjay Bhatia Managing Director as to the
compliance of the Code of Conduct by the Board Members and Senior Managerial personnelhas been placed before the Board at its meeting held on 13th August 2019 is enclosed asAnnexure-'ll.
The Company has in place a whistle blower policy to support the Code of BusinessEthics. This policy documents the Company's commitment to maintain an open workenvironment in which employees consultants and contractors are able to report instancesof unethical or undesirable conduct actual or suspected fraud or any violation ofCompany's Code of Business Ethics at a significantly senior level without any fear ofrejection. Individuals can raise their concerns by an e-mail or telephone or directinteraction or by a letter to the Chairman of the Audit Committee of the Company. ThePolicy on vigil mechanism and whistler blower policy may be accessed on the Company'swebsite at the link: http://hindustantin.biz/Uploads/lnvester/165lnvr_Vigil_Mechanism_Policy. pdf and it duly forms a part of corporate governance.
The CEO and Chief Financial Officer (CFO) have furnished to the Board in its meetingheld on 29th May 2019 a certificate with regard to the financial statements and othermatters of the Company as on 31 st March 2019 as required under Part B of Schedule II ofRegulation 17 (8) of Listing Regulations 2015.
No material penalty or stricture was imposed on the Company by any statutory authorityfor non-compliance on matter related to capital markets during the last three years.
The Company is complying with all the mandatory requirements of the Listing Regulationsof Stock Exchanges on 'Corporate Governance'.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators/or Courts whichwould impact the going concern status of the Company and its future operations.
Messrs Mukesh Raj & Co Chartered Accountants (Firm Registration No. 016693N)were appointed as Statutory Auditors of the Company at the 59th Annual General Meetingheld on 27th September 2017 for a period of five consecutive years from the conclusionof the 59th Annual General Meeting until the conclusion of the 64th Annual GeneralMeeting subject to ratification by Members of the Company at every Annual General Meetingto be held thereafter.
The requirement of seeking ratification of the members for continuance of StatutoryAuditors appointment has been withdrawn consequent upon the changes made by the Companies(Amendment) Act 2017 w.e.f. May 72018. Hence the resolution seeking ratification of themembers for their appointment is not being placed at the ensuing Annual General Meeting.
The Auditors' Report to the Members on the Accounts of the Company for the year endedMarch 312019 is a part of the Annual Report. The said Audit Report does not contain anyqualification reservation or adverse remark. During the year the Auditors had notreported any matter under Section 143( 12) of the Act therefore no detail is required tobe disclosed under Section 134(3)(ca) of the Act.
The Company has appointed Messrs K.S. Bhatnagar & Associates Cost Accountants forconducting cost audit of the Company for the financial year ending 31 st March 2020. Forthe financial year 2017-18 the Cost Auditor has duly filed the Cost Audit Report as perdetails below:-
|Financial year ||Due date of filing ||Date of filing |
|2017-18 ||20.10.2018 ||18.10.2018 |