The Members HMT Limited Bengaluru Dear Members
The Board of Directors has pleasure in presenting the 68th Annual Report onthe Business & Operations of your Company and Annual Accounts of the Company for theyear 2020-21 along with the Auditors' Report. The Comments of the Comptroller &Auditor General of India are attached to this Report.
Financial summary or highlights/Performance of the Company (Standalone)
|Particulars ||2020-21 ||2019-20 |
|Gross Revenue from || || |
|Continuing Operations ||2346 ||2613 |
|Other Income ||6510 ||4331 |
|Total Income ||8856 ||6944 |
|Profit Before Depreciation || || |
|and Finance Costs ||5090 ||2833 |
|Depreciation ||202 ||27 |
|Gross Profit/(Loss) ||4888 ||2806 |
|Finance Cost ||1730 ||2 |
|Net profit before exceptional || || |
|Items ||3158 ||2804 |
|Add: Exceptional Items ||- ||- |
|Net Profit before Tax ||3158 ||2804 |
|Provision for Tax ||409 ||- |
|Net ProfitAfter Tax ||2749 ||2804 |
|Profit/Loss from discontinued || || |
|operations ||- ||22014 |
|Net Profit/(Loss) for the year ||2749 ||24818 |
|Other Comprehensive || || |
|Income ||(135) ||(440) |
|Total Comprehensive Income ||2614 ||24378 |
Company's main business portfolios included product range of Food Processing Machines.The Company recorded a Production of Rs. 15.39 Crore as against Rs.20.99 Crore in theprevious year and Sales of Rs.18.91 Crore compared to Rs.22.02 Crore in the previousyear.
|Year ||2020-21 ||2019-20 |
|Production ||15.39 ||20.99 |
|Sales ||18.91 ||22.02 |
The total turnover of the Company for the year 2020-21 stands at Rs. 23.46 Crore asagainst Rs.26.13 Crore during 2019-20. The Profit Before Tax during the year
2020-21 is Rs. 31.58 Crore as against Rs.28.04 Crore in the previous year.
HMT Group along with its Subsidiaries achieved an aggregate production of Rs. 176.59Crore. Revenue from the operations reported as Rs. 203.89 Crore for the year 2020-21against Rs. 260.30 Crore of previous year. HMT Group has incurred a loss of Rs. 110.03Crore in the current year against a profit of Rs. 147.31 Crore during the previous year.
Dairy Processing Equipment Market
The growth of food processing industry is fuelling the demand for equipment for thesector. The Indian food processing market has the presence of most of the global equipmentmanufacturing companies. The market has a promising growth potential due to severalfactors including the rising production and consumption of milk and other dairy productsalong with increased automation in dairy product manufacturing.
Dairy processing equipment performs various operations in modern dairy farms. Some ofthese operations include storing filtering pasteurizing and homogenizing raw milk.Dairy processing equipment can also conduct a wide range of dairy-related processesranging from chilling raw milk cream separation and packaging to producing processedbeverages cultured products concentrates and powders. In recent years the demand fordairy processing equipment has increased as it helps in reducing manual labour loweringthe processing time and improving the overall plant efficiency.
India has been the leading producer and consumer of dairy products worldwide since 1998with a sustained growth in the availability of milk and milk products. Dairy activitiesform an essential part of the rural Indian economy serving as an important source ofemployment and income. India also has the largest bovine population in the world. Howeverthe milk production per animal is significantly low as compared to the other major dairyproducers. Moreover nearly all of the dairy produce in India is consumed domesticallywith the majority of it being sold as fluid milk. Therefore the Indian dairy industryholds tremendous potential for value-addition and overall development. According to thelatest report by IMARC Group titled "Dairy Industry in India 2021 Edition: MarketSize Growth Prices Segments Cooperatives Private Dairies Procurement andDistribution" the dairy market in India reached a value of INR 11357 Billion in2020.
Along with offering profitable business opportunities the dairy industry in Indiaserves as a tool of socioeconomic development. Keeping this in view the Government ofIndia has introducedopportunities for the various schemes and initiatives aimed at thedevelopment of the dairy sector in the country. Further the Indian dairy market isexpected to exhibit strong growth during the next five years. Our Company is exploring allopportunities to tap the potential.
Machine Tools Market
The engineering sector is the largest of the industrial sectors in India. It accountsfor 27% of the total factories in the industrial sectors and represents 63% of the overallforeign collaborations. India's engineering sector has witnessed a remarkable growth overthe last few years driven by increased investment in infrastructure and industrialproduction. The engineering sector being closely associated with the manufacturing andinfrastructure sectors is of strategic importance to India's economy.
The machine tool market in India has the potential to grow by USD 1.9 billion during2020-2024 and the market's growth momentum will accelerate at a CAGR of 12.78%.
The production of machine tools has been influenced by their demand across theautomotive industrial and transportation machinery. Moreover suppliers are focusing onthe digital transformation of the machinery owing to the shift of the era fromconventional to CNC machines & further to multitasking machine. This transformation isthe result of the demand for high productivity high quality and reduced cycle timeacross the end-user industry with Industry 4.0 implementation along with robotics andautomation.
The machine tool industry now needs to intensify its R&D initiatives andmanufacture products that user industries are looking for and which can also be soldglobally. Vibrant manufacturing is vital for the country's growth and the measuresannounced in the economic package will provide much-needed liquidity for industriespromote local manufacturing spur demand and help them steer away from uncertainties.
Development and proliferation of automation robotics artificial intelligence machinelearning and control solutions are presenting significant manufacturing industry.
While government is stressing on a self-reliant India machine tool industry needs tocontinue working with new and emerging sectors such as healthcare and medical equipmentinfrastructure aerospace defence food processing agricultural machinery and equipmenttextile machinery railways power electronics and others.
Some of the major projects supported by the Government of India to create investmentopportunities in Indian machine tools sector are as follows:
Make in India' is a programme designed by the
Government of India to facilitate investment foster innovation enhance skilldevelopment protect intellectual property and improve the manufacturing infrastructure inthe country. One of the primary objectives of this initiative is to attract investmentsfrom around the world and strengthen India's manufacturing sector. It will directly impactthe machine tools industry as the industry is at the core of manufacturing. India's visionto emerge as a global manufacturing hub is closely linked to its capability in machinetools. The machine tool industry will play a significant in making the Make inIndia' initiative successful.
The government is also planning large projects to enhance the infrastructure in tier 2cities that will directly involve the metal forming segment of the machine tool industry.Under the Make in India' initiative the Government of India aims to increase theshare of manufacturing sector to 25% by 2022 and create 100 Mn new jobs by 2022.
The machine tools sector is included in the
National Capital Goods Policy that aims at making the Indian capital goods sectorcompetitive globally. The policy will consider the major capital goods sub-sectors such asmachine tools textile machinery earthmoving and mining machinery heavy electricalequipment plastic machinery process plant equipment dies moulds and press toolsprinting and packaging machinery and food processing machinery as priority sectors to bedeveloped under the 'Make in India' initiative.
Mini Tool Room and Training Centre Scheme
Government of India has planned to assist the state governments to set up MiniTool Room' and training centres to meet the growing demand of machine tools and dies inthe country especially in the MSME sector.
IMPACT OF COVID-19 ON HMT LIMITED & SUBSIDIARIES
HMT being a manufacturer of Capital Goods the impact of COVID 19 has beenconsiderable. The impact is on three fronts
User sectors of HMT Products deferred their investments based on the economicsituation. This had an impact on the performance of the Company.
Issues with Imports
The machines manufactured by the Company have an imported content of around 40% byvalue. For items like
CNC Controllers and Drives Spindle Bearings Linear Motion Guides etc. there are nodomestic manufacturers and have to depend on imports. The manufacturers are also facingsimilar problems due to the pandemic in their countries. The schedules for receipt ofitems have got postponed which in turn has affected the sales performance of the Company.
HMT (International) has secured orders for international projects some of which are inthe final stages. Due to the restrictions on international travel HMT was not able todepute their personnel for completion. Further in some cases customer's representativesare to visit our units for training /pre dispatch inspection which also did not happen dueto ban on international travel.
The Authorized Equity Share Capital of the Company is Rs.1230 Crore and paid-up equityShare Capital is Rs. 355.60 Crore (355601640 equity shares of Rs. 10/- each fully paidup).
The Company has not accepted any deposits from the public and hence there is noviolation of Chapter V of Companies Act 2013 and the corresponding rules made thereunder.
In view of the operating conditions of the Company the Board has decided not topropose any dividend to the shareholders
DISCLOSUREASPERTHESEXUALHARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013
During the Financial year 2020-21 the Company has not received any complaints ofSexual Harassment and no cases are pending.
There was no incident of fraud reported during the year under review.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Board level CSR Committee was constituted on 12th August 2019. The composition ofthe CSR Committee is provided in the Corporate Governance Report. The CSR policy is placedon the website of the Company https://www.hmtindia.com/policies/.
The average net profits of the Company during the three immediately preceding financialyears is Rs.760 Lakhs as such the Company is required to spend at least two per cent ofRs.760 Lakhs i.e. Rs.15.2 Lakhs on CSR activities during the FY2020-21 as per theprovisions of section 135 (5) of the Companies Act 2013.
The CSR activities undertaken by the Company during the Financial Year 2020-21 isprovided as Annexure-1 in the format prescribed in the Companies (Corporate SocialResponsibility Policy) Rules 2014 and amendments.
ENTERPRISE RISK MANAGEMENT
In terms of section 134 (3) (n) of the Companies Act 2013 & the SEBI (LODR)Regulations 2015 the Company has formulated a "Risk Management Policy" which isplaced on the Company's website https://www. hmtindia.com/policies/.
Subsequent to the FY2020-21 the Board of Directors of the Company has constituted theRisk Management Committee of the Board on 12.07.2021 in line with the SEBI (LODR)Regulations 2015.
PARTICULARS OF EMPLOYEES
No employees of the Company received remuneration in excess of the limits prescribedunder Section 197 read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 during the Financial Year 2020-21.
SUBSIDIARY COMPANIES HMT Machine Tools Limited
The Subsidiary achieved Sales of Rs. 166.19 Crore against Rs. 176.23 Crore and attainedProduction of Rs. 161.20 Crore as against Rs. 213.42 Crore in the previous year. Net lossreported is Rs. 132.79 Crore during the year 2020-21 against reported loss of Rs. 98.72Crore in previous year.
HMT (International) Limited
The Subsidiary achieved a turnover of Rs. 19.83 Crore during the year 2020-21 asagainst Rs. 67.15 Crore recorded in the previous year 2019-20. Continuing the trend ofachieving profits Subsidiary reported Profit
Before Tax (PBT) of Rs. 1.20 Crore against Rs. 3.88 Crore reported in previous year.
SUBSIDIARIES UNDER CLOSURE
As per the CCEA decision the operations of the subsidiaries namely HMT Watches LtdHMT Chinar Watches Ltd and HMT Bearings Ltd have been closed. There has been no productionduring the year. Revenue achieved has been on account of sales/transfer of movable assetsof these Subsidiaries. During the year
Profit after Tax reported by HMT Watches Limited is Rs.2.70 Crore. HMT Bearings Limited(upto 16-12-2020) and HMT Chinar Watches Ltd (upto 6-8-2020) have incurred a net loss ofRs. 0.08 Crore and Rs 0.11 Crore respectively during the year.
HMT Chinar Watches Limited a wholly owned subsidiary has been approved for voluntaryliquidation on March 25 2019 under section 59 of Insolvency and Bankruptcy code 2016(IBC 2016). After completion of closure compliances Insolvency Professional (IP)appointed for the purpose has remitted the final dividend of Rs. 609.28 Lakhs and theShare Capital of Rs. 166.01 Lakhs to HMT Limited. Audited Financials as at August 6 2020along with the petition has been submitted before Hon'ble National Company Law TribunalChandigarh on August 26 2020 for dissolution of M/s. HMT Chinar Watches Limited in termsof section 59 of the Insolvency and Bankruptcy Code 2016 read with the Insolvency andBankruptcy Board of India (Voluntary Liquidation Process) Regulation 2017 and waitingfurther directions from Hon'ble NCLT.
HMT Bearings Limited a Subsidiary has submitted petition under section 271-272 of theCompanies Act 2013 before Hon'ble National Company Law Tribunal Hyderabad on 19.06.2020for voluntary winding up of the Company. Hon'ble NCLT Hyderabad vide its order dated16.12.2020 allowed petition and passed order for winding up of HMT Bearings Limited andalso appointed Shri. Sai Ramesh Kanuparthi Insolvency Professional (IP) from Hyderabadto act as Company Liquidator for the purpose. The Insolvency Professional has initiatedthe winding up proceeding.
ASSOCIATE /JOINT VENTURE COMPANY SUDMO-HMT Process Engineers (India) Ltd.
This Joint Venture Company could not transact any business during the year underreview. For the financial year 2020-21 this Company incurred Net Loss of Rs. 0.06Lakhs.
Gujarat State Machine Tools Corporation Ltd.
This Joint Venture Company between HMT and GIIC Ltd has discontinued its operationssince long. It is therefore proposed to divest from this Associate Company jointly withthe JV Partner. The process of disinvestment from this Company is under consideration bythe Company in consultation with the JV Partner.
Salient features of the financial statement of subsidiaries/ associate companies/jointventures are provided in Form AOC-1 as Annexure -2.
INDIAN ACCOUNTING STANDARDS
As required under Companies (Indian Accounting
Standard) Rules 2015 (Notification No. 111(E) dated
16.02.2015 issued by Ministry of Corporate Affairs) the Company has prepared thefinancial statements in accordance with Indian Accounting Standards (Ind AS) with effectfrom financial year 2016-17.
REDUCTION IN SHARE CAPITAL
Hon'ble National Company Law Tribunal (NCLT) vide its Order dated 16.10.2018 hasconfirmed/ approved reduction in share capital of the Company from Rs.1204.09 Crores toRs.355.60 Crores by reduction of 848490000 Equity Shares of Rs.10/- each held by Presidentof India (as per the Cabinet Approval). Registrar of Companies Karnataka (ROC) hasregistered the NCLT order on 17.11.2018 and issued "Certificate of Registrationconfirming the Reduction of Share
Capital of HMT Ltd". However the process of reduction of share capital in therecords of Stock Exchanges Depositories is pending for procedural compliances which areunder process in consultation with Registrar and Share Transfer Agent ("RTA").The shareholding of President of India is 279566626 of Rs.10/- each equivalent to 78.62%shareholding in the Company as against 1128056626 equity share of Rs.10/- each shown asper RTA records. Hence there is a difference between Paid up Share Capital of the Companyas per Audited Financial Statements and Shareholding Pattern provided by RTA
CONSOLIDATED FINANCIAL STATEMENTS
As required under the Companies Act 2013 and SEBI (LODR) Regulation 2015 ConsolidatedFinancial Statements of the Company along with that of the
Subsidiaries for the financial year 2020-21 conforming to the applicable AccountingStandards are attached to this Report along with the Auditors' Report on the same.
The financial information of each of the subsidiary companies has been furnished aspart of the Consolidated Balance Sheet of the Company. Separate audited accounts of thesubsidiary Companies will be made available upon request by any member of the Companyinterested in obtaining the same. The annual accounts and other information of each of thesubsidiary companies will be available for inspection by any member at the registeredoffice of the Company & in company's website www.hmtindia.com.
Information in accordance with the Companies Act 2013 read with the Companies(Particulars of Employees) Rules 1975 as amended is NIL for the year 2020-21. Theemployee strength of the Company (HMT Limited) as on March 31 2021 stood at 80Nos.comprising of various categories of employees in manufacturing plants and otheroffices.
The number of employees on the rolls of the Company as on March 31 2021 in SC/STEx-servicemen Physically Handicapped and Women Employee Categories etc. is detailedbelow:
|Scheduled Castes ||14 |
|Scheduled Tribes ||02 |
|Other Backward Classes ||15 |
|Ex-Servicemen ||01 |
|Persons with Disabilities ||02 |
|Women employees ||16 |
|Minorities ||05 |
The overall Industrial Relations situation in the Company during the year remainedcordial.
IMPLEMENTATION OF OFFICIAL LANGUAGE
Continuous efforts are being made by the Company towards implementation of the OfficialLanguage Act
Rules & Policy as per the directives of the Government to enhance the levels ofusage of Official Language in the Company. The Official Language Implementation
Committee has been constituted in all the Units of the Company and its Subsidiariesincluding the Corporate
Office at Bengaluru to monitor implementation of the Official Language Act RulesPolicy etc. which meets at regular intervals in every quarter.
In order to propagate the usage of Hindi as Official
Language "HINDI DIWAS/HINDI FORTNIGHT" was observed during the month ofSeptember 2020. Various competitions in Hindi such as Chitrakatha
Impromptu Speech Official Language Quiz Hindi Song
Competition were organized during Hindi Fortnight and participants were awarded prizesduring the grand Hindi Day celebration in the Company. A workshop was also organizedduring the above period for Hindi Typing. The Hindi Word of the day is displayed inprominent place in the Company and Hindi Newspapers are being procured on daily basis topropagate the usage of official Language among employees. The Officers/ employees of theCompany regularly take part in the meetings/ programs Online webinars Hindi MonthCelebration of the Town Official Language Implementation Committee
(TOLIC). The Company regularly take part in the meetings Workshop Online webinarsorganized by
Town Official Language Implementation Committee
(TOLIC). The Employees of the Company participated in the Joint Hindi Month Celebratedof TOLIC during August 2020 and also contributed by their Poem Article in the DeepikaHindi Magazine Published by the TOLIC (Undertaking) Bengaluru.
Reporting on the progress of Hindi proliferation in the Company is being doneperiodically on Rajabhasha Vibhag portal.
The Chief Vigilance Officer appointed by the government of India heads the corporatevigilance Department of the company. Presently the post of Chief Vigilance Officer isvacant and Department of Heavy Industry vide its order No. 5(47)/2010-P.E.X dated06.12.2019 has assigned the charge of CVO HMT Limited to Shri Vidya Bhushan Kumar CVOBEML Bangalore. The term of current CVO got expired on December 11 2020.
The Corporate Vigilance Department carries out vigilance function in the HoldingCompany as well as Subsidiary Companies. Vigilance function in the manufacturing Units andMarketing Offices are looked after by Vigilance Officers under the guidance of ChiefVigilance Officer.
All the Unit Vigilance Officers send their monthly
Vigilance/Inspection Reports and Surprise Inspection reports to CVO. Reports soreceived are scrutinized at
CVO Office for further action. Unit Vigilance Officers also verify Annual PropertyReturns submitted by the employees of the Unit.
Apart from regular inspections by Unit Vigilance Officers
CVO conducts CTE (Chief Technical Examiner at CVC) type surprise and regularinspections of high value purchase/contracts and systems by visiting various subsidiariesand Units.
Violations of rules and procedures observed during the inspection of files byCVO/DCVO/Unit VOs were recorded and depending upon the seriousness of the deviationsfurther actions are taken. Unit Vigilance
Officers are advised to discuss deviations noticed by them during their inspection; inthe quarterly Vigilance
Workshop and advice the concerned officers that the violations of rules and procedurespointed out by the Vigilance Department should not be repeated.
Emphasis was laid on preventive vigilance by striving towards strict adherence to allrules and procedures and all norms of transparency in tendering process. Some of thesystems put in place by the company are:
1. Open tenders and high value limited tenders are uploaded in www.eprocure.gov.in.
2. Publishing details regarding all purchase orders / contracts concluded during themonth and above the threshold value (presently Rs 5.00 lakhs). This is generallyimplemented by all units.
3. Application form for vendor registration along with list of items required bydifferent Units of HMT Limited and Subsidiaries are made available on Company Website soas to enable the interested vendors to download the application form and submit the sameto the Unit of their choice.
4. Registered with Treds' (Trade Receivables
Discounting Systems) for better MSME payment process.
5. Initiative of tech platform to enhance technical expertise and capability throughexchange of knowledge experience for overall techno economic propose.
6. Efforts are being made to adopt E- Procurement process of procurement.
7. Emphasis is made towards adopting E payment mode for release of payment to suppliersand contractors. Necessary direction is issued to achieve compliance level of 80%.Presently in many units the compliance level is more than 40%.
8. Management is being persuaded to adopt integrity Pact. The matter was taken up inthe 326th meeting of Board of Directors of HMTL held on 8.6.2017 and thedecision of the board was "Adoption of Integrity pact in HMT Limited andsubsidiary companies and authorized the chairman and managing Director of the company todecide the basis for adoption of integrity pact and to do necessary acts and things as maybe required for implementation of integrity pact and to inform the from the Auditor asBoard"
9. Recommended on Allotment of township quarters to be made online and implementationis in progress.
10. Quarterly vigilance workshops were organized at all manufacturing units to enhancethe level of vigilance awareness among the employees and other stakeholders. 11. Effortsare made for effective implementation and usage of GEM' by Training and Awareness tothe departments.
12. Awareness initiatives on Vigilance to fight corruption in the organization havebeen uncalculated efficiently.
13. Vigilance Awareness Week 2020 with the theme "Vigilant India Prosperous India(Satark Bharat Samriddh Bharat)" was observed in all Units and
Offices of HMT Limited and Subsidiary Companies as per the guidelines of CVC.
The number of inspections including surprise inspections carried out by CVC and UnitVigilance Officers along with the number of property returns scrutinized between April2020 to March 2021 is tabulated below: -
|Inspection ||Total carried out between April 2020-March 2021 (by Unit Vigilance Officers) |
|Periodic Inspection of Purchase Files ||1348 |
|Surprise Inspection ||298 |
|Scrutiny of Annual Property Returns ||577 |
MANAGEMENT DISCUSSION AND ANALYSIS
A Report on Management Discussion and Analysis is appended to this Report separately asAnnexure-3.
Pursuant to Regulation 34 of the SEBI (LODR) Regulation 2015 a Report on theCorporate Governance is appended as Annexure-4 to this Report along with the
INFORMATION REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO
Particulars in respect of conservation of energy technology absorption and foreignexchange earnings and outgo as required under the Companies (Disclosures of Particulars)Rules 1988 are appended as Annexure-6
DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(C) of the Companies Act 2013:
? that in the preparation of the annual financial statements for the year ended31.03.2021 the applicable accounting standards has been followed along with properexplanation relating to material departures;
? that such accounting policies have been selected and applied consistently andjudgments and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company at the end of the financial yearand of the profit and loss of the
Company for the year ended on that date;
? that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
? that the annual financial statements have been prepared on a going concern basis;
? that proper internal financial controls were in place and are adequate and wereoperating effectively;
? that proper systems to ensure compliance with the provisions of all applicable lawswere in place and were adequate and operating effectively;
? Since the overall performance of the Company is evaluated against the annual MoUtargets set by the Department of Public Enterprises (DPE) no specific criteria is laiddown for the evaluation of Board and of its Committees and the individual Directors. Sinceyour Company being a Central Public Sector Enterprise (CPSE) the personnel policies andguidelines issued by DPE are being adopted in line with other CPSEs. Accordingly yourCompany has not formulated any separate policy in respect of appointment or evaluation ofsenior management and key managerial personnel.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act 2013 the Companyhas placed a copy of the Annual Return as at March 31 2021 on its website athttps://www.hmtindia.com/annual-general-meeting/.By virtue of amendment to Section 92(3)of the Companies Act 2013 the Company is not required to provide extract of AnnualReturn (Form MGT-9) as part of the Board's report.
M/s. S.S.B & Associates Chartered Accountant Bengaluru were appointed asStatutory Auditors of the Company for the year 2020-21 by the Comptroller & AuditorGeneral of India. M/s. Modi & Agrawal Chartered Accountant was also appointed asBranch Auditor for the Food Processing Machinery Division Aurangabad of the Company.
Replies to the observations by the Statutory Auditors in their Report are given by wayof an addendum to this Report as Annexure-7
SECRETARIAL AUDIT REPORT
In terms of Section 204 of the Companies Act 2013 and rules made thereunder theCompany has appointed M/s.S.Kedarnath & Associates Practicing Company Secretary toundertake the Secretarial Audit of the Company for the year 2020-21. The report of theSecretarial Auditor is appended as Annexure-8 to this report. The reply toobservations of Secretarial Auditor is attached as addendum to Director's report as
BUSINESS RESPONSIBILITY REPORT
The Company's Business Responsibility Report for the year 2020-21 is appended as Annexure-10to this report.
BOARD MEETINGS AND CHANGE IN DIRECTORS/KEY MANAGERIAL PERSONNEL
During the financial year Four Board meetings were held and the details are given inCorporate Governance Report.
Shri. Amit Varadan Joint Secretary Ministry of Heavy
Industries was appointed as Part time Official Director on the Board of HMT Limitedwith effect from 1st September 2020 until further orders vice Shri. PravinAgrawalJoint Secretary.
Ms. Sujata SharmaSr. Economic Adviser Ministry of
Heavy Industries was appointed as Part time Official
Director on the Board of HMT Limited with effect from 30th September 2020 untilfurther orders vice Shri. Amit Varadan Joint Secretary.
Except as stated above there are no other changes to the composition of Board ofDirectors of the Company during the financial year.
Subsequent to the financial year Shri. Jeetendra Singh Joint Secretary Ministry ofHeavy Industries was appointed as Part time Official Director on the Board of HMT Limitedwith effect from 18th June 2021 until further orders vice Smt. Sujata Sharma Sr.Economic Adviser Ministry of Heavy Industries.
Shri. S. Girish Kumar ceases to be Chairman & Managing Director of the Company uponattaining the age of superannuation w.e.f. 31.07.2021. of compliance of the Shri. S.Girish Kumar Chairman & Managing Director of the Company was holding the AdditionalCharge of the post of Director (Finance) HMT Limited upto 31.07.2021.
Ministry of Heavy Industries vide its order dated 30th July 2021 has conveyed theapproval of the Competent Authority for entrusting the additional charge of the post ofChairman & Managing Director of HMT Limited to Shri. A.K. Jain Executive DirectorBharat Heavy Electricals Limited Electronic Division Bengaluru for a period of sixmonths w.e.f. 01.08.2021 to 31.01.2022 or until further order whichever is earlier.
Shri Jeetendra Singh (DIN:09207792) and Shri. A.K.Jain (DIN: 09262984) are proposed forappointment as Directors in terms of Article 67(4) of the Article of Association of theCompany read with Section 160 of the Companies Act 2013 in the ensuing Annual GeneralMeeting for which a notice has been received from the Member.
Shri. Shashank Priya Director retires by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for reappointment. The Board recommends hisre-appointment.
Shri. S Girish Kumar Chairman and Managing Director
Ms. Kamna Mehta Chief Financial Officer and Shri.
Kishor Kumar S Company Secretary are the KMP's as defined under Section 2 (51) of theCompanies Act 2013 as on 31.03.2021.
DECLARATION FROM INDEPENDENT DIRECTOR
As per section 149(7) of the Companies Act 2013 During the FY2020-21 the Company hasreceived declaration from Smt. Neera Tomar Shri. R.Vishweshwar Bhat & Shri. RamjiLal Independent Directors of the Company. Independent Directors of the Company haveregistered themselves with Independent Directors databank in compliance with Companies(Creation and Maintenance of database of Independent Directors) Rules 2019 and
Companies (Appointment and Qualification of Directors)
Fifth Amendment Rules 2019.
CODE OF CONDUCT
A declaration by the Chairman & Managing Director for having obtained affirmation
Code of Conduct by the Board Member (s) and Senior Management for the year ended March31 2021 is appended to this report as Annexure-11.
INTERNAL FINANCIAL CONTROLS
With reference to financial statements the Company has in place adequate internalfinancial controls. A detailed note with respect to Internal Financial controls is givenin the Management Discussion and Analysis Report.
EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS
There are no Material changes and commitments affecting the financial position of thecompany which have occurred between 31st March 2021 and date of signing of thisReport.
RELATED PARTY TRANSACTIONS
The details of related party transactions are given in the notes to the FinancialStatements.
All Related Party Transactions entered into during the year were in Ordinary Course ofthe Business and at Arm's Lengthand material orders have been passed basis. No MaterialRelated Party Transactions i.e. transactions exceeding 10% of the annual consolidatedturnover as per the last audited financial statement were entered into during the year byyour Company. Accordingly the disclosure of Related Party Transactions as required underSection 134(3) (h) of the Companies Act 2013 in Form AOC-2 is not applicable.
PARTICULARS OF LOANS GUARANTEES & INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIMESETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIALINSTITUTIONS ALONG WITH THE REASONS THEREOF
There are no instances of one-time settlement during the financial year 2020-21.
STATUS ON COMPLIANCE WITH THE INSOLVENCY & BANKRUPTCY CODE 2016
There are no applications made or any proceeding pending against the Company underInsolvency
& Bankruptcy Code 2016 (31 of 2016) during the financial year 2020-21.
The Register of Members and Share Transfer records both in respect of the shares heldin physical and depository form are maintained by M/s. KFin Technologies Pvt. Ltd theRegistrars & Share Transfer Agents of the Company.
No significant by any Regulator(s) or Court(s) or Tribunal(s) impacting the goingconcern status and Company's operations in future As on 31st March 2021 no amount isrequired to be transferred to Investor Education and Protection Fund (IEPF).
Your Directors gratefully acknowledge and are thankful to the various Departments andMinistries in the Government of India particularly the Ministry of Heavy IndustryMinistry of Corporate Affairs Comptroller and Auditor General of India PrincipalDirector-Commercial Audit Statutory and Branch Auditors various State GovernmentsForeign Collaborators the Subsidiary Companies Suppliers Reserve Bank of India UCOBank and the valued Customers of the Company both in India and abroad for their continuedco-operation and patronage.
Your Directors would also like to take this opportunity to express their appreciationfor the hard work and sincere contributions and commitment of all the HMT employees andlook forward to their continued services in pursuit of building a world class HMT.
| ||For and on behalf of the Board of Directors |
|Place: Bengaluru ||(A.K. Jain) |
|Date: 04.10.2021 ||Chairman & Managing Director |
| ||(Addl. Charge) |