Hilton Metal Forging Ltd Directors Report.

To

The Members

Hilton Metal Forging Limited

Your Directors have pleasure in presenting the Fourteenth Annual Report together with the Audited Statements of Accounts and the Auditors Report of your Company for the Financial 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 Companys performance for the FY under the review has 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 Year 2019.

4. DIVIDEND

To conserve the resources, your Directors have not recommended any dividend for the FY 2018-2019.

5. PUBLIC DEPOSITS

During the FY under review, the Company has not accepted any deposits from the public and as such, there are no outstanding deposits within the purview of section 73 of the Companies 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 Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), the declared dividends, which remains unpaid or unclaimed for a period of 7 (seven) years from the date of its transfer to unpaid dividend account is required to be transferred by the Company to Investor Education and Protection Fund (IEPF).

Accordingly, during the year, the 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. The list of equity shareholders whose shares are transferred to IEPF can be accessed on the website of the Company.

The shareholders of the Company who have not received or encashed their dividend for the financial years as mentioned below, are requested to claim the unpaid / unclaimed dividend 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 41,731 28-09-2019
2 2012-13 30.09.2013 59,404 28-09-2020
3 2013-14 27.09.2014 46,383 25-09-2021
4 2014-15 30.09.2015 68,632 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 COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT

No material changes and commitments, which could affect the Companys financial position, 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 Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 (as amended), 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-Executive Directors in accordance with the requirements of the Act read with SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

During the FY under review, the following change took place in the composition of the Board:

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, Managing Directorofthe Company, will retire by rotation at the ensuing Annual General Meeting in pursuance of Section 152 of the Act and being eligible, and offers himself for re-appointment. The Board recommends his re-appointment.

Mr. Sanjay Jain, Non-Executive Independent Director of the Company is seeking re-appointment for second term of 5 (five) years to hold office upto the date of Annual General Meeting for the financial year 2023-24. Based on the recommendation of Nomination and Remuneration Committee, his re-appointment for second term is proposed at the ensuing AGM for the approval of Members by way of special resolution. The Board recommends his re-appointment.

Mr. Sandeep Shah, Mr. Prithivish Mundraand Ms. Nikita Moradia were appointed as Additional Independent Directors of the Company w.e.f 15th May 2019, 5th August 2019 and 6th August 2019 respectively upto the date of ensuing Annual General Meeting. The Board have 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 section 149 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 and Disclosure Requirements) Regulations, 2015, brief resume of the Directors proposed to be appointed/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 the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Key Managerial Personnel of the Company as on 31st March 2019 are Mr. Yuvraj Malhotra, Managing Director, Ms. Yashika Malhotra, Chief Financial Officer and Ms. Labdhi Shah, Company Secretary & Compliance Officer.

During the FY under review, Mr. Sajan Motwani has tendered his resignation from the post of Company Secretary & Compliance Officer w.e.f 12th November 2018. The Directors at their meeting held on 8th February, 2019 appointed Ms. Labdhi Shah as the "Company Secretary & Compliance Officer" of the Company w.e.f. 31st January 2019, pursuant to Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

b) Declaration by Independent Director(s)

All Independent Directors have given their respective declarations that they meetthe criteria 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 a separate meeting of Independent Directors was convened during the year under review. The details of meetings of the Board are provided in the Report on Corporate Governance that forms part of this Annual Report. The maximum interval between 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 (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, the directors individually, as well as the evaluation of the working of its Committees.

At the meeting of the Board all the relevant factors, that are material for evaluating the performance of individual Directors, the Board and its various committees were discussed in detail. Various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, execution and performance of specific duties, obligations and governance etc. were taken into consideration.

A separate exercise was carried out to evaluate the performance of individual Directors, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the independent Directors was carried out by the entire Board.

The performance evaluation of the Chairman and non-independent Directors was also carried 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 of the Act. The Board supervises the execution of its responsibilities by the Committees and is responsible for their action. The statutorily mandated committees constituted under the provisions of the Act and Listing Regulations are Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. The composition, terms of reference and other such necessary details of these Board level committees are as under. A detailed note on the composition of Board and its committees is provided in the Corporate Governance Report forming part of this Annual Report.

Pursuant to the Provision of Section 178 of the companies act 2013 and Regulation 19 of Listing Regulation and on recommendation of the Nomination and Remuneration Committee, the Board of Directors has adopted a policy on Criteria for Selection and Appointment of Directors, Senior Management Personnel and their remuneration. Nomination and Remuneration policy is applicable to all Directors, Key Managerial Personnel (KMP), Senior Management team and other employees of the Company and the same has been annexed to this Report and marked as "Annexure-ll" and is also available on the Companys Website www.hiltonmetal.com.

11. VIGIL MECHANISM

As per the provisions of Section 177(9) of the Companies Act, 2013 the Company has formulated Whistle Blower Policy and is required to establish a vigil mechanism for Directors and Employees. The Whistle Blower Policy can be accessed on the Companys website www.hiltonmetal.com.

12. DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors acknowledge the responsibility for ensuring compliance with the provisions of Section 134(3) (c) read with Section 134(5) of the Companies Act, 2013 in the 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 applicable accounting 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 and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 the company and that such internal financial controls are adequate and were operating effectively; and

f. the directors had devised proper systems to ensure compliance with the provisions of all 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 formulated and adopted the revised "Code of Conduct to regulate, monitor and report trading by designated 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 set framework, rules and procedures which all concerned persons should follow, while trading in listed or proposed to be listed securities of the Company. During the year, the Company has also adopted the Code of Practice and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("the Code") in line with the SEBI (Prohibition of Insider Trading) Amendment Regulations, 2018 and formulated a Policy for determination of ‘legitimate purposes as a part of the Code. The Code also includes policy and procedures 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 Companys website www.hiltonmetal.com.

14. RISK MANAGEMENT

The Company implemented an integrated risk management approach though which it reviews and assesses significant risks on a regular basis to ensure that a robust system on risk controls and mitigation is in place. Senior management periodically reviews this risk management 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 an integral part of this Annual Report. Certificate from the Auditors of the Company confirming compliance of conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to the report on Corporate Governance.

17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report for the year unde review, forms an integral part of this Annual Report.

18. AUDITORS

a) STATUTORY AUDITORS AND THEIR REPORT:

M/s. Anil Bansal & Associates, Chartered Accountants, has been appointed as statutory auditors of the Companby the shareholders of the Company from the conclusion of 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 their appointment, if made, would be within the prescribed limits U/S 141 of the Companies Act, 2013 and the Rules framed thereunder.

The observations and comments given by the Auditors in their report read together with notes to Accounts are self explanatory and hence do not call for any further comments under section 134 of the Companies Act, 2013. Further the Auditors Report for the financial year ended, 31st March, 2019 is annexed herewith 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 (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company are 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 the Financial year 2019-20.

As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor forms 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 (Appointment and Remuneration of Managerial Personnel) Rules, 2014, (as amended) the Company has appointed Shreya Shah, Practicing Company Secretaries (Membership No. 39409) forconducting Secretarial Audit of the Company forthe financial yearended on March 31,2019.

The Secretarial Audit Report for the financial yearended 31st March, 2019 is annexed herewith as ‘Annexure III to this Report. In his Report the Secretarial Auditor has observed that following:

i. Non-filing of Foreign Liabilities and Assets return forthe yearended March, 2019

Directors Comments:

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 claimed for the continuous period of seven years by any shareholders, to the I EPF authority within the prescribed time limits under to Section 124 of the Companies Act, 2013 read with rules framed thereunder

Directors Comments:

The compliance with the said provisions were inadvertently missed out which was complied with on later date.

iii. Audit Committee Meeting was convened on 12th November, 2018 with the presence of only one independent director as against the requirements of atleast two independent directors as prescribed under Regulation 18(2)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Directors Comments:

Mr. Harmohindar Singh Dhingra, then Chairman of Audit committee could not attend the aforesaid committee meeting since he was travelling to treat his severe health issues. Mr. Dhingra subsequently retired from the directorship and chairmanship of the Committee w.e.f. 15th May, 2019. The Audit Committee was then duly reconstituted by the Board at their meeting held on 26th July, 2019 by appointing Mr. Prithivish Mundra, Independent Director, 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., Chartered Accountants 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 reported any fraud as specified under Section 143(12) of the Companies Act, 2013 to the Audit Committee.

19. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls system, commensurate with the size, scale and complexity of its operation. The scope and authority of the Internal Audit function is well defined. The Internal Auditor reports to the Chairman of the Audit Committee. Based on the report of internal audit, management undertakes corrective action in their respective areas and thereby strengthens the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee.

The Audit Committee evaluates the efficiency and adequacy of the financial control system in the company and strives to maintain the standards in the Internal Financial Control.

20. PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS

Pursuant to Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, disclosures on particulars relating to loans, advances and 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 Section 186 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 ordinary course of business and on arms length pricing basis and do not attract the provisions of Section 188 of the Act. There were no materially significant transactions with the related parties during the financial yearwhich were in conflict with the interest of the Company and hence, enclosing of 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.

22. SHARE CAPITAL:

The Company has neither issued any Sweat Equity Shares or Bonus shares nor have bought back any of its securities nor have provided any stock option scheme to the employees during 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 exchange earnings and outgo stipulated under section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure-IV".

24. PARTICULARS OF EMPLOYEES:

Disclosures pertaining to remuneration and other details are required under section 197(12) of the Act read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is forming part of the Directors Report for 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, there are 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, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has always believed in providing a safe and harassment free workplace for every individual working in the Companys premises through various practices and always endeavors to provide an environment that is free from discrimination. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological. The Company also ensures all allegations of sexual harassment are investigated and dealt with effectively and appropriately.

Your Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year ended March 31,2019, the Company has not received any complaints 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 or Tribunals impacting the going concern status and Companys operation in future.

26. STATUTORY COMPLIANCE

The Company has complied with all the statutory requirements. A declaration regarding compliance of the provisions of the various statutes is also made by the Managing Director. The Company ensures compliance of the Companies Act, 2013; SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and various statutory authorities on quarterly basis in the Board Meeting.

27. ACKNOWLEDGEMENTS:

The Board of Directors would like to express their sincere appreciation for the commitment, dedication and hard work done by the employees of the Company and the positive co-operation extended by Banks, Government Authorities, Customers and various other stakeholders. The Board also wishes to place on record their deep gratitude towards the shareholders 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