To,
The Members
Hilton Metal Forging Limited
Your Directors have pleasure in presenting the Eighteenth Annual Report together with
the Audited Financial Statements for the Financial Year (FY) ended 31st March,
2023.
1. FINANCIAL HIGHLIGHTS
(Rs in Lakhs)
| Particulars |
FY 2022-23 |
FY 2021-22 |
| Total Income |
10,539.30 |
8,418.99 |
| Total Expenses |
9,835.85 |
8,534.58 |
| Profit Before Tax |
703.45 |
(249.81) |
| Provision for Tax |
117.47 |
(426.02) |
| Profit After Tax |
585.97 |
176.21 |
2. COMPANYS PERFORMANCE REVIEW
During the year under review, the total turnover of the Company increased to Rs.
10,482.95 Lakhs (PY: Rs. 8,413.97 Lakhs). During the year under review, Profit after Tax
(PAT) was recorded at Rs. 585.97 Lakhs (PY: Rs. 176.21 Lakhs).
3. CHANGE IN NATURE OF BUSINESS
There was no change in the 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 during the FY under
review.
5. DIVIDEND
Your Directors have not recommended any dividend for FY 2022-23.
6. 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 ("the
Act") and Investor Education and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016 (IEPF Rules), the declared dividends, which remain 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 it 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 at
https://www.hiltonmetal.com/ announcements/
7. 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
Act, and rules made thereunder.
8. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY
The Company does not have any Subsidiary, Joint Venture or Associate Company.
9. 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
except allotment of 27,00,000 warrants fully convertible into equivalent number of Equity
Shares of the Company on 4th April, 2023, to Promoters, Promoter group and
Persons belonging to Non-Promoter public category, on preferential basis.
10. ANNUAL RETURN
The Annual Return pursuant to Section 92(3) read with Section 134(3)(a) of the Act is
available on Companys website at https://www.hiltonmetal.com/annual/
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL a) Composition of Board and Key Managerial
Personnel
The Board is constituted in accordance with the requirements of the Act read with SEBI
(Listing Obligation and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations").
During the year under review, there has been no change in the Composition of the Board.
Appointment/Re-appointment of Directors in AGM
In terms of provisions of the Act, Mr. Yuvraj Malhotra, Chairman and Managing Director
of the Company, will retire by rotation at the ensuing Annual General Meeting in pursuance
of Section 152 of the Act and being eligible, offers himself for re-appointment. The Board
recommends his re-appointment.
As stipulated under Regulation 36(3) of the Listing Regulations, brief resume of the
Directors proposed to be appointed/re-appointed is given in the Notice convening the 18th
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, Mr. Yuvraj
Malhotra, Managing Director, Mr. Siddharth Jain, Chief Financial Officer and Ms. Richa
Shah, Company Secretary are the Key Managerial Personnel of the Company as on 31st
March 2023.
b) Declaration by Independent Director(s)
The Company has received declarations from all the Independent Directors
oftheCompanyaffirming compliance with the criteria of independence laid under the
provisions of Section 149(6) of the Act and under Regulation 16 (1) (b) of Listing
Regulations.
c) Board Meetings
During the year under review, the Company held Ten Board Meetings and a separate
meeting of Independent Directors. 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 the gap prescribed under the Act.
d) Performance Evaluation of the Board
Pursuant to the provisions of the Act, and Regulation 17 of Listing Regulations, 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 the 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 provided in
the Corporate Governance Report forming part of this Annual Report.
f) Nomination and Remuneration policy
Pursuant to the Provision of Section 178 of the Act and Regulation 19 of Listing
Regulations 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 is available on the Companys Website at
https://www.hiltonmetal. com/corporate-governance/
g) Vigil Mechanism
As per the provisions of Section 177(9) of the Act, 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 at
https://www.hiltonmetal.com/corporate-governance/
12. DIRECTORS RESPONSIBILITY STATEMENT:
The Board of Directors acknowledges the responsibility for ensuring compliance with the
provisions of Section 134(3) (c) read with Section 134(5) of the Act, in the preparation
of annual accounts for the year ended on 31st March 2023 and confirm that:
a. in the preparation of the annual accounts, for financial year 2022-23, the
applicable accounting standards had been followed and there were 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 sufficientcare for the 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. CODE OF CONDUCT FOR 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 "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.
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. During the year under review,
the Code was amended in order to align it with the amended SEBI (Prohibition of Insider
Trading) Regulations, 2015. The Code of Conduct for prevention of Insider Trading is
available on Companys website https://www.hiltonmetal.com/corporate-governance/
The Company Secretary appointed serves as the Compliance Officer to ensure compliance
and effective implementation of the Insider Trading Code. Matters related to the insider
trading code are reported to the Audit Committee.
14. RISK MANAGEMENT
The Company implemented an integrated risk management approach through which it reviews
and assesses significant risks on a regular basis to ensure that a robust system of risk
controls and mitigation is in place. Senior management periodically reviews this risk
management framework to keep updated and address emerging challenges.
15. DETAILS ABOUT CSR COMMITTEE, POLICIES, IMPLEMENTATION, AND INITIATIVES
The provisions of Section 135 of the Act 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. confirming compliance of conditions of Corporate
Governance as Certificate stipulated under Listing Regulations 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 under review forms an integral part of this Annual Report.
18. AUDITORS
a) Statutory Auditors and their Report:
M/s. Anil Bansal & Associates, Chartered Accountants, were appointed as Statutory
Auditors of the Company by the shareholders of the Company at the Annual General Meeting
(AGM) held on 28th September, 2018, to hold office for a period of 5
consecutive years from the conclusion of 13th AGM till the conclusion of the 18th
AGM i.e. the ensuing AGM.
The Board recommends re-appointment of M/s. Anil Bansal & Associates as statutory
auditors of the Company, to hold office for a further period of 5 years starting from the
conclusion of the 18 th AGM till the Conclusion of 23rd AGM of the
Company to be held in the year 2028.
Further, the Auditors Report for the financial year ended, 31st March, 2023
is annexed herewith for your kind perusal and information.
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 Act.
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 the above, the Board had appointed Ms. Nikita
Talati of M/s. NNT & Co., Cost Accountants, as the Cost Auditor of the Company to
conduct the Cost Audit for the Financial year 2022-23.
The Board of Directors of the Company, on the recommendation of the Audit Committee,
has appointed Mr. Ritesh N. Talati of M/s. V. J. Talati & Co. as the Cost Auditors of
the Company to conduct the audit of cost records for the financial year 2023-24. Mr.
Ritesh N. Talati, being eligible, has consented to act as the Cost Auditors of the Company
for the financial year 2023-24. As required under the Companies Act, 2013, the
remuneration payable to the Cost
Auditor forms part of the Notice convening the 18th 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 Ms. Shreya Shah, Practicing Company Secretary (Membership No. 39409) for
conducting Secretarial Audit of the Company for the financial year ended on 31st
March, 2023.
The Secretarial Audit Report for the financial year ended 31st March, 2023
is annexed herewith and marked as ‘Annexure I to this Report. In the Report,
the Secretarial Auditor has observed the following: i. Rule 5(8) of the Investor Education
and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 - Delay
in filing e-Form IEPF-2 for registering Statement of Unclaimed and Unpaid dividend amounts
to be transferred to IEPF within the due date as prescribed under the Act and the rules
made thereunder.
Directors Comments:
Delay in filing was caused due to technical glitch on the IEPF portal. ii. Rule 7(3) of
the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016 - Delay in filing e-FormZNCA_IEPF5_VPR_PRD(OnlineVerificationReport)
post verification of e-Form IEPF-5 filed.
Directors Comments: Delay in filing was caused due to late receipt of RTA Report on
the claim made by the Investor in e-Form IEPF-5
Annual Secretarial Compliance Report
The Annual Secretarial Compliance Report for the Financial Year 2022-23 issued for all
applicable compliances as per SEBI Regulations and Circulars/Guidelines issued thereunder
by Ms. Shreya Shah has been submitted to the Stock Exchanges and is annexed and marked as ‘Annexure
II to this Report.
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 Auditors of the Company. The Internal Audit reports are
reviewed by the Audit Committee on a 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 Act 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.
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 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 Act read with the Companies (Meetings of Board and its
Powers) Rules, 2014, disclosures on particulars relating to investments as on 31st
March 2023 are given in the Notes to the Financial Statements. There are no loans given
guarantees issued, or securities provided by your Company in terms of Section 186 of the
Act, read with the Rules issued thereunder.
21. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
All transactions entered 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 oftheAct.Therewerenomateriallysignificanttransactions with the related parties during
the financial year which were in conflict with the interest of the Company and hence,
enclosing 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:
Increase in Authorised Share Capital
During the FY under review, pursuant to approval of Shareholders at the Annual General
Meeting of the Company held on 13th September, 2022, the Company increased its
Authorised Share Capital from Rs.15,00,00,000 (Rupees Fifteen Crores) divided into
1,50,00,000 (One Crore Fifty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each to
Rs.25,00,00,000 (Rupees Twenty-Five Crores) divided into 2,50,00,000 (Two Crores Fifty
Lakhs) Equity Shares of Rs.10/- (Rupees Ten Only) each.
Allotment of Equity Shares on Rights basis
During the FY under review, the Company allotted 60,00,000 Equity Shares of face value
of Rs. 10/- each, at a premium of Rs. 45/- per share on 22nd November, 2022,
pursuant to the Right issue.
Allotment of Equity Shares in lieu of and against conversion of warrants
During the FY under review, the Company allotted 25,56,984 Equity Shares to Nexia
International Private Limited, on Preferential Basis, at an issue price of Rs. 21.06/- per
share, in lieu of and against conversion of 25,56,984 warrants on 12th August,
2022.
Buy Back of Securities/ Sweat Equity/Employees Stock Option Plan
During the FY under review, the Company has neither issued any Sweat Equity Shares or
Bonus shares nor has bought back any of its securities nor have provided any stock option
scheme to the employees.
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 and marked as "Annexure-III".
24. PARTICULARS OF EMPLOYEES:
Disclosures pertaining to remuneration and other details as 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 are forming part of the Directors
Report for the year ended 31st March, 2023 and are attached to this Report and
marked as "Annexure IV". 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, 2014, 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 31st
March, 2023, the Company has not received any complaints of sexual harassment.
25. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016 (IBC, 2016) DURING THE YEAR ALONG WITH STATUS AT THE END OF THE
FINANCIAL YEAR
The Company has not made any application nor any proceeding is pending against the
company under IBC, 2016.
26. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS
ALONG WITH REASONS THEREOF
Since the Company has not entered into any One Time Settlement with Banks or Financial
Institutions, furnishing details in this regard, is not applicable.
27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS passed
by the regulators or courts or Tribunals impacting the going concern Therewere
nosignificant status and Companys operation in future.
28. STATUTORY COMPLIANCE
The Company has complied with all the statutory requirements. A declaration regarding
compliance with the provisions of the various statutes is also made by the Managing
Director. The Company ensures compliance with the Act, Listing Regulations and various
statutory authorities on a quarterly basis in the Board Meeting.
Compliance with Secretarial Standards
During the year under review, the Company has complied with all the applicable
mandatory Secretarial Standards.
29. APPRECIATION & 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 its deep gratitude towards the
shareholders for their continued support and confidence.
|
For and on behalf of the Board of Directors |
|
Yuvraj Malhotra |
| Place: Mumbai |
Chairman & Managing Director |
| Date: 2nd May, 2023 |
DIN: 00225156 |
+91-9892691696
