Him Teknoforge Ltd Directors Report.

To,

The Members,

Your Directors have pleasure in presenting the 49th Annual Report of the Company together with the audited accounts for the Financial Year ended March 31, 2020.

1. Financial summary or highlights/Performance of the Company

FINANCIAL RESULTS:

(Rupees in lakhs)

Particulars 2019-2020 2018-2019
Revenue from Operation 22311.27 32379.30
Add: Other Income 442.02 415.76
Total Income 22753.29 32795.06
Profit before Depreciation and Tax (PBDT) 1344.22 2145.20
Less: Depreciation & Amortisation 881.58 835.48
Profit before Tax before Exceptional Item 462.64 1309.72
Exceptional Item - 783.89
Profit before Tax (PBT) 462.64 2093.61
Less: Taxes
(a) Current Year Tax 72.00 356.75
(b) Tax Relating to Earlier Years (26.50) -
(c) Deferred Tax 92.51 (93.23)
Profit after Tax 324.63 1830.08
Dividend 10% 50%
Earnings per Share (Rs. 2/- each) (Basic & Diluted) 4.13 23.27

2. Dividend.

The Board of Directors of your company is pleased to recommend a dividend of Rs. 0.20/- per equity share of the face value of Rs. 2/-each (@ 10%), payable to those Shareholders whose names appear in the Register of Members as on the Book Closure.

3. Reserves.

No amount has been transferred to General Reserve.

4. Brief description of the Companys working during the year/State of Companys affair.

Total turnover during the year is Rs. 22311.27 Lakh (Previous Year Rs.32379.30 Lakh). We have made a Profit after depreciation and interest of Rs. 462.64 Lakh (Previous Year Profit of Rs. 2093.61 Lakh).

5. Change in the nature of business, if any.

There is no change in the nature of business during the financial year 2019-20.

6. Material changes and commitments, if any, affecting the Financial Position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this Report.

There have been no material changes and commitments, which affect the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

However, due to prevailing unprecedented circumstances occurred due novel corona virus (COVID-19) and in line with the directions and guidelines issued by the Government of India, our company had closed its various plants and offices as mentioned below from 24th March, 2020 till 8th May, 2020 in order to control the community transmission stage of Covid-19 disease:-

Plants:-

1. Gear Division, Village Billanwali, Baddi, Distt. Solan (Himachal Pradesh)

2. Manpura Unit, (Himachal Pradesh)

3. Unit IV-Baddi (Himachal Pradesh)

4. Pithampur Unit-I, (Madhya Pradesh)

5. Pithampur Unit-II, (Madhya Pradesh)

6. Gametha Unit, Vadodara (Gujarat)

7. Admin office: Sector 7C, Chandigarh

As a responsible corporate entity, we also believe that health & safety of all our people is of utmost concern and priority. Therefore, we have wholeheartedly extended our support and cooperation to the directions of the Government of India.

7. Details in respect of adequacy of internal financial controls with reference to the Financial Statements.

The Company has appointed internal auditor for adequacy of internal financial controls and your Board has taken adequate care for financial control.

8. Details of Subsidiary/Joint Ventures/Associate Companies.

Your Company has no Subsidiary/Joint Ventures/Associate Companies during the year.

9. Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement.

No details are given as your Company has no Subsidiary/Joint Ventures/Associate Companies during the year.

10. Deposits.

Your Company has not accepted any deposits from public during the year and there was no deposit at the beginning of the year. Therefore the detail relating to deposits, covered under Chapter V of the Act is not applicable.

11. Auditors.

Statutory Auditors:

M/S PRA ASSOCIATES (FRN: 2355N), Chartered Accountants, were appointed as the Auditors of the Company for the period of 5 (Five) years who shall hold the office as Auditor of the Company till 51st Annual General Meeting of the company to be held in the year 2022. The auditors are eligible to act as Auditors for the current Financial Year 2020-2021.

12. Internal Auditors:

M/s Anand Saklecha & Co. and M/s Jain Sachin & Associates, Chartered Accountants have been appointed as Internal Auditors of the Company for Indore Units and Gear Division, Baddi, Himachal Pradesh respectively in terms of Section 138 of the Companies Act, 2013 and rules & regulations, made thereunder, for the Financial Year 2020-21 by the Board of Directors in its meeting held on 29th July, 2020, upon recommendation of the Audit Committee.

The Board in its meeting held on 15th September, 2020 has appointed M/s JHS & Associates LLP and M/s Jain Sachin & Associates, Chartered Accountants as Internal Auditors for Vadodara Unit, Gujarat and Baddi Units, Himachal Pradesh respectively.

13. Auditors Report.

No qualification, reservation or adverse remark or disclaimer has been made by the Auditors in their Auditors Report for the year 2019-20.

14. Share Capital.

During the year under review, the Company has not issued any securities nor has granted any stock option or sweat equity.

15. Annual Return.

As per latest amendment in section 92 of the Companies Act, 2013, a copy of annual return will be displayed on Companys web site i.e. www.gagl.net after filing annual return on completion of ensuing Annual General Meeting with the Registrar of Companies within the time stipulated in said section 92 of Act.

16. Conservation of energy, technology absorption and foreign exchange earnings and outgo.

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are attached herewith (Annexure-A). 17. Corporate Social Responsibility (CSR).

The details on the CSR activities are enclosed as (Annexure-B). 18. Directors.

A) Changes in Directors and Key Managerial Personnel (KMP):

During the financial year 2019-2020 there was no change in Directors of the Company except Key Managerial Personnel:

Sr. Name of Key Managerial No. Personnel Designation Category Date of Appointment Date of Cessation
1. Ms. Snehal Atulkumar Chokshi Company Secretary KMP 01.06.2018 31.08.2019
2. Mr. Abhishek Misra Company Secretary & Compliance Officer Designated as Manager Secretarial and Legal KMP 13.11.2019 --

B) Declaration by an Independent Director(s):

Declarations by Mr. Rajendra Prasad Sinha, Mr. Ravikant Dhawan, Mr. Pradeep Kumar and Mr. Purshotam Lal Sharma, Independent Directors that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 have been given.

The Board of Directors declares that the Independent Directors Mr. Rajendra Prasad Sinha, Mr. Ravikant Dhawan, Mr. Pradeep Kumar and Mr. Purshotam Lal Sharma in the opinion of the Board are: a) persons of integrity and they possess relevant expertise and experience;

b) not a promoter of the Company or its holding, subsidiary or associate company;

c) not related to promoters or directors of the company, or its holding, subsidiary or associate company;

d) have/had no pecuniary relationship with the company, its holding or subsidiary or associate company or promoters or directors of the said companies during the two immediately preceding financial years or during the current financial year;

e) none of their relatives have or had pecuniary relationship or transactions with the company, its holding, subsidiary or associate company or promoters or directors of the said companies amounting to two percent or more of its gross turnover or total income or fifty lakh rupees whichever is lower during the two immediately preceding financial years or during the current financial year;

f ) neither they nor any of their relatives -i. hold or have held the position of a key managerial personnel or are or have been employees of the Company or its holding, subsidiary, associate company in any of the three financial years immediately preceding the current financial year. ii. are or had been employee or proprietor or a partner in any of the three financial years immediately preceding the current financial year of :

a) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company or b) any legal or consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten percent or more of gross turnover of the said firm;

iii) hold together with their relatives two percent or more of the total voting power of the company or

iv) is a Chief Executive or director of any non-profit organization that receives twenty-five percent or more of its receipts from the company, any of the promoters or directors of the company or its holding, subsidiary or associate company or that holds two percent or more of the total voting powers of the company; g) Possess qualifications prescribed in Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

The Ministry of Corporate Affairs vide Fifth Amendment in Companies (Appointment and Qualification of Directors) Rules, 2019 and subsequent amendments made therein from time to time has necessitated for Independent Directors to register themselves in Independent Directors Databank created by Indian Institute of Corporate Affairs to be continued as Independent Director and get the certificate of registration for getting eligible to continue or appointed as Independent Director.

That Independent Directors of the Company namely Mr. Rajendra Prasad Sinha, Mr. Ravikant Dhawan, Mr. Pradeep Kumar on the basis of their experience have been exempted from undergoing Independent Director Exam.

C) Formal Annual Evaluation.

The Company has devised a policy for performance evaluation of Independent Directors, Board, Committees and individual Directors which includes criteria for performance evaluation of executive directors and non-executive directors. The Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its committees. The Board of Directors has expressed their satisfaction with the evaluation process.

19. Meetings.

An agenda of Meetings is prepared and circulated in advance to the Directors. During this year, five (5) Board and four (4) Audit Committee Meetings, were convened and held, the details of which are given in the Corporate Governance Report.

The intervening gap between the Meetings was within the period prescribed under Companies Act, 2013 and the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with the erstwhile Listing Agreement.

Statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors has been given in the Corporate Governance Report.

20. Particulars of loans, guarantees or investments under section 186.

The Company has not given loans or guarantee or made an investment during the financial year 2019-2020.

21. Particulars of contracts or arrangements with related parties.

Particulars of contracts or arrangements with related parties are given in Form AOC-2 enclosed as (Annexure-C).

22. Managerial Remuneration.

Disclosures pursuant to section 197(12) of the Companies Act, 2013 read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed herewith (Annexure-D).

23. Secretarial Audit Report.

The Secretarial Audit Report pursuant to section 204(1) of the Companies Act, 2013 given by M/s. Dinesh Mehta & Co., Company Secretaries in practice is enclosed herewith (Annexure- E).

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

24. Corporate Governance Report.

The Company has been following the principles and practices of good Corporate Governance and has ensured compliance of the requirements stipulated under Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

A detailed report on Corporate Governance as required under Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is appended along with the certificate on Corporate Governance, issued by M/s. Dinesh Mehta & Co., Company Secretaries, Vadodara, Gujarat, the Secretarial Auditors, confirming the compliance of conditions on Corporate Governance forms part of the Board Report with (Annexure-F).

25. Management Discussion and Analysis Report.

A report on Management Discussion and Analysis, as required in terms of Regulation 34(2) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this Report and it deals with the Business Operations and Financial Performance, Research & Development, Expansion & Diversification, Risk Management, Marketing Strategy, Safety & Environment, Human Resource Development, etc is enclosed (Annexure - G).

26. Risk Management.

The Management has put in place adequate and effective system and man power for the purposes of risk management. In the opinion of the Board, there are no risks which would threaten the existence of the Company.

27. Directors Responsibility Statement.

Your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

(a) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) that 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) that 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) that the directors had prepared the annual accounts on a going concern basis; (e) that 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) that 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.

28. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder. All employees (permanent, contractual, temporary, trainees) are covered under the said policy. Internal Complaints Committee has also been set up to redress complaints received on sexual harassment.

During the financial year under review, the committee of all units has not received any complaints of sexual harassment from any of the women employee of the Company.

29. Investor Education and Protection Fund.

Pursuant to the provisions of Section 124(5) the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central Government, after the completion of seven (7) years. Consequently, your Company has transferred Rs.11,27,500/- during the year to the Investor Education and Protection Fund, lying with it for a period of seven years pertaining to year 2011-12.

30. Cost Audit.

M/s. S. K. Jain & Co. Cost Accountants, were appointed with the approval of the Board to carry out the cost audit for F.Y. 2019-20. Based on the recommendation of the Audit Committee, M/s. S. K. Jain & Co., Cost Accountants, being eligible, have also been appointed by the Board as the Cost Auditors for F.Y. 2020-21.

The Company has received a letter from them to the effect that their appointment would be within the limits prescribed under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for such appointment within the meaning of Section 141 of the Companies Act, 2013.

The remuneration to be paid to M/s. S.K. Jain & Co., for F.Y. 2020-2021 is subject to ratification by the shareholders at the ensuing AGM. Cost records as specified by the Central Government under Sub-Section (1) of Section 148 of the Companies Act, 2013 are made and maintained by the Company.

31. Acknowledgements.

The Board of Directors gratefully acknowledge the assistance and co-operation received from the Banks and Financial Institutions and all other statutory and non-statutory agencies for their co-operation.

The Board of Directors also wish to place on record their gratitude and appreciation to the members for their trust and confidence shown in the Company.

The Board of Directors would like to especially thank all the employees of the Company for their dedication and loyalty.

For and on Behalf of Board
Sd/-
Vijay Aggarwal
Dated : 15.09.2020 Chairman
Place: Baddi DIN: 00094141