Him Teknoforge Ltd Directors Report

To,

The Members,

Your Director?s have pleasure in presenting the Fifty Third Annual Report of the Company together with the audited accounts for the Financial Year ended March 31, 2024.

1. Financial summary or highlights/ Performance of the Company

FINANCIALRESULTS: ( Rupees inlakhs)

Particulars	2023-24	2022-23
Revenue from Operation	37342.86	40645.80
Add: Other Income	249.26	626.32
Total Income	37592.12	41272.12
Profit before Depreciation and Tax (PBDT)	1941.6	2584.06
Less: Depreciation & Amortisation	(971.14)	(936.47)
Profit Before Tax before Exceptional Item	970.46	1647.59
Exceptional Item	-	(92.68)
Profit Before Tax (PBT)	970.46	1554.91
Less: Taxes
(a) Current Year Tax	41.67	382.00
(b) Tax Relating to Earlier Years	-	4.90
(c) Deferred Tax	217.62	99.92
Profit After Tax	711.17	1068.09
Dividend	20%	20%
Earnings per Shares (Rs. 2/- each) (Basic & Diluted)	9.04	13.58

2. Dividend.

Your Board had declared final dividend @ Rs. 0.40(INR Forty Paisa Only) per equity share (i.e.20%) of Rs. 2 for the financial year 2022-23 as per recommendation of the Board of Directors at the annual general meeting of the Company held on 29 September, 2023.

The Board of Directors of your company is pleased to recommend a dividend of Rs. 0.40/- per equity share of the face value of Rs.2/-each (@ 20%), payable to those Shareholders whose names appear in the Register of Members as on the cut-off date i.e 23.09.2024.

3. Reserves.

Your Board does not propose to carry to any reserves for the financial year 2023-24.

4. Brief description of the Company?s working during the year/

State of Company?saffair.

Total turnover during the year is Rs. 37342.86 Lakh (Previous Year Rs. 40645.80 Lakh). We have made a Profit after tax of Rs. 711.17 Lakh (Previous Year Profit of Rs. 1068.09 Lakh).

5. Change in the nature of business, ifany.

There is no change in the nature of business during the financial year 2023-2024.

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 the 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.

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

No significant or courts or tribunals impacting the going concern status and company?s operations in future during the financial year and or subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report.

8. 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.

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

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

10. 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.

11. 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.

12. Auditors.

Statutory Auditors:

The present statutory auditor M/s. PRA ASSOCIATES, Chartered Accountants has been appointed for the Second Term for a period five years pursuant to the provisions of section 139 of the

Companies Act 2013 at the AGM held on 29th September, 2022 and is eligible to act as statutory auditor for the current financial year

13. Internal Auditors:

For the year 2023-2024, the Board has appointed M/s Anand Saklecha & Co., M/s S. LAL BANSAL & CO. and M/s JHS & Associates Chartered Accountants as Internal Auditors of the Company for Indore Units, Madhya Pradesh, Gear Division, Manpura Unit & Unit-IV, Baddi, Himachal Pradesh and Vadodara Unit, Gujarat respectively in terms of Section 138 of the Companies Act, 2013 and rules & regulations, made there under, For the Financial Year 2024-2025 by the Board of Directors, on recommendation of the Audit Committee has appointed, M/s S. LAL BANSAL & CO. and M/s JHS & Associates Chartered Accountants as Internal Auditors of the Company, Gear Division, Manpura Unit & Unit-IV, Baddi, Himachal Pradesh and Vadodara Unit, Gujarat respectively vide Board Meeting Dated 10.02.2024 and M/s CA A S Raghuvanshi & Co on recommendation of audit committee for Indore Units, Madhya Pradesh for Indore Units, Madhya Pradesh vide Board meeting Dated 30.05.2024 in terms of Section 138 of the Companies Act, 2013 and rules & regulations, made there under.

14. Auditors? Report.

No qualification, reservation or adverse remark or disclaimer has been made by the Auditors in their Auditors? Report for the year 2023-2024.

15. Share Capital.

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

16. Annual Return.

As per latest amendment in section 92 of the Companies Act, 2013, a copy of annual return will be displayed on Company?s website i.e. www.himteknoforge.com 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.

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

Thedetailsofconservationofenergy,technologyabsorption,foreign exchange earnings and outgo are attached herewith(Annexure-A).

18. Corporate Social Responsibility (CSR).

The Company is required to spend towards corporate social responsibility under section135 of the Companies Act, 2013.The details on the CSR activities are enclosed as (Annexure-B).

19. Directors.

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

During the financial year 2023-2024 following change were made in Directors and Key Managerial Personnel:

Sr. No.	Name of Director/Key Managerial Personnel	Designation	Category	Date of Appointment	Date of Cessation
1.	Mr. Sanjay Kumar	Non-Executive Nominee Director	Nominee Director-Canbank VCF	-	04.05.2023
2.	Mr. Sanjeev Kumar Shrivastava	Non-Executive Nominee Director	Nominee Director-Canbank VCF	11.05.2023	19.01.2024
3.	Mrs. Indu Gupta	Non-Executive Nominee Director	Nominee Director-IFCI VCF	29.05.2023	01.12.2023
4.	Mr. Himanshu Kalra	Company Secretary	KMP	30.05.2023	-
5.	Mr. RaviKant Dhawan	Non-Executive Independent Director	Independent Director	29.09.2023	-
6.	Mr. Harpal Singh	Non-Executive Independent Director	Independent Director	29.09.2023	-

B) Declaration: by an Independent Director(s) and re-appointments, if any: Declarations:

Declaration by Mr. RaviKant Dhawan, Mr. Harpal Singh, Mr. Kuldip Narain Gupta and Mrs. Kiran Raghuvinder Singh, Independent Directors that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 have submitted.

Re-appointments, if any:

Mr. Rajiv Aggarwal (DIN 00094198), Director of the Company retiring by rotation and eligible for re-appointment has given his consent and declarations under Form DIR-8 pursuant to Section 164(2) read with Rule 14(1) of Companies (Appointment and

Qualification of Directors) Rules, 2014

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.

D) Opinion of the Board:

Your Board is of opinion that independent directors of the Company, possess requisite qualifications, experience and expertise and they hold good standard of integrity in various fields

20. Meetings.

An agenda of Meetings is prepared and circulated in advance to the Directors. During this year, Eight (8) Board meetings, Five (5) Audit Committee Meetings, One (1) CSR Committee meetings, One (1) Stakeholder Committee and Three (3) Nomination and Remuneration Committee 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.

21. Audit Committee

The members of the Audit Committee of the Company as on 31st March, 2024 are as under:

No.	Name of Director	Designation	Position in Committee	Date Of appointment
1	Mr. RaviKant Dhawan	Independent Director	Chairperson	29.09.2023
2	Mr. Rajiv Aggarwal	Executive Director	Member	11.09.2013
3	Mr. Kuldeep Narain Gupta	Independent Director	Member	10.02.2024

There was no occasion regarding non acceptance of any recommendation of the Audit Committee during the year.

During the year the Audit Committee is reconstituted two times i.e. on 29.09.2023 and 10.02.2024. Details of reconstitution is provided under corporate governance report.

The Audit Committee Meetings were duly convened during the year ended 31st March, 2024 on following dates: 30-05-2023, 14-08-2023, 14-11-2023, 16-01-2024 & 10-02-2024.

22. Nomination and Remuneration Committee:

The members of Nomination and Remuneration Committee of the Company as on 31st March, 2024 are as under:

S.No	Name	Category of Director	Position in Committee	Date Of appointment
1	Mr. Ravikant Dhawan	Independent Director	Chairperson	29-09-2023
2	Mr. Kuldeep Narain Gupta	Independent Director	Member	26-12-2020
3	Mrs. Kiran Raghuvinder Singh	Independent Director	Member	29-09-2023

During the Financial year Nomination and Remuneration Committee is reconstituted on 29.09.2023 and Details are provided under corporate governance report.

The Nomination and Remuneration Committee Meeting was held three time on 30-05-2023, 25-09-2023 and 10-02-2024 during the year ended 31st March, 2024.

The policy formulated by nomination and remuneration committee:

The terms of reference of the committee inter alia include succession planning for Board of Directors and Senior Management Employees, identifying and selection of candidates for appointment on Corporate of Directors/Independent Directors based on certain laid down criteria, identifying potential individuals for appointment of Key Managerial personnel and other senior managerial position and review the performance of the Board of Directors and Senior Management personnel including Key managerial personnel based on certain criteria approved by the Board. While reviewing the performance, the committee ensures that the remuneration is reasonable and sufficient to attract, retain and motivate the best managerial talents, remuneration commensurate with the performance of individual/group and also maintains a balance between both short- and long-term objectives of the company.

23. 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 2023-2024.

24. Particulars of contracts or arrangements with related parties.

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

25. 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 here with (Annexure-D).

26. Secretarial Audit Report.

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

Management Reply toward the Advisory provided in Secretarial audit report:

1. The Company was of bonafide belief that appointment of nominee director was not required to be approved by the shareholders within 3 months. However, as soon as it came to the notice of the company by clarification of SEBI in month of

April, 2023 the Company has taken the corrective action for the same. The Company has made intimation to Stock Exchange regarding cessation of Director on 23/05/2023.

2. The Company has already submitted the necessary ROC forms along with additional fees. These fees were incurred due to procedural delays in filing the forms after the due date, which were beyond the Company?s control.

27 . 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

Governance, appended along with the certificate 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).

28. 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).

29. Risk Management.

The Management has put in place adequate and effective system and man power for the purposes of risk management.

Key Risk	Impact to Company	Mitigation Plans
Commodity Price Risk	Risk of price fluctuation raw materials like steel, components, either upwards or downwards, the power used in the process of manufacturing.	The Company commands excellent business on basic relationship with the buyers. In case of major fluctuation matter is mutually discussed and compensated both ways. Also development of New value added products helps in lowering the impact of price fluctuations in all the inputs.
Uncertain global economic environment – slow growth in global economy	Risk of decreasing export revenue due to a slow global economy	Company maintains strong relations with its global customers. Also, Company is constantly developing new products to cater to the export market which helps in reducing this risk.

 

Foreign Exchange Risk	Any volatility in the currency market can impact the overall profitability. either upwards or	The Company has a strong customer base in domestic market. Also, the Company takes forward cover for its exports which minimizes the risk. In case of major fluctuation downwards, the effect will be minimal.
Human Resources Risk	Your Company?s ability to deliver value is dependent on its ability to attract, retain and nurture talent. Attrition and non-availability of the required talent resource can affect the overall performance of the Company	By continuously benchmarking of the best HR practices and carrying out necessary improvements to attract and retain the best talent. Company does not anticipate any major issue for the coming years.
Competition Risk	Every company is always exposed to competition risk. The increase in competition can create pressure on margins, market share etc.	By continuous efforts to enhance the brand image of the Company by focusing on quality, cost, timely delivery and customer service. By introducing new product range commensurate with demands, your company plans to mitigate the risks so involved.
Compliance Risk – Increasing regulatory Requirements.	Any default can attract penal provisions.	By regularly monitoring and review of changes in regulatory framework, and keeping itself fully updated with any changes in the law, the company is able to mitigate the same.
Industrial Safety, Employee Health and Safety Risk.	The engineering industry is exposed to accidents and injury risk due to human negligence.	By development and implementation of critical safety standards across the various departments of the factory, establishing training need identification at each level of employee. Proper training at regular intervals for the shopfloor employees is carried out at all the facilities.

30. Directors? ResponsibilityStatement.

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.

31. 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.

32. Investor Education and ProtectionFund.

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. 66,546 /- during the year to the Investor Education and Protection Fund, lying with it for a period of seven years pertaining to year 2015-16.

33. CostAudit.

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. 2023-2024. 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 of Directors in their meeting held on 10.02.2024 as the Cost Auditors for F.Y. 2024-2025. The remuneration to be paid to M/s. S.K. Jain & Co., for F.Y. 2024-

2025 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.

34. Details of fraud reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central

Government.

There was no fraud reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government.

35. Code of Conduct

The Company has adopted a code of conduct for its directors and senior designated management personnel. All the Board members and senior management personnel have affirmed their compliance of code of conduct.

36. Details of proceedings under the Insolvency and Bankruptcy Code, 2016

There was no proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review.

37. Compliance with Secretarial Standards and SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015:

The Company has complied with secretarial standards issued by the Institute of Company Secretaries of India and SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 from time to time.

38. Acknowledgements.

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

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
	Chairman
Place: Baddi	DIN:00094141
Dated: 03.09.2024