Dear Shareholders,
Your Directors have great pleasure in presenting the 65th Annual Report together with
the Audited Annual Accounts of the Company for the financial year ending 31st March, 2023.
FINANCIAL RESULT
The performance of the Company for the financial year ended 31st March, 2023 is
summarized below: (Rupees in Lakhs)
| PARTICULARS |
2022-2023 |
2021-2022 |
| Profit before Interest, Depreciation, & Tax |
3893 |
3682 |
| Less: |
|
|
| Financial Costs |
787 |
801 |
| Depreciation and Amortization expense |
819 |
786 |
| Provision for Tax |
830 |
635 |
| Deferred Tax |
(193) |
(59) |
| Profit for the year |
1650 |
1519 |
| Other Comprehensive Income (Net of tax) |
(476) |
(31) |
| Total Comprehensive Income for the year |
1174 |
1488 |
NATURE OF BUSINESS
Hindustan Tin Works Ltd. is one of the leading manufacturer and exporter of
high-performance cans, printed sheets, and related components to consumer marketing
companies in India and abroad. It is one of the leading and established Company in Metal
Packaging Industry. We are keenly conscious of the emerging opportunities in the
can-manufacturing sector in India as well as abroad. During the year under review, there
was no change in nature of the business of the Company.
NEW UNIT
The Board already approved the setting up of a new unit at Village Panchi Gujran,
Tehsil Ganaur & Distt Sonepat, Haryana on 10th August, 2022. Further the Company had
received CLU/ consent to establish/ Forest NOC from concerned government departments of
Haryana Government.
RE-CLASSIFICATION TO "PUBLIC" CATEGORY FROM "PROMOTER GROUP"
CATEGORY
The Company has received a request letter dated August 5, 2022 from Mr. Vijay Kumar
Bhatia, on his own behalf and on behalf of his, Wife, Mrs. Usha Bhatia, his Son, Mr.
Gaurav Bhatia and his Daughter in Law, Mrs. Roopam Bhatia ("hereafter referred to
as Outgoing Promoters") seeking re-classification of their status from person
belonging to the "Promoter & Promoter Group" category to "Public"
category under Regulation 31A of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"). The Company intimated the request received for reclassification to
BSE Limited ("BSE") on August 6, 2022.
After passing required resolutions in Board Meeting held on 10th August, 2022 and in
Annual General Meeting held on 28th September, 2022, the Company had filed application for
reclassification with Bombay Stock Exchange Limited ("BSE") on 21st
October, 2022 along with necessary Annexures.
The Company had received some queries from BSE which were replied promptly. The case is
under process with BSE.
DIVIDEND
Your Directors are pleased to recommend a dividend @ Rs.1.20 per Equity Share (12%) on
the paid up capital of the Company for the year 2022-23, which if approved at the
forthcoming AGM, will be paid to all those Equity Shareholders whose names appear (i) As
Beneficial Owners as at the end of the business hours on 21st September, 2023 as per the
list to be furnished by the depository in respect of the shares held in electronic form
and, (ii) As member in the Register of Members of the Company after giving effect to all
valid shares transfers in physical form lodged with the Company on or before 21st
September, 2023.
TRANSFER TO RESERVES
It is not proposed to transfer any amount to reserves out of the profits earned during
financial year 2022-23.
OPERATIONS
Your Company achieved revenue from operations (net of GST) of Rs. 46462 lakhs as
against the previous years revenue from operations (net of GST) of Rs. 40902 lakhs i.e.
an increase of Rs. 5560 lakhs (13.60 %). The export sale of the Company has been Increased
from Rs. 8200 lakhs in previous year to Rs. 10440 lakhs in current year i.e. Increase of
Rs. 2240 lakhs ( 27.31%).
Your Company has achieved total comprehensive income of Rs. 1174 lakhs as against the
previous year of Rs. 1487 lakhs.
SUBSIDIARY COMPANIES AND FINANCIAL STATEMENTS
Your Company does not have any subsidiaries and hence Form AOC-1 is not applicable.
In accordance with the provisions of Section 136 of the Companies Act, 2013, the
audited financial statements, and related information of the Company are available on the
website of the Company – www.hindustantin.biz.
DIRECTORS
In terms of the provisions of Section 152 of the Companies Act, 2013 and Articles of
Association of the Company, Mr. Prit Pal Singh retires at the ensuing Annual General
Meeting and being eligible, has offered himself for re-appointment. The Board of Directors
of the Company has a healthy blend of executive and non executive Directors which ensures
the desired level of independence in functioning and decision making.
All the non executive Directors are eminent professional and bring in wealth of
expertise and experience for directing the management of the Company. Also the Company
fulfils the requirement of Independent Directors in the Composition of its Board of
Directors without filling any vacancy created by such resignation.
APPOINTMENT OF DIRECTORS
On the basis of recommendation of Nomination and Remuneration Committee, the Board of
Directors in their meeting held on 10th August, 2023 have proposed the appointment of Mr.
Sanjeev Kumar Abrol, Mr. Vipin Aggarwal and Mrs. Sushmita Singha as Independent Directors
of the Company for a first term of 5 years w.e.f. 1st October, 2023 upto 30th September,
2028. Accordingly, their candidature(s) are being proposed in ensuing Annual General
Meeting for appointment as Independent Directors of the Company as above.
Brief profile of above Directors, nature of their expertise in specific functional
areas and names of Companies in which they hold directorships/chairmanships of Board
committees, shareholding and relationships between directors inter se as stipulated under
Companies Act, 2013, Listing Regulations and Secretarial Standards, is provided in the
Notice of Annual General Meeting.
DECLARATION BY INDEPENDENT DIRECTORS
All the Independent Directors hold office for a fix term of five years and are not
liable to retire by rotation. In accordance with Section 149(7) of the Companies Act,
2013, each Independent Director has given a written declaration to the Company that he/she
meets the criteria of Independence as mentioned under Section 149(6) of the Companies Act,
2013 and SEBI Listing Regulations, 2015.
The Board took on record the declaration and confirmation submitted by the independent
directors regarding them meeting the prescribed criteria of independence, after
undertaking due assessment of the veracity of the same as required under regulation 25 of
SEBI Listing Regulations, 2015.
Key Managerial Personnel
The following persons have been designated as Key Managerial Personnel (KMP) of the
Company pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed
there under.
1. Mr. Ashok Kumar Bhatia, Chairman
2. Mr. Sanjay Bhatia, Managing Director
3. Mr. P.P. Singh, Whole-Time Director
4. Mr. Rajat Pathak, Company Secretary
5. Mr. M.K. Mittal, Chief Financial Officer
EVALUATION OF PERFORMANCE OF BOARD, ITS COMMITTEES AND OF DIRECTORS
Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, 2015,
the Board carried out annual performance evaluation of its own performance, its committees
and individual directors. The manner in which the performance evaluation was carried out
is given in detail in the Corporate Governance Report, annexed to this Report.
MEETINGS OF THE BOARD
During the year, four meetings of the Board of Directors were held, particulars of
attendance of directors at the said meetings are given in the report on Corporate
Governance Report, which forms part of this Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134 (3) (c) of the Companies Act, 2013 with
respect to directors responsibility statement, it is hereby confirmed that: -(a) In the
preparation of the Annual Accounts, the applicable accounting standards have been followed
alongwith proper explanation relating to material departures, if any.
(b) The Directors have 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 as at 31st March, 2023 and of the profit
of the Company for the year ended on that date.
(c) We had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities.
(d) We had prepared the Annual Accounts on a going concern basis.
(e) We had laid down proper internal financial controls to be followed by the Company
and that such internal financial controls are adequate and were operating effectively. and
(f) We had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A report in the form of Management Discussion and Analysis as per Part B of Schedule V
of Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 (Listing Regulations, 2015), as a part of this report is annexed hereto as Annexure
– I.
RISK MANAGEMENT
The Company has in place a Risk Management Policy which was reviewed by the Audit
Committee and approved by the Board of Directors of the Company. The Policy provides for a
robust risk management framework to identify and assess risks such as operational,
strategic, financial, security, property, regulatory, reputational and other risks and put
in place an adequate risk management infrastructure capable of addressing these risks. The
Audit Committee of the Company also evaluates Internal financial controls and risk
management systems.
LOANS AND INVESTMENTS BY THE COMPANY
Details of loans and investments, if any, made by the Company are given in notes to the
financial statements.
DEPOSITS
During the year under review, the company has not accepted any deposit under Section 76
of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.
CORPORATE GOVERNANCE
A report on Corporate Governance, along with a certificate from the Statutory Auditors
of the Company detailing the compliance of Corporate Governance norms as enumerated in
Part C of Schedule V of Regulation 34(3) of Listing Regulations, 2015 with the Stock
Exchanges, is annexed as Annexure – II.
CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGERIAL PERSONNEL
The Company has laid down a code of conduct for the Board Members and Senior Managerial
Personnel of the Company. All Board Members and Senior Managerial Personnel have affirmed
compliance with the Code of Conduct for the year 2022-2023. A declaration signed by Mr.
Sanjay Bhatia, Managing Director, as to the compliance of the Code of Conduct by the Board
Members and Senior Managerial personnel has been placed before the Board at its meeting
held on 10th August, 2023, is enclosed as Annexure-III.
VIGIL MECHANISM
The Company has in place a whistle blower policy, to support the Code of Business
Ethics. This policy documents the Companys commitment to maintain an open work
environment in which employees, consultants and contractors are able to report instances
of unethical or undesirable conduct, actual or suspected fraud or any violation of
Companys Code of Business Ethics at a significantly senior level without any fear of
rejection. Individuals can raise their concerns by an e-mail, or telephone or direct
interaction or by a letter to the Chairman of the Audit Committee of the Company. The
Policy on vigil mechanism and whistler blower policy may be accessed on the Companys
website at the link:
http://hindustantin.biz/Uploads/Invester/165Invr_Vigil_Mechanism_Policy.pdf and it duly
forms a part of corporate governance.
DISCLOSURES
The CEO and Chief Financial Officer (CFO) have furnished to the Board in its meeting
held on 30th May, 2023 a certificate with regard to the financial statements and other
matters of the Company as on 31st March, 2023 as required under Part B of Schedule II of
Regulation 17 (8) of Listing Regulations, 2015. No material penalty or stricture was
imposed on the Company by any statutory authority for non-compliance on matter related to
capital markets, during the last three years.
The Company is complying with all the mandatory requirements of the Listing Regulations
of Stock Exchanges on ‘Corporate Governance.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators/or Courts which
would impact the going concern status of the Company and its future operations.
AUDITORS
Messrs Mukesh Raj & Co, Chartered Accountants, (Firm Registration No. 016693N),
were re-appointed as Statutory Auditors of the Company at the 64th Annual General Meeting
held on 28th September, 2022, for another term of five consecutive years from the
conclusion of the 64th Annual General Meeting until the conclusion of the 69th Annual
General Meeting. The Auditors Report to the Members on the Accounts of the Company for
the year ended March 31, 2023 is a part of the Annual Report. The said Audit Report does
not contain any qualification, reservation or adverse remark. During the year, the
Auditors had not reported any matter under Section 143(12) of the Act, therefore no detail
is required to be disclosed under Section 134(3)(ca) of the Act.
COST AUDITORS
Pursuant to section 148 of the Act, and the Rules made thereunder, the Board of
Directors had, on the recommendation of the Audit Committee, re-appointed Messrs K.S.
Bhatnagar & Associates, Cost Accountants (firm registration no. 102274), to audit the
cost accounts of the Company for the financial year 2023-24 on a remuneration of Rs.
2,50,000/- p.a. subject to ratification by the shareholders at the ensuing AGM.
Accordingly, a resolution seeking members ratification for the remuneration payable to
the Cost Auditor is included in the Notice convening the AGM. For the financial year
2021-22, the Cost Auditor has duly filed the Cost Audit Report as per details below:-
| Financial year |
Due date of filing |
Date of filing |
| 2021-22 |
7.09.2022 |
20.08.2022 |
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed Messrs AVA Associates, Practicing Company Secretaries, (FCS 3648, CP 2148) as
secretarial auditor of the Company for the financial year ended March 31, 2023, to conduct
the Secretarial Audit of the Company and their report is annexed herewith as Annexure
– IV and this report does not contain any qualification, reservation or adverse
remark.
During the year, your Company has complied with the applicable Secretarial Standards
issued by the Institute of Companies Secretaries of India.
COMPLIANCE WITH SECRETARIAL STANDARDS
Your Company has complied with Secretarial Standards issued by the Institute of Company
Secretaries of India on Board and General Meetings and Dividends.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Board of Directors on recommendation of the CSR Committee already formulated the
CSR policy of the Company. The CSR activities of the Company are implemented in accordance
with the core values viz. protecting stakeholder interests, grow in a socially and
environmentally responsible way and striving towards inclusive development. The Company
has implemented various CSR projects in the areas like Promotion of education & skill
development, Healthcare, Rural Development, Drinking Water Project and Clean Environment,
etc. These are in accordance with Schedule VII of the Companies Act, 2013.
Details of CSR expenditure is forming part of annual report and annexed as Annexure - V
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
Your company believes in formulating adequate and effective internal control system and
implementing the same to ensure that assets and interests of the Company are safeguarded
and reliability of accounting data and accuracy are ensured with proper checks and
balances. The internal control system is improved continuously to meet the changes in
business conditions and statutory and accounting requirements as required from time to
time.
The Audit Committee of the Board of Directors actively reviews the adequacy and
effectiveness of internal control system and suggests improvements for strengthening them.
The Company has a robust Management information system which is an integral part of the
control mechanism.
The Audit Committee of Board of Directors, Statutory Auditors and the Business Heads
are periodically appraised of the internal audit findings and corrective actions taken.
CREDIT RATING
The Rating Committee of ICRA, has reaffirmed w.e.f. 27.02.2023, the long-term rating
for the captioned Line of Credit (LOC) at [ICRA] BBB+ (pronounced ICRA triple B Plus) with
a Positive outlook. The Rating Committee of ICRA, has also reaffirmed the Short-term for
the captioned LOC at [ICRA] A2 (pronounced ICRA A Two). The rating derives strength from
the Companys significant presence in Indias Can Manufacturing sector, technologically
advanced operations, proven management capability.
REMUNERATION POLICY
The Board has, on the recommendation of the Nomination and Remuneration Committee,
framed a policy to ensure that Companys Directors, Key Managerial Personnel and other
senior management employees are sufficiently incentivised for enhanced performance.
Remuneration should be reasonable and sufficient to attract and retain employees.
Independent Directors receive remuneration by way of sitting fees for attending meetings
of Board and Board Committees (where they are members) and other matters, provided under
Section 178(3) of the Act and Part D of Schedule II of the Listing Regulations appended as
Annexure VI to the Directors Report. During the year under review there has been no
change in this policy. The Remuneration Policy of the Company is also available on the
website of the Company which is https://hindustantin.biz/Uploads/
Invester/217Invr_NominationandRemunerationPolicy.pdf.
REMUNERATION
Disclosure pursuant to Section 197(12) of Companies Act, 2013 and Rule 5 of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided below: (i)
The ratio of the remuneration of each Director to the median remuneration of the employees
of the Company for the year 2022-23:
| Directors |
Nature of Directorship |
Ratio |
| Mr. Sanjay Bhatia |
Managing Director |
91.44:1 |
| Mr. Ashok Kumar Bhatia |
Whole Time Director |
43.72:1 |
| Mr. Ramesh Kumar Jain |
Non-executive Independent Director |
0.74:1 |
| Mr. Nand Prakash Sahni |
Non-executive Independent Director |
0.55:1 |
| Mrs. Aarti Sawhney |
Non-executive Independent Director |
0.40:1 |
| Mr. Prit Pal Singh |
Whole Time Director |
8.63:1 |
? computed based on annualized remuneration.
(ii) the percentage increase in remuneration of each Director, Chief Financial Officer,
Chief Executive Officer, Company Secretary in the financial year:
The annual increase in the salary of Managing Director, Whole Time Director, Company
Secretary and CFO is as below:
| Name |
Designation |
Annual Increase |
Percentage |
| Mr. Sanjay Bhatia |
Managing Director |
From Rs. 1,73,04,863/-to Rs. 1,98,10,885/- |
14.48 % |
| Mr. Ashok Kumar Bhatia |
Whole Time Director |
From Rs. 71,67,428/-to Rs. 94,71,885/- |
32.15 % |
| Mr. P.P. Singh |
Whole Time Director |
From Rs. 16,05,484/-to Rs. 18,70,060/- |
16.48 % |
| Mr. Rajat Pathak |
EVP (Finance) & Company Secretary |
From Rs. 32,15,805/-to Rs. 36,35,549/- |
13.05% |
| Mr. M. K. Mittal |
CFO |
From Rs. 20,59,989/-Rs. 23,23,537/- |
12.79% |
(iii) the percentage increase in the median remuneration of employees in the financial
year: 7.58% (iv) the number of permanent employees on the rolls of Company: 492 (Four
hundred Ninety Two), as on 31 March, 2023. (v) average percentile increase already made in
the salaries of employees other than the managerial personnel in the last financial year
and its comparison with the percentile increase in the managerial remuneration and
justification thereof and point out if there are any exceptional circumstances for
increase in the managerial remuneration: The average increase in the remuneration* of
employees was 6.90% other than the managerial personnel in the last financial year whereas
the average increase in the remuneration of managerial personnel was 18.37 % thus there
was not any exceptional circumstances for increase in the managerial remuneration.
*It does not include gratuity & payments to LIC of India.
(vi) Affirmation that the remuneration is as per the Remuneration Policy of the
Company: The remuneration is as per the Remuneration Policy of the Company.
TRANSFER OF UNPAID /UNCLAIMED DIVIDEND AND SHARES TO INVESTOR EDUCATION AND PROTECTION
FUND
Adhering to the provisions of Companies Act, 2013, relevant amounts which remained
unpaid or unclaimed for periods of 7 years have been transferred by the Company, from time
to time on or before due date to the Investor Education and Protection Fund. During the
year, the Company has credited Rs. 1,53,733/- to the Investor Education and Protection
Fund (IEPF) pursuant to the provisions of the Companies Act, 2013. Pursuant to the
provisions of Section 124(6) of the Companies Act, 2013 read with IEPF Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 which came into force from September
7, 2016 (including any amendment thereto or reenactment thereof for the time being in
force), all equity shares in respect of which dividend has not been paid or claimed by the
Member(s) for seven consecutive years or more are required to be transferred to the IEPF
Authority, a Fund constituted by the Government of India under Section 125 of the
Companies Act, 2013. The Company has communicated individually to the concerned Members to
claim their unpaid / unclaimed dividend amount(s) and that failure to claim the same would
lead to their equity shares being transferred to the IEPF Authority without any further
notice. In accordance with the aforesaid IEPF Rules, during the Financial Year 2022-23 and
till date, the Company has transferred shares pertaining to dividends which remained
unpaid and unclaimed, being declared for the years 2009-10 (Interim and Final),
2010-11,2011-12, 2012-13, 2013-14 and 2014-15, to the IEPF Authority. The Company has
initiated necessary action for transfer of shares in respect of which dividend has not
been paid or claimed by the members consecutively since FY 2015-16. The Company has
uploaded on its website, the details of unpaid and unclaimed amounts lying with the
Company. Details of shares transferred to the IEPF Authority during financial year 2022-23
are also available on the website of the Company in the "Investor Section".
The unclaimed dividends and corresponding shares including all benefits accruing on
such shares, if any, once transferred to the IEPF Authority can only be claimed back from
the IEPF Authority, for which details are available at www.iepf.gov.in.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION AND REDRESSAL)
ACT, 2013
The Company has been employing women employees in various cadres within its premises.
The Company has in place a policy against Sexual Harassment in line with the requirements
of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. There was no complaint received from any employee during the financial year
2022-23 and hence no complaint is outstanding as on 31st March, 2023.
PERSONNEL
Particulars of employees as required under the provisions of Rule 5(2) & (3) of the
Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, is given
in Annexure -VII.
PARTICULARS IN RESPECT OF CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE
EARNINGS AND OUTGO.
The information in accordance with the provisions of Clause (m) of Sub-Section (3) of
Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are
forming part of the Directors Report for the year ended 31st March, 2023 is given in
Annexure – VIII.
SERVICE OF DOCUMENTS THROUGH ELECTRONIC MEANS
Subject to the applicable provisions of the Companies Act, 2013, and applicable law,
all documents, including the Notice and Annual Report shall be sent through electronic
transmission in respect of members whose email IDs are registered in their demat account
or are otherwise provided by the members. A member shall be entitled to request for
physical copy or any such documents.
RELATED PARTY TRANSACTIONS
All related party transactions entered into by the Company during the year were on an
arms length basis and were in the ordinary course of business. There are no materially
significant Related Party Transactions made by the Company with promoters, directors, key
managerial personnel or other designated persons which may have potential conflict with
the interest of the Company at large.
All related party transactions that were entered into during the financial year were on
an arms length basis. Details of such transactions are given in the Annexure – IX to
this report.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 134(3)(a)and Section 92(3) of the Companies Act 2013 read with
Companies( Amendment) Act 2017, an extract of Annual Return (eForm MGT-7) is available on
the website of the Company and can be accessed at link:
https://hindustantin.biz/Uploads/image/104imguf_annual-return-2023.pdf
BADDI LAND
The Company purchased 7.55 bigha land in Katha Baddi in 2006-07 for Rs. 189.84 lakhs
setting up a new project. The Company started its operations at Baddi before the expiry of
the permission under 118 at a very low scale due to adverse marketing conditions. The
Company started trial production with hand tools on manual operations with DG sets. The
District Collector (DC) of Solan issued a show-cause notice to acquire the land as per the
provisions of the Act. In response, the Company filed a reply to the notice and presented
its case through its legal representative. However, the judgment issued by the District
Collector was not favorable to the Company. Subsequently, the Company filed an appeal
against the District Collectors order with the Divisional Commissioner (Appeal), which
ruled in favor of the Company. However, the state government has filed a revision petition
against the said order before the Financial Commissioner (Appeals) in Shimla which was
reverted by him to DC, Solan to look at the case afresh. DC Solan has filed a civil writ
petition before the High Court HP at Shimla against the order of the Financial
Commissioner and the same is sub judice.
APPRECIATION & ACKNOWLEDGEMENT
The Board wishes to place on record with deep sense of satisfaction, their appreciation
for the high degree of professionalism, commitment and dedication displayed by employees
at all levels and the guidance, co-operation and assistance extended to the Company by its
Bankers, Shareholders, Customers and Suppliers. For & on behalf of the Board
| Place: New Delhi |
ASHOK KUMAR BHATIA |
| Dated: 10th August, 2023 |
Chairman |
+91-9892691696
