To,
The Members
Hilton Metal Forging Limited
Your Directors have pleasure in presenting the Nineteenth Annual Report together with
the Audited Financial Statements for the Financial Year (FY) ended 31st March, 2024.
1. FINANCIAL HIGHLIGHTS
| Particulars |
FY 2023-24 |
FY 2022-23 |
| Total Income |
13,988.80 |
10,539.30 |
| Total Expenses |
13,202.28 |
9,835.85 |
| Profit Before Tax |
786.52 |
703.45 |
| Provision for Tax |
117.94 |
117.47 |
| Profit After Tax |
668.58 |
585.97 |
2. COMPANY'S PERFORMANCE REVIEW
During the year under review, the total turnover of the Company increased to Rs.
13,807.11 lakhs (PY: Rs. 10,482.95 lakhs). During the year under review, Profit after Tax
(PAT) was recorded at Rs. 668.58 lakhs (PY: Rs. 585.97 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 2023-24.
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).
During the year under review, the Company was not required to transfer any dividend to
Investor Education and Protection Fund (IEPF).
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 STATEMENT RELATES
AND THE DATE OF THE REPORT
No material changes and commitments which could affect the Company's financial
position, have occurred between the end of the financial year and the date of this Report.
10. ANNUAL RETURN
The Annual Return pursuant to Section 92(3) read with Section 134(3](a] of the Act is
available on Company's 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, following changes were made in the Composition of the
Board.
Induction to the Board:
Based on the recommendation of the Nomination and Remuneration Committee (NRC) and
subject to the approval of the shareholders, the Board, in accordance with the provisions
of Section 161 of the Act and applicable SEBI Listing Regulations, appointed Mr. Vivek
Sharma (DIN: 10238196) and Mr. Priyam Chaturvedi (DIN: 10238193) as Additional
Non-Executive and Non-Independent Directors of the Company, liable to retire by rotation
w.e.f. 13th July, 2023. The shareholders of the Company approved the above appointment of
Mr. Vivek Sharma and Mr. Priyam Chaturvedi as Non-Executive and Non-Independent Directors
of the Company by way of ordinary Resolutions at the 18th Annual General Meeting of the
Company held on 25th August, 2023.
Appointment/Re-appointment of Directors in AGM
In terms of provisions of the Act, Mr. Priyam Chaturvedi (DIN: 10238193), Non-Executive
and Non-Independent 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 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 19th Annual General Meeting.
Cessation:
Mr. Sanjay Jain (DIN: 00152758), resigned as Independent Director of the Company w.e.f.
close of business hours of 27th July, 2023 due to personal and other professional
commitments and inability to travel frequently between cities and further he has confirmed
that there was no other material reason for his resignation other than mentioned above for
his resignation.
Mr. Sukesh Joshi (DIN: 08153689), ceased to be an Independent Director of the Company
w.e.f. close of business hours of 25th August, 2023 on account of completion of his second
term as an Independent Director of the Company.
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, Chairman & Managing Director, Mr. Mohak Malhotra, Chief Financial Officer
and Ms. Richa Shah, Company Secretary are the Key Managerial Personnel of the Company as
on 31st March 2024.
Mr. Siddharth Jain, resigned as Chief Financial Officer of the Company w.e.f. close of
business hours of 30th June, 2023.
Mr. Mohak Malhotra was appointed as Chief Financial Officer of the Company w.e.f. 13th
July, 2023.
b) Declaration by Independent Director(s)
The Company has received declarations from all the Independent Directors of the Company
affirming 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 Seven 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 Board's 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 Company's 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 Company's 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 2024 and confirm that:
a. in the preparation of the annual accounts, for financial year 2023-24, 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 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. 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.
The Code of Conduct for prevention of Insider Trading is available on Company's 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 it updated and address emerging challenges.
15. DETAILS ABOUT CSR COMMITTEE, POLICIES, IMPLEMENTATION, AND INITIATIVES
In accordance with Section 135 of the Companies Act, 2013 ("the Act"], all
the Companies having net worth of Rs. 500 crore or more, or a turnover of Rs. 1000 crores
or more or net profit of Rs. 5 crores or more during the immediately preceding financial
year, are required to spend 2% of the average profits of last three preceding financial
years on Corporate Social Responsibility ("CSR"] activities. The provisions of
Section 135 of the Act are applicable to your company since your Company had a net profit
of Rs. 5 crores or more during the immediately preceding financial year i.e. during FY
2022-23.
However, since the 2% of average net profits of the last three years is negative, Your
Company was not required to spend on CSR during FY 2023-24.
Hence, the CSR Report as required under the Companies (Corporate Social Responsibility
Policy] Rules, 2014 is not applicable to your Company for FY 2023-24.
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 Statutory Auditor of the Company
confirming compliance of conditions of Corporate Governance as 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 (Firm Registration Number:
100421W] were re-appointed as Statutory Auditors of the Company in the 18th Annual General
Meeting (AGM) of the Company held on 25th August, 2023, for second term of five
consecutive years, from the conclusion of 18th AGM till the conclusion of 23rd AGM to be
held in the year 2028.
The Statutory Auditors have confirmed their eligibility under Section 141 of the
Companies Act, 2013 and the Rules made thereunder to continue to act as Statutory Auditors
of the Company.
Further, the Auditors' Report for the financial year ended, 31st March, 2024 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.
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 2024-25. Mr.
Ritesh N. Talati, being eligible, has consented to act as the Cost Auditors of the Company
for the financial year 2024-25. As required under the Companies Act, 2013, the
remuneration payable to the Cost Auditor for approval by the members forms part of the
Notice convening the 19th 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,
2024.
The Secretarial Audit Report for the financial year ended 31st March, 2024 is annexed
herewith and marked as 'Annexure I' to this Report. In the Report, the Secretarial Auditor
has observed the following:
i. Section 148(6) of the Companies Act, 2013 read with Rule 6(6) of the Companies (Cost
Records and Audit) Rules, 2014 - Delay in filing e-Form CRA-4 for registering Cost Audit
Report with the Central Government.
Directors Comments: Delay in filing was caused due to late receipt of Cost Audit
Report.
ii. Rule 7(3) of the Investor Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016 - Delay in filing e-Form ZNCA_IEPF5_VPR_PRD
(Online Verification Report) 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.
iii. Section 79 of the Companies Act, 2013 - Delay in filing e-Form CHG-1 for
registering modification of Charge ID -10021558 for availing credit facilities from the
State Bank of India.
Directors Comments: Delay in filing was caused due to late receipt of relevant charge
modification documents from the Bank.
iv. Section 79 of the Companies Act, 2013- Non-filing of e-Form CHG-1 for registering
modification of Charge ID -10021558 for availing credit facilities from the State Bank of
India vide their Sanction Letter dated 15th April, 2023.
Directors Comments: Non-filing was caused due to late receipt of relevant charge
modification documents beyond the prescribed period of 120 days.
Annual Secretarial Compliance Report
The Annual Secretarial Compliance Report for the Financial Year 2023-24 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. Paresh Kapasi & 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. 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 Act read with the Companies (Meetings of Board and its
Powers) Rules, 2014, disclosures on particulars relating to investments as on 31st March
2024 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 arm's 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 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:
Allotment of Equity warrants on preferential basis
During the FY under review, the Company allotted 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.
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 it bought back any of its securities, nor has it 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, 2024 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 Company's 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, 2024,
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
There were no significant and material orders passed by the regulators or courts or
Tribunals impacting the going concern status and Company's 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 |
| Place: Mumbai |
|
| Date: 30th May, 2024 |
|
|
Yuvraj Malhotra |
|
Chairman & Managing Director |
|
DIN: 00225156 |