| We are please to present Tenth Annual Report of the company and the
Audited Statement of account for the year ended 31st March 2015.
Summary of financial results is given below.
1. PERFORMANCE OF THE COMPANY (Rs in Lacs)
Particulars Year Ended
March 2015 Year Ended
March 2014
Total Income 9226.78 13012.31
Total Expenditure 9066.73 12590.73
Profit before Tax 160.05 421.58
Less: Current Tax /Deferred Tax 67.49 117.56
Profit after Tax 92.56 304.02
Balance Brought forward 962.63 801.41
Balance Available for
Appropriation 1055.19 1105.43
Appropriation :
Proposed Dividend for the
Financial year at the rate
of Rs.0.25 per share 31.11 62.22
Corporate Dividend Tax 6.37 10.58
Transferred to General Reserves 35.00 70.00
Surplus retained in Profit &
Loss account 982.71 962.63
The performance of the company during the year has been adversely
affected due to pressure on margin caused by higher input cost and
un-remunerative selling price and slackness in demand.
2. DIVIDEND
The Board of Directors has recommended a dividend of 2.5% i.e. Rupee
0.25 (Rupee Twenty Five Paisa) per share of the face value of Rs. 10/-
each for the year ended 31 March, 2015.
This dividend is subject to the approval of the Shareholders of the
Company at the Annual General Meeting (AGM) scheduled on 30th
September, 2015.
The Register of Members and Share Transfer Books will remain closed
from Wednesday 23rd September, 2015 to Tuesday 29th September, 2015
(both days inclusive) for the purpose of payment of the dividend for
the Financial Year ended 31 March, 2015 and the AGM.
3. EXPORTS :
The total exports of the Company amounted to Rs 67.27 crores (Previous
year Rs 76.46 crores) representing about 75% percent of the net sales.
4. FIXED DEPOSITS
During the year, the Company has not accepted any deposits from the
public and as such, there are no outstanding deposits in terms of the
Companies (Acceptance of Deposits) Rules, 2014.
5. COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR
ADVERSE REMARK OR DISCLAIMER MADE BY THE COMPANY SECRETARY IN PRACTICE
IN HIS SECRETARIAL AUDIT REPORT
During the year under review, the Company has not appointed Company
Secretary as they could not fnd any suitable candidates on acceptable
terms.
However, since then the Company has appointed Ms. Surabhi Pawar as
Company Secretary w.e.f. 1st June, 2015.
6. EXTRACT OF ANNUAL RETURN
As per provision of Section 134 of the Companies Act, 2013, the details
forming part of the extract of the Annual Return is attached to this
Report as "Annexure I" in Form MGT-9.
7. DIRECTORS
The Board of Directors had appointed Mrs. Diksha Malhotra as a Woman
(Additional) Director w.e.f. 25th March, 2015, pursuant to the
provisions of Companies Act, 2013 and Listing Agreement entered with
the Stock Exchanges. In terms of Section 161(1) of the Act, Mrs.
Malhotra shall hold office upto Annual General Meeting of the Company.
The Company has received a requisite notice in writing from a member
proposing the candidature of Mrs. Malhotra for appointment as
Executive Director with effect from 5th August, 2015 for a tenure of
three consecutive years and whose period of office shall be liable to
retire by rotation. Her appointment is appropriate and in the best
interest of the Company.
Mr Navraj Malhotra, Director retires by rotation in terms of provisions
of the Companies Act 2013 at the ensuing Annual General Meeting of the
Company and offers himself for re-appointment. The Board recommends his
re-appointment.
Details of the proposal for the re-appointment of Mr. Yuvraj Malhotra
as Managing Director and Mr. Navraj Malhotra as a Whole Time Director,
with effect from 20th July, 2015 for a tenure of five consecutive years,
are mentioned in the Explanatory Statement under Section 102 of the
Companies Act, 2013 of the Notice of the Tenth Annual General Meeting
of the Company.
The above named Directors have furnished their respective declarations
in Form DIR-8 pursuant to the provisions of Section 164(2) of the
Companies Act 2013 read with Rule 14 (1) of the Companies (Appointment
and Qualifications of Directors) Rules, 2014.
Declaration by Independent Director(s)
Further, all Independent Directors have given their respective
declarations that they meet the criteria of independence as laid down
under section 149(6) of the Companies Act, 2013
Number of Meetings of the Board
During the year, four Board Meetings and one meeting of Independent
Directors were convened and held. The intervening gap between the
meetings was within the period prescribed under the Companies Act 2013.
The details thereof are given in the Corporate Governance Report.
Committees of the Board
During the year, your directors have constituted and renamed wherever
required, the following committees of the Board in accordance with the
requirements of the Companies Act, 2013 and the Listing Agreement. The
composition, terms of reference and other details of all Board level
committees have been elaborated in the Corporate Governance Report
annexed to this report.
1. Audit Committee
The Committee comprises of four non-executive Independent Directors as
its members. The Chairman of the Committee is an Independent Director.
The audit committee assist the Board in the dissemination of the
financial information and in overseeing the financial and accounting
processes in the Company. During the Year, there were no instances
where the Board had not accepted the recommendation of the Audit
committee
In order to ensure that activities of the Company and its employees are
conducted in a fair and transparent manner, the Company has adopted a
Whistle Blower Policy & Vigil Mechanism. The details of which are
available on the Company's website www.hiltonmetal.com
2. Nomination and Remuneration Committee
The Committee was renamed and comprises of three non-executive
Independent Directors as its members. The Chairman of the Committee is
an Independent Director.
The Board had on the recommendation of the Nomination and Remuneration
Committee framed the Nomination and Remuneration Policy to comply with
the provisions of Section 178 of the Companies Act, 2013 and amended
Clause 49 of the Listing Agreement. The Company's Nomination and
Remuneration Policy has been annexed as 'Annexure II' of this Report
and is also available on Company's' website.
3. Stakeholders' Relationship Committee
The Committee was renamed and comprises of two non-executive
Independent Directors and one executive Director as its members. The
Chairman of the Committee is a Non executive Independent Director.
The Stakeholders' Relationship Committee considers and resolves the
grievances of the security holders of the Company.
Risk management
The Audit Committee has also been delegated the responsibility for
monitoring and reviewing risk management, assessment and minimization
procedures, developing, implementing and monitoring the risk management
plan and identifying, reviewing and mitigating all elements of risks
which the Company may be exposed to. The Board also reviews the risk
management assessment and minimization procedures.
Performance Evaluation of the Board
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, 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. A structured questionnaire each
for evaluation of the Board, its various Committees and individual
Directors was prepared and recommended to the Board by Nomination &
Remuneration Committee for doing the required evaluation after taking
into consideration the input received from the Directors covering
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. A separate exercise
was carried out to evaluate the performance of individual Directors
including the Chairman of the Board, 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.
Corporate Governance
Pursuant to Clause 49 of the Listing Agreement with BSE & NSE,
Management Discussion and Analysis, Corporate Governance Report,
Auditors' Certificate regarding compliance of conditions of Corporate
Governance and MD/CEO/CFO Annual certification of financial reporting and
Internal Controls is attached as a part of the Annual Report
8. STATUTORY AUDITORS AND THEIR REPORT:
The Shareholders of the Company in their Ninth Annual General Meeting
held on 27th September, 2014 had accorded their approval pursuant to
the provisions of Sections 139, 141 and other applicable provisions of
Companies Act, 2013 and Rules made there under to appoint M/s. R K
Chaudhary & Associates, Chartered Accountants, Mumbai, (Membership No
35487), as the Statutory Auditor of the Company for the tenure of three
years commencing from then, (subject to ratification by the Members at
every AGM). Accordingly, a resolution seeking ratification of
appointment is included in notice conveying the Annual general Meeting.
The Auditors' Report to the Shareholders for the year under review does
not contain any reservation, qualification or adverse remark.
9. COST AUDITORS AND COST AUDIT 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 in respect of various
activities are required to be audited and the remuneration payable to
the cost auditor is required to be placed before the members in a
general meeting for their ratification.
Your Directors had, on the recommendation of the Audit Committee,
appointed M/s. NNT & Co., Cost Accountants, to audit the cost accounts
of steel products of the Company on a remuneration of Rs. 55,000/-
(Rupees Fifty Five Thousand only) for the year 2015-16, subject to the
approval of the shareholders at the ensuing Annual General Meeting.
The cost audit report for the financial year 31st March 2015 was duly
fled with the Central Government (Ministry of Corporate Affairs) on 4th
November 2014.
10. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:
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 M/s. H P Sanghvi, a
frm of Company Secretaries in practice (C.P. No. 3675) to undertake the
Secretarial Audit of the Company.
The Secretarial Audit Report for the financial year ended 31st March,
2015 is annexed herewith as 'Annexure III' to this Report. The
Secretarial Audit Report contain qualification regarding non appointment
of Company Secretary and Chief Financial Offer as Key Managerial
Personnel under Section 203 read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
11. DISCLOSURES
PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS:
Details of investments made by the Company have been given in the
Financial Statement.
The Company has not given any guarantee or advanced any loans pursuant
to the provisions of Section 186 of Companies Act, 2013.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All transactions entered into with related parties as defend under the
Companies Act, 2013 and Clause 49 of the Listing Agreement during the
financial year were in the ordinary course of business and on an arm's
length pricing basis and do not attract the provisions of Section 188
of the Companies Act, 2013. There were no materially significant
transactions with the related parties during the financial year which
were in confect with the interest of the Company and hence, enclosing
of 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.
CASH FLOW ANALYSIS:
In conformity with the provisions of clause 32 of the listing
agreement, the cash fow statement for the year ended 31.03.2015 is
annexed hereto
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 companies act, 2013 read with rule 8(3) of the companies
(accounts) rules, 2014, is Annexed herewith as 'Annexure-A'.
ENVIRONMENT AND POLLUTION CONTROL:
Top priority continues to be given to preservation of the environment
by the company. To combat pollution and strengthen the area ecology,
considerable emphasis is placed on plantation of fragrant and shady
trees. We are Cautious of preserving water through recycling and
rainwater harvesting to the extent possible. The company posses the
required environmental clearance from the respective pollution control
boards and do comply with the relevant Legislation
The Company is well aware of its responsibility towards a better and
clean environment. Our efforts in environment management go well beyond
mere compliance with statutory requirements. The Company has always
maintained harmony with nature by adopting eco-friendly technologies
and upgrading the same from time to time incidental to its growth
programs.
PARTICULARS OF EMPLOYEES:
Disclosures pertaining to remuneration and other details are 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 is forming part of the Directors' Report for the year ended 31st
March, 2015 and is attached to this Report and marked as "Annexure IV"
Pursuant to the provisions of Section 136(1) of the Act and as advised,
the statement containing particulars of employees 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, will be available for inspection at the Registered Offce of the
Company during the business hours on working days and Members
interested in obtaining a copy of the same may write to the Company
Secretary and the same will be furnished on request. Hence, the Annual
Report and the Accounts are being sent to all the Members of the
Company excluding the aforesaid information.
None of the employees listed in the said Annexure is a relative of any
Director of the Company. None of the employees hold (by himself or
along with his/her spouse and dependent children) more than two percent
of the equity shares of the Company.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN
Company has Sexual Harassment Policy in place and available on
Company's intranet portal. During the year under review, there were no
complaints from any of the employee
12. STATUTORY COMPLIANCE
The Company has complied with all the statutory requirements. A
declaration regarding compliance of the provisions of the various
statutes is also made by the Managing Director at each Board Meeting.
The Company ensures compliance of the ROC, SEBI Regulations and
provisions of the Listing Agreement.
13. DIRECTORS' RESPONSIBILITY STATEMENT:
The Board of Directors acknowledge the responsibility for ensuring
compliance with the provisions of Section 134(3)(c) read with Section
134(5) of the Companies Act, 2013 in the preparation of annual accounts
for the year ended on 31st March, 2015 and confirm that:
a. in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
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 and
loss 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.
14. ACKNOWLEDGEMENTS:
Your Directors would like express their sincere appreciation of the
positive Co-operation received from the Governments and bankers. The
Directors also wish to place on record their deep sense of appreciation
for the commitment displayed by all executives, officers, workers and
staff of the company resulting in the successful performance during the
year.
The board also takes this opportunity to express its deep gratitude for
the continued co operation and support received from its valued
shareholders.
The Directors express their special thanks to Mr. Yuvraj Malhotra,
Chairman and Managing Director for his untiring efforts for the
progress of the Company.
For and on behalf of the Board of Directors
Yuvraj Malhotra Navraj Malhotra
Dated:05/08/2015 Chairman & Managing
Director Whole Time Director
Place: Mumbai DIN: 00225156 DIN: 00225183 |