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    Hilton Metal Forging Director Report

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    You can view full text of the Director's Report for Hilton Metal Forging Ltd.
    Director Report
    Mar2014   Mar 2015
    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

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