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Directors Report of Hilton Metal Forging Ltd.

Mar 31, 2014

Dear Members

1. The Directors present the Ninth Annual Report and the Audited Statement of accounts of the Company for the year ended March 31st, 2014.

Performance of the Company (Rs in Lacs)

a) Total Income

2013-14 2012-131 % Decrease

13012.31 15693.561 17.35

During the year under review, the total income of the company was Rs 13024.26 lacs (previous Year Rs 15693.56 Lacs).

b) Export Revenue

2013-14 2012-131 % Decrease

7450.44 7851.961 4.96%

c) Financial Results

Particulars Year Ended Year Ended March 2014 March 2013

Total Income 13012.31 15693.56

Total Expenditure 12590.734 15227.83

Profit before Tax 421.58 465.73

Less: Current Tax /Deferred Tax 117.56 146.80

Profit after Tax 304.02 318.93

Balance Brought forward 801.41 610.71

Balance Available for Appropriation 1105.43 929.64

Appropriation :

Proposed Dividend for the Financial year at the rate of Rs.0.50 per share 62.22 49.77

Corporate Dividend Tax 10.58 8.46

Transferred to General Reserves 70.00 70.00

Surplus retained in Profit & Loss account 962.63 801.41

2. Dividend

Your Directors are pleased to recommend a dividend of 5.00 % i.e. Rupees 0.50 per Equity share of Rs 10 each for the year ended March 31st, 2014, resulting out flow will be Rs 72.79 lacs (inclusive of dividend distribution tax). Your Directors further proposes to transfer to General Reserves an amount of Rs 70.00 lacs out of the profit.

3. Deposits :

The Company has not taken any deposits from the public during the year . As on 31st March 2014 there is no amount of deposits and interest thereon which remain due for payment or unclaimed by depositors.

4. Directors'' Responsibility Statement:

In view of the provisions of Section 217(2AA) of the Companies Act 1956, your Directors state that in preparation of the Financial Statements for the year ended 31st March, 2014:

a) The applicable Accounting Standards have been followed by the Company, with necessary explanation for material departure, if any;

b) The accounting policies adopted and applied consistently, in the opinion of the Directors are reasonable and prudent and gives true and fair view of the state of affairs of the Company at the end of the financial period and of the Profit of the Company for the year ended on that date;

c) The proper and sufficient care was taken for the maintenance of the adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) The accounts have been prepared on a going concern basis.

5. Directors:

The Board has at the request of Mr. Joseph Mckay decided to make and consider him as the Non-Executive Professional Director instead of Independent Director. Having regard to the provisions of the companies Act 2013 it is proposed to change the term of appointment of Mr. Navraj Malhotra from not liable to retire to liable to retire.

Mr. Sanjay Jain, Mr. Navin Choksi, Mr. Manoj More and Mr. Harmohindersingh Dhingra, Independent Directors of the Company were appointed Directors liable to retire by rotation under the provisions of erstwhile Companies Act, 1956. In terms of Section 149 and other applicable provisions of the Companies Act, 2013 read with the Rules made thereunder, the said Independent Directors have given their declaration of independence and being eligible be considered for re-appointment at the ensuing Annual General Meeting for a term up to five consecutive years. The Company has received requisite notice in writing from a member proposing the candidature of Mr. Sanjay Jain, Mr. Navin Choksi, Mr. Manoj More and Mr. Harmohindersingh Dhingra, for appointment as Independent Directors. The Board has recommended their appointment as Independent Directors of the Company to hold office for a term of five consecutive years commencing from the date of 9th Annual General meeting of the Company.

6 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 CEO Certificate on Code of Conduct is made as a part of the Annual Report.

7 Auditors:

M/s. R K Chaudhary & Associates, Chartered Accountants, Mumbai, retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment.

The company has received a confirmation from them to the effect that their appointment, if made, would be within the prescribed limits U/S 224 (1B) of the Companies Act, 1956.

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 217 of the Companies Act, 1956.

8 Cost Auditors

M/s NNT & Co, the Management Cost Accountants, Mumbai retire at the conclusion of the forthcoming Annual general Meeting and being eligible, offer them-selves for re-appointment.

9 Particulars of Employees

The statement under sub-section (2A) of section 217 of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended and forming part of this report is given in annexure. The annexure shall, however, be provided to the member on request to be made to the Company Secretary.

During the period under review, relation with the workmen continued to remain cordial. The Company has and possesses good faith and trust of the workers and continues having best industrial relation with its workmen force.

10 Disclosure of particulars with respect to conservation of energy, foreign exchange earning / outgo etc :

Statement giving particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under section 217(1)(e) of the Companies Act, 1956 is annexed.

11 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 Mumbai Yuvraj Malhotra Dated: 7-5-2014 Chairman and Managing Director


Mar 31, 2012

The Members

Hilton Metal Forging Limited

1.The Directors present the Seventh Annual Report and the Audited Statement of accounts of the Company for the year ended March 31st, 2012.

Financial Results (Rs in Lacs)

Particulars Year Ended Year Ended March 2012 March 2011

Sales 9319.46 6252.46

Other Income 248.70 257.23

Profit before Interest, Depreciation and 849.85 664.80

Tax

Less : Finance Charges 365.24 337.31

Profit before Depreciation, exceptional 484.61 327.49

Items, Waivers and Tax

Less: Depreciation 197.96 197.44

Profit before Tax 286.65 130.05

Less: Current Tax /Deferred Tax 122.65 113.83

Profit after Tax 164.00 16.22

Balance Brought forward from pre. year 518.12 573.32

Prior Period Expenses 0

Excess provision written back / written 0 -0.01 off

Balance Available for Appropriation 682.12 589.84

Appropriation Proposed Dividend for the Financial 31.12 31.12

year at the rate of Rs.0.25 per share Corporate Dividend Tax 5.29 5.29

Transferred to General Reserves 35.00 35.00

Balance Carried forward 610.71 518.12

2. Operations & Future Outlook

The Company achieved revenues of Rs 9568.16 lacs for the year ended on 31st March, 2012 as against net sales and other income of Rs 6509.69 lacs achieved in the previous year, recording an increase of 46.98 % in turnover. The year under review, ended with a gross profit of Rs. 849.85 lacs (previous year Rs 664.80 Lacs) and pre-tax profit of Rs 286.65 Lacs (Previous year Rs 130.05 Lacs).

3. Dividend

Your Directors are pleased to recommend a dividend of 2.50% i.e Rupee

0.25 per Equity share of Rs 10 each for the year ended March 31st, 2012, resulting out flow will be Rs 36.41 lacs. Your Directors further proposes to transfer to General Reserves an amount of Rs 35.00 lacs out of the profit.

4. Finance

The requirement of Working Capital finance has been sanctioned by the consortium of banks under leadership of State Bank of Hyderabad.

5. Deposits :

The Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and the Rules made there under.

6. Directors' Responsibility Statement:

In view of the provisions of Section 217(2AA) of the Companies Act 1956, your Directors state that in preparation of the Financial Statements for the year ended 31st March, 2012:

a) The applicable Accounting Standards have been followed by the Company, with necessary explanation for material departure, if any;

b) The accounting policies adopted and applied consistently, in the opinion of the Directors are reasonable and prudent and gives true and fair view of the state of affairs of the Company at the end of the financial period and of the Profit of the Company for the year ended on that date;

c) The proper and sufficient care was taken for the maintenance of the adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) The accounts have been prepared on a going concern basis.

7. Committees:

In terms of the provisions of Companies Act, 1956, and considering the requirement under Clause 49 of the Listing Agreement of the Stock Exchanges, Audit Committee, Shareholders' Grievance Committee, Management Committee and Managerial Remuneration Committee have been formed with the required number of Independent Directors of the Company.

8. Directors:

Mr. Navin Chokshi and Mr. Sanjay Jain the Directors, are liable to retire by rotation at the ensuing Annual General Meeting Being eligible and having given their consent to be re-appointed as the Directors, your Directors recommend their re-appointment.

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 CEO Certificate on Code of Conduct is made as a part of the Annual Report.

9. Auditors:

M/s. R K Chaudhary & Associates, Chartered Accountants, Mumbai, retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment. The members are requested to appoint the auditors.

The company has received a confirmation from them to the effect that their appointment, if made, would be within the prescribed limits U/S 224 (IB) of the Companies Act, 1956.

11. Disclosure of particulars with respect to conservation of energy, foreign exchange earning / outgo etc :

Statement giving particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under section 217(l)(e) of the Companies Act, 1956 is annexed.

12. Particulars of Employees

The statement under sub-section (2A) of section 217 of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended and forming part of this report is given in annexure. The annexure shall, however, be provided to the member on request to be made to the Company Secretary.

During the period under review, relation with the workmen continued to remain cordial. The Company has and possesses good faith and trust of the workers and continues having best industrial relation with its workmen force.

13. Acknowledgements:

Your Directors take this opportunity to thank the Company's Bankers, foreign buyers for their continued co-operation and patronage. The Board of Directors also Thank all the employees for their contribution, dedication, commitment and hard work and continued co-operation throughout the year.

For and on behalf of the Board of Directors

Mumbai Yuvraj Malhotra Dated : 18/05/2012 Chairman and Managing Director








Mar 31, 2011

The Members Hilton Metal Forging Limited

1.The Directors present the Sixth Annual Report and the Audited Statement of accounts of the Company for the year ended March 31st, 2011.

Financial Results (Rs in Lacs)

Particulars Year Ended Year Ended March 2011 March 2010

Sales 6158.29 4707.42

Other Income 351.48 346.83

Profit before Interest, Depreciation, exceptional Items and Tax 713.35 753.08

Less: Finance Charges 337.64 408.16

Profit before Depreciation, exceptional Items, Waivers and Tax 375.71 344.92

Less: Depreciation 197.44 185.05

Profit before exceptional Items and Tax 178.27 159.87

Less: Exceptional Items 47.84 47.84

Profit Before Tax 130.43 112.03

Less: Current Tax /Deferred Tax 113.90 130.91

Profit after Tax 16.53 (18.88)

Balance Brought forward from previous year 573.32 557.96 Prior Period Expenses

Excess provision written back /written off -0.01 105.64

Balance Available for Appropriation 589.84 644.72

Appropriation

Proposed Dividend for the Financial year at the rate of Rs.0.25 per share 31.12 31.11

Corporate Dividend Tax 5.29 5.29

Transferred to General Reserves 35.00 35.00

Balance Carried forward 518.43 573.32

2. Operations & Future Outlook

The Company achieved net sales and other income of Rs 6508.64 lacs for the year ended on 31st March, 2011 as against net sales and other income of Rs 5054.49 lacs achieved in the previous year, recording an increase of 28.78% in turnover. The year under review, ended with a gross profit of Rs. 713.35 lacs (previous year Rs 753.08 Lacs) and pre-tax profit of Rs 130.43 Lacs (Previous year Rs 112.03 Lacs). Though the turn-over is increased during the year under review, margin of profit is reduced due to stiff hike in various inputs like furnace oil, electricity etc.

3. Dividend

Your Directors are pleased to recommend a dividend of 2.50% i.e Rupee 0.25 per Equity share of Rs 10 each for the year ended March 31st, 2011, resulting out flow will be Rs 36.41 lacs. Your Board further proposes to transfer to General Reserves an amount of Rs 35.00 lacs out of the profit.

4. Finance

The requirement of Working Capital finance has been sanctioned by the consortium of banks under leadership of State Bank of Hyderabad.

5. Deposits:

The Company has not accepted any deposit within the meaning of Section 58Aof the Companies Act, 1956 and the Rules made there under.

6. Directors' Responsibility Statement:

In view of the provisions of Section 217(2AA) of the Companies Act 1956, your Directors state that in preparationof the Financial Statements for the year ended 31st March, 2011:

a) The applicable Accounting Standards have been followed by the Company, with necessary explanation for material departure, if any;

b) The accounting policies adopted and applied consistently, in the opinion of the Directors are reasonable and prudent and gives true and fair view of the state of affairs of the Company at the end of the financial period and of the Profit of the Company for the year ended on that date;

c) The proper and sufficient care was taken for the maintenance of the adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) The accounts have been prepared on a going concern basis.

7. Committees:

In terms of the provisions of Companies Act, 1956, and considering the requirement under Clause 49 of the Listing Agreement of the Stock Exchanges, Audit Committee, Shareholders' Grievance Committee, Management Committee and Managerial Remuneration Committee have been formed with the required number of Independent Directors of the Company.

8. Directors:

Mr. Joseph Mckay and Mr. Harmohindar Singh Dhingra the Directors, are liable to retire by rotation at the ensuing Annual General Meeting Being eligible and having given their consent to be re-appointed as the Directors, your Directors recommend their re-appointment.

9. Auditors:

M/s. R K Chaudhary & Associates, Chartered Accountants, Mumbai, retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment. The members are requested to appoint the auditors.

The company has received a confirmation from them to the effect that their appointment, if made, would be within the prescribed limits U/S 224 (1B) of the Companies Act, 1956.

10. Management Discussion and analysis Business of the company and over view

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented in addition to the Directors Report in a separate section forming part of Annual Report.

RISK MANAGEMENT

The company recognizes that this is inevitable and believes in having optimum, well-defined and integrated risk management strategy. It also believes that proper risk identification, evaluation and mitigation would help to achieve its target of sustainable profitability and growth.

The upward fluctuation in raw material prices adversely effects profitability. Hence the company constantly monitors raw material price and revises the selling prices of its products.

HUMAN RESOURCES

The company's HR policy and process are aligned to effectively drive its expanding business and forays in to emerging opportunity. This has been achieved by continuous investing in training and development programs, creating a compelling work environment, empowering employees at all levels and maintaining well structured and recognition mechanisms. The company helps employees build new skills and new competencies and promotes knowledge sharing and team building. The company's recruitment practice ensures that suitable candidates with merit are recruited and provided with right opportunity.

CAUTIONARY STATEMENT

Statements in the management discussion and analysis, describing the company's objective, projections, estimates and expectations may constitute "FORWARD LOOKING STATEMENTS" within the meaning of applicable laws and regulations, Actual results might defer materially from those either expressed or implied. The Company assumes no responsibility to publicly amend, modify or revise any forward looking statements on the basis of any subsequent development, information or events.

11. Disclosure of particulars with respect to conservation of energy, foreign exchange earning / outgo etc:

Statement giving particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under section 217(1 )(e) of the Companies Act, 1956 is annexed.

12. Particulars of Employees

The statement under sub-section (2A) of section 217 of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended and forming part of this report is given in annexure. The annexure shall, however, be provided to the member on request to be made to the Company Secretary.

During the period under review, relation with the workmen continued to remain cordial. The Company has and possesses good faith and trust of the workers and continues having best industrial relation with its workmen force.

13. Acknowledgements:

Your Directors take this opportunity to thank the Company's Bankers, foreign buyers for their continued co- operation and patronage. The Board of Directors also Thank all the employees for their contribution, dedication, commitment and hard work and continued co-operation throughout the year.

For and on behalf of the Board of Directors

Sd/- Mumbai Yuvraj Malhotra Dated : 31st May 2011 Chairman and Managing Director


Mar 31, 2010

1.The Directors present the Fifth Annual Report and the Audited Statement of accounts of the Company for the year ended March 31st, 2010.

Financial Results (Rs in Lacs)

Particulars Year Ended Year Ended 31-03-10 31-03-09

Sales 4707.42 7307.85

Other Income 346.83 604.77

Profit before Interest, Depreciation, exceptional Items and Tax 753.08 1040.38

Less : Finance Charges 408.16 441.02

Profit before Depreciation, exceptional Items, Waivers and Tax 344.92 599.36

Less: Depreciation 185.05 125.78

Profit before exceptional Items and Tax 159.87 473.58

Less: Exceptional Items 47.84 47.84

Profit Before Tax 112.03 425.74

Less: Current Tax/Deferred Tax/Fringe Benefit Tax 130.91 150.14

Profit after Tax (18.88) 275.60

Balance Brought forward from previous year 557.96 601.23

Prior Period Expenses NIL 126.82

Dividend /Corp. Dividend Tax written back 105.64 0.00

Balance Available for Appropriation 644.72 750.01

Appropriation

Proposed Dividend for the Financial year at the rate of R&0.25 per share 31.11 124.43

Corporate Dividend Tax 5.29 17.62

Transferred to General Reserves 35.00 50.00

Balance Carried forward 573.32 557.96

2. Operations & Future Outlook

The Company achieved net sales and other income of Rs 5054.25 lacs for the year ended on 31s1 March, 2010 as against net sales and other income of Rs 7912.62 lacs achieved in the previous year. The year under review, ended with a pre-tax profit of Rs 112.03 Lacs (Previous year Rs 425.74 Lacs). The Companys relentless efforts in developing new high value products, reducing costs, improving productivity and yield, conserving energy, standardizing of production process and improving work practices, initiatives in technical up-gradation, procurement of raw material and combating the dollar movement on export realization, helped to retain margins in an increasing cost scenario. Your company was able to withstand the adverse circumstances prevailed because of world wide slow down in economy. Due to strict environment norms observed by some countries where your company is exporting its material has caused reduction in turnover as compared to last year.

3. Dividend

" Your Directors are pleased to recommend a dividend of 2.50% i.e Re 0.25 per Equity share of Rs 10 each for the year ended March 31sl, 2010,

4. Deposits:

The Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and the Rules made there under.

5. Directors Responsibility Statement:

In view of the provisions of Section 217(2AA) of the Companies Act 1956, your Directors state that in preparation of the Financial Statements for the year endjld 31sl March, 2010:

b) The accounting policies adopted and applied consistently, in the opinion of the Directors are reasonable and prudent and gives true and fair view of the state of affairs of the Company at the end of the financial period and of the Profit of the Company for the year ended on that date;

c) The proper and sufficient care was taken for the maintenance of the adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) The accounts have been prepared on a going concern basis.

6. Committees:

In terms of the provisions of Companies Act, 1956, and considering the requirement under Clause 49 of the Listing Agreement of the Stock Exchanges, Audit Committee, Shareholders Grievance Committee, Management Committee and Managerial Remuneration Committee have been formed with the required number of Independent Directors of the Company.

7. Directors:

Mr. Manoj More and Mr. Sanjay Jain, the Directors, are liable to retire by rotation at the ensuing Annual General Meeting and have given their consent to be re-appointed as the Directors. Your Directors recommend their appointment.

8. Auditors:

M/s. R K Chaudhary & Associates, Chartered Accountants, Mumbai, retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment. The members are requested to appoint the auditors.

The company has received a confirmation from them to the effect that their appointment, if made, would be within the prescribed limits U/S 224 (1B) of the Companies Act, 1956.

9. Management Discussion and analysis

Business of the company and over view

Indian Exporters of Steel products faced the problem of radio contamination detection in the raw material used to produce the forgings, your company also has felt the dent of the same. Many consignments, which were shipped, through midway had to be called back for testing of radio contamination. Your Company not only has installed various instruments to check the contamination but also invited officials of Atomic Energy Regulatory Board to inspect the factory site thoroughly. Your company has obtained a certificate that no radiation level above the natural background radiation level was observed by them on day of their visit as well the company is suitably equipped with radiation monitoring instruments.

The company continues to enjoy 0.89 % anti Dumping Duty on its products exported to USA and this gives huge advantage to the company over its competitors.

All these augur well for the future of your company and we see significant growth in the years to come.

RISK MANAGEMENT

The company recognizes that this is inevitable and believes in having optimum, well-defined and integrated risk management strategy. It also believes that proper risk identification, evaluation and mitigation would help to achieve its target of sustainable profitability and growth.

The upward fluctuation in raw material prices adversely effects profitability. Hence the company constantly monitors raw material price and revises the selling prices of its products.

HUMAN RESOURCES

The companys HR policy and process are aligned to effectively drive its expanding business and forays in to emerging opportunity. This has been achieved by continuous investing in training and development programs, creating a compelling work environment, empowering employees at all levels and maintaining well structured and recognition mechanisms. The company helps employees build new skills and new competencies and promotes knowledge sharing and team building. The companys recruitment practice ensures that suitable candidates with merit are recruited.and provided with right opportunity.

CAUTIONARY STATEMENT

Statements in the management discussion and analysis describing the companys objective, projections, estimates and expectations may constitute "FORWARD LOOKING STATEMETNS" within the meaning of applicable laws and regulations, Actual results might defer materially from those either expressed or implied. The Company assumes no responsibility to publicly amend, modify or revise any forward looking statements on the basis of any subsequent development, information or events.

10. Disclosure of particulars with respect to conservation of energy, foreign exchange earning / outgo etc :

Statement giving particulars relating to conservation of energy, technology absorption and foreign exchange earning and outgo as required under section 217(1)(e) of the Companies Act, 1956 is annexed.

11. Particulars of Employees

The statement under sub-section (2A) of section 217 of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended and forming part of this report is given in annexure. The annexure shall, however, be provided to the member on request to be made to the Company Secretary.

During the period under review, relation with the workmen continued to remain cordial. The Company has and possesses good faith and trust of the workers and continues having best industrial relation with its workmen force.

12. Acknowledgements:

Your Directors take this opportunity to thank the Companys Bankers, foreign buyers for their continued co- operation and patronage. The Board of Directors also Thank all the employees for their contribution, dedication, commitment and hard work and continued co-operation throughout the year.

For and on behalf of the Board of Directors

Place : Mumbai Yuvraj Malhotra

Date : 31st May, 2010. Chairman and Managing Director



 
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