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Directors Report of Hittco Tools Ltd.

Mar 31, 2014

Dear Members,

The Directors take pleasure in presenting the 20th Annual Report of your Company together with the Audited Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS:

(Rs. In Lakhs)

Particulars 2013-14 2012-13

INCOME:

Sales 774.89 836.82

Other Income 18.18 15.04

Total (A) 793.07 851.86

EXPENSES:

Cost of Material Consumed 166.48 247.49

Purchase of Stock-in-trade 1.93 5.22

Changes in inventories of finished goods, 18.25 (74.37) work in progress and stock-in-trade

Employee benefit expenses 226.43 224.16

Other expenses 275.68 325.92

Interest and Financial Charges 42.25 24.69

Exceptional items 0 36.80

Total (B) 731.02 789.91

Profit before Depreciation and Tax (C) 62.05 61.95 = (A) - (B)

Depreciation and amortisation expenses 63.71 58.08

Tax 3.24 68.95

Profit / (Loss) after Depreciation and Tax (4.89) (65.09)

Earnings Per Share(Basic) (0.09) (1 25)

Earnings Per Share(Diluted) (0.08) (1.12)

OPERATIONS AND BUSINESS PERFORMANCE:

The Company has almost maintained a turnover of Rs.774.89 lakhs during the year 2013-14 as against Rs.836.81 lakhs during the previous year 2012-13. The Export Sales for the year 2013-14 was Rs. 32.60 lakhs compared to Rs. 64.60 lakhs during the previous year and contributed 4.21 % of the total sales. The Company''s net loss after tax for the year 2013-14 was Rs.4.89 lakhs as against loss of Rs.65.09 lakhs in the previous year which is due to provision for deferred tax, provision for gratuity and lesser turnover. The company is competent of achieving profitability.

DIVIDEND:

The Board is unable to recommend any Dividend for the year under review due to loss of the company.

DIRECTORS:

Consequent to resignation of Mr. Sidharth Bhandari as Managing Director of the Company, it has been proposed that Mr. Surendra Bhandari be appointed for the post of Managing Director At the ensuing Annual General Meeting, Mrs. Madhu Bhandari and Mr. Rajib Ghosh Roy, Directors will retire by rotation and being eligible offer themselves for reappointment. Mr. Satish Ramarao Shimoga, Mr. Vikram Shyam Gupta, Mr. Nuggehalli Krishnaswamy Raghunatha, Mr. Joseph Kavalam Mathai and Mr. Rajeev Gobindram Hassanand be and are hereby appointed as Independent Director of the Company for a period of five years from the date of this Annual General Meeting, not liable to retire by rotation. DIRECTORS RESPONSIBILITY STATEMENT:

As per the provisions of Section 217(2AA) of the Companies Act 1956, the Directors hereby submit that -

1. The Company had followed all the applicable Accounting Standards and there is no material departure from this in the preparation of the annual accounts ;

2. The Company had selected the normal 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 ;

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ; and

4. The Company had prepared the annual accounts on a going concern basis.

DEPOSITS:

The Company has not accepted/renewed any deposit from the public during the year under review.

PERSONNEL:

No employee of the Company had drawn salary in excess of the limits specified under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

AUDITORS:

M/s. S. Janardhan & Associates, Chartered Accountants, Statutory Auditors, retire at the conclusion of the ensuing Annual General Meeting and a notice from a shareholder received to appoint statutory auditor other than the retiring auditor.

M/s. Nagesh & Associates, Chartered Accountants, will be appointed as Statutory Auditor of the company subject to approval of the members in Annual General Meeting and to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the twentyfifth AGM of the Company to be held in the year 2019 (subject to ratification of their appointment at every AGM), on such remuneration as may be mutually agreed upon between the Board of Directors and the Auditors." M/s Swamy & Associates, Company Secretaries, have been appointed as Secretarial Auditors of the Company for the year 2014-15.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information as required under Section 217(1) (e) of the Companies Act, 1956 is enclosed as Annexure-A to this report.

MANAGEMENT DISCUSSION & ANALISYS REPORT:

Management Discussion & analysis report is enclosed at Annexure-B to this report.

CORPORATE GOVERNANCE:

A report on Corporate Governance is placed at Annexure-C to this report. Your Company has voluntarily got the Secretarial Audit done for the year 2013-14 as a part of good corporate governance practice and the report of M/s Swamy & Associates, Company Secretaries is placed at Annexure-D to this report.

SECURITIES:

The Company''s shares are listed in the Stock Exchanges of Mumbai, Bangalore and Chennai. The addresses of the said Stock Exchanges are stated elsewhere in this Annual Report.

ACKNOWLEDGEMENTS:

Your Directors place on record their gratitude to the Governments, Financial Institutions and Banks for the assistance, co-operation and encouragement received during the year. For the continuing support of Investors, Dealers, Business Associates and Employees at all levels. Your Directors wish to place on record their sincere appreciation for their unstinting efforts in ensuring excellent performance.

Your Directors also wish to express their appreciation of dedicated efforts in pursuits of excellence put in by the employees at all levels.

For and on behalf of the Board of Directors

SURENDRA BHANDARI SIDHARTH BHANDARI CHAIRMAN MANAGING DIRECTOR

Place: Bangalore Date: 3rd September, 2014


Mar 31, 2013

The Members,

The Directors take pleasure in presenting the 19th Annual Report of your Company together with the Audited Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS (Rs. In Lakhs)

Particulars 2012-13 2011-12

INCOME:

Sales 836.82 868.80

Other Income 15.04 10.28

Total (A) 851.86 879.08

EXPENSES:

Cost of Material Consumed 247.49 263.31

Purchase of Stock-in-trade 5.22 -

Changes in inventories of finished goods, work in (74.37) (46.95) progress and stock-in-trade

Employee benefit expenses 222.56 204.41

Other expenses 333.79 287.45

Interest and Financial Charges 18.42 8.47

Exceptional items 36.80 0.51

Total (B) 789.91 717.20

Profit before Depreciation and Tax (C) = (A)-(B) 61.95 161.88

Depreciation and amortization expenses 58.08 51.24

Tax 68.95 23.99

Profit / (Loss) after Depreciation and Tax (65.08) 86.65

Earnings Per Share(Basic) (125) 1.68

Earnings Per Share(Diluted) (112) 1.68

OPERATIONS AND BUSINESS PERFORMANCE

The Company has almost maintained a turnover of Rs.836.82 lakhs during the year 2012-13 as against Rs.868.80 lakhs during the previous year 2011- 12. The Export Sales for the year 2012-13 was Rs. 64.60 lakhs compared to Rs. 115.58 lakhs during the previous year and contributed 7.66 % of the total sales. The Company''s net loss after tax for the year 2012-13 was Rs.65.08 lakhs as against profit of Rs.86.64 lakhs in the previous year which is due to provision for deferred tax, provision for gratuity and lesser turnover. The company is competent of achieving profitability.

DIVIDEND

The Board is unable to recommend any Dividend for the year under review due to accumulated loss of the company.

DIRECTORS

At the ensuing Annual General Meeting, Mr. K. Raghavendra Rao, Mr. Rajeev G. Hassanand and Mr. Joseph Mathai, Directors will retire by rotation and being eligible offer themselves for reappointment.

Mrs. Madhu Bhandari , who was appointed as additional director of the Company on 27th February, 2013 who holds office up to the date of Annual General Meeting and her appointment needs to be approved by the shareholders for appointment as director of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

As per the provisions of Section 217(2AA) of the Companies Act 1956, the Directors hereby submit that -

1. The Company had followed all the applicable Accounting Standards and there is no material departure from this in the preparation of the annual accounts ;

2. The Company had selected the normal 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 ;

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ; and

4. The Company had prepared the annual accounts on a going concern basis.

DEPOSITS

The Company has not accepted/renewed any deposit from the public during the year under review.

PERSONNEL

No employee of the Company had drawn salary in excess of the limits specified under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

AUDITORS

M/s S. Janardan & Associates, Chartered Accountants, will be appointed as Statutory Auditor of the company subject to approval of the members in Annual General Meeting.

M/s Swamy & Associates, Company Secretaries, have been appointed as Secretarial Auditors of the Company for the year 2013-14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO The information as required under Section 217(1) (e) of the Companies Act, 1956 is enclosed as Annexure-A to this report.

MANAGEMENT DISCUSSION & ANALISYS REPORT Management Discussion & analysis report is enclosed at Annexure-B to this report.

CORPORATE GOVERNANCE

A report on Corporate Governance is placed at Annexure-C to this report. Your Company has voluntarily got the Secretarial Audit done for the year 2012-13 as a part of good corporate governance practice and the report of M/s Swamy & Associates, Company Secretaries is placed at Annexure-D to this report.

SECURITIES

The Company''s shares are listed in the Stock Exchanges of Bangalore, Mumbai and Chennai. The addresses of the said Stock Exchanges are stated elsewhere in this Annual Report.

ACKNOWLEDGEMENTS

Your Directors place on record their gratitude to the Governments, Financial Institutions and Banks for the assistance, co-operation and encouragement received during the year. For the continuing support of Investors, Dealers, Business Associates and Employees at all levels. Your Directors wish to place on record their sincere appreciation for their unstinting efforts in ensuring excellent performance.

Your Directors also wish to express their appreciation of dedicated efforts in pursuits of excellence put in by the employees at all levels.

For and on behalf of the Board of Directors SURENDRA BHANDARI SIDHARTH BHANDARI

CHAIRMAN MANAGING DIRECTOR

Place: Bangalore

Date: 3rd September, 2013


Mar 31, 2012

The Directors take pleasure in presenting the 18th Annual Report of your Company together with the Audited Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS (Rs. In Lakhs)

Particulars 2011-12 2010-11

Sales 868.80 799.71

Other Income 10.28 7.15

Increase/Decrease in Stock 48.34 -10.10

Operational Expenses 756.56 649.72

Interest and Financial Charges 8.47 6.30

Profit before Depreciation and Tax 162.39 140.74

Depreciation 51.24 42.53

Tax 24.51 19.34

Profit/(Loss) after Depreciation and Tax 86.64 78.87

Earning Per Share(Basic & Diluted) 1.64 1.53

OPERATIONS AND BUSINESS PERFORMANCE

The Company has almost maintained a turnover of Rs. 868.80 lakhs during the year 2011-12 as against Rs. 799.71 lakhs during the previous year 2010- 11. The Export Sales for the year 2011-12 was Rs. 115.88 lakhs compared to Rs. 124.34 lakhs during the previous year and contributed 13.34 % of the total sales. The Company's net profit for the year 2011-12 was Rs. 86.64 lakhs as against profit of Rs. 78.87 lakhs in the previous year. The company is competent of achieving more profitability.

DIVIDEND

The Board is unable to recommend any Dividend for the year under review due to accumulated loss of the company.

DIRECTORS

At the ensuing Annual General Meeting, Mr. Surendra Bhandari, Mr. Sidharth Bhandari, and Mr. Vikram Shyam Gupta, Directors will retire by rotation and being eligible offer themselves for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT:

As per the provisions of Section 217(2AA) of the Companies Act 1956, the Directors hereby submit that -

1. The Company had followed all the applicable Accounting Standards and there is no material departure from this in the preparation of the annual accounts ;

2. The Company had selected the normal 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 ;

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ; and

4. The Company had prepared the annual accounts on a going concern basis.

DEPOSITS

The Company has not accepted/renewed any deposit from the public during the year under review.

PERSONNEL

No employee of the Company had drawn salary in excess of the limits specified under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

AUDITORS

M/s Sudhakar Hegde & Co., Chartered Accountants, Statutory Auditors, retire at the conclusion of the ensuing Annual General Meeting and a notice from a shareholder received to appoint statutory auditor other than the retiring auditor.

M/s S. Janardan & Associates, Chartered Accountants, will be appointed as Statutory Auditor of the company subject to approval of the members in Annual General Meeting.

M/s Swamy & Associates, Company Secretaries, have been appointed as Secretarial Auditors of the Company for the year 2012-13.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information as required under Section 217(1) (e) of the Companies Act, 1956 is enclosed as Annexure-A to this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion & analysis report is enclosed at Annexure-B to this report.

CORPORATE GOVERNANCE

A report on Corporate Governance is placed at Annexure-C to this report. Your Company has voluntarily got the Secretarial Audit done for the year 2011-12 as a part of good corporate governance practice and the report of M/s Swamy & Associates, Company Secretaries is placed at Annexure-D to this report.

SECURITIES

The Company's shares are listed in the Stock Exchanges of Bangalore, Mumbai and Chennai. The addresses of the said Stock Exchanges are stated elsewhere in this Annual Report.

ACKNOWLEDGEMENTS

Your Directors place on record their gratitude to the Governments, Financial Institutions and Banks for the assistance, co-operation and encouragement received during the year. For the continuing support of Investors, Dealers, Business Associates and Employees at all levels. Your Directors wish to place on record their sincere appreciation for their unstinting efforts in ensuring excellent performance.

Your Directors also wish to express their appreciation of dedicated efforts in pursuits of excellence put in by the employees at all levels.

For and on behalf of the Board of Directors

SIDHARTH BHANDARI MANAGING DIRECTOR

SURENDRA BHANDARI CHAIRMAN

Place: Bangalore Date : 3rd September,


Mar 31, 2011

The Members,

The Directors take pleasure in presenting the 17th Annual Report of your Company together with the Audited Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS (Rs. In Lakhs)

Particulars 2010-11 2009-10

Sales 799.71 480.81

Other Income 7.15 29.04

Increase/Decrease in Stock -10.10 41.16

Operational Expenses 649.72 473.37

Interest and Financial Charges 6.30 3.57

Profit before Depreciation and Tax 140.74 74.07

Depreciation 42.53 38.61

Profit / (Loss) after Depreciation and Tax 78.87 29.64

OPERATIONS AND BUSINESS PERFORMANCE

The Company has almost maintained a turnover of Rs.799.71 lakhs during the year 2010-11 as against Rs.480.81 lakhs during the previous year 2009-10. The Export Sales for the year 2010-11 was 124.34 lakhs compared to Rs.38.07 lakhs during the previous year and contributed 15.55% of the total sales. The Company's net profit for the year 2010-11 was Rs.78.87 lakhs as against profit of Rs.29.64 lakhs in the previous year. The company is competent of achieving more profitability.

DIVIDEND

The Board is unable to recommend any Dividend for the year under review due to accumulated loss of the company.

DIRECTORS

At the ensuing Annual General Meeting, Mr. S.R.Satish, Mr. N.K.Raghunath and Mr. Rajeev. G. Hassanand will retire by rotation and being eligible offer themselves for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT:

As per the provisions of Section 217(2AA) of the Companies Act 1956, the Directors hereby submit that -

1. The Company had followed all the applicable Accounting Standards and there is no material departure from this in the preparation of the annual accounts ;

2. The Company had selected the normal 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 ;

3 Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ; and

4. The Company had prepared the annual accounts on a going concern basis.

DEPOSITS

The Company has not accepted/renewed any deposit from the public during the year under review.

PERSONNEL

No employee of the Company had drawn salary in excess of the limits specified under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

AUDITORS

M/s Sudhakar Hegde & Co., Chartered Accountants, Statutory Auditors, retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment as Statutory Auditors.

M/s Swamy & Associates, Company Secretaries, have been appointed as Secretarial Auditors of the Company for the year 2011-12.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information as required under Section 217(1) (e) of the Companies Act, 1956 is enclosed as Annexure-A to this report.

MANAGEMENT DISCUSSION & ANALISYS REPORT

Management Discussion & analysis report is enclosed at Annexure-B to this report.

CORPORATE GOVERNANCE

A report on Corporate Governance is placed at Annexure-C to this report. Your Company has voluntarily got the Secretarial Audit done for the year 2010-11 as a part of good corporate governance practice and the report of M/s Swamy & Associates, Company Secretaries is placed at Annexure-D to this report.

SECURITIES

The Company's shares are listed in the Stock Exchanges of Bangalore, Mumbai and Chennai. The addresses of the said Stock Exchanges are stated elsewhere in this Annual Report.

ACKNOWLEDGEMENTS

Your Directors place on record their gratitude to the Governments, Financial Institutions and Banks for the assistance, co-operation and encouragement received during the year. For the continuing support of Investors, Dealers, Business Associates and Employees at all levels. Your Directors wish to place on record their sincere appreciation for their unstinting efforts in ensuring excellent performance.

Your Directors also wish to express their appreciation of dedicated efforts in pursuits of excellence put in by the employees at all levels.

For and on behalf of the Board of Directors

SURENDRA BHANDARI SIDHARTH BHANDARI CHAIRMAN MANAGING DIRECTOR

Place: Bangalore Date : 15th July, 2011


Mar 31, 2010

The Directors take pleasure in presenting the 16th Annual Report ofyour Company together with the Audited Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS (Rs. In Lakhs)

Particulars 2009-10 2008-09

Sales 480.81 330.47

Other Income 29.04 7.14

Increase/Decrease in Stock 41.16 30.89

Operational Expenses 473.37 349.81

Interest and Financial Charges 3.57 4.34

Profit before Depreciation and Tax 74.07 14.35

Depreciation 38.61 35.34

Profit / (Loss) after Depreciation and Tax 29.64 -22.43



OPERATIONS AND BUSINESS PERFORMANCE

The Company has almost maintained a turnover of Rs.480.81 lakhs during the year 2009-10 as against Rs.330.47 lakhs during the previous year 2008-09. The Export Sales for the year 2009-10 was 38.07 lakhs compared to Rs.39.63 lakhs during the previous year and contributed 7.92 % of the total sales. The Companys net profit for the year 2009-10 was Rs.29.64 lakhs as against loss of Rs.22.43 lakhs in the previous year. The company is competent of achieving more profitability.

DIVIDEND

The Board is unable to recommend any Dividend for the year under review due to accumulated loss of the company.

FINANCE

The Company had paid the entire loan amount of Rs. 3.01 Crorc against settlement during the year 2007-08. However there was further demand of Rs. 6 lakhs towards settlement as per Karnataka State Industrial Investment & Development Corporation Limited, Bangalore. So wc had approached the Honblc High Court of Karnataka and own the case.

DIRECTORS

At the ensuing Annual General Meeting, Mr. K.Raghavcndra Rao, Mr. Joseph Mathai and will retire by rotation and being eligible offer themselves for reappointment.

Mr. Chandcr Mohan Datta resigned with effect from 25th June, 2010 and Mr. Rajib Ghosh Roy was with effect from 1st July, 2010 appointed as an Additional Director of the Company. Consequent to the said appointment, he was also appointed as a Wholctimc Director of the Company designated as Director Operation. In accordance with section 260 of the Companies Act, 1956, Mr. Rajib Ghosh Roy holds office up to the date of the forthcoming Annual General Meeting of the Company. Notice has been received under Section 257 of the Companies Act, 1956 from a shareholder proposing Mr. Roy as a candidate for the office of Director.

DIRECTORS RESPONSIBILITY STATEMENT:

As per the provisions of Section 217(2AA) of the Companies Act 1956, the Directors hereby submit that -

1. The Company had followed all the applicable Accounting Standards and there is no material departure from this in the preparation of the annual accounts ;

2. The Company had selected the normal 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 thai period ;

3 Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ; and

4. The Company had prepared the annual accounts on a going concern basis.

DEPOSITS

The Company has not accepted/renewed any deposit from the public during the year under review.

PERSONNEL

No employee of the Company had drawn salary in excess of the limits specified under Section 217(2A) oflhc Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

AUDITORS

M/s Sudhakar Hcgdc & Co., Chartered Accountants, Statutory Auditors, retire at the conclusion oflhc ensuing Annual General Meeting and being eligible offer for reappointment as Statutory Auditors.

M/s Swamy & Associates, Company Secretaries, have been appointed as Secretarial Auditors of the Company for the year 2010-11.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information as required under Section 217(1) (c) of the Companies Act, 1956 is enclosed as Annexurc-A to this report.

MANAGEMENT DISCUSSION & ANALISYS REPORT

Management Discussion & analysis report is enclosed al Anncxurc-B to this report.

CORPORATE GOVERNANCE

A report on Corporate Governance is placed al Anncxurc-C to this report. Your Company has voluntarily got the Secretarial Audit done for the year 2009-10 as a part of good corporate governance practice and the report of M/s Swamy & Associates, Company Secretaries is placed at Anncxure-D lo this report.

SECURITIES

The Companys shares arc listed in the Stock Exchanges of Bangalore, Mumbai and Chcnnai. The addresses of the said Stock Exchanges arc stated elsewhere in this Annual Report.

ACKNOWLEDGEMENTS

Your Directors place on record their gratitude lo the Governments. financial Institutions and Banks for the assistance, co-operation and encouragement received during the year, lor the continuing support of Investors, Dealers, Business Associates and Employees at all levels. Your Directors wish to place on record their sincere appreciation for their unstinting efforts in ensuring excellent performance.

Your Directors also wish to express their appreciation of dedicated efforts in pursuits of excellence put in by the employees at all levels. For and on behalf of the Board of Directors SURENDRA BHANDARI SIDHARTH BHANDARI CHAIRMAN MANAGING DIRECTOR Place : Bangalore Date : 31s" July 2010



 
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