Directors Report of Hilton Metal Forging Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting the Nineteenth Annual Report together with the Audited Financial Statements for the Financial Year (FY) ended 31st March, 2024.

1.	FINANCIAL HIGHLIGHTS
	Particulars	FY 2023-24	FY 2022-23
	Total Income	13,988.80	10,539.30
	Total Expenses	13,202.28	9,835.85
	Profit Before Tax	786.52	703.45
	Provision for Tax	117.94	117.47
	Profit After Tax	668.58	585.97

2. COMPANY''S PERFORMANCE REVIEW

During the year under review, the total turnover of the Company increased to Rs. 13,807.11 lakhs (PY: Rs. 10,482.95 lakhs). During the year under review, Profit after Tax (PAT) was recorded at Rs. 668.58 lakhs (PY: Rs. 585.97 lakhs).

3. CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business of the Company during the year under review.

4. TRANSFER TO RESERVES IN TERMS OF SECTION 134(3)(J) OF THE COMPANIES ACT, 2013

The Company has not transferred any amount to General Reserves during the FY under review.

5. DIVIDEND

Your Directors have not recommended any dividend for FY 2023-24.

6. TRANSFER OF UNPAID AND UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND ("IEPF")

Pursuant to the provisions of Section 124 of the Companies Act, 2013 ("the Act") and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), the declared dividends, which remain unpaid or unclaimed for a period of 7 (seven) years from the date of its transfer to unpaid dividend account is required to be transferred by the Company to Investor Education and Protection Fund (IEPF).

During the year under review, the Company was not required to transfer any dividend to Investor Education and Protection Fund (IEPF).

7. PUBLIC DEPOSITS

During the FY under review, the Company has not accepted any deposits from the public and as such, there are no outstanding deposits within the purview of Section 73 of the Act, and rules made thereunder.

8. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

The Company does not have any Subsidiary, Joint Venture or Associate Company.

9. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE STATEMENT RELATES AND THE DATE OF THE REPORT

No material changes and commitments which could affect the Company’s financial position, have occurred between the end of the financial year and the date of this Report.

10. ANNUAL RETURN

The Annual Return pursuant to Section 92(3) read with Section 134(3](a] of the Act is available on Company''s website at https://www.hiltonmetal.com/annual/

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Composition of Board and Key Managerial Personnel

The Board is constituted in accordance with the requirements of the Act read with SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

During the year under review, following changes were made in the Composition of the Board.

Induction to the Board:

Based on the recommendation of the Nomination and Remuneration Committee (NRC) and subject to the approval of the shareholders, the Board, in accordance with the provisions of Section 161 of the Act and applicable SEBI Listing Regulations, appointed Mr. Vivek Sharma (DIN: 10238196) and Mr. Priyam Chaturvedi (DIN: 10238193) as Additional Non-Executive and Non-Independent Directors of the Company, liable to retire by rotation w.e.f. 13th July, 2023. The shareholders of the Company approved the above appointment of Mr. Vivek Sharma and Mr. Priyam Chaturvedi as Non-Executive and Non-Independent Directors of the Company by way of ordinary Resolutions at the 18th Annual General Meeting of the Company held on 25th August, 2023.

Appointment/Re-appointment of Directors in AGM

In terms of provisions of the Act, Mr. Priyam Chaturvedi (DIN: 10238193), Non-Executive and Non-Independent Director of the Company, will retire by rotation at the ensuing Annual General Meeting in pursuance of Section 152 of the Act and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

As stipulated under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, brief resume of the Directors proposed to be appointed/re-appointed is given in the Notice convening 19th Annual General Meeting.

Cessation:

Mr. Sanjay Jain (DIN: 00152758), resigned as Independent Director of the Company w.e.f. close of business hours of 27th July, 2023 due to personal and other professional commitments and inability to travel frequently between cities and further he has confirmed that there was no other material reason for his resignation other than mentioned above for his resignation.

Mr. Sukesh Joshi (DIN: 08153689), ceased to be an Independent Director of the Company w.e.f. close of business hours of 25th August, 2023 on account of completion of his second term as an Independent Director of the Company.

Key Managerial Personnel

Pursuant to the provisions of Sections 2(51), and 203 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Yuvraj Malhotra, Chairman & Managing Director, Mr. Mohak Malhotra, Chief Financial Officer and Ms. Richa Shah, Company Secretary are the Key Managerial Personnel of the Company as on 31st March 2024.

Mr. Siddharth Jain, resigned as Chief Financial Officer of the Company w.e.f. close of business hours of 30th June, 2023.

Mr. Mohak Malhotra was appointed as Chief Financial Officer of the Company w.e.f. 13th July, 2023.

b) Declaration by Independent Director(s)

The Company has received declarations from all the Independent Directors of the Company affirming compliance with the criteria of independence laid under the provisions of Section 149(6) of the Act and under Regulation 16 (1) (b) of Listing Regulations.

c) Board Meetings

During the year under review, the Company held Seven Board Meetings and a separate meeting of Independent Directors. The details of meetings of the Board are provided in the Report on Corporate Governance that forms part of this Annual Report. The maximum interval between any two meetings did not exceed the gap prescribed under the Act.

d) Performance Evaluation of the Board

Pursuant to the provisions of the Act, and Regulation 17 of Listing Regulations, the Board has carried out an annual evaluation of its own performance, the directors individually, as well as the evaluation of the working of its committees.

At the meeting of the Board all the relevant factors, that are material for evaluating the performance of individual Directors, the Board and its various committees were discussed in detail. Various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, execution and performance of specific duties, obligations and governance etc. were taken into consideration.

A separate exercise was carried out to evaluate the performance of individual Directors, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the independent Directors was carried out by the entire Board.

The performance evaluation of the Chairman and non-independent Directors was also carried out by the Independent Directors at their separate meeting. The Directors expressed their satisfaction with the evaluation process.

e) Committees of the Board

The Board has constituted a set of committees in accordance with the requirements of the Act. The Board supervises the execution of its responsibilities by the Committees and is responsible for their action. The statutorily mandated committees constituted under the provisions of the Act and Listing Regulations are the Audit Committee, Nomination and Remuneration Committee and Stakeholders’ Relationship Committee. The composition, terms of reference and other such necessary details of these Board level committees are provided in the Corporate Governance Report forming part of this Annual Report.

f) Nomination and Remuneration policy

Pursuant to the Provision of Section 178 of the Act and Regulation 19 of Listing Regulations and on recommendation of the Nomination and Remuneration Committee, the Board of Directors has adopted a policy on Criteria for Selection and Appointment of Directors, Senior Management Personnel, and their remuneration. Nomination and Remuneration policy is applicable to all Directors, Key Managerial Personnel (KMP), Senior Management team and other employees of the Company and the same is available on the Company’s Website at https://www.hiltonmetal.com/corporate-governance/

g) Vigil Mechanism

As per the provisions of Section 177(9) of the Act, the Company has formulated Whistle Blower Policy and is required to establish a vigil mechanism for Directors and Employees. The Whistle Blower Policy can be accessed on the Company''s website at https://www.hiltonmetal.com/corporate-governance/

12. DIRECTORS'' RESPONSIBILITY STATEMENT:

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3) (c) read with Section 134(5) of the Act, in the preparation of annual accounts for the year ended on 31st March 2024 and confirm that:

a. in the preparation of the annual accounts, for financial year 2023-24, the applicable accounting standards had been followed and there were no material departures from the same;

b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the company for that period;

c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. the directors had prepared the annual accounts on a going concern basis;

e. the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

13. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has formulated and adopted the "Code of Conduct to regulate, monitor and report trading by designated persons in Listed or Proposed to be Listed Securities" of the Company ("the Insider Trading Code"). The object of the Insider Trading Code is to set framework, rules and procedures which all concerned persons should follow, while trading in listed or proposed to be listed securities of the Company.

The Company has also adopted the Code of Practice and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("the Code") in line with the SEBI (Prohibition of Insider Trading) Amendment Regulations, 2018 and formulated a Policy for determination of ''legitimate purposes’ as a part of the Code. The Code also includes policy and procedures for inquiry in case of leakage of Unpublished Price Sensitive Information (UPSI) and aims at preventing misuse of UPSI.

The Code of Conduct for prevention of Insider Trading is available on Company’s website https://www.hiltonmetal.com/corporate-governance/

The Company Secretary appointed serves as the Compliance Officer to ensure compliance and effective implementation of the Insider Trading Code. Matters related to the insider trading code are reported to the Audit Committee.

14. RISK MANAGEMENT

The Company implemented an integrated risk management approach through which it reviews and assesses significant risks on a regular basis to ensure that a robust system of risk controls and mitigation is in place. Senior management periodically reviews this risk management framework to keep it updated and address emerging challenges.

15. DETAILS ABOUT CSR COMMITTEE, POLICIES, IMPLEMENTATION, AND INITIATIVES

In accordance with Section 135 of the Companies Act, 2013 ("the Act"], all the Companies having net worth of Rs. 500 crore or more, or a turnover of Rs. 1000 crores or more or net profit of Rs. 5 crores or more during the immediately preceding financial year, are required to spend 2% of the average profits of last three preceding financial years on Corporate Social Responsibility ("CSR"] activities. The provisions of Section 135 of the Act are applicable to your company since your Company had a net profit of Rs. 5 crores or more during the immediately preceding financial year i.e. during FY 2022-23.

However, since the 2% of average net profits of the last three years is negative, Your Company was not required to spend on CSR during FY 2023-24.

Hence, the CSR Report as required under the Companies (Corporate Social Responsibility Policy] Rules, 2014 is not applicable to your Company for FY 2023-24.

16. REPORT ON CORPORATE GOVERNANCE

Report on Corporate Governance as stipulated under Listing Regulations forms an integral part of this Annual Report. Certificate from the Statutory Auditor of the Company confirming compliance of conditions of Corporate Governance as stipulated under Listing Regulations is attached to the report on Corporate Governance.

17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report for the year under review forms an integral part of this Annual Report.

18. AUDITORSa) Statutory Auditors and their Report:

M/s. Anil Bansal & Associates, Chartered Accountants (Firm Registration Number: 100421W] were re-appointed as Statutory Auditors of the Company in the 18th Annual General Meeting (AGM) of the Company held on 25th August, 2023, for second term of five consecutive years, from the conclusion of 18th AGM till the conclusion of 23rd AGM to be held in the year 2028.

The Statutory Auditors have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules made thereunder to continue to act as Statutory Auditors of the Company.

Further, the Auditors’ Report for the financial year ended, 31st March, 2024 is annexed herewith for your kind perusal and information.

The observations and comments given by the Auditors in their report read together with notes to Accounts are self-explanatory and hence do not call for any further comments under section 134 of the Act.

b) Cost Auditors and their Report:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit] Amendment Rules, 2014, the cost audit records maintained by the Company are required to be audited.

The Board of Directors of the Company, on the recommendation of the Audit Committee, has appointed Mr. Ritesh N. Talati of M/s. V. J. Talati & Co. as the Cost Auditors of the Company to conduct the audit of cost records for the financial year 2024-25. Mr. Ritesh N. Talati, being eligible, has consented to act as the Cost Auditors of the Company for the financial year 2024-25. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor for approval by the members forms part of the Notice convening the 19th Annual General Meeting.

c) Secretarial Auditor and their Report:

Pursuant to the provisions of Section 204 of the Act, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, (as amended) the Company has appointed Ms. Shreya Shah, Practicing Company Secretary (Membership No. 39409) for conducting Secretarial Audit of the Company for the financial year ended on 31st March, 2024.

The Secretarial Audit Report for the financial year ended 31st March, 2024 is annexed herewith and marked as ''Annexure I'' to this Report. In the Report, the Secretarial Auditor has observed the following:

i. Section 148(6) of the Companies Act, 2013 read with Rule 6(6) of the Companies (Cost Records and Audit) Rules, 2014 - Delay in filing e-Form CRA-4 for registering Cost Audit Report with the Central Government.

Directors Comments: Delay in filing was caused due to late receipt of Cost Audit Report.

ii. Rule 7(3) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 - Delay in filing e-Form ZNCA_IEPF5_VPR_PRD (Online Verification Report) post verification of e-Form IEPF-5 filed.

Directors Comments: Delay in filing was caused due to late receipt of RTA Report on the claim made by the Investor in e-Form IEPF-5.

iii. Section 79 of the Companies Act, 2013 - Delay in filing e-Form CHG-1 for registering modification of Charge ID -10021558 for availing credit facilities from the State Bank of India.

Directors Comments: Delay in filing was caused due to late receipt of relevant charge modification documents from the Bank.

iv. Section 79 of the Companies Act, 2013- Non-filing of e-Form CHG-1 for registering modification of Charge ID -10021558 for availing credit facilities from the State Bank of India vide their Sanction Letter dated 15th April, 2023.

Directors Comments: Non-filing was caused due to late receipt of relevant charge modification documents beyond the prescribed period of 120 days.

Annual Secretarial Compliance Report

The Annual Secretarial Compliance Report for the Financial Year 2023-24 issued for all applicable compliances as per SEBI Regulations and Circulars/Guidelines issued thereunder by Ms. Shreya Shah has been submitted to the Stock Exchanges and is annexed and marked as ''Annexure II'' to this Report.

d) Internal Auditor & their reports

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014, the Company has appointed M/s. Paresh Kapasi & Associates, Chartered Accountants as the Internal Auditors of the Company.

The Internal Audit reports are reviewed by the Audit Committee on a periodic basis.

e) Reporting of fraud by Auditors

During the FY under review, the Auditors of the Company have not identified or reported any fraud as specified under Section 143(12) of the Act to the Audit Committee.

19. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls system, commensurate with the size, scale and complexity of its operation. The scope and authority of the Internal Audit function is well defined. The Internal Auditor reports to the Chairman of the Audit Committee. Based on the report of internal audit, management undertakes corrective action in their respective areas and thereby strengthens the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee.

The Audit Committee evaluates the efficiency and adequacy of the financial control system in the company and strives to maintain the standards in the Internal Financial Control.

20. PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS

Pursuant to Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, disclosures on particulars relating to investments as on 31st March 2024 are given in the Notes to the Financial Statements. There are no loans given guarantees issued, or securities provided by your Company in terms of Section 186 of the Act, read with the Rules issued thereunder.

21. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All transactions entered with related parties during the FY were in the ordinary course of business and on arm''s length pricing basis and do not attract the provisions of Section 188 of the Act. There were no materially significant transactions with the related parties during the financial year which were in conflict with the interest of the Company and hence, enclosing Form AOC-2 is not required. Suitable disclosure as required by the Accounting Standard (AS 18) has been made in the notes to the Financial Statements.

22. SHARE CAPITAL:Allotment of Equity warrants on preferential basis

During the FY under review, the Company allotted 27,00,000 warrants fully convertible into equivalent number of Equity Shares of the Company on 4th April, 2023, to Promoters, Promoter group and Persons belonging to Non- Promoter public category, on preferential basis.

Buy Back of Securities/ Sweat Equity/Employees Stock Option Plan

During the FY under review, the Company has neither issued any Sweat Equity Shares or Bonus shares, nor has it bought back any of its securities, nor has it provided any stock option scheme to the employees.

23. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith and marked as "Annexure-III”.

24. PARTICULARS OF EMPLOYEES:

Disclosures pertaining to remuneration and other details as required under section 197(12) of the Act read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are forming part of the Directors'' Report for the year ended 31st March, 2024 and are attached to this Report and marked as "Annexure IV”.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Management Personnel) Rules, 2014, there are no employees drawing remuneration in excess of the limits set out in the said rules.

25. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has always believed in providing a safe and harassment free workplace for every individual working in the Company’s premises through various practices and always endeavors to provide an environment that is free from discrimination. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological. The Company also ensures all allegations of sexual harassment are investigated and dealt with effectively and appropriately.

Your Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year ended 31st March, 2024, the Company has not received any complaints of sexual harassment.

25. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC, 2016) DURING THE YEAR ALONG WITH STATUS AT THE END OF THE FINANCIAL YEAR

The Company has not made any application nor any proceeding is pending against the company under IBC, 2016.

26. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS ALONG WITH REASONS THEREOF

Since the Company has not entered into any One Time Settlement with Banks or Financial Institutions, furnishing details in this regard, is not applicable.

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There were no significant and material orders passed by the regulators or courts or Tribunals impacting the going concern status and Company’s operation in future.

28. STATUTORY COMPLIANCE

The Company has complied with all the statutory requirements. A declaration regarding compliance with the provisions of the various statutes is also made by the Managing Director. The Company ensures compliance with the Act, Listing Regulations and various statutory authorities on a quarterly basis in the Board Meeting.

Compliance with Secretarial Standards

During the year under review, the Company has complied with all the applicable mandatory Secretarial Standards.

29. APPRECIATION & ACKNOWLEDGEMENTS

The Board of Directors would like to express their sincere appreciation for the commitment, dedication and hard work done by the employees of the Company and the positive co-operation extended by Banks, Government Authorities, Customers and various other stakeholders. The Board also wishes to place on record its deep gratitude towards the shareholders for their continued support and confidence.

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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

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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

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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

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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