The Directors have pleasure in presenting the 44th Annual Report of
the Company together with the audited accounts for the Financial Year
ended March 31, 2015.
1. Financial summary or highlights/Performance of the Company
FINANCIAL RESULTS: (Rupees in lacs)
Particular 2014-2015 2013-2014
Operating Profit 742.81 736.76
Less: Depreciation 39.02 44.47
Total Profit for the year after
depreciation but before tax 703.79 692.29
Less: Provision for taxation 231.98 228.63
Less: Provision for deferred tax
assets / liabilities -3.34 -0.92
Profit-after tax 475.15 464.58
Balance of profit brought forward
from previous year 1564.74 -1159.14
Profit available for appropriation 2039.89 1623.72
Less: Proposed dividend 12,25 10.50
Less: Tax on proposed dividend 12.25 1.78
Less: Transferred to general reserve 47.55 46.70
Less: Depreciation charged to
Reserve & Surplus (P&L A/c) 4.25 --
Net profit carried forward to
balance sheet 1973.33 1564.74
The Directors are pleased to recommend for the approval of the
shareholders a dividend at the rate of 35% per share of Rs. 2 (i.e. of
Rs 0.70/- per share) each on the paid-up equity share capital of the
Company with respect to the financial year 2014-2015.
The Company proposes to carry Rs.2277.22 Lac to the Reserves which is
left after paying dividend of Rs 12.25 Lac from net profits of Rs.
4. Brief description of the Company''s working during the year/State of
Company''s affair Total Turn Over during the year is Rs.3049.51 Lac
(Previous Year Rs. 2862.97 Lac) showing increase of 6.51% over the
previous year. We have made a Profit after depreciation and interest of
Rs. 703.79 Lac (Previous Year Profit of Rs. 692.29 Lac). Exports
during the year were Rs. 2813.03 Lac as against Rs. 2642.12 Lac during
the previous year. During the current year our export sales are 92.25%
of our total sales.
As in the past, during the coming year more focus will be on exports
with regular visits to customers and tapping new customers at trade
fairs and exhibition.
5. Change in the nature of business, it any There is no change in the
nature of business during the financial year 2014-15.
6. Material changes and commitments, if any, affecting the financial
position of the company which have occurred between the end of the
financial year of the company to which the financial statements relate
and the date of the report No material changes occurred subsequent to
the close of the financial year of the Company to which the balance
sheet relates and the date of the report.
7. Details of significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and company''s
operations in future No significant and material orders passed by the
regulators or courts or tribunals impacting the going concern status
and company''s operations in future during the financial year and or
subsequent to the close of the financial year of the Company to which
the balance sheet relates and the date of the report.
8. Details in respect of adequacy of internal financial controls with
reference to the Financial Statements.
The Company has appointed internal auditor for adequacy of internal
financial controls and your Board has taken adequate care for financial
9. Details of Subsidiary/Joint Ventures/Associate Companies Your
Company has no Subsidiary/Joint Ventures/Associate Companies during the
10. Performance and financial position of each of the subsidiaries,
associates and joint venture companies included in the consolidated
No details are given as your Company has no Subsidiary/Joint
Ventures/Associate Companies during the year.
Your Company has not accepted any deposit during the year and there was
no deposit at the beginning of the year. Therefore the details relating
to deposits, covered under Chapter of the Act is not applicable.
12. Statutory Auditors
M/s. Kanu Doshi Associates, Chartered Accountants, bearing FRN:
104746W, Auditors of the Company retire at the ensuing Annual General
Meeting and are eligible for reappointment.
The Company has obtained a letter of consent and also a certificate
under section 139 and 141 of the Companies Act, 2013 from the Auditors
to the effect that, their appointment, if made would be within the
limits prescribed in the said section.
13. Auditors Report
No qualification, reservation or adverse remark or disclaimer has been
made by the auditors in their auditors'' report for the year 2014-15.
14. Share Capital
During the year under review, the Company has not issued any securities
nor has granted any stock option or sweat equity.
15. Extract of the annual return
The extract of the annual return in Form No. MGT - 9 forming part of
the Board''s report is attached herewith as (Annexure-A).
16. Conservation of energy, technology absorption and foreign exchange
earnings and outgo The details of conservation of energy, technology
absorption, foreign exchange earnings and outgo are attached herewith
17. Corporate Social Responsibility
(CSR) The details on the CSR activities are enclosed as (Annexure-C).
A) Changes in Directors and Key Managerial Personnel
The following changes in Directors and Key Managerial Personnel were
made during the financial year 2014-15:
nO. Name of Director/
Key Designation Category Date of Date of
1 Ramkisan A
Devidayal Non Execu-
2 AnjuAggarwai Non Execu-
Officer N.A. 01.02.
Secretary N.A. 13.03.
6) Declaration by an Independent Directors) and re- appointment, if
any_ A declaration by Mr. Ankit Jain, Mr. Rajendra Prasad and Mr.
Ravikant Dhawan Independent Directors that they meet the criteria of
independence as provided in sub-section (6) of Section 149 of the
Companies Act, 2013 have been given.
The Board of Directors declare that the Independent Directors Mr. Ankit
Jain, Mr. Rajendra Prasad and Mr. Ravikant Dhawan in the opinion of the
a) persons of integrity and they possess relevant expertise and
b) not a promoter of the Company or its holding, subsidiary or
c) not related to promoters or directors of the company, or its
holding, subsidiary or associate company;
d) have/had no pecuniary relationship with the company, its holding or
subsidiary or associate company or promoters or directors of the said
companies during the two immediately preceding financial years or
during the current financial year;
e) none of their relatives have or had pecuniary relationship or
transactions with the company, its holding, subsidiary or associate
company or promoters or directors of the said companies amounting to
two percent or more of its gross turnover or total income or fifty lakh
rupees whichever is lower during the two immediately preceding
financial years or during the current financial year;
f) neither they nor any of their relatives -
i. hold or have held the position of a key managerial personnel or are
or have been employees of the Company or its holding, subsidiary,
associate company in any of the three financial years immediately
preceding the current financial year.
ii. are or had been employee or proprietor or a partner in any of the
three financial years immediately preceding the current financial year
a) a firm of auditors or company secretaries in practice or cost
auditors of the company or its holding, subsidiary or associate company
b) any legal or consulting firm that has or had any transaction with
the company, its holding, subsidiary or associate company amounting to
ten percent or more of gross turnover of the said firm;
iii. hold together with their relatives two percent or more of the
total voting power of the company or
iv. is a Chief Executive or director of any non-profit organization
that receives twenty-five percent or more of its receipts from the
company, any of the promoters or directors of the company or its
holding, subsidiary or associate company or that holds two percent or
more of the total voting powers of the company;
g) possess qualifications prescribed in Rule 5 of The Companies
(Appointment and Qualification of Directors) Rules, 2014.
Mr. Ankit Jain, Mr. Rajendra Prasad and Mr. Ravikant Dhawan are
eligible for re-appointment at the ensuing annual general meeting.
C) Formal Annual Evaluation
The Company has devised a policy for performance evaluation of
Independent Directors, Board, Committees and individual Directors which
includes criteria for performance evaluation of executive directors and
non-executive directors. The Board has carried out an annual
performance evaluation of its own performance, the Directors
individually as well as the evaluation of the working of its committee.
The Board of Directors has expressed their satisfaction with the
19. Number of meetings of the Board of Directors
Name of the Director Category of the Director No of Board Meeting
Mr. Rajiv Aggarwal Chairman & Managing
Mr. Ankit Jain [Non Executive] Independent
Mr. Ravikan Dhawan [Non Executive] Independent
Prasad Sinha [Non Executive] Independent
Mr. Ramkisan A
to 08.08.14) [Non Executive] Independent
Mrs. Anju Aggarwal
30.05.15) Non Executive Director --
During the year from 01st April, 2014 to 31st March, 2015 the Board of
Directors met seven times on 14/05/2014, 18/06/2014, 08/08/2014,
11/11/2014, 29/12/2014, 30/01/2015 and 13/03/2015.
20. Audit Committee
Audit Committee comprising of the following Directors of the Board:
Name Category Status No. of Meeting
Mr. Ankit Jain [Non Executive]
Director Chairman 4/4
Director Member 4/4
Dhawan [Non Executive]
Director Member 3/4
During the year from 01st April, 2014 to 31st March, 2015 the Audit
Committee met four times on 14/05/2014,08/08/2014,11/
21. Nomination and Remuneration Committee
Nomination and Remuneration Committee comprising of the following
Directors of the Board:
Name Category Status No. of Meeting Attended
Jain [Non Executive]
Director Chairman 3/3
Sinha [Non Executive]
Director Member 1/3
Dhawan [Non Executive]
Director Member 2/3
The Committee met on 14/05/2014, 30/01/2015 and 13/03/2015 during the
year 01st April, 2014 to 31st March, 2015.
The policy formulated by nomination and remuneration committee:
The terms of reference of the committee inter alia include succession
planning for Board of Directors and Senior Management Employees,
identifying and selection of candidates for appointment of
Directors/Independent Directors based on certain laid down criteria,
identifying potential individuals for appointment of Key Managerial
personnel and other senior managerial position and review the
performance of the Board of Directors and Senior Management personnel
including Key managerial personnel based on certain criteria approved
by the Board. While reviewing the performance, the committee ensures
that the remuneration is reasonable and sufficient to attract, retain
and motivate the best managerial talents, remuneration commensurate
with the performance of individual and group and also maintains a
balance between both short and long term objectives of the company.
22. Stakeholders Relationship Committee
Stakeholders Relationship Committee comprises of the following
Directors of the Board.
Name Category Status No. of Meeting
Dhawan [Non Executive]
Director Chairman 1/1
Director Member 1/1
Jain [Non Executive]
Director Member 1/1
The Committee met once on 30.01.2015 during the year 01st April, 2014
to 31st March, 2015.
23. Particulars of loans, guarantees or investments under section 186
The Company has given loans or guarantee or made an investment in the
following manner during the financial year
Sr. Particulars of Amount In Rs. Approved at Board meeting % of
Paid up Capital Whether approval Other No. Loan, Guarantee dated
Free reserves of Members vide Details
or investment Securities premium SR taken
account or % of Free reserves Securities premium account
1. Loan given to Till the year end Approval of loan amount up to Loan
amount approved Members Him Tek no forge loan amount is Rs. 18 crore @
11 % p.a. by by Board is 98.81% of approved loan Limited. Rs. 17
Crores. Board resolution dated free reserve. amount upto 50
14.05.2014 crore by Special
Approval of loan amount
exceeding Rs. 18 crore @ 12% 1 Rs,
p.a. for sum not exceeding Rs. thro Postal
30 Crore by Board resolution Dated01-
Further the Company states that the loan is given at a rate of interest
not lower than the prevailing yield of one year, three year, five year
or ten year government security closest to the tenor of loan.
The Company has not given guarantee or made an investment during the
financial year 2014-15.
25. Particulars of contracts or arrangements with related parties:
Particulars of contracts or arrangements with related parties are given
in Form AOC-2 enclosed as (Annexure-D).
26. Managerial Remuneration:
Disclosures pursuant to section 197(12) of the Companies Act,2013 read
with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are enclosed herewith
27. Secretarial Audit Report.
The Secretarial Audit Report pursuant to section 204(1) of the
Companies Act,2013 given by M/s. Dinesh Mehta &Co., a company secretary
in practice enclosed herewith (Annexure- F).
The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark except
i. Annual general meeting was conducted at Vill. : Billanwali,
Baddi-173205 District: Solan (HP) before approval form INC 22 for
change of registered office.
ii. FormMGT-14, Form66, Form20B, Form23AC-ACA XBRL and Form DIR-12
were filed after due date with additional fee.
i. The Regional Director [NWR], in its order dated 18.06.2014 had
approved shifting of Register office of the Company in the state of
Himachal Pradesh from the state of Gujarat. Thereafter Form INC 22 for
change of registered was also submitted on time, but on raising of
query by the ROC, Gujarat, the said Form INC 22 could not be
re-submitted due to technical error and the ROC office, Gujarat was
also approached to resolve the matter. As per the verbal advice from
the ROC, Gujarat office, the Form INC 28 was filed again to resolve the
matter, but after approval of Form !NC 28 second time, the Form INC 22
could not be uploaded for the reason showing invalid SRN of form INC
28. Thereafter form 22 was filed, but was not approved due to technical
error by the ROC Office, Gujarat. However, with the expectation that
certificate for change of registered office by ROC, Gujarat would be
issued before the date of AGM, the annual general meeting was conducted
at Village Billanwali, Baddi-173205 District: Solan (Himachal Pradesh).
ii. The issuance of certificate for change of registered office of the
Company from Gujarat to Himachal Pradesh was pending with the ROC,
Gujarat. However, the Regional Director [NWR], in its order dated
18.06.2014 had already approved shifting of Register office of the
Company in the state of Himachal Pradesh from the state of Gujarat, and
filing of above mentioned forms could create technical error due to the
pendency of issue with ROC, Gujarat and therefore Company decided to
file above mentioned forms after the issuance of Certificate for change
of registered office of the Company, and therefore Form MGT-14, Form66,
Form20B, Form23AC-ACA XBRL and Form DIR-12 were filed after the due
date with additional fees.
28. Corporate Governance Report (Clause 49)
The paid up share capital of the Company is below Rs. 10 crore and Net
worth is below Rs. 25 Crore as per the audited Balance Sheet as at 31s1
March 2014, and therefore, the amended clause 49 relating to Corporate
Governance of the listing agreement with Bombay Stock Exchange is not
applicable to Company as per the circular no. CIR/CFD/POLICY
CELL/7/2014 dated 151 September, 2014 of the Securities and Exchange
Board of India.
29. Risk management policy
The Management has put in place adequate and effective system and man
power for the purposes of risk management. In the opinion of the Board,
there are no risks which would threaten the existence of the Company.
30. Directors'' Responsibility Statement Your Directors state that—
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit and
loss of the company for that period;
(c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities,
(d) the directors had prepared the annual accounts on a going concern
(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,
(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.
31. Disclosure under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013:
The Company has in place an anti-harassment policy in line with the
requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint
Committee has been set up to redress complaints received regularly and
are monitored by women line supervisors who directly report to the
Chairman & Managing Director. All employees (permanent, contractual,
temporary, trainees) are covered under the policy. There was no
compliant received from any employee during the financial year 2014-15
and hence no complaint is outstanding as on 31.03.2015 for redressal.
The Board of Directors gratefully acknowledge the assistance and
co-operation received from the State Bank of India and all other
statutory and non-statutory agencies for their co-operation.
The Board of Directors also wish to place on record their gratitude and
appreciation to the members for their trust and confidence shown in the
The Board of Directors would like to especially thank all the employees
of the Company for their dedication and loyalty.
By Order of the Board of Directors
Viil.: Billanwali, Baddi -173205 Rajiv Aggarwal
Distt: Solan (HP) Chairman & Managing Director