To
The Members HMT Limited Bengaluru
Dear Members,
The Board of Directors take pleasure in presenting the 71st Annual
Report on the Business & Operations of your Company and Annual Accounts of the Company
for the year 2023-24 along with the Auditors' Report. The Comments of the Comptroller
& Auditor General of India are attached to this Report.
Financial Highlights / Performance of the Company (Standalone)
Rs. in Crores
| Particulars |
2023-24 |
2022-23 |
| Gross Revenue from Continuing Operations |
47.91 |
51.59 |
| Other Income |
51.27 |
48.38 |
| Total Income |
99.18 |
99.97 |
| Profit Before Depreciation and Finance Costs |
19.58 |
17.15 |
| Depreciation |
2.11 |
2.11 |
| Gross Profit/(Loss) |
17.47 |
15.04 |
| Finance Cost |
- |
0.13 |
| Net profit before exceptional Items |
17.47 |
14.91 |
| Add: Exceptional Items |
- |
- |
| Net Profit before Tax |
17.47 |
14.91 |
| Provision for Tax |
(6.95) |
7.85 |
| Net Profit After Tax |
24.42 |
7.06 |
| Profit/Loss from discontinued operations |
- |
- |
| Net Profit/(Loss) for the year |
24.42 |
7.06 |
| Other Comprehensive Income |
0.43 |
0.21 |
| Total Comprehensive Income |
24.85 |
7.27 |
OPERATING RESULTS
The company's main business portfolios included a product range of Food
Processing Machines. The Food Processing Unit recorded a Production of Rs.8.31 Crore as
against Rs. 7.00 Crore in the previous year, and Sales of Rs. 36.05 Crore (including
Revenue from Powder Project Rs.26.80 Cr.) compared to Rs.43.55 Crore (including Revenue
from Powder Project
Rs.36.80 Cr.) in the previous year. Auxiliary Business Division,
Bangalore has registered a Production (Assembly of Watches) of Rs.7.95 Crore and
registered Sales of Rs.11.86 Crore during the year 2023-24 against Rs.7.25 Crore and
Rs.8.04 Crores during the previous year respectively and sales includes the Sale of
Watches and tractor spare parts.
The Profit Before Tax during the year 2023-24 is Rs. 17.47 Crore as
against Rs.14.91 Crore in the previous year.
HMT Group along with its Subsidiaries achieved an aggregate production
of Rs. 108.46 Crore during the year 2023-24. Revenue from operations is reported as
Rs.163.39 Crore for the year 2023-24 against Rs. 203.81 Crore of previous year. HMT Group
has reported a Profit of Rs. 2550.76 Crore in the current year against a loss of Rs.122.90
Crore during the previous year. The increase in profit during the year is mainly on
account of the waiver of GoI liabilities to the extent of Rs. 2693.78 Crore and Grant of
Rs.837.47 Crores received from GoI towards payment of Income Tax on the waiver of GoI
Liabilities consequent to closure of HMT Watches Limited.
FUTURE OUTLOOK
Dairy Processing Equipment Market
The dairy industry in India has grown in size and has reached INR
16,792.1 billion in 2023. IMARC Group expects the market to reach INR 49,953.5 billion by
2032, exhibiting a growth rate (CAGR) of 13% during
2024-2032. The industry is experiencing robust growth, propelled by
technological innovation, enhanced retail and e-commerce platforms, and improved cold
chain infrastructure, meeting rising consumer demand with a diversified and quality-
focused product range.
However, according to a report by Expert Market Research, the Indian
dairy market size reached a value of approximately USD 203.3 billion in 2023. The Indian
dairy market is expected to grow further at a CAGR of around 15.4% in the forecast period
of 20242032, reaching a value of USD 472.7 billion by 2032.
India is the largest milk-producing country in the world, and the
demand for dairy products is expected to increase in the future due to population growth,
rising incomes, and changing dietary habits.
The government of India has also implemented several initiatives to
support the dairy industry, such as promoting the use of modern machinery, providing
subsidies to farmers for purchasing dairy equipment, and establishing milk processing
plants.
The dairy machinery industry in India is also adopting new technologies
to improve efficiency and productivity. For example, automated milking systems, advanced
milk processing technologies, and IoT-based monitoring systems are being introduced to
optimize the production process and reduce costs.
Moreover, the Indian dairy industry is also becoming more organized
with the emergence of large dairy companies and cooperatives. These companies are
investing in modern machinery and equipment to improve their processing capacity and meet
the growing demand for dairy products.
In conclusion, the future outlook of the dairy machinery industry in
India looks promising, driven by increasing demand for dairy products, government support,
adoption of new technologies, and the emergence of organized players in the industry.
Machine Tools Market:
According to IMARC group, the Indian Machine Tool market size reached
USD 1.5 Billion in 2023 and is expected to reach USD 3.2 Billion by 2032, exhibiting a
growth rate (CAGR) of 8.2% during 2024-32.
Rising industrial automation to increase the overall productivity and
improve the ergonomics represents one of the significant factors stimulating the market
growth in India. Apart from this, an increase in the number of small and medium-sized
enterprises (SMEs), along with stringent evaluation criteria on product quality, is
bolstering the market growth. Furthermore, due to lower labor and raw materials costs and
reduced tax rates, several foreign companies are setting up their manufacturing bases in
India. This
is further providing growth opportunities to these manufacturers to
expand their consumer base in the country.
SHARE CAPITAL
The Authorized Equity Share Capital of the Company is Rs.1230 Crore and
paid-up Equity Share Capital is Rs. 355.60 Crore (355601640 Equity Shares of Rs.10/- each
fully paid up).
DEPOSITS
The Company has not accepted any deposits from the public and hence
there is no violation of Chapter V of the Companies Act 2013, and the corresponding rules
made thereunder.
DIVIDEND
In view of the operating conditions of the Company, the Board has
decided not to propose any dividend to the Shareholders. Dividend Distribution Policy is
available at link https://www.hmtindia.com/policies/.
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
During the Financial year 2023-24, the Company has not received any
complaints of Sexual Harassment and hence no cases are pending.
FRAUD REPORTING
There was no incident of fraud reported during the year under review.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Board level CSR Committee was constituted on 12th August 2019. The
composition of the CSR Committee is provided in the Corporate Governance Report. The CSR
policy is placed on the website of the Company at https://www.hmtindia.com/policies/.
The average net profits of the Company during the three immediately
preceding financial years is Rs.2827.72 Lakhs, as such, the Company is required to spend
at least two per cent of Rs.2827.72 Lakhs, i.e., Rs.56.55 Lakhs on CSR activities during
the FY2023-24 as per the provisions of section 135 (5) of the Companies Act, 2013.
The CSR Annual report for FY 2023-24 is provided as Annexure-1 in
the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules,
2014 and amendments. Details of the CSR activities undertaken during FY2023-24 are
enclosed as Annexure-IA.
ENTERPRISE RISK MANAGEMENT
In terms of section 134 (3) (n) of the Companies Act, 2013 & the
SEBI (LODR) Regulations 2015, the Company has formulated a "Risk Management
Policy" which is placed on the Company's website https:// www.hmtindia.com/policies/.
The Board of Directors of the Company constituted the Risk Management
Committee of the Board on 12.07.2021. The composition of the Risk Management Committee is
provided in the Corporate Governance Report.
PARTICULARS OF EMPLOYEES
No employees of the Company received remuneration in excess of the
limits prescribed under Section 197 read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 during the Financial Year 2023-24.
SUBSIDIARY COMPANIES
HMT Machine Tools Limited
The Subsidiary achieved Sales of Rs.99.70 Crore during 2023-24 against
Rs. 142.24 Crore in the previous year and registered Production of Rs.92.20 Crore as
against Rs. 116.58 Crore in the previous year. Net loss reported is Rs. 155.24 Crore
during the year 2023-24 against reported loss of Rs. 131.65 Crore in the previous year.
HMT (International) Limited
The Subsidiary achieved a turnover of Rs. 17.59 Crore during the year
2023-24 as against Rs.14.15 Crore recorded in the previous year 2022-23. The
Subsidiary reported Profit Before Tax (PBT) of Rs. 4.81 Crore against
Rs. 0.31 Crore reported in previous year.
SUBSIDIARY COMPANY UNDER CLOSURE
As per the Cabinet Committee of Economic Affairs (CCEA) decision during
the year 2016, the operation of HMT Watches Limited, wholly owned Subsidiary Company, has
been closed.
During FY2023-24, there are no operating sales or income as closure
activities under process. The Company received Grant from Government of India amounting to
Rs 837.47 Crore towards the payment of income tax on the waiver of GOI liability of Rs.
2693.78 Crore. Hence, there is an exceptional income of Rs. 3531.25 Crore and reported
Profit after Tax of Rs. 2680.78 Crore.
ASSOCIATE /JOINT VENTURE COMPANY
SUDMO-HMT Process Engineers (India) Limited
The Joint Venture Company could not transact any business during the
year under review. For the Financial Year 2023-24, this company incurred Net Loss of
Rs.1.14 lakhs
Gujarat State Machine Tools Corporation Limited (GSMTC)
This Associate Company between HMT Limited and GIIC Limited
discontinued its operations since long. Now, the Board of Directors of GIIC Limited has
approved for liquidation of GSMTC which will be subject to approval from Government of
Gujarat. The Board of Directors of the Company has also approved in-principle for
Liquidation of GSMTC subject to the approval of the Administrative Ministry. Matter is
under process.
Salient features of the financial statement of subsidiaries/associate
companies/joint ventures are provided in Form AOC-1 as Annexure -2.
INDIAN ACCOUNTING STANDARDS
The Financial Statements have been prepared to comply in all material
aspects with the Indian
Accounting Standards ("Ind AS") notified under section 133 of
the Companies Act, 2013 read with Companies (Indian Accounting Standard) Rules, 2015 and
relevant amendment rules issued thereafter, as applicable to the Company and other
provisions of the Act.
REDUCTION IN SHARE CAPITAL
Hon'ble National Company Law Tribunal (NCLT) vide its Order dated
16.10.2018 has confirmed/ approved reduction in share capital of the Company from
Rs.1204.09 Crores to Rs.355.60 Crores by reduction of 848490000 Equity Shares of Rs.10/-
each held by President of India (as per the Cabinet Approval). Registrar of Companies,
Karnataka (ROC) has registered the NCLT order on 17.11.2018 and issued "Certificate
of Registration confirming the Reduction of Share Capital of HMT Ltd". However, the
process of reduction of share capital in the records of Stock Exchanges and Depositories
is pending for procedural compliances which are under process in consultation with
Registrar and Share Transfer Agent ("RTA"). The shareholding of President of
India is 279566626 of Rs.10/- each, equivalent to 78.62% shareholding in the Company as
against 1128056626 equity share of Rs.10/- each shown as per RTA records. Hence there is a
difference between Paid up Share Capital of the Company as per Audited Financial
Statements and Shareholding Pattern provided by RTA.
CONSOLIDATED FINANCIAL STATEMENTS
As required under the Companies Act 2013 and SEBI (LODR) Regulation,
2015, Consolidated Financial Statements of the Company along with that of the Subsidiaries
for the financial year 2023-24, conforming to the applicable Accounting Standards, are
attached to this Report along with the Auditors' Report on the same.
The financial information of each of the subsidiary companies has been
furnished as part of the Consolidated Balance Sheet of the Company. Separate audited
accounts of the subsidiary Companies will be made available upon request by any member of
the Company interested in obtaining the same.
The annual accounts and other information of each of the subsidiary
companies will be available for inspection by any member at the registered office of the
Company & on the company's website www. hmtindia.com.
HUMAN CAPITAL
The employee strength of the Company (HMT Limited) as on March 31,
2024, stood at 55 Nos. comprising of various categories of employees in manufacturing
plants and other offices.
The number of employees on the rolls of the Company as on March 31,
2024 in SC/ST, Ex-servicemen, Physically Handicapped and Women Employee Categories etc. is
detailed below:
| Scheduled Castes |
12 |
| Scheduled Tribes |
04 |
| Other Backward Classes |
10 |
| Ex-Servicemen |
0 |
| Persons with Disabilities |
0 |
| Women employees |
15 |
| Minorities |
03 |
INDUSTRIAL RELATIONS
The overall Industrial Relations situation in the Company during the
year remained cordial.
IMPLEMENTATION OF OFFICIAL LANGUAGE
Continuous efforts are being made by the Company towards implementation
of the Official Language Act, Rules & Policy as per the directives of the Government
to enhance the levels of usage of Official Language in the Company. An Official Language
Implementation Committee has been constituted in the Units of the Company and its
Subsidiaries, including the Corporate Office at Bengaluru to monitor the implementation of
the Official Language Act, Rules and Policy in the Company and its Subsidiaries. In order
to propagate the usage of Hindi as the Official Language, "HINDI DIWAS/HINDI
WEEK" was observed during the month of September 2023 at all units of the Company.
Various competitions in Hindi such as Chitrarath, Impromptu Speech, Official Language
Written Quiz, and Vividha competition were organized during
Hindi Week for the employees of HMT Limited and its Subsidiaries
working at the Corporate Head Office and participants were awarded prizes during the Grand
Hindi Day celebration in the Company. A workshop was also organized during the above
period for Hindi Typing. The Hindi Word of the day is displayed in a prominent place in
the Company and Hindi Newspapers are being procured on a daily basis to propagate the
usage of the official Language among employees. The Officers/ employees of the Company
regularly take part in the meetings/ programs, Online webinars, and Hindi Month
Celebration of the Town Official Language Implementation Committee (TOLIC) and also
attended the Meeting of "HINDI SALAHAKAR SAMITI" held in Mussoorie.
VIGILANCE ACTIVITIES
The Chief Vigilance Officer appointed by the government of India heads
the Corporate Vigilance Department of the Company. Ministry of Heavy Industry vide its
order No. 5(47)/2010-P.E.X dated 25.04.2022 has assigned the charge of CVO, HMT Limited to
Ms. Kalyani Sethuraman, IRAS (94), CVO, Hindustan Aeronautics Ltd. (HAL), Bengaluru for a
further period of one-year w.e.f. 04.04.2023 to 03.04.2024 or till the appointment of a
regular CVO or until further order, whichever is earlier.
The Corporate Vigilance Department carries out vigilance function in
the Holding Company as well as Subsidiary Companies. Vigilance function in the
manufacturing Units and Marketing Offices are looked after by Vigilance Officers, under
the guidance of Chief Vigilance Officer.
All the Unit Vigilance Officers send their monthly Vigilance/Inspection
Reports and Surprise Inspection reports to CVO. Reports so received are scrutinized at CVO
Office for further action. Unit Vigilance Officers also verify Annual Property Returns
submitted by the employees of the Unit.
Apart from regular inspections by Unit Vigilance Officers, CVO conducts
CTE (Chief Technical Examiner at CVC) type surprise and regular inspections of high value
purchase/contracts and systems by visiting various subsidiaries and Units.
Violations of rules and procedures observed during the inspection of
files by CVO/DCVO/Unit VOs were recorded and depending upon the seriousness of the
deviations further actions are taken. Unit Vigilance Officers are advised to discuss
deviations noticed by them during their inspection; in the quarterly Vigilance Workshop
and advice the concerned officers that the violations of rules and procedures pointed out
by the Vigilance Department should not be repeated.
HMT Vigilance Manual was released on 30.03.2023 by Ms. Kalyani
Sethuraman, IRAS (94) CVO-HMTL.
Vigilance Awareness Week (VAW) 2023, Preventive Vigilance Measures cum
housekeeping activities was campaigned for 3 months from 16th Aug 2023 to 15th Nov 2023 as
a precursor to VAW with the theme "Say No to Corruption; Commit to Nation"
"yisi?ik ktt fJ[jf?f kj ; %hf- mrcfqrT" was observed in all
Units and Offices of HMT Limited and Subsidiary Companies as per the guidelines of CVC.
Emphasis was laid on preventive vigilance by striving towards strict
adherence to all rules and procedures and all norms of transparency in tendering process.
Some of the systems improvement suggested are:
1. Suggested online filling of APAR of the officials.
2. Suggested online filling of property returns of the officials
3. Proposed to update HMT Purchase manual.
4. Digitalization of Old drawings, Record of Land, HR documents.
5. Online transaction for making payments and receipt of payment.
6. Maximizing procurement through GeM Portal.
7. Suggested Periodic inspection on Audit Report (Finance).
8. Management is being persuaded to adopt Integrity Pact. The matter
was taken up in the 326th meeting of Board of Directors of HMTL held on 8.6.2017 and the
decision of the board was "Adoption of Integrity pact in HMT Limited and
subsidiary companies and authorized the Chairman and Managing Director of the company to
decide the basis for adoption of integrity pact and to do necessary acts and things as may
be required for implementation of integrity pact and to inform the Board"
9. Recommended Allotment of township quarters to be made online.
10. Suggested more awareness initiatives (Training, Workshop etc.) on
Vigilance to fight corruption in the organization.
MANAGEMENT DISCUSSION AND ANALYSIS
A Report on Management Discussion and Analysis is appended to this
Report separately as Annexure-3.
CORPORATE GOVERNANCE
Pursuant to Regulation 34 of the SEBI (LODR) Regulation, 2015, a Report
on Corporate Governance is appended as Annexure-4 to this Report along with the
Compliance Certificate from the Auditor as Annexure-5.
INFORMATION REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars in respect of conservation of energy, technology absorption
and foreign exchange earnings and outgo, as required under the Companies (Accounts) Rules,
2014 are appended as Annexure-6
DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the following
statements in terms of Section 134(3)(C) of the Companies Act, 2013:
• that in the preparation of the annual financial statements for
the year ended 31.03.2024, the applicable accounting standards has been followed along
with proper explanation relating to material departures;
• that such accounting policies have been selected and applied
consistently and judgments and estimates have been made 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 the year ended on that date;
• that proper and sufficient care has been taken for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
• that the annual financial statements have been prepared on a
going concern basis;
• that proper internal financial controls were in place and are
adequate and were operating effectively;
• that proper systems to ensure compliance with the provisions of
all applicable laws were in place and were adequate and operating effectively;
ANNUAL RETURN
Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act,
2013, the Company has placed a copy of the Annual Return as on March 31, 2024 on its
website at https://www.hmtindia.com/investor- relation/ar/.
AUDITORS
M/s. N S V M & Associates, Chartered Accountants, Bengaluru were
appointed as Statutory Auditors of the Company for the year 2023-24 by the Comptroller
& Auditor General of India. M/s. R K Muley & Co., Chartered Accountants, was also
appointed as Branch Auditor for the Food Processing Machinery Division, Aurangabad of the
Company.
Replies to the observations by the Statutory Auditors in their Report
are given as Annexure-7.
Replies to the Comments of the Comptroller & Auditor General of
India are given as Annexure-7A.
SECRETARIAL AUDIT REPORT
In terms of Section 204 of the Companies Act 2013 and the rules made
thereunder, the Company has appointed Shri. D. Venkateswarlu, Practicing Company
Secretary, to undertake the Secretarial Audit of the Company for the year 2023-24. The
report of the Secretarial Auditor is appended as Annexure-8 to this report. The
replies to observations of Secretarial Auditor are attached as Annexure-9.
SECRETARIAL AUDIT REPORT OF UNLISTED MATERIAL SUBSIDIARY
Pursuant to the provisions of Regulation 24A of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Secretarial Audit Report for the Financial Year 2023-24 of HMT Machine Tools
Limited & HMT (International) Limited, an Unlisted Material Subsidiaries of the
Company along with replies to observations are appended as Annexure-10, 11, 12 & 13
to this report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)
As per BSE circular no. 20240510-48 & NSE circular no.
NSE/CML/2024/11 dated: May 10, 2024, the BRSR can be provided as a LINK in the Annual
Report of the Company instead of publishing the whole report. As such the BRSR 2023-24 can
be accessed from the link www.hmtindia.com/business-responsibility-and-
sustainability-report/.
EVALUATION OF THE PERFORMANCE OF BOARD
Being a Government Company, HMT is exempted in terms of the MCA
Notifications dated June 5, 2015 & July 5, 2017, from the evaluation of performance of
all members of the Board of the Company which is being done by the Administrative Ministry
i.e., the Ministry of Heavy Industries and/or by the Department of Public Enterprises
(DPE).
BOARD MEETINGS
During the financial year, Six Board Meetings were held and the details
are given in the Corporate Governance Report.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Being a Government Company, the appointment and fixation of terms and
conditions of all Directors (including tenure & remuneration of Functional Directors)
are made by the Government of India.
The appointment/ remuneration in respect of KMPs and Senior Management
Personnel are governed by the policies covered in HMT's personnel manual in line with DPE
guidelines.
The following changes have taken place in composition of the Board of
Directors / Key Managerial Personnel:
Ministry of Heavy Industries vide its order dated 24th August 2023 has
entrusted the additional charge of the post of Director (Finance), HMT Limited to Ms. Rita
Saxena, General Manager (Internal Audit), M/s. Bharat Heavy Electricals Limited for a
period upto 24.05.2024 or till the appointment of a regular incumbent or till further
orders, whichever is the earliest, subject to the approval of Appointments Committee of
the Cabinet (ACC). Ms. Rita Saxena (DIN: 10294769), Director (Finance) has been inducted
on the Board of Directors of the Company w.e.f 25th August, 2023 on her assumption of
charge.
Ms. Mukta Shekhar (DIN: 10118859), Joint Secretary, Ministry of Heavy
Industries was appointed as Government Nominee Director on the Board of HMT Limited with
effect from 4th September 2023, until further orders vice Dr. Renuka Mishra, Economic
Advisor, Ministry of Heavy Industries.
The Board of Directors of the Company has designated Smt. Aparna R.,
Manager (F&A) as the Chief Financial Officer (CFO) of the Company w.e.f 10th November
2023 until further orders, in place of Smt. Kamna Mehta, Deputy Manager (CF) in view of
organizational changes.
Shri. Pankaj Gupta (DIN: 09716028), Executive Director, M/s Bharat
Heavy Electricals Limited, ceases to be Chairman & Managing Director (Additional
Charge) HMT Limited, on completion of term on 24th November 2023.
Ministry of Heavy Industries vide its order dated 29th December 2023
has entrusted the additional charge of the post of Chairman & Managing Director of HMT
Limited to Shri. Rajeev Singh, Executive Director, Bharat Heavy Electricals Limited, upto
24.11.2024, or till the joining of a regular incumbent, or until further orders, whichever
is earliest, subject to the approval of the Appointments Committee of the Cabinet (ACC).
Shri. Rajeev Singh, (DIN: 10447679) Chairman & Managing Director (Additional Charge)
has been inducted on the Board of Directors of the Company w.e.f 30th December, 2023 on
his assumption of charge.
Ministry of Heavy Industries vide its order dated 4th March, 2024 has
entrusted the additional charge of the post of Chairman & Managing Director of HMT
Limited to Shri. K Ravishankar, Executive Director, Bharat Heavy Electricals Limited in
place of Shri. Rajeev Singh, Executive Director, Bharat Heavy Electricals Limited, with
immediate effect and from the date of his assumption of charge of the post till 24.08.2024
i.e., date of his superannuation or till the joining of a regular incumbent or until
further orders whichever is earliest, subject to ex-post facto approval of Appointments
Committee of the Cabinet (ACC). Shri. K. Ravishankar (DIN: 10540509), Chairman &
Managing Director (Additional Charge) has been inducted on the Board of Directors of the
Company w.e.f 08th March, 2024 (A/N) on his assumption of charge.
Except as stated above, there are no other changes to the composition
of Board of Directors / Key Managerial Personnel of the Company during the financial year.
Ministry of Heavy Industries vide its order dated 26th March, 2024 has
entrusted the additional charge of the post of Chairman & Managing Director of HMT
Limited to Shri. Rajesh Kohli, Executive Director, Bharat Heavy Electricals Limited
(BHEL), in place of Shri. K. Ravishankar, Executive Director, Bharat Heavy Electricals
Limited, with immediate effect and from the date of his assumption of charge of the posts,
for a period of one year or till the joining of a regular incumbent, or until further
orders, whichever is earliest, subject to the ex-post facto approval of the Appointments
Committee of the Cabinet (ACC). Accordingly, Shri. Rajesh Kohli (DIN:10333951) has been
inducted as Chairman & Managing Director (Additional Charge) on the Board of Directors
of the Company w.e.f 5th April, 2024 (A/N) on his assumption of charge in place of Shri. K
Ravishankar.
Ms. Rita Saxena (DIN: 10294769), General Manager (Internal Audit), M/s
Bharat Heavy Electricals Limited, ceases to be Director (Finance) (Additional Charge), HMT
Limited, on completion of term from 25th May, 2024.
Ministry of Heavy Industries vide its order dated 7th June, 2024 has
entrusted the additional charge of the post of Director (Finance), HMT Limited, Bengaluru
to Smt. Sameena Kohli, General Manager (Finance- SBD & ISG), BHEL, Bengaluru for a
period of one year or till the joining of regular incumbent to the post or until further
order, whichever is earliest, subject to the approval of Appointment Committee of Cabinet
(ACC). Accordingly, Smt. Sameena Kohli (DIN: 10663362) has been inducted as Director
(Finance), (Additional Charge) on the Board of Directors of the Company w.e.f 10th June,
2024 on her assumption of charge.
Ministry of Heavy Industries vide its order dated 23rd July, 2024 has
appointed Dr. Renuka Mishra, Economic Adviser, Ministry of Heavy Industries as Government
Nominee Director on the Board of HMT Limited with immediate effect and until further
orders, vice Ms. Mukta Shekhar, ex-Joint Secretary, Ministry of Heavy Industries.
Accordingly, Dr. Renuka Mishra (DIN: 08635835) has been inducted as Government Nominee
Director on the Board of Directors of the Company w.e.f 23rd July, 2024.
Shri. Rajesh Kohli (DIN: 10333951), Dr. Renuka Mishra (DIN: 08635835)
and Smt. Sameena Kohli (DIN: 10663362) are proposed for appointment as Director in terms
of Article 67(4) of the Article of Association of the Company read with Section 160 of the
Companies Act, 2013 in the ensuing Annual General Meeting.
The Nomination and Remuneration Committee has recommended their
appointments.
Ms. Arti Bhatnagar, Director retires by rotation at the ensuing Annual
General Meeting and being eligible, offers herself for reappointment. The Board recommends
her re-appointment.
Shri. K. Ravishankar, Chairman and Managing Director (Additional
Charge), Smt. Aparna R., Chief Financial Officer and Shri. Kishor Kumar S, Company
Secretary are the Key Managerial Personnel's (KMP's) as defined under Section 2 (51) of
the Companies Act, 2013 as on 31.03.2024.
DECLARATION FROM INDEPENDENT DIRECTOR & REGISTRATION IN THE DATA
BANK MAINTAINED BY IICA
During FY2023-24, there were no Independent Directors on the Board of
the Company, hence declaration from Independent Directors & registration in the data
bank maintained by IICA is not applicable to the Company.
CODE OF CONDUCT
A declaration by the Chairman & Managing Director (Additional
Charge) for having obtained affirmation of compliance of the Code of Conduct by the Board
Member (s) and Senior Management for the year ended on March 31, 2024 is appended to this
report as Annexure-14.
INTERNAL FINANCIAL CONTROLS
With reference to financial statements, the Company has in place
adequate internal financial controls. A detailed note with respect to Internal Financial
controls is given in the Management Discussion and Analysis Report.
EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS
There are no Material changes and commitments affecting the financial
position of the company which occurred between 31st March 2024 and date of signing of this
Report.
RELATED PARTY TRANSACTIONS
The details of related party transactions are given in the notes to the
Financial Statements.
All Related Party Transactions entered into during the year were in
Ordinary Course of the Business and at Arm's Length basis. No Material Related Party
Transactions, i.e., transactions exceeding 10% of the annual consolidated turnover as per
the last audited financial statement, were entered into during the year by your Company.
Accordingly, the disclosure of Related Party Transactions as required under Section
134(3)(h) of the Companies Act, 2013, in Form AOC-2 is not applicable.
PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS
During FY2023-24, there were no instances of providing Guarantees and
making Investments covered under the provisions of Section 186 of the Companies Act, 2013.
Details of Loans covered under the provisions of Section 186 of the Companies Act, 2013
are given in the notes to the Financial Statements.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
There are no instances of one-time settlement during the financial year
2023-24.
STATUS ON COMPLIANCE WITH THE INSOLVENCY AND BANKRUPTCY CODE, 2016
There are no applications made or any proceeding pending against the
Company under Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year
2023-24.
OTHER DISCLOSURES
The Register of Members and Share Transfer records both in respect of
the shares held in physical and depository form are maintained by M/s. KFin
Technologies Limited, the Registrars & Share Transfer Agents of the
Company.
No significant and material orders have been passed by any Regulator(s)
or Court(s) or Tribunal(s) impacting the going concern status and Company's operations in
future.
As on 31st March 2024, no amount is required to be transferred to
Investor Education and Protection Fund (IEPF).
During FY2023-24, maintenance of cost records as specified by the
Central Government under subsection (1) of section 148 of the Companies Act, 2013 is
applicable to the Company. Accordingly, such records have been made and maintained by the
Company.
ACKNOWLEDGEMENTS
Your Directors gratefully acknowledge and are thankful to the various
Departments and Ministries in the Government of India, particularly the Ministry of Heavy
Industries, Ministry of Corporate Affairs, Comptroller and Auditor General of India,
Principal Director-Commercial Audit, Statutory and Branch Auditors, various State
Governments, Foreign Collaborators, the Subsidiary Companies, Suppliers, Reserve Bank of
India, UCO Bank and the valued Customers of the Company both in India and abroad for their
continued co-operation and patronage.
Your Directors would also like to take this opportunity to express
their appreciation for the hard work and sincere contributions and commitment of all the
HMT employees and look forward to their continued services in pursuit of building a world
class HMT.
|
For and on behalf of the Board of Directors |
| Place: Bengaluru |
(Rajesh Kohli) |
| Date: 25.10.2024 |
Chairman & Managing Director |
|
(Addl. Charge) |
|
DIN:10333951 |
|