To
The Members HMT Limited Bengaluru Dear Members,
The Board of Directors have pleasure in presenting the 70th Annual
Report on the Business & Operations of your Company and Annual Accounts of the Company
for the year 2022-23 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 Crore
Particulars |
2022-23 |
2021-22 |
Gross Revenue from |
51.59 |
12.58 |
Continuing Operations |
|
|
Other Income |
48.38 |
69.16 |
Total Income |
99.97 |
81.74 |
Profit Before Depreciation and
Finance Costs |
17.15 |
48.80 |
Depreciation |
2.11 |
1.95 |
Gross Profit/(Loss) |
15.04 |
46.85 |
Finance Cost |
0.13 |
8.50 |
Net profit before exceptional |
14.91 |
38.35 |
Items |
|
|
Add: Exceptional Items |
- |
- |
Net Profit before Tax |
14.91 |
38.35 |
Provision for Tax |
7.85 |
(0.01) |
Net Profit After Tax |
7.06 |
38.36 |
Profit/Loss from discontinued
operations |
- |
- |
Net Profit/(Loss) for the year |
7.06 |
38.36 |
Other Comprehensive |
0.21 |
1.17 |
Income |
|
|
Total Comprehensive Income |
7.27 |
39.53 |
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.7.00 Crore
as against Rs. 6.53 Crore in the previous year, and Sales of Rs. 43.55 Crore (including
Revenue from Powder Project Rs.36.80 Cr.) compared to Rs. 6.82 Crore in the previous year.
Auxiliary Business Division, Bangalore has registered a Production (Assembly of Watches)
of Rs.7.25 Crore during the FY 2022-23 & registered Sales of Rs.8.04 Crore during the
year 2022-23 against Rs.2.86 Crore and Rs.5.76 Crores during the previous year
respectively and sales includes the Sale of Watches and tractor spare parts. The total
turnover of the Company for the year 2022-23 stands at Rs.51.59 Crore as against Rs.12.58
Crore during 2021-22. The Profit Before Tax during the year 2022-23 is Rs. 14.91 Crore as
against Rs.38.35 Crore in the previous year. The reduction of profit is mainly on account
of bad debts during the year and income accounted for in the previous year in respect of
withdrawal of investment provision in HMT Bearings Limited as per the dissolution order
issued by NCLT. HMT Group along with its Subsidiaries achieved an aggregate production of
Rs. 130.83 Crore. Revenue from the operations reported as Rs. 203.81 Crore for the year
2022-23 against Rs. 175.74 Crore of previous year. HMT Group has reported a loss of Rs.
122.98 Crore in the current year against a profit of Rs. 534.09 Crore during the previous
year. The decrease in profit during the year is mainly on account of the waiver of GoI
liabilities to the extent of Rs. 657.14 Crore consequent to dissolution of HMT Chinar
Watches Limited and HMT Bearings Limited vide orders issued by Hon'ble National
Company Law Tribunal (NCLT), accounted in the previous year.
FUTURE OUTLOOK
Dairy Processing Equipment Market
According to a report by IMARC Group, the dairy industry in India is
expected to exhibit a CAGR of 13.2% during 2023-2028. The Indian government's
National Action Plan for Dairy Development aims to increase organised milk production from
the current 20-21% to 50% by 2023-2024. The dairy industry in India is aiming to build a
$355 billion industry by 2025.
However, according to a report by Expert Market Research, the
Indian dairy market attained a value of USD 203.3 Billion in 2022 and is projected to
reach USD 472.7 Billion by 2028. The market growth in Dairy requires support of
significant infrastructure investment across processing, chilling, logistics, cattle feed
etc.
The dairy machinery industry in India is expected to see steady growth
in the coming years. 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 taken 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
India's machine tool market has grown significantly over the past
decade, with a compound annual growth rate (CAGR) of over 13% from 2013 to 2019, according
to a report by Research and Markets. The market size reached USD 1.4 billion in 2022 and
is expected to reach USD 2.5 billion by 2028, growing at a CAGR of around 9.4% during
2023-2028. The growth of the machine tool market in India is primarily driven by the
increasing demand for machine tools from various end-use industries such as automotive,
aerospace, defense, and medical equipment manufacturing. India's growing population
and rising disposable income have also led to an increase in consumer spending on durable
goods such as automobiles, which in turn has driven demand for machine tools.
The Indian government has also been taking steps to support the growth
of the machine tool industry. For instance, the government launched the "Make in
India" initiative in 2014 to encourage domestic manufacturing and attract foreign
investment. Additionally, the government has implemented various policies to improve the
ease of doing business in India, including streamlining the process for obtaining business
licenses and permits.
The future of the machine tools market in India looks promising, with
several factors contributing to its growth. Here are some key trends that are likely to
shape the future of the machine tools market in India:
1. Government Initiatives: The Indian government has been taking
several initiatives to promote domestic manufacturing, including the Make in
India' program. The government's focus on boosting manufacturing in India is
likely to drive demand for machine tools in the coming years.
2. Industry 4.0 and Automation: The global trend towards Industry 4.0
and automation is expected to drive demand for advanced machine tools in India. Companies
in various sectors are increasingly adopting automation technologies to improve
productivity, reduce costs, and enhance product quality. This is expected to create
opportunities for manufacturers of advanced machine tools in India.
3. Emerging Sectors: India is witnessing the emergence of new sectors
such as electric vehicles (EVs), renewable energy, and defense manufacturing. These
sectors are expected to drive demand for specialized machine tools and create new
opportunities for manufacturers in the Indian machine tools market.
4. Increasing Investment: Several global companies have been investing
in the Indian machine tools market, either through partnerships or by setting up
manufacturing facilities in India. This is expected to drive technology transfer, enhance
the capabilities of domestic manufacturers, and boost the competitiveness of the Indian
machine tools market.
5. Growing Exports: India has emerged as a major exporter of machine
tools, with several Indian companies exporting machine tools to various countries. The
government's focus on promoting exports is likely to create new opportunities for
Indian machine tool manufacturers and further boost the growth of the industry.
In conclusion, the machine tools market in India is expected to witness
robust growth in the coming years, driven by government initiatives, emerging sectors,
increasing investment, and growing exports. The industry is likely to continue to evolve,
with an increasing focus on automation, Industry 4.0, and specialized machine tools.
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 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 2022-23, the Company has not received any
complaints of Sexual Harassment and 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.3045.45 Lakhs, as such, the Company is required to spend
at least two per cent of Rs.3045.45 Lakhs, i.e., Rs.60.91 Lakhs on CSR activities during
the FY2022-23 as per the provisions of section 135 (5) of the Companies Act, 2013.
The CSR Annual report for the FY 2022-23 are 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 FY2022-23 are
enclosed as Annexure-1A.
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 2022-23.
SUBSIDIARY COMPANIES
HMT Machine Tools Limited
The Subsidiary achieved Sales of Rs.142.24 Crore during 2022-23 against
Rs. 152.53 Crore in the previous year and registered Production of Rs.116.58 Crore as
against Rs. 117.12 Crore in the previous year. Net loss reported is Rs. 131.65 Crore
during the year 2022-23 against reported loss of Rs. 145.73 Crore in the previous year.
HMT (International) Limited
The Subsidiary achieved a turnover of Rs. 14.15 Crore during the year
2022-23 as against Rs.10.91 Crore recorded in the previous year 2021-22. The Subsidiary
reported Profit Before Tax (PBT) of Rs. 0.31 Crore against Rs. 0.28 Crore reported in
previous year.
SUBSIDIARIES UNDER CLOSURE
As per the Cabinet Committee of Economic Affairs (CCEA) decision during
the year 2016, the operations of the subsidiaries namely HMT Watches Limited and HMT
Bearings Limited have been closed. The revenue achieved has been on account of
sales/transfer of movable assets of these Subsidiaries. During the year Profit after Tax
reported by HMT Watches Limited is Rs. 1.50 Crore.
DISSOLUTION OF SUBSIDIARY COMPANIES
Hon'ble National Company Law Tribunal (NCLT), Hyderabad Bench,
Hyderabad passed an order for dissolution of HMT Bearings Limited from the date of order
dated 20.04.2022 under section 271-272 of the Companies Act, 2013. As per NCLT order,
HMT Limited is in the process of discharge of the obligation relating
to the return of capital to the minority shareholders / contributories.
ASSOCIATE /JOINT VENTURE COMPANY SUDMO-HMT Process Engineers (India)
Limited
This Joint Venture Company could not transact any business during the
year under review. For the financial year 2022-23, this Company incurred Net Loss of Rs
1.57 Lakhs.
Gujarat State Machine Tools Corporation Limited (GSMTC)
This Associate Company between HMT Limited and GIIC Limited has been
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-principal 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 Statement 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, 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 2022-23, 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,
2023, stood at 63 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, 2023 in SC/ST, Ex-servicemen, Physically
Handicapped and Women Employee Categories etc. is detailed below:
Scheduled Castes |
12 |
Scheduled Tribes |
03 |
Other Backward Classes |
10 |
Ex-Servicemen |
0 |
Persons with Disabilities |
0 |
Women employees |
16 |
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. The 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 2022 at all
units of the Company. Various competitions in Hindi such as Chitrakatha, 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 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).
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 (e.3152) dated 18.08.2023 has conveyed the extension of
entrustment of additional charge of the post of Chief Vigilance Officer, 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 the earliest. The Corporate Vigilance
Department carries out vigilance function in the Holding Company as well as Subsidiary
Companies. Vigilance functions 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.
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 put in place by the company are:
1. Open tenders and high value limited tenders are uploaded in
www.eprocure.gov.in.
2. Publishing details regarding all purchase orders /contracts
concluded during the month and above the threshold value (presently Rs 5.00 lakhs). This
is generally implemented by all units.
3. Application form for vendor registration along with list of items
required by different Units of HMT Limited and Subsidiaries are made available on Company
Website to enable the interested vendors to download the application form and submit the
same to the Unit of their choice.
4. Registered with TREDS' (Trade Receivables Discounting
Systems) for better MSME payment process.
5. Initiative of tech platform to enhance technical expertise and
capability through exchange of knowledge, experience for overall techno economic propose.
6. Efforts are being made to adopt E- Procurement process of
procurement.
7. Emphasis is made towards adopting E payment mode for release of
payment to suppliers and contractors. Necessary direction is issued to achieve compliance
level of 80%. Presently in many units the compliance level is more than 40%.
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 on Allotment of township quarters to be made online and
implementation is in progress.
10. Quarterly vigilance workshops were organized at all manufacturing
units to enhance the level of vigilance awareness among the employees and other
stakeholders. 11. Efforts are made for effective implementation and usage of
GEM' by Training and Awareness to the departments.
12. Awareness initiatives on Vigilance to fight corruption in the
organization have been uncalculated efficiently. 13. Vigilance Awareness Week 2022,
Preventive Vigilance Measures cum housekeeping activities was campaigned for 3 months from
16th Aug 2022 to 15th Nov 2022 as a precursor to VAW with the theme "Corruption
free India for a developed Nation" P???C??U Q???
P??UI?-?U?M??X?I? P??UI?'' was observed in all Units and Offices of HMT
Limited and Subsidiary Companies as per the guidelines of CVC. The number of inspections
including surprise inspections carried out by CVC and Unit Vigilance Officers along with
the number of property returns scrutinized between April 2022 to March 2023 is tabulated
below:-
|
Total carried out between |
Inspection |
April 2022-March 2023 |
|
(by Unit Vigilance Officers) |
Periodic Inspection |
456 |
of Purchase Files |
|
Surprise Inspection |
84 |
Scrutiny of Annual |
1126 |
Property Returns |
|
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 the 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: v that in the
preparation of the annual financial statements for the year ended 31.03.2023, the
applicable accounting standards has been followed along with proper explanation relating
to material departures; v 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; v 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; v that the annual financial statements have been prepared on
a going concern basis; v that proper internal financial controls were in place and
are adequate and were operating effectively; v that proper systems to ensure
compliance with the provisions of all applicable laws were in place and were adequate and
operating effectively; v Since the overall performance of the Company is evaluated
against the annual MoU targets set by the Department of Public Enterprises (DPE), no
specific criteria is laid down for the evaluation of Board and of its Committees and the
individual Directors. Since your Company being a Central Public Sector Enterprise (CPSE),
the personnel policies and guidelines issued by DPE are being adopted in line with other
CPSEs. Accordingly, your Company has not formulated any separate policy in respect of
appointment or evaluation of senior management and key managerial personnel.
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 at March 31, 2023 on its
website at https://www.hmtindia.com/ investor-relation/ar/.
AUDITORS
M/s. S.S.B & Associates, Chartered Accountants, Bengaluru were
appointed as Statutory Auditors of the Company for the year 2022-23 by the Comptroller
& Auditor General of India. M/s. V D Abhyankar
& Associates, 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 by way of an addendum to this Report as Annexure-7 SECRETARIAL AUDIT REPORT
In terms of Section 204 of the Companies Act 2013 and rules made
thereunder, the Company has appointed Shri D. Venkateswarlu, Practicing Company Secretary,
to undertake the Secretarial Audit of the Company for the year 2022-23. The report of the
Secretarial Auditor is appended as Annexure-8 to this report. The reply to
observations of Secretarial Auditor is attached as addendum to Director's report 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 2022-23 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
The Company's Business Responsibility & Sustainability Report
for the year 2022-23 is appended as Annexure-14 to this report.
BOARD MEETINGS AND CHANGE IN DIRECTORS /KEY MANAGERIAL PERSONNEL
During the financial year, Ten Board meetings were held and the details
are given in Corporate Governance Report.
Shri. Vijay Mittal, Joint Secretary, Ministry of Heavy Industries was
appointed as Part time Official Director on the Board of HMT Limited with effect from 25th
March 2022, until further orders vice Shri. Jeetendra Singh, Joint Secretary, Ministry of
Heavy Industries.
Shri. A.K. Jain, Executive Director, M/s. Bharat Heavy Electricals
Limited has been entrusted with the additional charge of the post of Chairman
& Managing Director & Director (Finance), HMT Limited upto 24th
August, 2022. Shri. Pankaj Gupta, Executive Director, M/s. Bharat Heavy Electricals
Limited has been entrusted with the additional charge of the post of Chairman &
Managing Director, HMT Limited w.e.f. 25th August, 2022 to 24th November 2023, or till the
joining of a regular incumbent, or until further order, whichever is earlier., by the
Ministry of Heavy Industries. Dr. Renuka Mishra, Economic Advisor, Ministry of Heavy
Industries was appointed as Government Nominee Director on the Board of HMT Limited with
effect from 12th September 2022, until further orders vice Shri. Vijay Mittal, Joint
Secretary, Ministry of Heavy Industries.
Shri. Ramji Lal and Shri. Vishweshwar Bhat ceased to be Independent
Directors in view of completion of term of three years on close of business hours on 26th
January 2023.
Ms. Arti Bhatnagar, Additional Secretary & Financial Adviser,
Ministry of Heavy Industries was appointed as Government Nominee Director on the Board of
HMT Limited with effect from 14th February 2023, until further orders vice Shri. Shashank
Priya, ex-Special Secretary & Financial Adviser, Ministry of Heavy Industries.
Except as stated above, there are no other changes to the composition
of Board of Directors of the Company during the financial year.
Subsequent to the financial year, Ministry of Heavy Industries,
Government of India, vide its Order No. 1-05/7/2019-PE-X (e-19281) dated 24th August,
2023, has entrusted the additional charge of the post of Director (Finance), HMT Limited,
Bengaluru to Ms. Rita Saxena, General Manager (Internal Audit), BHEL, Bengaluru 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), General Manager (Internal Audit),
BHEL, Bengaluru has assumed the additional charge of the post of Director (Finance), HMT
Limited, Bengaluru on 25th August, 2023.
Further, 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.
Ms. Arti Bhatnagar (DIN: 10065528), Ms. Rita Saxena (DIN: 10294769) and
Ms. Mukta Shekhar (DIN: 10118859) 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 and Board of Directors has recommended their appointments.
Shri. Pankaj Gupta, Chairman and Managing Director retires by rotation
at the ensuing Annual General Meeting and being eligible, offers himself for
reappointment. The Board recommends his reappointment.
Shri. Pankaj Gupta, Chairman and Managing Director (Additional Charge),
Smt. Kamna Mehta, Chief Financial Officer and Shri. Kishor Kumar S, Company Secretary are
the KMP's as defined under Section 2(51) of the Companies Act, 2013 as on
31.03.2023.
DECLARATION FROM INDEPENDENT DIRECTOR
& REGISTRATION IN THE DATA BANK MAINTAINED BY IICA
As per section 149(7) of the Companies Act, 2013, during FY2022-23, the
Company has received declaration from Shri. R. Vishweshwar Bhat & Shri. Ramji Lal,
Independent Directors of the Company. Regarding proficiency, the Company has adopted
requisite steps towards the inclusion of the names of all Independent Directors in the
data bank maintained with the Indian Institute of Corporate Affairs, Manesar
(IICA'). Accordingly, all the Independent Directors of the Company have
registered themselves with IICA for the said purpose. In terms of Section 150 of the Act
read with the Companies (Appointment & Qualification of Directors) Rules, 2014, as
amended vide Notification No. GSR.774(E), dated 18.12.2020, since Independent Directors of
the Company have served as Directors for a period of less than three (3) years on the
Board of Listed Company as on the date of inclusion of their names in the database, they
are required to undertake online proficiency self-assessment test unless exempted.
Independent Directors have informed the Company that they will undertake the online
assessment test before the due date unless exempted from the test.
CODE OF CONDUCT
A declaration by the Chairman & Managing Director for having
obtained affirmation of compliance of the Code of Conduct by the Board Member (s) and
Senior Management for the year ended March 31, 2023 is appended to this report as Annexure-15.
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 2023 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.
However, Board has approved to transfer the Immovable assets (Book
value Rs.296.06 lakhs), accept all the legal cases and uncrystallized Contingent
Liabilities upto Rs.80 crores from HMT Watches Limited, wholly owned subsidiary Company
under closure, consequent to administrative approval of Ministry of Heavy Industries.
Approval from the Shareholders of the Company obtained on 18th December 2022. Necessary
disclosures have been made in the note to the Financial Statements. Further, Company shall
continue with the activity of disposal of immovable assets of HMT Watches Limited and
transfer the sale proceeds received in this regard to Administrative Ministry/Government
of India as per the Cabinet Committee of Economic Affairs ("CCEA") approval
dated 13.01.2016 after deducting the applicable taxes and related expenses thereon.
PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS
During FY2022-23, 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
2022-23.
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
2022-23
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 2023, no amount is required to be transferred to
Investor Education and Protection Fund (IEPF).
During FY2022-23, maintenance of cost records as specified by the
Central Government under subsection (1) of section 148 of the Companies Act, 2013 is not
applicable to 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
Industry, 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 |
|
(Pankaj Gupta) |
Place: Bengaluru |
Chairman & Managing Director |
Date: 06.09.2023 |
(Addl. Charge) |
|
DIN : 09716028 |
ANNUAL REPORT ON CSR ACTIVITIES
1. Brief Outline on CSR Policy of the Company: CSR Vision: To
contribute the sustainable development and inclusive growth while taking care of People,
Planet and organizational goals / growth.
CSR Mission a) To become socially responsible corporate entity
committed to improving the quality of life of the society at large. b) To create and
develop facilities for the communities we engage with. c) To balance economic,
environmental and welfare development objectives through collective and unified effort of
all stakeholders. Objective: The policy is framed with the objective(s) stated
herein below: a) To provide framework for carrying out the CSR projects or programs or
activities including the modalities of execution and transparent monitoring mechanism for
its implementation undertaken by the Company which is within the scope of the Companies
Act 2013 and the rules made therein; the DPE Guidelines, as amended from time to time; b)
To create awareness on CSR practices across all the levels in the Company, operate its
business in an economically, socially & environmentally sustainable manner, while
recognizing the interests of all its stakeholders. c) Through its CSR Initiatives,
generate community goodwill and help reinforce a positive & socially responsible image
for HMT.
Main Features of the Policy a) This policy broadly covers all
relevant clause(s)/ sections of the Companies Act, 2013, the Companies Amendment Rules,
2014 and the DPE Guidelines. b) This Policy relates to the activities to be undertaken by
the Company as specified in Schedule VII of the Companies Act and the expenditure thereon,
excluding activities undertaken in pursuance of normal course of business of the Company.
c) The CSR projects or programs or activities that benefit only the employees of the
company and their families shall not be considered as CSR activities in accordance with
section 135 of the Act. d) The CSR and Sustainability budget expenditure shall be fixed in
accordance with the provisions of the Act, Rules and the Guidelines. e) The Company will
endeavor at all times to build and develop the skills of its CSR team and enhance level of
CSR awareness within the organization. f) Execution of CSR projects can be taken up
generally by in-house teams or through suitable partnerships with State Governments, PSUs,
NGOs, Private Companies. As far as possible, HMT's manpower should be committed only
for monitoring and supervision. g) To assist and take up CSR activities forward, the
Corporate CSR Committee & Unit CSR Committee (on need basis) has been constituted.
2. Composition of CSR Committee:
Sl. No. Name of
Director |
Designation / Nature of
Directorship |
Number of meetings of CSR
Committee held during the year |
Number of meetings of CSR
Committee attended during the year |
1 Shri. A.K. Jain1 |
Chairman / Chairman &
Managing Director (Addl. Charge) |
2 |
2 |
2 Shri. Pankaj Gupta2 |
Chairman / Chairman &
Managing Director (Addl. Charge) |
1 |
1 |
3 Shri. Vishweshwar Bhat3 |
Member / Independent Director |
3 |
3 |
4 Shri. Ramji Lal4 |
Member / Independent Director |
3 |
3 |
5 Dr. Renuka Mishra5 |
Member / Govt. Nominee
Director |
_ |
_ |
6 Shri. Shashank Priya6 |
Member / Part time official
Director |
_ |
_ |
7 Ms. Arti Bhatnagar7 |
Member / Govt. Nominee
Director |
_ |
_ |
1. Ceased to be Chairman w.e.f. 24.08.2022
2. Appointed as Chairman w.e.f. 25.08.2022
3. Ceased to be Member w.e.f. 26.01.2023
4. Ceased to be Member w.e.f. 26.01.2023
5. Appointed as Member w.e.f. 27.01.2023
6. Appointed as Member w.e.f. 27.01.2023 and Ceased to be Member
w.e.f. 14.02.2023
7. Appointed as Member w.e.f. 14.02.2023
3. Provide the web-link where Composition of CSR committee, CSR
Policy and CSR projects approved by the board are disclosed on the website of the company.
Committee Composition: https://www.hmtindia.com/investor-relation/share-holder-information/
CSR Policy: https://www.hmtindia.com/policies/ CSR Projects: https://www.hmtindia.com/investor-relation/share-holder-information/
4. Provide the executive summary along with web-link(s) of
Impact Assessment of CSR Projects carried out in pursuance of sub-rule (3) of rule 8, if
applicable.
Not applicable
5. (a) Average net profit of the company as per sub-section (5) of
section 135: Rs. 304545017/- (b) Two percent of average net profit of the company
as per sub-section (5) of section 135: Rs.6090900/-
(c) Surplus arising out of the CSR projects or programmes or
activities of the previous financial years: NIL# # Funds to be spent as part of
on-going CSR projects of previous financial years are detailed in Table No.7. below.
(d) Amount required to be set off for the financial year, if any:
NIL (e) Total CSR obligation for the financial year [(b)+(c)-(d)]: Rs. 60,90,000/-
6. (a) Amount spent on CSR Projects (both Ongoing Project and
other than Ongoing Project):
Rs. 6040919/-
(b) Amount spent in Administrative Overheads: Rs. 49,981/-
(c) Amount spent on Impact Assessment, if applicable: Not
Applicable (d) Total amount spent for the Financial Year [(a)+(b)+(c)]: Rs.
60,90,900/-@
@ Total CSR amount earmarked during the reporting FY2022-23.
(e) CSR amount spent or unspent for the Financial Year:
|
|
Amount Unspent (in Rs.) |
|
|
Total Amount Spent for the
Financial Year (In Rs) |
Total Amount
transferred to Unspent CSR Account as per section 135(6) |
Amount
transferred to any fund specified under Schedule VII as per second proviso to section
135(5) |
|
Amount |
Date of transfer |
Name of the Fund |
Amount |
Date of transfer |
1819640* |
4271260 |
28.04.2023 |
- |
- |
- |
*Amount spent pertaining to FY2022-23 as on 31.03.2023.
(f) Excess amount for set-off, if any:
Sl. No. Particular |
Amount (In Rs.) |
(i) Two percent of average net
profit of the company as per sub-section (5) of section 135 |
6090900 |
(ii) Total amount spent for the Financial
Year |
1819640 |
(iii) Excess amount spent for the Financial
Year [(ii)-(i)] |
NIL |
(iv) Surplus arising out of
the CSR projects or programmes or activities of the previous Financial Years, if any |
NIL |
(v) Amount available for set off in
succeeding Financial Years [(iii)-(iv)] |
NIL |
7. Details of Unspent Corporate Social Responsibility amount for the
preceding three Financial Years:
1 |
2 |
3 |
4 |
5 |
6 |
7 |
8 |
Sl. No. |
Preceding Financial
Year(s) |
Amount transferred to
Unspent CSR Account under sub- section (6) of section 135 (in Rs.) |
Balance Amount in Unspent
CSR Ac- count under subsection (6) of section 135 (in Rs.)* |
Amount Spent in the
Financial Year (in Rs) ** |
Amount
transferred to a Fund as specified under Schedule VII as per second proviso to subsection
(5) of section 135, if any |
Amount remaining to be
spent in succeeding Financial Years (in Rs) *** |
Deficiency, if any |
|
|
|
|
|
Amount (in Rs) |
Date of transfer |
|
|
1 |
2019-20 |
- |
- |
- |
- |
- |
- |
- |
2 |
2020-21 |
970000 |
80100 |
80100 |
Nil |
Nil |
NIL |
Nil |
3 |
2021-22 |
4103000 |
4103000 |
4103000 |
Nil |
Nil |
NIL |
Nil |
* As on 01.04.2022, ** spent in the reporting FY, *** After FY2022-23.
8. Whether any capital assets have been created or acquired
through Corporate Social Responsibility amount spent in the Financial Year: No Furnish
the details relating to such asset(s) so created or acquired through Corporate Social
Responsibility amount spent in the Financial Year:
Sl. No. Short particulars
of the property or asset(s) [including complete address and location of the property] |
Pin code of the property
or asset(s) |
Date of creation |
Amount of CSR amount
spent |
Details of
entity/ Authority/ beneficiary of the registered owner |
1 2 |
3 |
4 |
5 |
|
6 |
|
|
|
|
|
CSR Registration Number,
if applicable |
Name |
Registered address |
|
|
|
N/A |
|
|
|
9. Specify the reason(s), if the company has failed to spend two
per cent of the average net profit as per subsection (5) of section 135: N/A
Date: 06.09.2023 |
Pankaj Gupta |
|
{Chairman & Managing Director (Addl.
Charge)} |
|
& |
|
(Chairman, CSR Committee) |
DETAILS OF THE CSR ACTIVITIES UNDERTAKEN DURING FY2022-23 (Status of
On-going & other than On-going CSR projects)
Sl. No. |
CSR Amount (in Rs.) |
Name of the Project |
Item from the list of
activities in Schedule VII to the Act |
Location of the project |
Mode of Implementation |
Project duration / Date
of Completion |
1 |
1239640 Approx |
Menstrual Health Management
and adoption of Reusable Sanitary Napkin (4500 Set/18000 Nos) |
Item No. I (HealthCare) |
Yadgir, Karnataka |
Direct |
31.03.2024 |
2 |
500000 |
Mid-day Meal Programme
schools |
Item No. I (Nutrition) |
Ajmer, Rajasthan |
Indirect Thru: Akshaya Patra
Foundation |
29.03.2023 |
3 |
3801260 Approx |
Aids and assertive devices to
Divy angjans / Senior Citizens/Disabled Persons |
Item No. I (HealthCare) |
Anywhere in Karnataka |
Indirect: Thru ALIMCO |
31.03.2024 |
4 |
194000 |
Nutrition Food / Blind
Walking Sticks/ Metal Cots Other Health Care Accessories to Disabled Students / Orphans in
M/s. Bless Society of Rural and Urban Development & M/s. Swavalamban Angavikalara Seva
Charitable Trust |
Item No. I (HealthCare) |
Bangalore, Karnataka |
Direct |
23.06.2023 |
5 |
306019 |
Braille Books, Computers,
its Accessories / Stationeries/ School Bags / Shoes / Other Educational Accessories to
Disabled Students Orphans in M/s. Bless Society of Rural and Urban Development & M/s.
Swavalamban Angavikalara Seva Charitable Trust |
Item No. II (Education) |
Bangalore, Karnataka |
Direct |
13.07.2023 |
49981 |
Administrative Expenses |
|
|
|
|
6090900 |
|
|
|
|
|
Form AOC-1 Annexure - 2
(Pursuant to first proviso to sub-section (3) of section 129 read with
rule 5 of Companies (Accounts) Rules, 2014)
Statement containing salient features of the financial statement of
subsidiaries/associate companies/joint ventures Part "A": Subsidiaries
(Information in respect of each subsidiary to be presented with amounts
Rs in Lakhs)
|
|
Details |
|
Sl. No. Particulars |
01 |
02 |
03 |
Name of the subsidiary |
HMT Machine Tools Limited |
HMT (International)
Limited |
HMT Watches Limited |
1 The date since when subsidiary was acquired |
09-08-1999 |
13-12-1974 |
09-08-1999 |
2 Reporting period for the
subsidiary concerned, if different from the holding company's reporting period |
NA |
NA |
NA |
3 Reporting currency and
Exchange rate as on the last date of the relevant Financial year in the case of foreign
subsidiaries |
NA |
NA |
NA |
4 Share capital |
27659.91 |
72.00 |
649.01 |
5 Reserves & surplus (Accumulated Losses) |
(209331.60)# |
3631.27 |
(268727.66) |
6 Total assets |
36680.66 |
5883.81 |
1304.31 |
7 Total Liabilities |
218352.35 |
2180.54 |
269382.96 |
8 Investments |
- |
- |
- |
9 Turnover |
14224.06 |
1415.45 |
- |
10 Profit before taxation |
(13165.15) |
30.71 |
149.62 |
11 Provision for taxation |
- |
10.49 |
- |
12 Profit after taxation |
(13165.15) |
20.22 |
149.62 |
13 Proposed Dividend |
NIL |
NIL |
NIL |
14 Extent of shareholding (in percentage) |
100% |
100% |
100% |
#Includes Capital Reserve of Rs.2270.82 Lakhs
1. Names of subsidiaries which are yet to commence operations -
NIL
2. *Names of subsidiaries which have been liquidated or sold
during the yearOne
* HMT Bearings Limited dissolved vide order dated 20.4.2022 issued by
Hon'ble NCLT and balances have become NIL' as on 31.3.2022.
Part "B": Associates and Joint Ventures
Statement pursuant to Section 129 (3) of the Companies Act, 2013
related to Associate Companies and Joint Venture
(Rs in Lakhs)
|
Details |
Sl. No. Particulars |
Gujarat State Machine
Tools Corporation Ltd (Name of Associate) |
SUDMO-HMT Process
Engineers (India) Limited (Name of Joint Ventures) |
1 Latest Audited Balance Sheet Date |
31.03.2022 |
31.03.2023 |
2 Date on which the Associate
or Joint Venture was associated or acquired |
15-02-1975 |
05-09-1994 |
3 Shares of Associate held by
the company on the year end Nos. |
2084050 of Rs. 1/- each |
150000 of Rs. 10/- each |
Amount of Investment in
Associates / Joint Venture |
20.84 |
15.00 |
Extent of Holding % |
39.86% |
50% |
4 Description of how there is
significant influence |
Investment in the equity to
the extent of 39.86% paid up capital |
Investment in the equity to
the extent of 50% paid up capital |
5 Reason why the associate /
joint venture is not Consolidated |
Accounts of GSMTC are not yet
finalized |
N.A |
6 Net worth attributable to
Shareholding as per latest audited Balance Sheet |
Accounts of GSMTC are not yet
finalized |
18.77 |
7 Profit / Loss for the year |
|
|
i. Considered in Consolidation |
NIL |
(0.79) |
ii. Not Considered in
Consolidation |
Accounts of GSMTC are not yet
finalized |
N.A |
1. Names of Associates which are yet to commence operations - NIL
2. Names of Associates which have been liquidated during the year - NIL
|
For and on behalf of the Board of Directors |
Place: Bengaluru |
(Pankaj Gupta) |
Date: 06.09.2023 |
Chairman & Managing Director |
|
(Addl. Charge) |
|
DIN : 09716028 |
|