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EQUITY - MARKET SCREENER

HMT Ltd
Industry :  Engineering
BSE Code
ISIN Demat
Book Value()
500191
INE262A01018
11.1439767
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
HMT
45.93
881.89
EPS(TTM)
Face Value()
Div & Yield %
0.54
10
0
 

As on: May 21, 2022 01:04 AM

To

The Members HMT Limited Bengaluru Dear Members,

The Board of Directors has pleasure in presenting the 68th Annual Report on the Business & Operations of your Company and Annual Accounts of the Company for the year 2020-21 along with the Auditors' Report. The Comments of the Comptroller & Auditor General of India are attached to this Report.

Financial summary or highlights/Performance of the Company (Standalone)

Particulars 2020-21 2019-20
Gross Revenue from
Continuing Operations 2346 2613
Other Income 6510 4331
Total Income 8856 6944
Profit Before Depreciation
and Finance Costs 5090 2833
Depreciation 202 27
Gross Profit/(Loss) 4888 2806
Finance Cost 1730 2
Net profit before exceptional
Items 3158 2804
Add: Exceptional Items - -
Net Profit before Tax 3158 2804
Provision for Tax 409 -
Net ProfitAfter Tax 2749 2804
Profit/Loss from discontinued
operations - 22014
Net Profit/(Loss) for the year 2749 24818
Other Comprehensive
Income (135) (440)
Total Comprehensive Income 2614 24378

OPERATING RESULTS

Company's main business portfolios included product range of Food Processing Machines. The Company recorded a Production of Rs. 15.39 Crore as against Rs.20.99 Crore in the previous year, and Sales of Rs.18.91 Crore compared to Rs.22.02 Crore in the previous year.

Year 2020-21 2019-20
Production 15.39 20.99
Sales 18.91 22.02

The total turnover of the Company for the year 2020-21 stands at Rs. 23.46 Crore as against Rs.26.13 Crore during 2019-20. The Profit Before Tax during the year

2020-21 is Rs. 31.58 Crore as against Rs.28.04 Crore in the previous year.

HMT Group along with its Subsidiaries achieved an aggregate production of Rs. 176.59 Crore. Revenue from the operations reported as Rs. 203.89 Crore for the year 2020-21 against Rs. 260.30 Crore of previous year. HMT Group has incurred a loss of Rs. 110.03 Crore in the current year against a profit of Rs. 147.31 Crore during the previous year.

FUTURE OUTLOOK

Dairy Processing Equipment Market

The growth of food processing industry is fuelling the demand for equipment for the sector. The Indian food processing market has the presence of most of the global equipment manufacturing companies. The market has a promising growth potential due to several factors, including the rising production and consumption of milk and other dairy products along with increased automation in dairy product manufacturing.

Dairy processing equipment performs various operations in modern dairy farms. Some of these operations include storing, filtering, pasteurizing, and homogenizing raw milk. Dairy processing equipment can also conduct a wide range of dairy-related processes ranging from chilling raw milk, cream separation, and packaging to producing processed beverages, cultured products, concentrates and powders. In recent years, the demand for dairy processing equipment has increased, as it helps in reducing manual labour, lowering the processing time and improving the overall plant efficiency.

3

India has been the leading producer and consumer of dairy products worldwide since 1998 with a sustained growth in the availability of milk and milk products. Dairy activities form an essential part of the rural Indian economy, serving as an important source of employment and income. India also has the largest bovine population in the world. However, the milk production per animal is significantly low as compared to the other major dairy producers. Moreover, nearly all of the dairy produce in India is consumed domestically, with the majority of it being sold as fluid milk. Therefore, the Indian dairy industry holds tremendous potential for value-addition and overall development. According to the latest report by IMARC Group, titled "Dairy Industry in India 2021 Edition: Market Size, Growth, Prices, Segments, Cooperatives, Private Dairies, Procurement and Distribution", the dairy market in India reached a value of INR 11,357 Billion in 2020.

Along with offering profitable business opportunities, the dairy industry in India serves as a tool of socioeconomic development. Keeping this in view, the Government of India has introducedopportunities for the various schemes and initiatives aimed at the development of the dairy sector in the country. Further, the Indian dairy market is expected to exhibit strong growth during the next five years. Our Company is exploring all opportunities to tap the potential.

Machine Tools Market

The engineering sector is the largest of the industrial sectors in India. It accounts for 27% of the total factories in the industrial sectors and represents 63% of the overall foreign collaborations. India's engineering sector has witnessed a remarkable growth over the last few years driven by increased investment in infrastructure and industrial production. The engineering sector, being closely associated with the manufacturing and infrastructure sectors, is of strategic importance to India's economy.

The machine tool market in India has the potential to grow by USD 1.9 billion during 2020-2024, and the market's growth momentum will accelerate at a CAGR of 12.78%.

The production of machine tools has been influenced by their demand across the automotive, industrial, and transportation machinery. Moreover, suppliers are focusing on the digital transformation of the machinery, owing to the shift of the era from conventional to CNC machines & further to multitasking machine. This transformation is the result of the demand for high productivity, high quality, and reduced cycle time across the end-user industry with Industry 4.0 implementation along with robotics and automation.

The machine tool industry now needs to intensify its R&D initiatives and manufacture products that user industries are looking for and which can also be sold globally. Vibrant manufacturing is vital for the country's growth and the measures announced in the economic package will provide much-needed liquidity for industries, promote local manufacturing, spur demand and help them steer away from uncertainties.

Development and proliferation of automation, robotics, artificial intelligence, machine learning and control solutions are presenting significant manufacturing industry.

While government is stressing on a self-reliant India, machine tool industry needs to continue working with new and emerging sectors such as healthcare and medical equipment, infrastructure, aerospace, defence, food processing, agricultural machinery and equipment, textile machinery, railways, power, electronics, and others.

Some of the major projects supported by the Government of India, to create investment opportunities in Indian machine tools sector are as follows:

‘Make in India' is a programme designed by the

Government of India to facilitate investment, foster innovation, enhance skill development, protect intellectual property and improve the manufacturing infrastructure in the country. One of the primary objectives of this initiative is to attract investments from around the world and strengthen India's manufacturing sector. It will directly impact the machine tools industry as the industry is at the core of manufacturing. India's vision to emerge as a global manufacturing hub is closely linked to its capability in machine tools. The machine tool industry will play a significant in making the ‘Make in India' initiative successful.

The government is also planning large projects to enhance the infrastructure in tier 2 cities, that will directly involve the metal forming segment of the machine tool industry. Under the ‘Make in India' initiative, the Government of India aims to increase the share of manufacturing sector to 25% by 2022 and create 100 Mn new jobs by 2022.

The machine tools sector is included in the

National Capital Goods Policy that aims at making the Indian capital goods sector competitive globally. The policy will consider the major capital goods sub-sectors such as machine tools, textile machinery, earthmoving and mining machinery, heavy electrical equipment, plastic machinery, process plant equipment, dies, moulds and press tools, printing and packaging machinery and food processing machinery as priority sectors to be developed under the 'Make in India' initiative.

Mini Tool Room and Training Centre Scheme

Government of India has planned to assist the state governments to set up ‘Mini Tool Room' and training centres to meet the growing demand of machine tools and dies in the country, especially in the MSME sector.

IMPACT OF COVID-19 ON HMT LIMITED & SUBSIDIARIES

HMT being a manufacturer of Capital Goods, the impact of COVID 19 has been considerable. The impact is on three fronts

Domestic Demand

User sectors of HMT Products deferred their investments based on the economic situation. This had an impact on the performance of the Company.

Issues with Imports

The machines manufactured by the Company have an imported content of around 40% by value. For items like

CNC Controllers and Drives, Spindle Bearings, Linear Motion Guides etc., there are no domestic manufacturers and have to depend on imports. The manufacturers are also facing similar problems due to the pandemic in their countries. The schedules for receipt of items have got postponed which in turn has affected the sales performance of the Company.

International Projects

HMT (International) has secured orders for international projects some of which are in the final stages. Due to the restrictions on international travel, HMT was not able to depute their personnel for completion. Further, in some cases, customer's representatives are to visit our units for training /pre dispatch inspection which also did not happen due to ban on international travel.

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).

FIXED 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

DISCLOSUREASPERTHESEXUALHARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

During the Financial year 2020-21, 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 https://www.hmtindia.com/policies/.

The average net profits of the Company during the three immediately preceding financial years is Rs.760 Lakhs, as such, the Company is required to spend at least two per cent of Rs.760 Lakhs, i.e., Rs.15.2 Lakhs on CSR activities during the FY2020-21 as per the provisions of section 135 (5) of the Companies Act, 2013.

The CSR activities undertaken by the Company during the Financial Year 2020-21 is provided as Annexure-1 in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 and amendments.

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/.

Subsequent to the FY2020-21, the Board of Directors of the Company has constituted the Risk Management Committee of the Board on 12.07.2021 in line with the SEBI (LODR) Regulations, 2015.

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 2020-21.

SUBSIDIARY COMPANIES HMT Machine Tools Limited

The Subsidiary achieved Sales of Rs. 166.19 Crore against Rs. 176.23 Crore and attained Production of Rs. 161.20 Crore as against Rs. 213.42 Crore, in the previous year. Net loss reported is Rs. 132.79 Crore during the year 2020-21 against reported loss of Rs. 98.72 Crore in previous year.

HMT (International) Limited

The Subsidiary achieved a turnover of Rs. 19.83 Crore during the year 2020-21 as against Rs. 67.15 Crore recorded in the previous year 2019-20. Continuing the trend of achieving profits, Subsidiary reported Profit

Before Tax (PBT) of Rs. 1.20 Crore against Rs. 3.88 Crore reported in previous year.

SUBSIDIARIES UNDER CLOSURE

As per the CCEA decision, the operations of the subsidiaries namely HMT Watches Ltd, HMT Chinar Watches Ltd and HMT Bearings Ltd have been closed. There has been no production during the year. 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.2.70 Crore. HMT Bearings Limited (upto 16-12-2020) and HMT Chinar Watches Ltd (upto 6-8-2020) have incurred a net loss of Rs. 0.08 Crore and Rs 0.11 Crore respectively during the year.

HMT Chinar Watches Limited, a wholly owned subsidiary, has been approved for voluntary liquidation on March 25, 2019, under section 59 of Insolvency and Bankruptcy code 2016 (IBC 2016). After completion of closure compliances, Insolvency Professional (IP) appointed for the purpose, has remitted the final dividend of Rs. 609.28 Lakhs and the Share Capital of Rs. 166.01 Lakhs to HMT Limited. Audited Financials as at August 6, 2020 along with the petition has been submitted before Hon'ble National Company Law Tribunal, Chandigarh on August 26, 2020 for dissolution of M/s. HMT Chinar Watches Limited in terms of section 59 of the Insolvency and Bankruptcy Code, 2016 read with the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulation, 2017 and waiting further directions from Hon'ble NCLT.

HMT Bearings Limited, a Subsidiary has submitted petition under section 271-272 of the Companies Act, 2013 before Hon'ble National Company Law Tribunal, Hyderabad on 19.06.2020 for voluntary winding up of the Company. Hon'ble NCLT, Hyderabad vide its order dated 16.12.2020 allowed petition and passed order for winding up of HMT Bearings Limited and also appointed Shri. Sai Ramesh Kanuparthi, Insolvency Professional (IP), from Hyderabad to act as Company Liquidator for the purpose. The Insolvency Professional has initiated the winding up proceeding.

ASSOCIATE /JOINT VENTURE COMPANY SUDMO-HMT Process Engineers (India) Ltd.

This Joint Venture Company could not transact any business during the year under review. For the financial year 2020-21, this Company incurred Net Loss of Rs. 0.06 Lakhs.

Gujarat State Machine Tools Corporation Ltd.

This Joint Venture Company between HMT and GIIC Ltd has discontinued its operations since long. It is therefore proposed to divest from this Associate Company jointly with the JV Partner. The process of disinvestment from this Company is under consideration by the Company in consultation with the JV Partner.

Salient features of the financial statement of subsidiaries/ associate companies/joint ventures are provided in Form AOC-1 as Annexure -2.

INDIAN ACCOUNTING STANDARDS

As required under Companies (Indian Accounting

Standard) Rules, 2015 (Notification No. 111(E) dated

16.02.2015 issued by Ministry of Corporate Affairs) the Company has prepared the financial statements in accordance with Indian Accounting Standards (Ind AS) with effect from financial year 2016-17.

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 2020-21, 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 & in company's website www.hmtindia.com.

HUMAN CAPITAL

Information in accordance with the Companies Act, 2013 read with the Companies (Particulars of Employees), Rules, 1975, as amended, is NIL for the year 2020-21. The employee strength of the Company (HMT Limited) as on March 31, 2021, stood at 80 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, 2021, in SC/ST, Ex-servicemen, Physically Handicapped and Women Employee Categories etc. is detailed below:

Scheduled Castes 14
Scheduled Tribes 02
Other Backward Classes 15
Ex-Servicemen 01
Persons with Disabilities 02
Women employees 16
Minorities 05

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 all the Units of the Company and its Subsidiaries, including the Corporate

Office at Bengaluru to monitor implementation of the Official Language Act, Rules, Policy, etc. which meets at regular intervals in every quarter.

In order to propagate the usage of Hindi as Official

Language, "HINDI DIWAS/HINDI FORTNIGHT" was observed during the month of September 2020. Various competitions in Hindi such as Chitrakatha,

Impromptu Speech, Official Language Quiz, Hindi Song

Competition were organized during Hindi Fortnight 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 prominent place in the Company and Hindi Newspapers are being procured on daily basis to propagate the usage of official Language among employees. The Officers/ employees of the Company regularly take part in the meetings/ programs, Online webinars, Hindi Month Celebration of the Town Official Language Implementation Committee

(TOLIC). The Company regularly take part in the meetings, Workshop, Online webinars organized by

Town Official Language Implementation Committee

(TOLIC). The Employees of the Company participated in the Joint Hindi Month Celebrated of TOLIC during August 2020 and also contributed by their Poem, Article in the Deepika Hindi Magazine Published by the TOLIC (Undertaking) Bengaluru.

Reporting on the progress of Hindi proliferation in the Company is being done periodically on Rajabhasha Vibhag portal.

VIGILANCE ACTIVITIES

The Chief Vigilance Officer appointed by the government of India heads the corporate vigilance Department of the company. Presently the post of Chief Vigilance Officer is vacant and Department of Heavy Industry vide its order No. 5(47)/2010-P.E.X dated 06.12.2019 has assigned the charge of CVO, HMT Limited to Shri Vidya Bhushan Kumar, CVO, BEML, Bangalore. The term of current CVO got expired on December 11, 2020.

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.

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 so as 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 from the Auditor asBoard"

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 2020 with the theme "Vigilant India, Prosperous India (Satark Bharat, Samriddh Bharat)" 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 2020 to March 2021 is tabulated below: -

Inspection Total carried out between April 2020-March 2021 (by Unit Vigilance Officers)
Periodic Inspection of Purchase Files 1348
Surprise Inspection 298
Scrutiny of Annual Property Returns 577

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

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 (Disclosures of Particulars) Rules, 1988 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 31.03.2021, 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;

? 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.

EXTRACT OF 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, 2021 on its website at https://www.hmtindia.com/annual-general-meeting/.By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Board's report.

AUDITORS

M/s. S.S.B & Associates, Chartered Accountant, Bengaluru were appointed as Statutory Auditors of the Company for the year 2020-21 by the Comptroller & Auditor General of India. M/s. Modi & Agrawal, Chartered Accountant, 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 M/s.S.Kedarnath & Associates, Practicing Company Secretary, to undertake the Secretarial Audit of the Company for the year 2020-21. 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.

BUSINESS RESPONSIBILITY REPORT

The Company's Business Responsibility Report for the year 2020-21 is appended as Annexure-10 to this report.

BOARD MEETINGS AND CHANGE IN DIRECTORS/KEY MANAGERIAL PERSONNEL

During the financial year, Four Board meetings were held and the details are given in Corporate Governance Report.

Shri. Amit Varadan, Joint Secretary, Ministry of Heavy

Industries was appointed as Part time Official Director on the Board of HMT Limited with effect from 1st September 2020 until further orders vice Shri. Pravin Agrawal,Joint Secretary.

Ms. Sujata Sharma,Sr. Economic Adviser, Ministry of

Heavy Industries was appointed as Part time Official

Director on the Board of HMT Limited with effect from 30th September 2020, until further orders vice Shri. Amit Varadan, Joint Secretary.

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, Shri. Jeetendra Singh, Joint Secretary, Ministry of Heavy Industries was appointed as Part time Official Director on the Board of HMT Limited with effect from 18th June 2021, until further orders vice Smt. Sujata Sharma, Sr. Economic Adviser, Ministry of Heavy Industries.

Shri. S. Girish Kumar ceases to be Chairman & Managing Director of the Company upon attaining the age of superannuation w.e.f. 31.07.2021. of compliance of the Shri. S. Girish Kumar, Chairman & Managing Director of the Company was holding the Additional Charge of the post of Director (Finance), HMT Limited upto 31.07.2021.

Ministry of Heavy Industries vide its order dated 30th July, 2021 has conveyed the approval of the Competent Authority for entrusting the additional charge of the post of Chairman & Managing Director of HMT Limited to Shri. A.K. Jain, Executive Director, Bharat Heavy Electricals Limited, Electronic Division, Bengaluru for a period of six months w.e.f. 01.08.2021 to 31.01.2022, or until further order, whichever is earlier.

Shri Jeetendra Singh (DIN:09207792) and Shri. A.K.Jain (DIN: 09262984) are proposed for appointment as Directors 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 for which a notice has been received from the Member.

Shri. Shashank Priya, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. The Board recommends his re-appointment.

Shri. S Girish Kumar, Chairman and Managing Director,

Ms. 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 31.03.2021.

DECLARATION FROM INDEPENDENT DIRECTOR

As per section 149(7) of the Companies Act, 2013, During the FY2020-21, the Company has received declaration from Smt. Neera Tomar, Shri. R.Vishweshwar Bhat & Shri. Ramji Lal, Independent Directors of the Company. Independent Directors of the Company have registered themselves with Independent Directors databank in compliance with Companies (Creation and Maintenance of database of Independent Directors) Rules, 2019 and

Companies (Appointment and Qualification of Directors)

Fifth Amendment Rules, 2019.

CODE OF CONDUCT

A declaration by the Chairman & Managing Director for having obtained affirmation

Code of Conduct by the Board Member (s) and Senior Management for the year ended March 31, 2021 is appended to this report as Annexure-11.

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 have occurred between 31st March 2021 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 Lengthand material orders have been passed 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

Details of Loans, Guarantees and Investments 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 2020-21.

STATUS ON COMPLIANCE WITH THE INSOLVENCY & BANKRUPTCY CODE, 2016

There are no applications made or any proceeding pending against the Company under Insolvency

& Bankruptcy Code, 2016 (31 of 2016) during the financial year 2020-21.

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 Pvt. Ltd, the Registrars & Share Transfer Agents of the Company.

No significant 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 2021, no amount is required to be transferred to Investor Education and Protection Fund (IEPF).

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
Place: Bengaluru (A.K. Jain)
Date: 04.10.2021 Chairman & Managing Director
(Addl. Charge)