General information about company | |
| Scrip code | 532847 |
| NSE Symbol | HILTON |
| MSEI Symbol | NOTLISTED |
| ISIN | INE788H01017 |
| Name of the entity | HILTON METAL FORGING LIMITED |
| Date of start of financial year | 01-04-2022 |
| Date of end of financial year | 31-03-2023 |
| Reporting Quarter | Half Yearly |
| Date of Report | 30-09-2022 |
| Risk management committee | Not Applicable |
| Market Capitalisation as per immediate previous Financial Year | Any other |
Annexure I | |||||||||||||||||||||||||
Annexure I to be submitted by listed entity on quarterly basis | |||||||||||||||||||||||||
I. Composition of Board of Directors | |||||||||||||||||||||||||
| Disclosure of notes on composition of board of directors explanatory | |||||||||||||||||||||||||
| Whether the listed entity has a Regular Chairperson | Yes | ||||||||||||||||||||||||
| Whether Chairperson related to Promoter | Yes | Disqualification of Directors under section 164 of the Companies Act, 2013 | |||||||||||||||||||||||
| Sr | Title (Mr / Ms) | Name of the Director | PAN | DIN | Category 1 of directors | Category 2 of directors | Category 3 of directors | Date of Birth | Whether the director is disqualified? | Start Date of disqualification | End Date of disqualification | Details of disqualification | Current status | Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations] | Date of passing special resolution | Initial Date of appointment | Date of Re-appointment | Date of cessation | Tenure of director (in months) | No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations) | No of Independent Directorship in listed entities including this listed entity (Refer Regulation 17A(1) of Listing Regulations | Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) | No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) | Notes for not providing PAN | Notes for not providing DIN |
| 1 | Mr | YUVRAJ HIRALAL MALHOTRA | AALPM1269L | 00225156 | Executive Director | Chairperson | MD | 24-03-1963 | No | Active | NA | 21-07-2005 | 21-07-2020 | 26 | 1 | 0 | 2 | 0 | |||||||
| 2 | Mr | SANJAY JAIN | ADLPJ7282K | 00152758 | Non-Executive - Independent Director | Not Applicable | 25-11-1965 | No | Active | NA | 29-03-2006 | 28-09-2019 | 36 | 1 | 1 | 1 | 0 | ||||||||
| 3 | Mr | SUKESH KUMAR JOSHI | AASPJ2758E | 08153689 | Non-Executive - Independent Director | Not Applicable | 16-07-1954 | No | Active | NA | 08-06-2018 | 08-06-2018 | 49 | 1 | 1 | 1 | 1 | ||||||||
| 4 | Mr | SANDEEP RAVINDRA SHAH | AVZPS7893K | 06402659 | Non-Executive - Independent Director | Not Applicable | 10-07-1964 | No | Active | NA | 15-05-2019 | 15-05-2019 | 40 | 2 | 2 | 2 | 0 | ||||||||
I. Composition of Board of Directors | |||||||||||||||||||||||||
Disclosure of notes on composition of board of directors explanatory | |||||||||||||||||||||||||
Whether the listed entity has a Regular Chairperson | |||||||||||||||||||||||||
| Sr | Title (Mr / Ms) | Name of the Director | PAN | DIN | Category 1 of directors | Category 2 of directors | Category 3 of directors | Date of Birth | Whether the director is disqualified? | Start Date of disqualification | End Date of disqualification | Details of disqualification | Current status | Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations] | Date of passing special resolution | Initial Date of appointment | Date of Re-appointment | Date of cessation | Tenure of director (in months) | No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations) | No of Independent Directorship in listed entities including this listed entity (Refer Regulation 17A(1) of Listing Regulations | Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) | No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) | Notes for not providing PAN | Notes for not providing DIN |
| 5 | Mr | PRITHIVISH SUSHIL MUNDRA | BERPM5333J | 08529151 | Non-Executive - Independent Director | Not Applicable | 13-05-1992 | No | Active | NA | 05-08-2019 | 05-08-2019 | 37 | 1 | 1 | 1 | 1 | ||||||||
| 6 | Mrs | NIKITA NATWARLAL MORADIA | BTOPM7522D | 08530305 | Non-Executive - Independent Director | Not Applicable | 22-06-1994 | No | Active | NA | 06-08-2019 | 06-08-2019 | 37 | 1 | 1 | 1 | 0 | ||||||||
Audit Committee Details | |||||||
| Whether the Audit Committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 08529151 | PRITHIVISH SUSHIL MUNDRA | Non-Executive - Independent Director | Chairperson | 11-08-2019 | ||
| 2 | 00152758 | SANJAY JAIN | Non-Executive - Independent Director | Member | 30-05-2018 | ||
| 3 | 00225156 | YUVRAJ HIRALAL MALHOTRA | Executive Director | Member | 30-05-2018 | ||
| 4 | 08530305 | NIKITA NATWARLAL MORADIA | Non-Executive - Independent Director | Member | 11-11-2019 | ||
Nomination and remuneration committee | |||||||
| Whether the Nomination and remuneration committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 08153689 | SUKESH KUMAR JOSHI | Non-Executive - Independent Director | Chairperson | 08-06-2018 | ||
| 2 | 06402659 | SANDEEP RAVINDRA SHAH | Non-Executive - Independent Director | Member | 15-05-2019 | ||
| 3 | 00152758 | SANJAY JAIN | Non-Executive - Independent Director | Member | 30-05-2018 | ||
Stakeholders Relationship Committee | |||||||
| Whether the Stakeholders Relationship Committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 08153689 | SUKESH KUMAR JOSHI | Non-Executive - Independent Director | Chairperson | 08-06-2018 | ||
| 2 | 06402659 | SANDEEP RAVINDRA SHAH | Non-Executive - Independent Director | Member | 15-05-2019 | ||
| 3 | 00225156 | YUVRAJ HIRALAL MALHOTRA | Executive Director | Member | 30-05-2018 | ||
Risk Management Committee | |||||||
| Whether the Risk Management Committee has a Regular Chairperson | |||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
Corporate Social Responsibility Committee | |||||||
| Whether the Corporate Social Responsibility Committee has a Regular Chairperson | |||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
Other Committee | ||||||
| Sr | DIN Number | Name of Committee members | Name of other committee | Category 1 of directors | Category 2 of directors | Remarks |
Annexure 1 | ||||||||
Annexure 1 | ||||||||
III. Meeting of Board of Directors | ||||||||
| Disclosure of notes on meeting of board of directors explanatory | ||||||||
| Sr | Date(s) of meeting (if any) in the previous quarter | Date(s) of meeting (if any) in the current quarter | Maximum gap between any two consecutive (in number of days) | Notes for not providing Date | Whether requirement of Quorum met (Yes/No) | Total Number of Directors as on date of the meeting | Number of Directors present* (All directors including Independent Director) | No. of Independent Directors attending the meeting* |
| 1 | 18-05-2022 | Yes | 6 | 6 | 5 | |||
| 2 | 09-06-2022 | 21 | Yes | 6 | 5 | 4 | ||
| 3 | 18-06-2022 | 8 | Yes | 6 | 5 | 4 | ||
| 4 | 12-08-2022 | 54 | Yes | 6 | 5 | 4 | ||
| 5 | 10-09-2022 | 28 | Yes | 6 | 4 | 3 | ||
Annexure 1 | ||||||||||
IV. Meeting of Committees | ||||||||||
| Disclosure of notes on meeting of committees explanatory | ||||||||||
| Sr | Name of Committee | Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) | Maximum gap between any two consecutive (in number of days) | Name of other committee | Reson for not providing date | Whether requirement of Quorum met (Yes/No) | Total Number of Directors as on date of the meeting | Number of Directors (All directors including Independent director) | No. of Independent Directors attending the meeting* | No. of members attending the meeting (other than Board of Directors) |
| 1 | Audit Committee | 18-05-2022 | Yes | 4 | 4 | 3 | 1 | |||
| 2 | Audit Committee | 12-08-2022 | 85 | Yes | 4 | 4 | 2 | 1 | ||
Annexure 1 | |||
V. Related Party Transactions | |||
| Sr | Subject | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
| 1 | Whether prior approval of audit committee obtained | Yes | |
| 2 | Whether shareholder approval obtained for material RPT | NA | |
| 3 | Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit Committee | NA | |
Annexure 1 | ||
VI. Affirmations | ||
| Sr | Subject | Compliance status (Yes/No) |
| 1 | The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 | Yes |
| 2 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit Committee | Yes |
| 3 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee | Yes |
| 4 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committee | Yes |
| 5 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 1000 listed entities) | NA |
| 6 | The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. | Yes |
| 7 | The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. | Yes |
| 8 | This report and/or the report submitted in the previous quarter has been placed before Board of Directors. | Yes |
Annexure 1 | ||
| Sr | Subject | Compliance status |
| 1 | Name of signatory | YUVRAJ MALHOTRA |
| 2 | Designation | Managing Director |
Annexure III | ||||
III. Affirmations | ||||
| Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
| 1 | Copy of the annual report including balance sheet, profit and loss account, directors report, corporate governance report, business responsibility report displayed on website | 46(2) | Yes | |
| 2 | Presence of Chairperson of Audit Committee at the Annual General Meeting | 18(1)(d) | No | Mr. Prithivish Mundra, Independent Director and Chairman of Audit Committee was unable to attend the AGM of the Company held on 13th September, 2022 due to severe health issues. He, via email communication, priorly initimated the Company about his absence and authorised Ms. Nikita Moradia, Independent Director and Member of Audit Committee, to attend and represent the audit committee as Chairperson and to answer the queries of the shareholders at the Annual General Meeting. The Shareholders present at the AGM were informed about the situation. |
| 3 | Presence of Chairperson of the nomination and remuneration committee at the annual general meeting | 19(3) | Yes | |
| 4 | Presence of Chairperson of the Stakeholder Relationship committee at the annual general meeting | 20(3) | Yes | |
| 5 | Whether “Corporate Governance Report” disclosed in Annual Report | 34(3) read with para C of Schedule V | Yes | |
| Any other information to be provided | ||||
Annexure III | ||
| 1 | Name of signatory | YUVRAJ MALHOTRA |
| 2 | Designation | Managing Director |
Additional Half yearly Disclosure | |||||||
| Applicability of disclosure | Not Applicable | ||||||
| Reason for Non Applicability | Textual Information(1) | ||||||
Signatory Details | |
| Name of signatory | YUVRAJ MALHOTRA |
| Designation of person | Managing Director |
| Place | MUMBAI |
| Date | 07-10-2022 |