To, The Members,
Your directors have pleasure in presenting the 31st Annual Report of your
Company together with the Audited Financial Statements for the year ended 31st
March 2025.
FINANCIAL RESULTS:
The summarized financial results for the year are as under:
(Rs. In Lakhs)
| Particulars |
2024-2025 |
2023-2024 |
| INCOME: |
|
|
| Sales |
694.51 |
597.05 |
| Other Income |
42.97 |
2.11 |
| Total (A) |
737.47 |
599.17 |
| EXPENSES: |
|
|
| Cost of Material Consumed |
228.95 |
215.30 |
| Purchase of Stock in Trade |
78.65 |
- |
| Changes in inventories of finished goods, work in progress and stock-in-trade |
-62.65 |
-15.89 |
| Employee benefit expenses |
185.60 |
161.90 |
| Interest and Financial Charges |
16.99 |
36.26 |
| Other expenses |
221.22 |
122.61 |
| Total (B) |
668.77 |
520.18 |
| Profit before Depreciation and Tax (C) = (A) -(B) |
68.71 |
78.99 |
| Depreciation and amortization expenses |
60.92 |
61.65 |
| Profit after Depreciation |
7.79 |
17.32 |
| Exceptional items - Net Income / Expenditure |
0 |
0 |
| Profit before Tax |
7.79 |
17.32 |
| Earlier Year Tax |
1.60 |
- |
| Provision for Tax |
6.82 |
(1.42) |
| Profit for the period from continuing operation |
(0.63) |
18.74 |
| Other comprehensive income (Remeasurement of defined benefit obligation / Assets) |
(4.55) |
2.25 |
| Profit / (Loss) after Depreciation and Tax |
(5.18) |
20.99 |
| Earnings Per Share (Basic) |
(0.08) |
0.34 |
| Earnings Per Share (Diluted) |
(0.08) |
0.34 |
OPERATIONS AND BUSINESS PERFORMANCE:
During the year 2024-25 under review the income of the Company Increased to Rs 737.47
as against Rs. 599.17 lakhs during the previous year 2023-24. The Export Sales for the
year 2024-25 is Nil as compared to Rs. 35.36 lakhs in the previous financial year 2023-24.
Regarding accountability and governance, your company continue to ensure an environment of
transparency and responsibility while aiming for the highest standard of corporate
governance and trust. There is no change in the nature of business of the company during
the year.
ANNUAL RETURN:
In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return in form MGT-7 of the
Company is available on the website of the Company at the link: https: /
/www.hittco.com.
STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS:
All the Independent Directors of the Company have given declaration that they meet the
criteria of independence as provided in Sub-Section (6) of Section 149 of the Companies
Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
they are not aware of any circumstances or situation, which exist or may be reasonably
anticipated, that could impair or impact their ability to discharge their duties with an
objective independent judgment and without any external influence.
The Board of Directors have taken on record the declaration and confirmation received
from the Independent Directors and verified the veracity of such disclosures.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS;
PAN*
The independent directors are regularly updated on the industry and market trends,
plants and process and operation performance of the company through presentations in this
regard and periodic plant visit. They are also periodically kept aware of the latest
development in the corporate governance, their duties as a director and relevant laws.
NOMINATION & REMUNERATIONN POLICY;
In adherence to the provisions of Section 134(3) (e) and 178 (1) & (3) of the
Companies Act, 2013, the Board of Directors on the recommendation of the Nomination and
Remuneration Committee approved the policy to govern the appointment /Nomination of
Directors, KMP and Other Senior Management and their remuneration including criteria for
determining qualifications, positive attributes, independence of a director and other
matters provided.
There is no change in the Nomination and Remuneration Policy during the year under
review.
CORPORATE GOVERNANCE;
Your Company has a Paid-Up Share Capital of Rs. 603.60 Lakhs and the net worth of Rs.
341 Lakhs during the financial year ending 31.03.2025. Hence, Regulation 27(2) of SEBI
(Listing Obligation and Disclosure Requirements) Regulation, 2015 are not applicable on
the Company and your Company is not required to report on the Corporate Governance.
However, your company has made every effort to comply with the provisions of the Corporate
Governance and to see that the interest of the shareholders and the Company are properly
served.
MANAGEMENT DISCUSSION & ANALISYS REPORT:
A review of the performance of the Company is provided in the Management Discussion 85
Analysis Report for the year under review, as stipulated under SEBI (LODR) Regulation,
2015, is presented in a separate section forming part of the Annual Report and annexed
herewith as Annexure 2.
DIVIDEND;
The Board of Directors has decided not to recommend any dividend for the financial year
ended March 31, 2025 due to expansion and future growth of the business.
TRANSFER TO RESERVES;
The Board of Directors of your Company does not propose to carry any amount to reserve.
SHARE CAPITAL;
The paid-up Equity Share Capital of the Company as on March 31, 2025, was Rs.
60,360,470/- During the year under review, the Company has not issued any shares during
the period under review.
SUBSIDIARY, JOINT VENTURES AND ASSOCIATE REPORT
During the year under review, no company have become or ceased to be company's
subsidiaries, joint ventures, or associate companies.
MATERIAL CHANGES AND COMMITMENTS:
There have been no material changes and commitments, affecting the financial position
of the company occurring between the end of financial year and the date of the report.
DIRECTORS RESPONSIBILITY STATEMENT;
To the best of their knowledge and based on the guidance and insights from the Auditors
and pursuant to the provisions of sub-section (5) of Section 134 of the Companies Act,
2013, your Directors confirm that:
i) In the preparation of the annual account for the year ended March 31, 2025 the
applicable accounting standard have been followed along with proper explanation relating
to material departure if any.
ii) Such accounting policies have been selected and applied consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the company as on March 31, 2025 and of the profit and loss of
the company for that period;
iii) Proper and sufficient care have been taken for the maintenance of adequate
accounting records in accordance with the provision of the Companies Act, 2013 for
safeguarding the assets of the company and for preventing and detecting fraud and other
irregularities;
iv) The financial statements have been prepared on a going concern basis.
v) Proper internal financial controls were in place and the financial controls were
adequate and operating effectively; and
vi) The system to ensure compliance with the provision of all applicable laws were in
place and adequate and operating effectively.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(121;
During the year under review, there were no frauds reported by the auditors to the
Audit Committee or the Board under Section 143(12) of the Companies Act, 2013.
CHANGES IN DIRECTORS:
Appointments
During the year under review, the Board of Directors, based on the recommendation,
appointment of Mr. Rajeev Shantilal Desai in the meeting held on 14.08.2024 and Mr. Rajeev
Gobindram Hassanand as Independent Directors in the meeting held on 12.06.2024.
During the year under review, the Board of Directors, based on the recommendation of
Nomination and Remuneration Committee, appointed Mr. Adatariya Ravikumar Jayeshbhai as
Chief Financial Officer CFO in the meeting held on 28.10.2024.
Resignation
During the year under review, the Board of Directors, Mr. Yash Vardhan Bhandari has
resigned from CFO with the effect from 12.06.2024.
During the year under review, the Board of Directors, Mr. Surendra Bhandari, resigned
from post of Chairman with the effect from 28.10.2024
Re-appointment:
In accordance with the provisions of Section 152 of the Companies Act, 2013 and Article
of Association, Mrs. Madhu Bhandari, Director of the Company, retire by rotation in
ensuing Annual General Meeting and being eligible, offers herself for re-appointment.
CHANGES IN KEY MANAGERIAL PERSONEL:
During the year under review, Ms. Sarita Kirnani resigned from the office of Company
Secretary of the Company.
During the year under review, Mr Yash Vardhan Bhandari resigned as CFOw.e.f.
12.06.2024.
During the year under review, the Board of Directors, Mr. Adatariya Ravikumar
Jayeshbhai is appointed as Chief Financial Officer CFO in the meeting held on 28.10.2024.
During the year under review, the Board of Directors Mr. Rajeev Gobindram Hassanand is
appointed as a chairman w.e.f. 28.10.2024
MEETING OF THE BOARD:
Seven meeting of the Board of Directors were held during the year under review. Details
of the same are mentioned below:
| Date of Meeting |
Directors associated as on the date of Meeting |
Attendance |
|
|
No. of Director |
% of attendance |
| 30/05/2024 |
7 |
5 |
87.5 |
| 12/06/2024 |
7 |
6 |
100 |
| 14/08/2024 |
8 |
6 |
87.5 |
| 05/09/2024 |
9 |
6 |
85.7 |
| 28/10/2024 |
7 |
7 |
100 |
| 14/11/2024 |
7 |
6 |
85.7 |
| 14/02/2025 |
7 |
6 |
85.7 |
Audit Committee:
The composition, function and procedure of the Audit Committee and Nomination and
Remuneration Committee are in conformity with the requirement of Section 177 & 178 of
the Companies Act, 2013. During the year under review, the Board accepted all the
recommendation made by the Audit Committee of the Board. The Audit Committee met Four
times and Nomination and Remuneration Committee met Four times in the year under
review on the following dates:
| Date of Meeting |
No. of Members associated on the date of Meeting |
Attendance |
|
|
No. of Member |
% of Attendance |
| 30/05/2024 |
3 |
3 |
100 |
| 14/08/2024 |
3 |
3 |
100 |
| 14/11/2024 |
3 |
3 |
100 |
| 14/02/2025 |
3 |
3 |
100 |
Nomination and Remuneration Committee:
| Date of Meeting |
No. of Members associated on the date of Meeting |
Attendance |
|
|
No. of Member |
% of Attendance |
| 30/05/2024 |
3 |
3 |
100 |
| 14/08/2024 |
3 |
3 |
100 |
| 14/11/2024 |
3 |
3 |
100 |
| 13/02/2025 |
3 |
3 |
100 |
PERFORMANCE EVALUATION OF CHAIRMAN, DIRECTORS, BOARD AND COMMITTEES;
Pursuant to the provision of Section 134 of the companies Act, 2013 and regulation 17
of the SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015, the board has
carried out an annual performance Evaluation of its performance, the director individually
as well as the evaluation of its Audit, Nomination and Remuneration and Other committee.
The performance of the Board was evaluated by the board after seeking inputs from all
the directors on the basis of factors which includes Active participation, financial
literacy, contribution by Directors, Positive inputs, effective deployment, knowledge
& expertise, integrity and maintenance of confidentiality and independence of
behaviour and judgement. In the meeting of Independent Directors performance of
Non-independent Directors, Board and performance of the Chairman was evaluated. The
performance of independent director was carried out by the entire board.
At the conclusion of the evaluation exercise, the members of the Board accessed that
the Board together with each of its committees was working effectively in performance of
its key functions.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The company has in place adequate internal financial controls with reference to
financial statements. During the year, such controls were tested and no reportable
material weaknesses in the design or operation were observed. Further the testing of such
controls was also carried out independently by the statutory and the internal auditor for
the financial year 2024-25. In the opinion of the Board, the existing internal control
framework is adequate and commensurate with the size and nature of the business of the
Company. The details in respect of internal financial control and their adequacy are
included in the management and discussion & analysis report, which forms part of this
report.
AUDITORS AND AUDITORS REPORT:
Statutory Auditors
In accordance with Sec 139 of the Companies Act, 2013, M/s. DTSB & Associates (FRN:
329277E), Chartered Accountant were appointed by the shareholders of the Company at the
Annual General Meeting held on September 30, 2025, as Statutory Auditors for a period of 5
years to hold office from the conclusion of the 30Th Annual General Meeting till the
conclusion of 35th Annual General meeting to be held in the year 2029.
Statutory Auditor's Report
Auditor Qualification
Notes to accounts referred to in the Auditor's Report are self - explanatory and
therefore, do not call for any further explanation.
Auditors Comment:
(i) Based on our examination, which included test checks, the Company has used
accounting software for maintaining its books of account for the financial year ended
March 31,2025 which has not a feature of recording audit trail (edit log) facility.
Director View on Auditor Adverse remark:
The company has maintained proper book of account ERP and the same has been provided to
statutory auditor during the audit. Hence the view of audit qualification is unnecessary.
ii) According to the information and explanations given to us, the Board of Directors
of the company has not constituted an Audit Committee in compliance with section 177 of
the Companies Act 2013.
Director View on Auditor Adverse remark:
The company has constituted proper audit committee and same has been provided to
statutory auditor during the audit and even same has disclosed in annual report. Hence the
view of audit qualification is unnecessary.
iii) (a) Based on information and explanations provided to us and our audit procedures,
in our opinion, the Company has not an internal audit system commensurate with the size
and nature of its business.
(c) The internal audit report was not submitted before us during the audit. Hence, the
same was not considered.
Director View on Auditor Adverse remark:
The company has proper internal audit system and same has been provided to statutory
auditor during the audit. Hence the view of audit qualification is unnecessary.
SECRETARIAL AUDITOR AND REPORT:
Secretarial Auditor
The Secretarial Auditors, M/s Manjeet & Associates, Practising Company Secretaries,
has issued Secretarial Audit Report (Form MR-3) for the
Financial Year 2024-25 pursuant to Section 204 of the Companies Act, 2013 and pursuant
to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 which is annexed to Directors' Report (Refer Annexure-3).
Secretarial Auditors Report:
The observations in Secretarial audit report are self -explanatory and therefore does
not call for any further explanation.
COST AUDITORS:
The provision of Section 148(1) does not apply to the Company, hence the Company is not
required to maintain the cost records.
INTERNAL AUDITOR:
The Board has appointed Internal Auditor in compliance with Section 138 of the
Companies Act, 2013 and rules made thereunder.
RISK MANAGEMENT:
The Company has a mechanism to identify, assess, monitor, and mitigate various risks to
its key business objective. Major risks identified by the business and functions are
systematically addressed through mitigating actions on a continuing basis. However, as per
the listing regulation, constitution of Risk Management Committee for enforcing Risk
Management Policy is not applicable to the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE:
No significant and material orders were passed by the Regulators or Courts or Tribunal
which impact the going concern status and future operations of the Company.
There is No application /proceeding pending against the Company under the Insolvency
and Bankruptcy Code, 2016.
INDIAN ACCOUNTING STANDARDS, 2015:
The annexed financial statements for the Financial Year 2024-25 and corresponding
figures for 2024-25 comply in all material aspects with Indian Accounting Standards (Ind
AS) notified under section 133 of the Companies Act, 2013 (the Act) [Companies (Indian
Accounting Standards) Rules, 2015] and other relevant provisions of the Act.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
As the Company does not fall under any of the threshold limits given under Section 135
of the Companies Act, 2013, the provision of Corporate Social Responsibility is not
applicable to the Company.
CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES:
All related party transaction that were entered into during the financial year were on
arm's length basis and were in the ordinary course of business. There is no material
contract or arrangement in accordance with the requirement of SEBI (Listing Obligation and
Disclosure Requirement) Regulation 2015.
There is no materially significant related party transactions made by the company with
the Promoter, Director, Key Managerial Personnel or other designated persons which may
have a potential conflict with the interest of the company at large. All related party
transaction is placed before the audit committee and given in the notes annexed to and
forming part of this financial statement.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The company has a vigil mechanism / Whistle Blower policy to deal with the instance of
fraud and mismanagement, if any. It provides opportunities to the directors, employees and
any other person dealing with the company to report in good faith to the management about
the unethical and improper practices, fraud or violation of Company's code of conduct. The
vigil mechanism under the policy also provides for adequate safeguard against
victimization of employee and directors who use such mechanism and makes provision for
direct access to the Chairman of the Audit Committee in exceptional Cases. The Company
affirms that none of the personnel of the Company has been denied access to the Audit
Committee.
Further, as per the provisions of Regulation 18 (3) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulation, 2015 (Listing Regulations) read with Part C of
Schedule II to Listing Regulations, the Audit Committee has reviewed the functioning of
whistle blower mechanism of the Company and found the same satisfactory
PUBLIC DEPOSITS:
During the year under review, the Company has not accepted/renewed any deposit from the
public within the meaning of section 73 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO;
The particulars relating to conservation of energy, technology absorption, foreign
exchange earnings and outgo, as required to be disclose under the act are provided in
Annexure-1.
PARTICULAR OF LOAN GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED;
During the financial year 2024-25 the company has neither made any investment nor given
any loans or guarantee covered under the provision of Section 186 of the Companies Act,
2013.
PERSONNEL RELATIONS:
The Company considers human capital as a critical asset and success factor for smooth
organizational workflow. Your directors hereby place on record their appreciation for the
service rendered by the executives, staff, and workers of the Company for their hard work,
dedication, and commitment. During the year under review, relations between the employee
and the management continued to remain cordial.
PARTICULAR OF EMPLOYEES AND RELATED DISCLOSURE:
No employee of the Company had drawn salary in excess of the limits specified under
Section 197(12) of the Companies Act, 2013 and the rule 5 of the company (Appointment and
Remuneration of managerial personnel) rules 2014 and read with the Companies (Particulars
of Employees) Rules, 197.
LISTING ON STOCK EXCHANGE;
The Company's shares are listed on the Bombay Stock Exchanges, Mumbai. The Company has
paid the listing fee to the stock exchange for the financial year 2025-26 and has complied
with all the requirement of the listing regulations.
DISCLOSURE AS REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE ^PREVENTION,
PROHIBITION AND REDRESSED ACT 2013:
Pursuant to the provisions of Section 22 of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 read with Rule 14, the internal
committee constituted under the said act has confirmed that no complaint / case has been
filed / pending against the Company during the year.
SECRETARIAL STANDARD:
The Company complies with all applicable mandatory secretarial standard issued by the
Institute of Company Secretaries of India.
CODE OF CONDUCT:
The Company has adopted the code of conduct for all Board members and Senior Management
as required under Regulation 17 of the Listing Regulations. All Board Members and Senior
Management personnel have
affirmed compliance with the code on an annual basis and a declaration to this effect
signed by Mr. Surendra Bhandari, MD of the Company, forming part of this report.
CFO CERTIFICATION:
A certificate duly signed by MD relating to financial statements and internal controls
and internal control systems for financial reporting as per the format provided in
Regulation 17(8) of the SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015 was placed before the Board and was taken on record.
CAUTIONARY NOTE:
Statement in this Management Discussion Analysis Report describing the Company's
objectives, projections, estimates and expectations may be forward looking statement
within the meaning of applicable laws and regulation. Actual results may differ
substantially or materially from those expressed or implied. Important development that
could alter your Company's performance include increase in material costs, technology
development and significant changes in political and economic environment tax laws and
labor relations.
ACKNOWLEDGEMENTS:
Your Directors would like to place on record their sincere gratitude to the
Governments, Financial Institutions and Banks for the assistance, cooperation and
encouragement received during the year. Your Directors also wish to place on record their
sincere appreciation to the Investors for their continuing support, Dealers, Business
Associates and Employees at all levels for their unstinting efforts in ensuring excellent
performance.
| FOR AND ON BEHALF OF THE BOARD OF DIRECTORS |
|
| HITTCO TOOLS LIMITED |
|
| Sd/- |
Sd/- |
| (Surendra Bhandari) |
(Madhu |
| Bhandari) |
|
| Managing Director |
Director |
| DIN: 00727912 |
DIN: 00353298 |
| Place: Bangalore |
|
| Date: 05/09/2025 |
|
|