Hittco Tools Ltd. Director Report

Dear Members,



The Directors take pleasure in presenting the 20th Annual Report of

your Company together with the Audited Accounts for the year ended 31st

March, 2014.



FINANCIAL RESULTS:



(Rs. In Lakhs)



Particulars 2013-14 2012-13



INCOME:



Sales 774.89 836.82



Other Income 18.18 15.04



Total (A) 793.07 851.86



EXPENSES:



Cost of Material Consumed 166.48 247.49



Purchase of Stock-in-trade 1.93 5.22



Changes in inventories of finished goods, 18.25 (74.37)

work in progress and stock-in-trade



Employee benefit expenses 226.43 224.16



Other expenses 275.68 325.92



Interest and Financial Charges 42.25 24.69



Exceptional items 0 36.80



Total (B) 731.02 789.91



Profit before Depreciation and Tax (C) 62.05 61.95

= (A) - (B)



Depreciation and amortisation expenses 63.71 58.08



Tax 3.24 68.95



Profit / (Loss) after Depreciation and Tax (4.89) (65.09)



Earnings Per Share(Basic) (0.09) (1 25)



Earnings Per Share(Diluted) (0.08) (1.12)



OPERATIONS AND BUSINESS PERFORMANCE:



The Company has almost maintained a turnover of Rs.774.89 lakhs during

the year 2013-14 as against Rs.836.81 lakhs during the previous year

2012-13. The Export Sales for the year 2013-14 was Rs. 32.60 lakhs

compared to Rs. 64.60 lakhs during the previous year and contributed

4.21 % of the total sales. The Company''s net loss after tax for the

year 2013-14 was Rs.4.89 lakhs as against loss of Rs.65.09 lakhs in the

previous year which is due to provision for deferred tax, provision for

gratuity and lesser turnover. The company is competent of achieving

profitability.



DIVIDEND:



The Board is unable to recommend any Dividend for the year under review

due to loss of the company.



DIRECTORS:



Consequent to resignation of Mr. Sidharth Bhandari as Managing Director

of the Company, it has been proposed that Mr. Surendra Bhandari be

appointed for the post of Managing Director At the ensuing Annual

General Meeting, Mrs. Madhu Bhandari and Mr. Rajib Ghosh Roy, Directors

will retire by rotation and being eligible offer themselves for

reappointment. Mr. Satish Ramarao Shimoga, Mr. Vikram Shyam Gupta, Mr.

Nuggehalli Krishnaswamy Raghunatha, Mr. Joseph Kavalam Mathai and Mr.

Rajeev Gobindram Hassanand be and are hereby appointed as Independent

Director of the Company for a period of five years from the date of

this Annual General Meeting, not liable to retire by rotation.

DIRECTORS RESPONSIBILITY STATEMENT:



As per the provisions of Section 217(2AA) of the Companies Act 1956,

the Directors hereby submit that -



1. The Company had followed all the applicable Accounting Standards

and there is no material departure from this in the preparation of the

annual accounts ;



2. The Company had selected the normal accounting policies and applied

them 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 at the end of the financial year and of the Profit of

the Company for that period ;



3. Proper and sufficient care has been taken for the maintenance of

adequate accounting records in accordance with the provisions of the

Companies Act, 1956 for safeguarding the assets of the Company and for

preventing and detecting fraud and other irregularities ; and



4. The Company had prepared the annual accounts on a going concern

basis.



DEPOSITS:



The Company has not accepted/renewed any deposit from the public during

the year under review.



PERSONNEL:



No employee of the Company had drawn salary in excess of the limits

specified under Section 217(2A) of the Companies Act, 1956 read with

the Companies (Particulars of Employees) Rules, 1975.



AUDITORS:



M/s. S. Janardhan & Associates, Chartered Accountants, Statutory

Auditors, retire at the conclusion of the ensuing Annual General

Meeting and a notice from a shareholder received to appoint statutory

auditor other than the retiring auditor.



M/s. Nagesh & Associates, Chartered Accountants, will be appointed as

Statutory Auditor of the company subject to approval of the members in

Annual General Meeting and to hold office from the conclusion of this

Annual General Meeting (AGM) till the conclusion of the twentyfifth AGM

of the Company to be held in the year 2019 (subject to ratification of

their appointment at every AGM), on such remuneration as may be

mutually agreed upon between the Board of Directors and the Auditors."

M/s Swamy & Associates, Company Secretaries, have been appointed as

Secretarial Auditors of the Company for the year 2014-15.



CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE

EARNINGS AND OUTGO:



The information as required under Section 217(1) (e) of the Companies

Act, 1956 is enclosed as Annexure-A to this report.



MANAGEMENT DISCUSSION & ANALISYS REPORT:



Management Discussion & analysis report is enclosed at Annexure-B to

this report.



CORPORATE GOVERNANCE:



A report on Corporate Governance is placed at Annexure-C to this

report. Your Company has voluntarily got the Secretarial Audit done

for the year 2013-14 as a part of good corporate governance practice

and the report of M/s Swamy & Associates, Company Secretaries is placed

at Annexure-D to this report.



SECURITIES:



The Company''s shares are listed in the Stock Exchanges of Mumbai,

Bangalore and Chennai. The addresses of the said Stock Exchanges are

stated elsewhere in this Annual Report.



ACKNOWLEDGEMENTS:



Your Directors place on record their gratitude to the Governments,

Financial Institutions and Banks for the assistance, co-operation and

encouragement received during the year. For the continuing support of

Investors, Dealers, Business Associates and Employees at all levels.

Your Directors wish to place on record their sincere appreciation for

their unstinting efforts in ensuring excellent performance.



Your Directors also wish to express their appreciation of dedicated

efforts in pursuits of excellence put in by the employees at all

levels.



For and on behalf of the Board of Directors



SURENDRA BHANDARI SIDHARTH BHANDARI

CHAIRMAN MANAGING DIRECTOR



Place: Bangalore

Date: 3rd September, 2014