Director's Report 2000-2001 Addendum to directors’ report Annexure to the Directors’ report Address to Share holders

Annexure to the Directors’ report
Section 217(1)(e) of the Companies Act, 1956 Company’s 
(Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988


A. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

a) Energy Conservation measures taken:
The Company continued to give major emphasis for conservation of Energy, and the measures taken during the previous years were continued. The Efficiency of Energy Utilization in each manufacturing Unit is monitored at the Corporate level every quarter, in order to achieve effective conservation of energy. The significant Energy Conservation measures during the year were

  • Identification and monitoring of operation of High energy consuming load centers and also specific loads like Compressors, Power Transformers & Diesel Generators etc., in each of the manufacturing Units based on ABC analysis and daily monitoring of consumption of A class loads.

  • Use of Energy Efficient Lighting systems like mercury vapur lamps, high power sodium vapour lamps and fluorescent tube lights with electronic ballasts.

  • Use of transparent roof sheets wherever possible to make use of natural lighting.

  • switching off machines / equipment when not in use and switching off lights in areas not having adequate activity by regrouping/repositioning the activity so that there will not be any wastage of energy due to lighting.

  • Switching off Main Compressor during lunch breaks and running portable Compressor during ‘C’ shift instead of Main Compressor.

  • Centralised Controls for coolers and shop lighting.

  • Use of Solar Water Heater.

  • Monitoring of utilization of energy in lighting and other auxiliary equipments.

  • Use of power capacitors to improve the Power factor

  • Reduction of Contract Demand in view of reduced connected load due to replacement of General Purpose Machines with Hi-tech CNC Machines.

  • Creating awareness among employees about the necessity of energy conservation by celebrating energy conservation week.

b) Additional investments and propo sals, if any, being implemented for reduction of energy consumption:

  • Proivding Mercury Vapour Lamps in place of Fluroscent Tube light fittings in production shops.

  • Usage of Sodium vapour lamps for yard lighting.

  • Installation of timer switches for yard light control.

C) Impact on cost of production of goods:
The above mentioned measures have resulted in reduced consumption of electrical energy at various load centers and helped in containing the energy costs in spite of the hike in electricity tariff.

d) Total energy consumption and energy consumption per unit of production:
Not applicable, as the company is not covered in the list of specified industries. Also, our operations are not energy intensive in nature.


B. Technology Absorption

Form B

Research and Development (R&D)
1. Specific areas in which R&D is carried out by the Company:
The Company has established its own R&D facilities for different products to meet its needs. The focus of R&D is to progressively achieve self-reliance in product technology. One new model HMT 4922 tractors was launched during 2000-2001 with in-house design. HMT 7511 model first in 75 H.P range in the country has been fully commercialised. HMT 4022 and HMT 5922 models in 40 and 60 H.P. range were developed during the year.

2. Benefits derived as a result of the above R&D:
The development of the above products will enable the Company to meet the emerging competition (both indigenous and foreign) and also meet the market for low cost tractors.

3. Future Plan of action:
R&D is a continuous process and is closely linked with the various operations of the Company.

4. Expenditure on R & D

  Particulars 2000-2001 1999-2000
a Capital - -
b Recurring 107 1150
c Total 107 1150
d Total R&D Expenditure as % of Turnover 0.30 1.53 

5. Technology absorption, adaptation and innovation:
Efforts in brief towards technology absorption and innovation and

Benefit derived as a result of the above efforts.
All the products of the company have a high level of technology. The manufacturing processess are also technology intensive. These are being constantly updated. Technology Development Plans of the Company have resulted in reducing the cost of production and also provided flexibility in manufactu ring. This has also helped in import substitution by reducing the cost of imports.

C. Foreign Exchange Earnings and Outgo
Activities relating to exports, initiatives taken to increase export markets for products and services and plans:
Export of the Company’s products are managed by HMT (International) Limited, the Wholly Owned Subsidiary.

Total Foreign Exchange used and earned. 

  Particulars 2000-2001 1999-2000
a Foreign Exchange 
- -
b Outgo of Foreign 
317 4048
c Expenditure in Foreign Currencies on Account of Royalty, Know-how/
Professional Consultation Fees, Interest and Other Matters

* All exports of the Company are routed through the wholly owned Subsidiary viz., HMt (International) Limited.

Corporate Governance

The Code of Corporate Governance Introduced by the Securities and Exchange Boad of India (SEBI) is required to be implemented by the Company in line with clause 49 of the listing agreements with the Stock Exchanges on or before March 31, 2002.
Even before the aforesaid provisions were brought into force, the Company has been following the Corporate Governance practices like striking out reasonable balance in the composition of the Board of Directors, setting up of Audit Committee and other Committees, adequate disclosure of information and business to be deliberated by the Board etc.

Board of Directors

The Board of Directors comprises of three Wholetime Directors including the Chairman & Managing Director and two part-time official Directors. Apppointment of part time non-official Directors is now awaiting a decision of the Government in terms of the Articles of Association of the Company.

The day-to-day management of the Company is conducted by the Chairman & Managing Director subject to the supervision and control of the Board of Directors duly assisted by the Wholetime Directors.

The composition of Directors and their attendance at the Board Meetings and at the General Meetings during the year is furnished in the following table :



Attendance Particulars

Number of other Directorships and Committee Memberships /Chairmanships held


Board Meetings 

General Meetings

Directorships/ Memberships

Committee Chairmanship

N.Ramanuja C Yes 2
K.K.Jaswal * OD 7 NA 6  
Ajoy Acharya OD 6 NA 4  
B.Ravindranath** ND 3 NA 3  
K.G.Vassal** ND 3 NA 8  
R.K.Chavali** ND 2 NA 3  
D.Ray** ND 1 NA    
S.Shankar** ND NIL NA    
K.S.Jagannathan** WTD 3 NA 6  
R.A.Sharma WTD 7 YES 7  
H.K.Samadani** WTD 4 YES 2  
M.S.Zahed WTD 7 NA 3  
C : Chairman & Managing Director OD: Official Director ND : Nominee Director WTD: Wholetime Director

* Appointed as Official/Nominee Director

** Retired/Withdrawn as Functional Director/Official/Nominee Director

During the year 2000-01, seven Board Meetings were held viz., June 29, August 10, September 5, November 17 and December 14 in 2000, January 29, and on February 9, 2001.

Audit Committee

Consequent to one time settlement with the Financial Institutions, the nominee directors of the Financial Institutions were withdrawn by the respective Institutions. As a result, the Audit Committee of the Board has been reconstituted suitably in terms of Section 292A of the Companies Act, 1956. However, the Company has requested the Government to appoint a few part time non-official directors upon which the Audit Committee would be
re-constituted further in accordance with the requirements under the Listing Agreement

Shareholders Committee

The Company presently has a single member Share Transfer Sub Committee of the Board with the Chairman & Managing Director. The Company Secretary is the Compliance Officer. The Sub-Committee will approve transfer/transmission of shares issued by the Company, issue of duplicate certificates after split/consolidation/renewal apart from confirmation of dematerialization of shares of transfer to a depository. As regards the grievances of Shareholders/Investors, there are no major complaints except regarding certain delay/loss of the relevant share certificates in transit etc. which are primarily beyond the powers of the Company to redress within a stipulated time frame despite constant efforts, in view of the special nature of each case.

No special resolutions were required to be put through postal ballot during the above meetings.


Disclosures on materially significant related party transactions i.e., transactions of the Company of material nature, with its promoters, the directors or the management, their Subsidiaries or relatives etc., that may have potential conflict with the interests of the Company at large.

None of the transactions with any of the related parties were in comflict with the interests of the Company.

Details of non-compliance by the Company, penalties, strictures imposed on the Company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last lthree years.

There were no instances of non-compliance of any matter related to the capital markets during the last three years.

Means of Communication

The Company has published its quarterly results as per the listing a requirements in leading newspapers vgiz., Business Standard (English) and Udayavani (Vernacular)

General Body Meetings
The last three Annual General Meetings were held as under:

Financial Year Date Time


1997-98 31.12.1998 10.30 a.m Registered Office at - No.59, Bellar Road, Bangalore - 560 032.
1998-99 30.9.1999 10.30 a.m As above
1999-2000 22.12.2000 4.00 p.m As above

 General Shareholders Information

1 Annual General Meeting December 28, 2001 at 4.00 p.m.
at No.59, Bellary Road
Bangalore - 560 032
2 Financial Calendar (Tentative)

Annual General Meeting
Results for quarter ending September 30, 2001
Results for quarter ending  December 31, 2001
Results for year ending March 31, 2002


December 28, 2001
October 31, 2001
Last week of January 2002 Last week of April/June 2002

3 Book Closure 21-12-2001 to 28-12-2001
(both days inclusive)
4 Listing of Shares and other Securities 1. Bangalore Stock Exchange and
2. The Stock Exchange, Mumbai (Annual Listing Fees for the year 2001-02 have
been duly paid to the above Stock Exchanges)
5 Registrars For Physical Shares: All Share Transfers are handled by the
Share Department of the Company in-house.

For Depository Services:

M/s. Karvy Consultants Limited.
No.51/2, T.K.N. Complex,
Vanivilas Road, Opp. National College,
Bangalore - 560 004.

6 6. Market Price Data

The details of high / low market price of the shares at the Stock Exchange, Mumbai and at National Stock Exchange of India are as under :



At Mumbai Stock Exchange At National Stock Exchange
High Rs. Low Rs. High Rs. Low Rs.
April 2000 7.80 6.65 7.40 6.90
May 7.00 6.30 7.00 6.60
June 8.00 6.20 8.80 6.10
July 9.90 7.15 10.70 7.00
August 8.25 7.00 8.20 7.10
September 8.00 6.60 8.15 6.25
October 6.85 5.75 6.80 6.10
November 7.55 5.90 7.80 5.95
December 8.90 6.40 8.10 6.75
January 2001 8.40 6.15 7.85 6.00
February 8.05 7.00 7.95 6.75
March 7.90 5.35 8.10 5.40

Distribution of Shareholding:
The shareholding distribution of Equity shares as of 31.03.2001 is given below:

Shareholding of nominal value of Shareholders

Share Amount

Physical NSDL CDSL Total % to Total
(in Rs.) (in Rs.) (in Rs.) (in Rs.) %to Total
2486000 2451480 41750 4979230 0.10
2617000 4311580 59000 6987580 0.15
2149000 5016730 40000 7205730 0.16
1154000 3739630 42000 4935630 0.10
400000 1733670 23000 2156670 0.05
300000 822000 40000 1162000 0.03
315000 1187950 - 1502950 0.03
511000 2591610 - 3102610 0.07
4567122400 52163560 - 4619285960 99.31
4577054400 74018210 245750 4651318360 100.00
Rs. Rs.
Up to  - 2,500
2,501 - 5,000
5,001 - 10,000
10,001 - 20,000
20,001 - 30,000
30,001 - 40,000
40,001 - 50,000
50,001 - 1,00,000
1,00,001 & above
Number %
to Total
3691 54.92
1675 24.92
821 12.21
317 4.72
87 1.29
32 0.48
32 0.48
40 0.59
26 0.39
6721 100.00