To the Members,
Your Directors are pleased to present the 40th
Directors' Report of the Company for the Financial Year ended 31st
March, 2024.
1. FiNANciAL sUMMArY or HiGHLiGHts
The Company's Financial Performance for the Financial Year ended
March 31, 2024 is summarized below:
pArticULArs |
stANDALoNe |
coNsoLiDAteD |
|
2023-24 |
2022-23 |
2023-24 |
2022-23 |
Net Revenue from Operations |
2,20,742.20 |
1,86,055.01 |
2,69,929.34 |
2,38,584.74 |
Other Operating Revenue |
- |
- |
- |
- |
Other Income |
111.86 |
197.77 |
117.75 |
226.20 |
Operating Profit before Finance |
8,933.32 |
8,086.29 |
11,603.63 |
10,547.26 |
Costs, Depreciation, Tax |
|
|
|
|
Less: Depreciation and amortization expenses |
1,286.55 |
1,128.14 |
1548.75 |
1,377.26 |
Finance Cost |
3,163.35 |
2,531.70 |
4186.17 |
3,530.11 |
Profit before Tax and Exceptional |
4,483.42 |
4,426.45 |
5868.71 |
5,639.89 |
Expenses |
|
|
|
|
Less: Tax Expenses |
1,093.45 |
884.92 |
1475.63 |
1,220.22 |
Net Profit for the Year from Continuing operations |
3,389.96 |
2,890.01 |
4393.08 |
3,768.15 |
Net Profit for the Year from |
- |
- |
- |
- |
Discontinued Operations |
|
|
|
|
Profit for the year |
3,389.96 |
2,890.01 |
4,393.08 |
3,768.15 |
Other Comprehensive Income |
8.40 |
13.65 |
9.66 |
11.07 |
total comprehensive income for the year, net of tax |
3389.96 |
2,903.66 |
4,402.75 |
3,779.22 |
Earning per Equity Share |
|
|
|
|
(Face value of 1) |
|
|
|
|
- Basic |
2.55 |
2.35 |
3.30 |
3.06 |
- Diluted |
2.10 |
1.67 |
2.73 |
2.18 |
2. During the Financial Year 2023-24, revenue from operations on
standalone basis increased to 2,20,742.20 Lakhs as against 1,86,055.01 lakhs in the
previous year a growth of 18.64%.
The profit after tax for the current year stood at
3,389.96 lakhs against 2,890.01 lakhs in the previous year.
On a consolidated basis, the group achieved revenue of 2,69,929.34
lakhs as against
2,38,584.74 an increase of 16.58% Net profit for the current year is
4,393.08 lakhs against 3,768.15 lakhs in the previous year.
During the year the Group has achieved an ever highest sales volume of
3.91 MTPA as compared to 3.55 lakh MTPA in previous FY.
Factors contributing remarkable performance:
This remarkable performance of the Company in Fiscal Year 2023-24 is
based on the following factors:
1) EBIDTA/ton improved in FY24 led by improvement in sales realisation
2) Increase in Contribution from Value Added Products
3) Better Realisation
3. trANsFer to reserVes
The Board of Directors have decided to retain the entire amount of
Profit for the Financial
2023-24.
4. BrieF DescriptioN oF tHe coMpANY's
WORKING DURING THE YEAR/ STATE OF coMpANY's AFFAirs
Your Company is one of the largest company in the segment with the
widest range of products, instrumental in laying a sound infrastructure for the
development of the Nation. Hi-Tech has been in existence for over Four decades rolling out
the best in Industry ERW Steel pipes, hollow sections, Solar Torque tubes, GI/GP pipes,
cold rolled coils, CRCA/GPGC Coils & strips, Color Coated Coils, Metal beam crash
barriers, and a variety of other galvanised products. These certified have touched the
lives of millions of people in myriad ways. Our products are used in multiple sectors
including Infrastructure, Constructions, Automobiles, Energy, Agriculture, Defense,
Engineering& Telecom.
During the period under review your Company has added a Green field
manufacturing facility at
Sanand (unit 2, phase 1) and laid the foundation for establishment of a
green filed facility at Sikandrabad. The Commercial production form new manufacturing
facility Makhiyav Sanand Gujarat have been started from 18/05/2024. This plant is offering
the complete range of ERW Steel Pipes ranging from ? Inched to 16 Inches. Recently your
company have added following value added products in its product basket Large Dia. Pipes,
Color Coated Coils, GP/ GC Coils and Sheets. The launch of these product will enable the
company to penetrate deeper into Indian Steel Industry and expected to contribute to the
company's topline meaningfully in the coming period. With this new product addition,
the company has a well-established portfolio to cater industries like Automobile, Capital
Goods, Consumer Goods, Agriculture, Water Management, Commercial Buildings, Housing,
Airports, Metros, Roads & Highways, Railways, Warehouses, Industrial Sheds, Doors and
Window
Frames, Residential Roofing, Metros etc.
Future prospects:
The company is focused to actively improve the capacity utilisation of
the existing plants and to increase the proportion of Value Added Products as the company
has a clear vision to reach 1 (One) Million Ton Capacity from Current 7.5 Lakh Tons.
The Company has taken a new initiative and aggressively working towards
corporate and product branding activities on various social media platform and we are very
optimistic that this will surely benefitted the company in achieving better connection
with stakeholders and improve brand image of company in the years to come.
Further information on the Business overview of the Company is
discussed in detail in the Management Discussion & Analysis.
5. DiViDeND products
Your Directors are pleased to recommend a final dividend of 2.5% per
Equity Share having a face value of Re. 1/- each for the financial year 2023
24. The proposed dividend is, subject to approval of Shareholders in
the ensuing Annual General Meeting of the Company and, would result in appropriation of
4,40,275/- (Rupees Four Lakh Forty Thousand Two Hundred Seventy Five Only) approximately.
The dividend would be payable to
Manufacturing all those Shareholders whose names appear in the Register
of Members as on the Book Closure Date. The Register of Members and Share Transfer books
shall remain closed as per the schedule given in notice of Annual General Meeting.
Pursuant to Regulation 43A of the SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 (as amended), the Company has Dividend
Distribution Policy and the same is available on our website and can be accessed at
https://hitechpipes.in/policies/.
6. coNsoLiDAteD FiNANciAL stAteMeNts oF sUBsiDiArY & AssociAte
coMpANY
In accordance with the provisions of Companies Act, 2013 (hereinafter
referred to as the Act), Regulation 33 of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter
referred to as Listing Regulations) and applicable Accounting Standards, the
Audited Consolidated Financial Statements (CFS) of the Company for the financial year
2023-24, together with the Auditors' Report form part of this Annual Report.
In compliance with Section 129 (3) and other applicable provisions, if
any, of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014. A statement is
annexed containing the salient features of financial statements of subsidiaries/ joint
venture companies of the Company in the prescribed Form AOC 1 (ANNEXURE-1).
The said Form also highlights the financial performance of each of the
subsidiaries included in the CFS of the Company pursuant to Rule 8(1) of the Companies
(Accounts) Rules, 2014.
In accordance with Section 136 of the Act, the financial statements of
the subsidiary companies are available for inspection by the members at the Registered
Office of business hours on all days except, Sundays and public holidays upto the date of
the AGM. Any member desirous of obtaining a copy of the said financial statements may
write to the Company Secretary at the Registered Office of the Company. The financial
statements including the CFS, and all other documents required to be attached to this
report have also been uploaded on the website of the Company at www.hitechpipes.in
List of Wholly Owned Subsidiary Companies are as follows:
HTL Metal Private Limited HTL Ispat Private Limited Hitech Metalex
Private Limited
Note: The financial statements of all the Wholly
Owned Subsidiary Companies are available at the Website of the Company
i.e. www.hitechpipes.in
The Company do not have any joint venture or associate company as on
March 31, 2024.
sHAre cApitAL
During the Year under review following are the changes in the share
capital of the Company.
a. In accordance to the Special Resolution dated
December27,2022passedbytheshareholders of the Company, Board of Director in its meeting
held on January 10, 2023 has issued and allotted 55,40,000 (Fifty-Five Lakh Forty
Thousand) fully convertible Warrants to the person belonging to the
Promoter, Promoter Group and Non Promoter Group Category.
Further the Authorised share Capital of the Company has increase from
14,00,00,000 (Rupees Fourteen Crores Only) divided into 1,40,00,000 Equity shares having
a face value of 10/- each to 24,00,00,000 (Rupees Twenty-Four Crore Only) divided into
2,40,00,000 (Two Crore Forty Lakh) Equity shares having a face value of 10/- each.
b. Pursuant to the Approval of shareholders of the Company dated March
02, 2023 the Board of Directors vide Record Date March 17, 2023 had subdivided/ Split the
Face Value of Authorised Share Capital of the Company from 10/- each to Re.1/- each,
resulting in Company during Subdivision of Paid-up Equity Share capital of the Company.
The status of conversion as on 31st March, 2024 and Subdivision/ Split
is as follows:
Out of total 55,40,000
Fully Convertible Warrants 2,00,000 Fully Convertible Warrants has been
converted into equal no. of 20,00,000 equity shares on April 21, 2023, pursuant to which
the Total Paid-up Capital of the Company stands at 12,98,11,000/- (Twelve Crores
Ninety-Eight Lakhs and Eleven Thousand) Divided into 12,98,11,000/- (Twelve Crores
Ninety-Eight Lakhs and Eleven Thousand) Equity Shares of Face value 1/- each.
Fully Convertible Warrants 100,000 Fully Convertible Warrants has been
converted into equal no. of 10,00,000 equity shares on April 27, 2023, pursuant to which
the Total Paid-up Capital of the Company stands at 13,08,11,000 (Rupees Thirteen Crores
Eight Lakhs and Eleven Thousand Only) Divided into 13,08,11,000 (Rupees Thirteen Crores
Eight Lakhs and Eleven Thousand Only) Equity Shares of Face value 1/- each.
Fully Convertible Warrants 3,20,000 Fully
Convertible Warrants has been converted into equal no. of 32,00,000
equity shares on October 16, 2023, pursuant to which the Total Paid-up Capital of the
Company stands at 13,40,11,000 (Rupees Thirteen Crores Forty Lakhs and Eleven Thousand
Only) Divided into 13,40,11,000 (Rupees Thirteen Crores Forty Lakhs and Eleven Thousand
Only) Equity Shares of Face value 1/- each.
Fully Convertible Warrants 3,02,500 Fully Convertible Warrants has been
converted into equal no. of 30,25,000 equity shares on November 08, 2023, pursuant to
which the Total Paid-up Capital of the Company stands at 13,70,36,000 (Rupees Thirteen
Crores Seventy Lakhs and Thirty-Six Thousand Only) Divided into 13,70,36,000 (Rupees
Thirteen Crores Seventy Lakhs and Thirty-Six Thousand Only) Equity Shares of Face value
1/- each.
Fully Convertible Warrants 6,55,000 Fully Convertible Warrants has been
converted into equal no. of 65,50,000 equity shares on January 19, 2024, pursuant to which
the Total Paid-up Capital of the Company stands at 14,35,86,000 (Rupees Fourteen Crores
Thirty-Five Lakhs and Eighty-Six Thousand Only) Divided into 14,35,86,000 (Rupees Fourteen
Crores Thirty-Five Lakhs and Eighty-Six Thousand Only) Equity Shares of Face value 1/-
each.
Fully Convertible Warrants 6,30,000 Fully Convertible Warrants has been
converted into equal no. of 63,00,000 equity shares on February 17, 2024, pursuant to
which the Total Paid-up Capital of the Company stands at 14,98,86,000 (Rupees Fourteen
Crores Ninety-Eight Lakhs and Eighty-Six Thousand Only) Divided into 14,98,86,000 (Rupees
Fourteen Crores Ninety-Eight Lakhs and Eighty-Six Thousand Only) Equity Shares of Face
value 1/- each.
Further, Pursuant to Subdivision/ Split which is effective from. March
17, 2023 (Record Date)
The Authorised share Capital of the Company Stands at 24,00,00,000/-
(Rupees Twenty-Four Crores) divided into 24,00,00,000 (Twenty-Four
Crores) Equity Shares having a Face Value of 1/- each
The Paid-up Capital of the Company Stands at 14,98,86,000 /- (Rupees
Fourteen Crores Ninety-Eight Lakhs and Eighty-Six Thousand Only) divided into 14,98,86,000
/- (Rupees Fourteen Crores Ninety-Eight Lakhs and Eighty-Six Thousand Only) Equity Shares
having a Face Value of 1/- each.
7. MAteriAL cHANGes AND coMMitMeNt
No material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year to which this financial
statements relate and the date of this Report.
8. DetAiLs oF Directors or KeY MANAGeriAL persoNNeL WHo Were
AppoiNteD or HAVe resiGNeD DUriNG tHe YeAr
During the year under review, following are the Changes in Directors
and KMP of the Company.
- Appointment of Mr. Kammleshwar Prasad as a whole time Director
(Executive Director-Operations) and KMP of the Company w.e.f. 12/01/2024.
- Mr. Arvind Kumar Bansal was appointed as Executive Director and Group
Chief Financial
Officer place of Mr. Anish Bansal who was holding additional
Designation of CFO.
In terms of section 203 of the Companies Act, 2013, the Key Managerial
Personnel of the Company as on 31/03/2024 are as follows:
s. No. Key Managerial personnel |
Designation |
1. Mr. Ajay Kumar Bansal |
Managing Director |
2 Mr. Anish Bansal |
Whole Time Director |
3. Mr. Kamleshwar Prasad |
Whole Time Director |
4. Mr. Arvind Kumar Bansal |
CFO |
5. Mr. Arun Kumar |
Company Secretary & Compliance Officer |
9. BoArD oF Directors
The detail description about the board and its composition is
discussed in the Corporate Governance section forming part of this Annual Report.
DecLArAtioN oF iNDepeNDeNce FroM iNDepeNDeNt Directors:
As prescribed under the provisions of the Companies Act, 2013 read with
the Schedules and Rules issued thereunder, as well as clause (b) of sub-regulation (1) of
Regulation 16 of the Listing Regulations (including any statutory modification(s) or
re-enactment(s) thereof for the time being in force), the Company has received
declarations from all the Independent
Directors confirming that they meet the criteria of independence.
Further in terms of Regulation 25(8) of the Listing Regulations, the Independent
Directors have confirmed that they are not aware of any circumstance or
situation, which exist or may be reasonably anticipated, that could impair or impact their
ability to discharge their duties.
In the opinion of Board, Mr. Vivek Goyal, Mr. Prashant Kumar Saxena,
Mrs. Neerja Kumar and Mr. Mukesh Kumar Garg are persons of integrity andfulfils conditions
as per applicable laws and are independent of the management of the Company.
NUMBer oF MeetiNGs oF tHe BoArD oF Directors
Five (5) meetings of the Board of Directors were held during the
financial year 2023 24. The details of the meetings of the Board of Directors of the
Company convened during the financial year
2023-24 are given in the Corporate Governance Report which forms part
of this Annual Report.
poLicY oN Directors' AppoiNtMeNt AND reMUNerAtioN
The company's policy on directors' appointment and
remuneration including criteria for determining qualifications, positive attributes,
independence of a director and other matters provided under sub-section (3) of section 178
is available at the website of company and can be accessed at
https://hitechpipes.in/policies/
Directors AND oFFicers iNsUrANce
Pursuant to the provisions of Regulation 25(10) of
Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 as amended by SEBI (Listing Obligations and
Disclosure Requirements) (Third Amendment) Regulations, 2021 read with corrigendum w.e.f.
01.01.2022, the top 1000 listed entities by market capitalisation calculated as on March
31 of the preceding financial year, shall undertake Director and Officers Insurance
(D and O Insurance) for all their independent directors of such
quantum and for such risks as may be decided by its board of directors.
The Company was in the list of Top 1000 Companies at NSE as at March,
2023, hence complying with the provisions of the above regulation your Company has renewed
a D and O Insurance cover from Tata AIG General Insurance Company Ltd. For a policy period
of one year which gives a coverage against claims upto Rs. 1,00,00,000/- (Rupees One
Crore Only).
10. coMMittees oF tHe BoArD
A detailed note on the Board and its Committees is provided in the
Report on Corporate Governance forming part of this Annual Report. As on March
31, 2024, the Board has the following standing Committees:
MANDAtorY coMMittees i. Audit Committee ii. Nomination and
Remuneration Committee iii. Corporate Social Responsibility Committee iv.
Stakeholders' Relationship Committee v. Risk Management Committee
NoN-MANDAtorY coMMittees i. Executive Committee ii. Securities
Allotment Committee iii. Internal Complaints Committee
For details, the terms of reference, meetings held during the year,
membership and attendance of the members at the meetings of the above Committees of the
Board, kindly refer to the report on corporate Governance forming part
of this Annual Report.
11. MeetiNG oF iNDepeNDeNt Directors
Pursuant to the requirements of Schedule IV to the Companies Act, 2013
and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a separate Meeting of the Independent Directors of
the Company was also held on 12th January, 2024, without the presence of non-independent
directors and members of the management, to review the performance of non-independent
directors and the Board as a whole, the performance of the Chairperson of the company and
also to assess the quality, quantity and timeliness of flow of information between the
company management and the Board.
The results of the above evaluation, assessment etc. was found
satisfactory to the Independent Directors.
12. Directors respoNsiBiLitY stAteMeNt
In accordance with the provisions of Section 134(5) of the Companies
Act, 2013, the Board hereby submits its responsibility Statement: -
(a) In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation relating to material
departures.
(b) The Directors had selected such 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 and loss of the company for that period.
(c) The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities;
(d) The Directors had prepared the annual accounts on a going concern
basis; and
(e) The Directors had laid down internal financial controls to be
followed by the company and that such internal financial controls adequate and were
operating effectively.
(f) The Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
13. ANNUAL retUrN
The copy of Annual Return as required under Section 92(3) and Section
134(3)(a) of the Act read with Rule 12 of the Companies (Management and Administration)
Rules, 2014 is placed at company's https://hitechpipes.in/annual-return/
The Company has received Auditors Report from M/s A.N. Garg & Co,
Chartered Accountants on Standalone and Consolidated Financial Statements of the Company
for the year ended March 31, 2024 which is self-explanatory and do not have any
qualifications or adverse
secretAriAL AUDitors AND tHeir report
The Company has received consent from NSP & Associates to act as
the auditor for conducting audit of the secretarial records of the Company for the
financial year ending 31st March, 2024.
The Secretarial Audit Report of the Company together with Secretarial
Audit Report of its Material Subsidiary i.e. HTL Metal Pvt. Ltd. for the financial year
ended 31st March, 2024 under Companies Act, 2013, read with Rules made thereunder and
Regulation 24A of the Listing Regulations (including any statutory modification(s) or
re-enactment(s) thereof for the time being in force) is set out in the ANNEXURE-2 & 2A
to this report.
Further in terms of SEBI Regulations/circulars/ guidelines issued
thereunder and pursuant to requirement of Regulation 24A of Listing Regulations, the
Annual Secretarial Compliance
Report for the financial year ended 31st March,
2024, in relation to compliance of all applicable laws is attached as ANNeXUre-3
and also uploaded on the website of the Company.
There has been no qualification, reservation adverse remarks made by
Secretarial Auditor.
cost AUDitors
The Company is required to maintain cost records for certain products
as specified by the Central
Government under sub-section (1) of Section 148 of the Act, and
accordingly such accounts and records are made and maintained in the prescribed manner and
also the Audit of the cost records is being conducted.
The Company has received consent from S. Shekhar & Co to act as the
auditor for conducting
Cost audit of the Company for the financial year ending 31st March,
2024.
M/s S. Shekhar & Co. Cost Auditors shall submit their report to the
company in due course of time which will be filed
Affairs (MCA).
15. pArticULArs oF LoANs, GUArANtees or iNVestMeNts UNDer sectioN 186
Details of Loans, guarantees and investments covered under Section 186
of the Act read with the Companies (Meetings of Board and its powers) Rules, 2014, as on
31st March, 2024 are given in Note No. 05 and 06 to the Financial statements forming part
of this Annual report.
16. reLAteD pArtY trANsActioNs
During the financial year 2023-24, the Company entered into
transactions with related parties as defined under Section 2 (76) of the Companies Act,
2013 read with Companies (Specification of Definitions Details) were in the ordinary
course of business and on arm's length basis and in accordance with the provisions of
the Companies Act, 2013 read with the Rules issued thereunder and the Listing Regulations.
Further, there were no transactions with related parties which qualify
as material transactions in accordance with policy of the company on materiality of
related party transactions. Therefore, disclosure in Form AOC-2 is not applicable. All
transactions with related parties approved by the Audit Committee and were reviewed
thereafter and are in accordance with the Policy on Related Party Transactions of the
Company.
The details of the related party transactions as per Indian Accounting
Standards (Ind AS) - 24 are set out in Note 38 to the Standalone Financial Statements of
the Company.
The policy on Related Party Transactions is available on the website of
the Company at https://hitechpipes.in/policies/
17. Deposits
Your Company has not accepted any deposits within the meaning of
Section 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules,
2014. Accordingly, there are no unclaimed or unpaid deposits lying with the company for
the year under review.
18. MANAGeMeNt DiscUssioN AND ANALYsis report
The Management Discussion and Analysis Report on Company's
operational performance, industry trends and other required details prepared in compliance
of Regulation 34 of the Listing Regulations forms part of this Annual Report.
19. BUsiNessrespoNsiBiLitYANDsUstAiNABiLitY report In compliance of
Regulation 34 of the Listing Regulations, the Business Responsibility Report for the year
under review is presented in separate section forming part of this Annual Report.
20. corporAte sociAL respoNsiBiLitY
The Corporate Social Responsibility Committee comprises of:
Name of the Members |
status |
Nature of Directorship |
Mr. Anish Bansal |
Chairman |
Executive Director |
Mrs. Neerja Kumar |
Member |
Non-Executive Independent Director |
Mr. Ajay Kumar Bansal |
Member |
Executive Director |
Mr. Mukesh Kumar Garg |
Member |
Non-Executive Independent Director |
The brief outline of the Corporate Social Responsibility (CSR) Policy
of the Company and the initiatives undertaken by the Company on CSR activities during the
year are set out in ANNeXUre-4 of this report. The CSR Policy has been uploaded on
the company's website and same may be accessed at https://hitechpipes.in/policies/
21. DETAILS PURSUANT TO SECTION 197(12) OF THE coMpANies Act, 2013
Details pursuant to section 197(12) of the Companies Act, 2013 read
with Rule 5 Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
form part of this Report and are annexed herewith as ANNeXUre-5.
22. corporAte GoVerNANce
The Directors adhere to the requirements set out by Securities and
Exchange Board of India's Corporate Governance practices and have implemented all the
stipulations prescribed, secretarial compliances, reporting, intimations etc. under the
Companies Act, 2013, Listing Agreements and other applicable laws, rules and regulations
are noted in the Board/Committee meeting from time to time. The Company has implemented
several best Corporate Governance Practices as prevalent globally.
The Corporate Governance Report as stipulated under Regulation 34(3)
and other applicable Regulations read with Part C of Schedule V of SEBI (LODR), 2015 forms
part of this report.
23. risK MANAGeMeNt
The Company recognizes that risk is an integral part of business and is
committed to managing the risks in a proactive and efficient manner.
The Company's Risk Management Policy helps organisations to put in
place effective frameworks for taking informed decisions and to achieve more robust risk
management. The Key objective of the Risk Management Policy which is aimed at creating and
protecting Shareholders value by minimizing threats and losses and identifying and
maximizing opportunities.
The Company has a committee of the Board, namely, the Risk Management
Committee, which was constituted with the overall responsibility of overseeing and
reviewing risk management across the Company. The terms of reference of the Risk
Management Committee and Company's Policy on Risk Management can be accessed at https://hitechpipes.in/policies/
The Risk Management Committee comprises of:
Name of the Members |
status |
Nature of Directorship |
Mr. Anish Bansal |
Chairman |
Executive Director |
Mr. Ajay Kumar Bansal |
Member |
Executive Director |
Mr. Mukesh Kumar Garg |
Member |
Non-Executive Independent Director |
24. ForMAL ANNUAL eVALUAtioN
Pursuant to applicable provisions of the Act and the Listing
Regulations, the Board has carried out the performance evaluation of all the Directors
(including Independent Directors) on the basis of recommendation of Nomination and
Remuneration Committee and the criteria formulated for the performance evaluation.
The evaluation of the Board and of the various committees was made on
the basis of the following assessment criteria:
(i) Adequacyoftheconstitutionandcomposition of the Board and its
Committees
(ii) Understanding of the Company's principles, values, philosophy
and mission statement
(iii) Matters addressed in the Board and Committee meetings
(iv) Effectiveness of the Board and its Committees in providing
guidance to the management of the Company
(v) Processes followed at the meetings
(vi) Board's focus, regulatory compliances and Corporate
Governance
The performance of the Committees was also evaluated by the members of
the respective Committees on the basis of the Committee effectively performing the
responsibility as outlined in its Charter/Terms of reference. Similarly, the evaluation of
the Independent Directors and other individual Directors' performance was made by the
entire Board, on the basis of the following assessment criteria:
(i) Attendance and active participation in the Meetings
(ii) Contribution in Board and Committee Meetings
(iii) Execution and performance of specific duties, obligations,
regulatory compliances and governance
The Board members had submitted their response for evaluating the
entire Board and respective Committees of which they are members.
25. siGNiFicANt AND MAteriAL orDers pAsseD BY tHe reGULAtors or coUrts
During the period under review, no material order has been passed by
any Regulator or Court .Except to the extent as may be mentioned in Notes to Accounts
attached to the Financial Statements forming part of this Annual Report no other Material
order were passed by the Regulator or Court .
26. WHISTLE BLOWER POLICY / VIGIL MECHANISM
In compliance with the requirements of the provisions of Section 177 of
the Act read with Regulation22oftheListingRegulations,theBoard has established a vigil
mechanism for Directors, employees and other stakeholders to disclose instances of
wrongdoing in the workplace and report instances of unethical behaviour, actual or
suspected fraud or violation of the Company's Policies. The policy is available on
the website of the Company at https://hitechpipes.in/policies/
27. poLicY oN protectioN oF WoMeN FroM seXUAL HArAssMeNt
The Company has always endeavoured for providing a better and safe
environment, free of sexual harassment at all its work places. The Company has in place a
robust policy on Protection of Women from Sexual Harassment in line with the requirements
of the Sexual Harassment of Woman at the Workplace (Prevention, Prohibition
& Redressal) Act, 2013. The Policy applies to, in relation to a
workplace, a woman, of any age whether employed or not, all categories of employees of the
company, including permanent, management, workmen, trainees, probationers and contract
employees of all cadres at its workplace or outside on official
An Internal Complaints Committee (ICC) has been set up to redress
complaints received on sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy. The policy is available on the website
of the Company at https://hitechpipes.in/ policies/
During the year, no complaints on sexual harassment were received by
the Committee
28. ADeQUAcY oF iNterNAL FiNANciAL coNtroLs
Hi-Tech has adequate system of internal controls commensuration with
the size of its operation and business, to ensure that all assets are safeguarded and
protected against loss from unauthorized use or disposition, and to ensure that all the
business transactions are authorized, recorded and reported correctly and adequately.
Your Company has adopted procedures for ensuring the orderly and
efficient conduct of its business, including adherence to the Company's policies, the
safeguarding of its assets, prevention and detection of frauds and errors, accuracy and
completeness of the accounting records, and timely preparation of reliable financial
disclosures.
During the year, M/s. BAS & Co. LLP, Chartered Accountants,
appointed as the Internal Auditors by the Board of Directors of the Company. The audit
scope and plans of internal audit are approved by the Board.
29. coNserVAtioN oF eNerGY, tecHNoLoGY ABsorptioN AND ForeiGN eXcHANGe
eArNiNGs AND oUtGo
The information pertaining to conservation of energy, technology
absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is
furnished in ANNeXUre-6 and forms part of this Report.
30. DetAiLs oF AppLicAtioN MADe or ANY proceeDiNG peNDiNG UNDer tHe
iNsoLVeNcY AND BANKrUptcY coDe, 2016 DUriNG tHe YeAr ALoNGWitH tHeir stAtUs As At tHe eND
oF tHe FiNANciAL YeAr During the year under review your company has neither made any
application nor any proceeding pending under Insolvency and Bankruptcy Code, 2016.
.
31. AcKNoWLeDGeMeNts
The Board places on record its appreciation for the continued
co-operation and support extended to the Company by its customers which enables the
Company to make every effort in understanding their unique needs and deliver maximum
customer Satisfaction. We place on record our appreciation of the contribution made by the
employees at all levels, whose hard work, co-operation and support helped us face all
challenges and deliver results. We acknowledge the support of our vendors, the regulators,
the esteemed league of bankers, financial institutions, rating agencies, government
agencies, stock exchanges and depositories, auditors, legal advisors, consultants,
business associates and other stakeholders.
For and on behalf of |
The Board of Directors of Hi-Tech Pipes Limited |
Ajay Kumar Bansal |
Chairman & Managing Director |
Place: New Delhi |
Date: 11th May, 2024 |