Hindustan Tin Works Ltd

Dear Shareholders,

Your Directors have great pleasure in presenting the 66th Annual Report together with the Audited Annual Accounts of the Company for the financial year ending 31st March, 2024.

The performance of the Company for the financial year ended 31st March, 2024 is summarized below: (Rupees in Lakhs)

Hindustan Tin Works Ltd. is one of the leading manufacturer and exporter of high-performance cans, printed sheets, and related components mainly to leading Fast-moving consumer goods (FMCGs) companies in India and abroad. It is one of the leading and established Company in Metal Packaging Industry. The Company is in the business of tin can manufacturing for the last more than 6 decades.

We are conscious of the emerging opportunities in the can-manufacturing sector in India as well as abroad. During the year under review, there was no change in nature of the business of the Company.

The Board already approved the setting up of a new unit at Village Panchi Gujran, Tehsil Ganaur & Distt Sonepat, Haryana in 2022. The construction is in full swing. Relevant statutory approvals are already received/ applied. The new unit is expected to start in fourth quarter of financial year 2024-25.

The Company has received a request letter dated August 5, 2022 from Mr. Vijay Kumar Bhatia, on his own behalf and on behalf of his, Wife, Mrs. Usha Bhatia, his Son, Mr. Gaurav Bhatia and his Daughter in Law, Mrs. Roopam Bhatia ("hereafter referred to as Outgoing Promoters") seeking re-classification of their status from person belonging to the "Promoter & Promoter Group" category to "Public" category under Regulation 31A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). The Company intimated the request received for reclassification to BSE Limited ("BSE") on August 6, 2022.

After passing required resolutions in Board Meeting held on 10th August, 2022 and in Annual General Meeting held on 28th September, 2022, the Company had filed application for reclassification with Bombay Stock Exchange Limited ("BSE") on 21st October, 2022 along with necessary Annexures.

The Company had received some queries from BSE which were replied promptly. Finally the Company has received approval letter dated 28th September, 2023 from BSE Limited for reclassification of the above persons from the "Promoter and Promoter Group" Category to the "Public" Category of shareholders of the Company, in accordance with provisions of Regulation 31A(3) of the Listing Regulations.

Your Directors are pleased to recommend a dividend @ Rs.1.20 per Equity Share (12%) on the paid up capital of the Company for the year 2023-24, which if approved at the forthcoming AGM, will be paid to all those Equity Shareholders whose names appear (i) As Beneficial Owners as at the end of the business hours on 20th September, 2024 as per the list to be furnished by the depository in respect of the shares held in electronic form and, (ii) As member in the Register of Members of the Company after giving effect to all valid shares transfers in physical form lodged with the Company on or before 20th September, 2024.

It is not proposed to transfer any amount to reserves out of the profits earned during financial year 2023-24.

Your Company achieved revenue from operations (net of GST) of Rs. 41935 lakhs as against the previous year's revenue from operations (net of GST) of Rs. 46462 lakhs i.e. a decrease of Rs. 4527 lakhs (9.74 %). The export sale of the Company has been decreased from Rs. 10440 lakhs in previous year to Rs. 10100 lakhs in current year i.e. decrease of Rs. 340 lakhs ( 3.26%).

Your Company has achieved total comprehensive income of Rs. 1693 lakhs as against the previous year of Rs. 1174 lakhs.

Your Company does not have any subsidiary and hence Form AOC-1 is not applicable.

In accordance with the provisions of Section 136 of the Companies Act, 2013, the audited financial statements, and related information of the Company are available on the website of the Company – www.hindustantin.biz.

In terms of the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Ashok Kumar Bhatia retires at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board of Directors of the Company has a healthy blend of executive and non executive Directors which ensures the desired level of independence in functioning and decision making.

All the non executive Directors are eminent professional and bring in wealth of expertise and experience for directing the management of the Company. Also the Company fulfils the requirement of Independent Directors in the Composition of its Board of Directors without filling any vacancy created by such resignation.

Mr. N.P. Sahni, Mr. Ramesh Kumar Jain and Mrs. Aarti Sawhney, Independent Directors of the Company have completed their tenure as Independent Director on 31.03.2024.

At the last Annual General Meeting held on 28th September, 2023, Mr. Vipin Aggarwal, Mr. Sanjeev Kumar Abrol and Mrs. Sushmita Singha were appointed as Independent Directors of the Company for a first term of 5 years from. 1st October, 2023 upto 30th September, 2028.

All the Independent Directors hold office for a fix term of five years and are not liable to retire by rotation. In accordance with Section 149(7) of the Companies Act, 2013, each Independent Director has given a written declaration to the Company that he/she meets the criteria of Independence as mentioned under Section 149(6) of the Companies Act, 2013 and SEBI Listing Regulations, 2015.

The Board took on record the declaration and confirmation submitted by the independent directors regarding them meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same as required under regulation 25 of SEBI Listing Regulations, 2015.

The following persons have been designated as Key Managerial Personnel (KMP) of the Company pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed there under.

1. Mr. Ashok Kumar Bhatia, Chairman

2. Mr. Sanjay Bhatia, Managing Director

3. Mr. P.P. Singh, Whole-Time Director

4. Mr. Rajat Pathak, Company Secretary

5. Mr. M.K. Mittal, Chief Financial Officer

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, 2015, the Board carried out annual performance evaluation of its own performance, its committees and individual directors. The manner in which the performance evaluation was carried out is given in detail in the Corporate Governance Report, annexed to this Report.

During the year, four meetings of the Board of Directors were held, particulars of attendance of directors at the said meetings are given in the report on Corporate Governance Report, which forms part of this Report. Additionally, on November 9, 2023, the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Companies Act, 2013 and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to the requirement under Section 134 (3) (c) of the Companies Act, 2013 with respect to directors' responsibility statement, it is hereby confirmed that: -(a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any.

(b) The Directors have 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 as at 31st March, 2024 and of the profit of the Company for the year ended on that date.

(c) We had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) We had prepared the Annual Accounts on a going concern basis.

(e) We had laid down proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. and (f) We had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

A Nomination and Remuneration Committee is in existence in accordance with the provisions of subsection (1) of Section 178 of the Companies Act, 2013. Kindly refer section on Corporate Governance, for matters relating to constitution, meetings, and the remuneration policy formulated by this Committee.

An Audit Committee is in existence in accordance with the provisions of Section 177 of the Companies Act, 2013. Kindly refer section on Corporate Governance, for matters relating to constitution and meetings of this Committee.

For details of other board committees, kindly refer the section on Corporate Governance.

A report in the form of Management Discussion and Analysis as per Part B of Schedule V of Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations, 2015), as a part of this report is annexed hereto as Annexure – I.

The Company has in place a Risk Management Policy which was reviewed by the Audit Committee and approved by the Board of Directors of the Company. The Policy provides for a robust risk management framework to identify and assess risks such as operational, strategic, financial, security, property, regulatory, reputational and other risks and put in place an adequate risk management infrastructure capable of addressing these risks. The Audit Committee of the Company also evaluates Internal financial controls and risk management systems.

Details of loans and investments, if any, made by the Company are given in notes to the financial statements.

During the year under review, the company has not accepted any deposit under Section 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

A report on Corporate Governance, along with a certificate from the Statutory Auditors of the Company detailing the compliance of Corporate Governance norms as enumerated in Part C of Schedule V of Regulation 34(3) of Listing Regulations, 2015 with the Stock Exchanges, is annexed as Annexure – II.

The Company has laid down a code of conduct for the Board Members and Senior Managerial Personnel of the Company. All Board Members and Senior Managerial Personnel have affirmed compliance with the Code of Conduct for the year 2023-2024. A declaration signed by Mr. Sanjay Bhatia, Managing Director, as to the compliance of the Code of Conduct by the Board Members and Senior Managerial personnel has been placed before the Board at its meeting held on 14th August, 2024, is enclosed as Annexure-III.

In compliance with the provisions of Section 177(9) of the Companies Act, 2013, the Board of Directors of the Company has framed the "Whistle Blower Policy" as the vigil mechanism for Directors and employees of the Company to support the Code of Business Ethics. This policy documents the Company's commitment to maintain an open work environment in which employees, consultants and contractors are able to report instances of unethical or undesirable conduct, actual or suspected fraud or any violation of Company's Code of Business Ethics at a significantly senior level without any fear of rejection. Individuals can raise their concerns by an e-mail, or telephone or direct interaction or by a letter to the Chairman of the Audit Committee of the Company. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company's website at the link: https:// hindustantin.biz/Uploads/Invester/165Invr_vigil-mechsnism-whistle-blower-policy.pdf and it duly forms a part of corporate governance.

The CEO and Chief Financial Officer (CFO) have furnished to the Board in its meeting held on 28th May, 2024 a certificate with regard to the financial statements and other matters of the Company as on 31st March, 2024 as required under Part B of Schedule II of Regulation 17 (8) of Listing Regulations, 2015. No material penalty or stricture was imposed on the Company by any statutory authority for non-compliance on matter related to capital markets, during the last three years.

The Company is complying with all the mandatory requirements of the Listing Regulations of Stock Exchanges on ‘Corporate Governance'.

There are no significant and material orders passed by the Regulators/or Courts which would impact the going concern status of the Company and its future operations.

Messrs Mukesh Raj & Co, Chartered Accountants, (Firm Registration No. 016693N), were re-appointed as Statutory Auditors of the Company at the 64th Annual General Meeting held on 28th September, 2022, for another term of five consecutive years from the conclusion of the 64th Annual General Meeting until the conclusion of the 69th Annual General Meeting. The Auditors' Report to the Members on the Accounts of the Company for the year ended March 31, 2024 is a part of the Annual Report. The said Audit Report does not contain any qualification, reservation or adverse remark. During the year, the Auditors had not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

Pursuant to section 148 of the Act, and the Rules made thereunder, the Board of Directors had, on the recommendation of the Audit Committee, re-appointed Messrs K.S. Bhatnagar & Associates, Cost Accountants (firm registration no. 102274), to audit the cost accounts of the Company for the financial year 2024-25 on a remuneration of Rs. 2,50,000/- p.a. subject to ratification by the shareholders at the ensuing AGM. Accordingly, a resolution seeking members' ratification for the remuneration payable to the Cost Auditor is included in the Notice convening the AGM. For the financial year 2022-23, the Cost Auditor has duly filed the Cost Audit Report as per details below:-

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Messrs AVA Associates, Practicing Company Secretaries, (FCS 3648, CP 2148) as secretarial auditor of the Company for the financial year ended March 31, 2024, to conduct the Secretarial Audit of the Company and their report is annexed herewith as Annexure – IV and this report does not contain any qualification, reservation or adverse remark.

During the year, your Company has complied with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India.

Your Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board and General Meetings and Dividends.

The Board of Directors on recommendation of the CSR Committee already formulated the CSR policy of the Company. The CSR activities of the Company are implemented in accordance with the core values viz. protecting stakeholder interests, grow in a socially and environmentally responsible way and striving towards inclusive development. The Company has implemented various CSR projects in the areas like Promotion of education & skill development, Healthcare, Rural Development, Drinking Water Project and Clean Environment, etc. These are in accordance with Schedule VII of the Companies Act, 2013.

Details of CSR expenditure is forming part of annual report and annexed as Annexure - V

Your company believes in formulating adequate and effective internal control system and implementing the same to ensure that assets and interests of the Company are safeguarded and reliability of accounting data and accuracy are ensured with proper checks and balances. The internal control system is improved continuously to meet the changes in business conditions and statutory and accounting requirements as required from time to time.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of internal control system and suggests improvements for strengthening them. The Company has a robust Management information system which is an integral part of the control mechanism.

The Audit Committee of Board of Directors, Statutory Auditors and the Business Heads are periodically appraised of the internal audit findings and corrective actions taken.

The Rating Committee of ICRA, has reaffirmed w.e.f. 08.03.2024, the long-term rating for the captioned Line of Credit (LOC) at [ICRA] BBB+ (pronounced ICRA triple B Plus) with a Positive outlook. The Rating Committee of ICRA, has also reaffirmed the Short-term for the captioned LOC at [ICRA] A2 (pronounced ICRA A Two). There is no change with earlier rating.

The rating derives strength from the Company's significant presence in India's Can Manufacturing sector, technologically advanced operations, proven management capability.

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy to ensure that Company's Directors, Key Managerial Personnel and other senior management employees are sufficiently incentivised for enhanced performance. Remuneration should be reasonable and sufficient to attract and retain employees. Independent Directors receive remuneration by way of sitting fees for attending meetings of Board and Board Committees (where they are members) and other matters, provided under Section 178(3) of the Act and Part D of Schedule II of the Listing Regulations appended as Annexure VI to the Directors' Report. During the year under review there has been no change in this policy. The Remuneration Policy of the Company is also available on the website of the Company which is https://hindustantin.biz/Uploads/ Invester/217Invr_NominationandRemunerationPolicy.pdf.

Disclosure pursuant to Section 197(12) of Companies Act, 2013 and Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided below: (i) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the year 2023-24:

computed based on annualized remuneration.

(ii) the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary in the financial year: The annual increase in the salary of Managing Director, Whole Time Director, Company Secretary and CFO is as below:

(iii) the percentage increase in the median remuneration of employees in the financial year: 4.97% (iv) the number of permanent employees on the rolls of Company: 500 (Five hundred), as on 31 March, 2024. (v) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: The average increase in the remuneration* of employees was 5.90% other than the managerial personnel in the last financial year whereas the average increase in the remuneration of managerial personnel was -2.05% thus there was not any exceptional circumstances for increase in the managerial remuneration.

*It does not include gratuity & payments to LIC of India.

{vi) Affirmation that the remuneration is as per the Remuneration Policy of the Company: The remuneration is as per the Remuneration Policy of the Company.

Adhering to the provisions of Companies Act, 2013, relevant amounts which remained unpaid or unclaimed for periods of 7 years have been transferred by the Company, from time to time on or before due date to the Investor Education and Protection Fund. During the year, the Company has credited Rs. 1,03,184/- to the Investor Education and Protection Fund (IEPF) pursuant to the provisions of the Companies Act, 2013. Pursuant to the provisions of Section 124(6) of the Companies Act, 2013 read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 which came into force from September 7, 2016 (including any amendment thereto or reenactment thereof for the time being in force), all equity shares in respect of which dividend has not been paid or claimed by the Member(s) for seven consecutive years or more are required to be transferred to the IEPF Authority, a Fund constituted by the Government of India under Section 125 of the Companies Act, 2013. The Company has communicated individually to the concerned Members to claim their unpaid / unclaimed dividend amount(s) and that failure to claim the same would lead to their equity shares being transferred to the IEPF Authority without any further notice. In accordance with the aforesaid IEPF Rules, during the Financial Year 2023-24 and till date, the Company has transferred shares pertaining to dividends which remained unpaid and unclaimed, being declared for the years till 2015-16, to the IEPF Authority. The Company has initiated necessary action for transfer of shares in respect of which dividend has not been paid or claimed by the members consecutively since FY 2016-17. The Company has uploaded on its website, the details of unpaid and unclaimed amounts lying with the Company. Details of shares transferred to the IEPF Authority during financial year 2023-24 are also available on the website of the Company in the "Investor Section".

The unclaimed dividends and corresponding shares including all benefits accruing on such shares, if any, once transferred to the IEPF Authority can only be claimed back from the IEPF Authority, for which details are available at www.iepf.gov.in.

The Company has been employing women employees in various cadres within its premises. The Company has in place a policy against Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There was no complaint received from any employee during the financial year 2023-24 and hence no complaint is outstanding as on 31st March, 2024.

Particulars of employees as required under the provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, is given in Annexure -VII.

The information in accordance with the provisions of Clause (m) of Sub-Section (3) of Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are forming part of the Directors' Report for the year ended 31st March, 2024 is given in Annexure – VIII.

Subject to the applicable provisions of the Companies Act, 2013, and applicable law, all documents, including the Notice and Annual Report shall be sent through electronic transmission in respect of members whose email IDs are registered in their demat account or are otherwise provided by the members. A member shall be entitled to request for physical copy or any such documents.

All related party transactions entered into by the Company during the year were on an arm's length basis and were in the ordinary course of business. There are no materially significant Related Party Transactions made by the Company with promoters, directors, key managerial personnel or other designated persons which may have potential conflict with the interest of the Company at large.

All related party transactions that were entered into during the financial year were on an arm's length basis. Details of such transactions are given in the Annexure – IX to this report.

Pursuant to Section 134(3)(a)and Section 92(3) of the Companies Act 2013 read with Companies( Amendment) Act 2017, an extract of Annual Return (eForm MGT-7) is available on the website of the Company and can be accessed at link: https://hindustantin.biz/pdf/annual-return-2024.pdf

The Company purchased 7.55 bigha land in Katha Baddi in 2006-07 for Rs. 189.84 lakhs setting up a new project. The Company started its operations at Baddi before the expiry of the permission under 118 at a very low scale due to adverse marketing conditions. The Company started trial production with hand tools on manual operations with DG sets. The District Collector (DC) of Solan issued a show-cause notice to acquire the land as per the provisions of the Act. In response, the Company filed a reply to the notice and presented its case through its legal representative. However, the judgment issued by the District Collector was not favorable to the Company. Subsequently, the Company filed an appeal against the District Collector's order with the Divisional Commissioner (Appeal), which ruled in favor of the Company. However, the state government has filed a revision petition against the said order before the Financial Commissioner (Appeals) in Shimla which was reverted by him to DC, Solan to look at the case afresh. DC Solan has filed a civil writ petition before the High Court HP at Shimla against the order of the Financial Commissioner and the same is sub judice.

The Board wishes to place on record with deep sense of satisfaction, their appreciation for the high degree of professionalism, commitment and dedication displayed by employees at all levels and the guidance, co-operation and assistance extended to the Company by its Bankers, Shareholders, Customers and Suppliers.