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Hi-Tech Pipes Ltd.

BSE: 543411 Sector: Metals & Mining
NSE: HITECH ISIN Code: INE106T01017
BSE 10:30 | 31 Jan 952.45 3.50
(0.37%)
OPEN

985.00

HIGH

985.00

LOW

941.90

NSE 10:19 | 31 Jan 953.00 3.60
(0.38%)
OPEN

963.65

HIGH

963.65

LOW

941.20

OPEN 985.00
PREVIOUS CLOSE 948.95
VOLUME 1111
52-Week high 995.00
52-Week low 323.00
P/E 39.92
Mkt Cap.(Rs cr) 1,169
Buy Price 952.10
Buy Qty 1.00
Sell Price 953.55
Sell Qty 8.00
OPEN 985.00
CLOSE 948.95
VOLUME 1111
52-Week high 995.00
52-Week low 323.00
P/E 39.92
Mkt Cap.(Rs cr) 1,169
Buy Price 952.10
Buy Qty 1.00
Sell Price 953.55
Sell Qty 8.00

Hi-Tech Pipes Ltd. (HITECH) - Director Report

Company director report

To

The Members

Your Directors are pleased to present the 38th Directors' Report of theCompany for the Financial Year ended 31st March 2022.

1. FINANCIAL SUMMARY OR HIGHLIGHTS

The Company's Financial Performance for the Financial Year ended March312022 is summarized below:

(Rs in Lakhs except EPS)

PARTICULARS STANDALONE CONSOLIDATED
2021-22 2020-21 2021-22 2020-21
Net Revenue from Operations 151188.85 102648.72 187884.73 134063.35
Other Operating Revenue - - - -
Other Income 93.67 79.71 93.67 79.71
Operating Profit before Finance Costs Depreciation Tax 7502.93 5197.16 10145.5 7160.05
Less: Depreciation and amortization expenses 720.40 655.38 966.24 832.27
Finance Cost 2690.68 2525.64 3647.00 3228.68
Profit before Tax and Exceptional Expenses 4091.86 2016.14 5532.26 3099.11
Less: Tax Expenses 1104.68 512.50 1499.64 818.82
Net Profit for the Year from Continuing operations 2987.18 1503.63 4032.62 2280.29
Net Profit for the Year from Discontinued Operations - - - -
Profit for the year 2987.18 1503.63 4032.62 2280.29
Other Comprehensive Income - - - -
Total comprehensive income for the year net of tax 2987.18 1503.63 4032.62 2280.29
Earning per equity share (Face Value of '10 each)
- Basic 25.01 13.75 33.77 20.85
- Diluted 24.96 12.50 33.70 18.96

2. During the Financial Year 2021-22 revenue from operations onstandalone basis increased to Rs 151188.85 Lakhs as against Rs 102648.72 lakhs in theprevious year- a growth of 47.29%.

The profit after tax for the current year is Rs 2987.18 lakhs againstRs 1503.63 lakhs in the previous year a increase of 98.66%.

On a consolidated basis the group achieved revenue of Rs 187884.73lakhs as against Rs 134063.35 lakhs - an increase of 40.15%. Net profit for the currentyear is Rs 4032.62lakhs against Rs 2280.29 lakhs in the previous year - an increase of76.85%.

REASON OF REMARKABLE PERFORMANCE:

This remarkable performance of the Company in Fiscal Year 2021-22 isbased on the following factors:

1) EBIDTA/ton improved in FY22 led by improvement in sales realisation

2) Increase in Contribution from Value Added Products

3) Better Realisation

3. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/ STATE OFCOMPANY'S AFFAIRS

Your Company is one the largest company in the segment with the widestrange of products instrumental in laying a sound infrastructure for the development ofthe Nation. Hi-Tech has been in existence for over three decades rolling out the best ofthe steel pipes and its allied products. These certified products have touched the livesof millions of people in myriad ways. Our products are used in multiple sectors includingInfrastructure Constructions Automobiles Energy Agriculture Defense Engineering&Telecom.

The second wave of Covid-19 pandemic had struck like a storm throughoutthe country as a result of which partial/complete lockdown curfews and strictrestrictions had been imposed in many parts of the Country. The entire economic activitywas once again severely impacted with the closure of offices and shops. Through thispandemic period the focus of the company immediately shifted to ensuring the health andwell being of the employees and work from home was enabled to close to 90 percent ofemployees to work remotely and securely.

During the year under review your Company has achieved an anothermilestone and added it in the history of the company. Your directors and Management of theCompany feels so proud to announce that the company has marked its presence on one of theoldest Stock Exchange of the country having Nationwide Trading Terminal i.e. BSELimited.

BSE Limited vide its Notice No. 20211214-54 had given its Final TradingApproval for Listing and Trading of Equity Shares of the Company. Effective from ThursdayDecember 16 2021 the equity shares of the Company had been listed and the TradingMembers of the Exchange was permitted to do business in the equity shares of the Company.We feel so proud to mark our presence on the country's two premier Stock Exchanges i.e.National Stock Exchange of India Limited and BSE Limited.

Your Company has added new Value Added Products in the Portfolio. TheCompany has started commercial production of CGL (Continuous Galvanizing Line) andGalvanized Corrugated

Roofing Sheets. The launch of this product will enable the company topenetrate in the Indian Roofing Industry and expected to contribute to the company'stopline meaningfully in the coming period. With this new product addition the company hasa well-established portfolio of eleven products and cater to industries like AutomobileCapital Goods Consumer Goods Agriculture Water Management Commercial BuildingsHousing Airports Metros Roads & Highways Roofing etc.

Your Company has upgraded its tube mill installed at its Sikandrabadfacility to manufacture the Value Added Proucst. This will help to increase the share ofValue Added Products in the portfolio basket of the Company.

Your Company has successfully registered its products in theprestigious High Speed Bullet Train Project (Ahmedabad to Mumbai). Moreover the companyhas also started supplying Jumbo MS Hollow Sections (Hi-Tech Bahubali) to the variousprestigious projects. Also the company won various Government Tenders under the "JalJivan Mission" Projects of the various State Governments.

Future Prospects:

The company is focused to actively improve the capacity utilisation ofthe existing plants and to increase the proportion of Value Added Products as the companyhas a clear vision to reach 1 (One) Million Ton Capacity from Current 5.8 Lakhs Tons.

The Company has taken a new initiative and aggressively working towardscorporate and product branding activities on various social media platform and we are veryoptimistic that this will surely benefitted the company in achieving better connectionwith stakeholders and improve brand image of company in the years to come.

Further information on the Business overview of the Company isdiscussed in detail in the Management Discussion & Analysis.

4. DIVIDEND

Your Directors are pleased to recommend a final dividend of Rs 0.50/-per Equity Share for the financial year 2021-22. The proposed dividend is subject toapproval of Shareholders in the ensuing Annual General Meeting of the Company and wouldresult in appropriation of Rs 61.35 Lakhs approximately. The dividend would be payable toall those Shareholders whose names appear in the Register of Members as on the BookClosure Date. The Register of Members and Share Transfer books shall remain closed as perthe 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 DividendDistribution Policy and the same is available on our website and can be accessed athttps://hitechpipes.in/wp-content/uploads/2022/07/Dividend_Distribution_Policy_HI-TECH.pdf

5. CONSOLIDATED FINANCIAL STATEMENTS OF SUBSIDIARY & ASSOCIATECOMPANY

In accordance with the provisions of Companies Act 2013 (hereinafterreferred to as "the Act") Regulation 33 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafterreferred to as "Listing Regulations") and applicable Accounting Standards theAudited Consolidated Financial Statements (CFS) of the Company for the financial year2021-22 together with the Auditors' Report form part of this Annual Report.

In compliance with Section 129 (3) and other applicable provisions ifany of the Act read with Rule 5 of the Companies (Accounts) Rules 2014. A statement isannexed containing the salient features of financial statements of subsidiaries/jointventure companies of the Company in the prescribed Form AOC - 1 (ANNEXURE-1).

The said Form also highlights the financial performance of each of thesubsidiaries 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 ofthe subsidiary companies are available for inspection by the members at the RegisteredOffice of the Company during business hours on all days except Sundays and publicholidays upto the date of the AGM. Any member desirous of obtaining a copy of the saidfinancial statements may write to the Company Secretary at the Registered Office of theCompany. The financial statements including the CFS and all other documents required tobe attached to this report have also been uploaded on the website of the Company atwww.hitechpipes.in

List of Wholly Owned Subsidiary Companies are as follows:

? HTL Metal Private Limited ? HTL Ispat Private Limited ? HitechMetalex Private Limited

Note: The financial statements of all the Wholly Owned SubsidiaryCompanies 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 onMarch 312022.

SHARE CAPITAL

The Member had approved the allotment of Convertible Warrants bypassing Special Resolution dated January 05 2021 in pursuance of which the SecuritiesAllotment Committee of the Company have allotted 1370000 Fully Convertible Warrants tothe persons belonging to the Promoter Promoter Group and Non Promoter group category.

The status of conversion as on 31st March 2022 is asfollows:

Out of total 1370000 Fully Convertible Warrants 1065000 FullyConvertible Warrants has been converted into equal no. of 1065000 equity shares upto31st March 2022 and 280000 was converted in FY 2021.

Further to above allotment the Paid-up Share capital of the Companyhas increased from '112061000 as on 31st March 2021 to '122711000 as on31st March 2022.

During the year under review there is no change in Authorized ShareCapital of the Company which is Rs 140000000 (Rupees Fourteen Crores only) dividedinto 14000000 Equity Shares of '10/- each

6. MATERIAL CHANGES AND COMMITMENT

No material changes and commitments affecting the financial position ofthe Company occurred between the end of the financial year to which this financialstatements relate and the date of this Report.

7. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTEDOR HAVE RESIGNED DURING THE YEAR

During the year under review there were no changes in the Directors ofthe Company.

During the year under review there was no change in the Key ManagerialPersonnel. In terms of section 203 of the Companies Act 2013 the Key ManagerialPersonnel of the Company as on 31/03/2022 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. Arvind Bansal Chief Financial Officer
4. Mr. Arun Kumar Company Secretary & Compliance Officer

8. BOARD OF DIRECTORS

The detail description about the board and its composition is discussedin 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 withthe Schedules and Rules issued thereunder as well as clause (b) of sub-regulation (1) ofRegulation 16 of the Listing Regulations (including any statutory modification(s) orre-enactment(s) thereof for the time being in force) the Company has receiveddeclarations from all the Independent Directors confirming that they meet the criteria ofindependence. Further in terms of Regulation 25(8) of the Listing Regulations theIndependent Directors have confirmed that they are not aware of any circumstance orsituation which exist or may be reasonably anticipated that could impair or impact theirability to discharge their duties.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

4 (Four) meetings of the Board of Directors were held during thefinancial year 2021 - 22. The details of the meetings of the Board of Directors of theCompany convened during the financial year 2021- 22 are given in the Corporate GovernanceReport which forms part of this Annual Report.

In accordance with the provisions of Section 152 and other applicableprovisions if any of the Companies Act 2013 read with the Companies (Appointment andQualification of Directors) Rules 2014 (including any statutory modification(s) orre-enactment(s) thereof for the time being in force) and in terms of Articles ofAssociation of the Company Mr. Ajay Kumar Bansal will retire at the ensuing AnnualGeneral Meeting (AGM) and being eligible will offer himself for reappointment.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The company's policy on directors' appointment and remunerationincluding criteria for determining qualifications positive attributes independence of adirector and other matters provided under sub-section (3) of section 178 is available atthe website of company and can be accessed at https://hitechpipes.in/pdf/Codes%20and%20policies%20P1/PolicyonNominationandRemunerationCommittee.pdf

DIRECTORS AND OFFICERS INSURANCE

Pursuant to the provisions of Regulation 25(10) of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 as amended by SEBI (Listing Obligations and Disclosure Requirements) (ThirdAmendment) Regulations 2021 read with corrigendum w.e.f. 01.01.2022 the top 1000 listedentities by market capitalisation calculated as on March 31 of the preceding financialyear shall undertake Director and Officers Insurance ( 'D and O Insurance) for all theirindependent directors of such quantum and for such risks as may be decided by its board ofdirectors.

The Company was in the list of Top 1000 Companies at NSE as at March2021 hence complying with the provisions of the above regulation your Company has taken aD and O Insurance cover from Tata AIG General Insurance Company Ltd. For a policy periodof one year which gives a coverage against claims upto Rs 10000000

9. 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 March31 2022 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 yearmembership and attendance of the members at the meetings of the above Committees of theBoard kindly refer to the "Report on Corporate Governance" forming part of thisAnnual Report.

10. MEETING OF INDEPENDENT DIRECTORS

Pursuant to the requirements of Schedule IV to the Companies Act 2013and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 aseparate Meeting of the Independent Directors of the Company was also held on 20thJanuary 2022 without the presence of non-independent directors and members of themanagement to review the performance of non-independent directors and the Board as awhole the performance of the Chairperson of the company and also to assess the qualityquantity and timeliness of flow of information between the company management and theBoard.

The results of the above evaluation assessment etc. was foundsatisfactory to the Independent Directors.

11. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the CompaniesAct 2013 the Board hereby submits its responsibility Statement:-

(a) In the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures.

(b) The Directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period.

(c) The Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;

(d) The Directors had prepared the annual accounts on a going concernbasis; and

(e) The Directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively.

(f) The Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

12. EXTRACT OF THE ANNUAL RETURN

The Extract of Annual Return in Form MGT-9 as required under Section92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules2014 forms part of the Directors' Report and is annexed herewith as "ANNEXURE-2"and is also accessible at company's websitehttps://hitechpipes.in/pdf/Annual%20Report/ExtractofAnnualReturnFY22.pdfhttps://hitechpipes.in/pdf/Annual%20Report/ExtractofAnnualReturnFY22.pdf

13. AUDITORS AND THEIR REPORTS STATUTORY AUDITOR:

Pursuant to the provisions of Section 139 of the Companies Act 2013M/s. A.N. Garg & Co

Chartered Accountants (ICAI Firm Registration No. 004616N) New Delhiwere appointed as Statutory Auditors of the company to hold office for a term of 5consecutive years from conclusion of the 33rd Annual General Meeting (AGM) of the Companyheld on 25th September 2017 till the conclusion of the 38th AGM of the Company to be heldin the year 2022 subject to ratification of the appointment by the members at each AGMs.However the provision relating to ratification of such appointment by Members at everyAnnual General Meeting stands deleted w.e.f. May 07 2018 by the Companies (Amendment)Act 201 7 and accordingly the said ratification is henceforth not required.

The Company has received Auditors Report from M/s A.N. Garg & CoChartered Accountants on Standalone and Consolidated Financial Statements of the Companyfor the year ended March 312022 which is self-explanatory and do not have anyqualifications or adverse remarks.

SECRETARIAL AUDITORS AND THEIR REPORT

The Board of Directors of the Company in its board meeting held on14.05.2022 has appointed NSP & Associates Practicing Company Secretary (Certificateof Practice No. 10937) as the Secretarial Auditor to conduct an audit of the secretarialrecords of the Company for the financial year 2022-23.

The Company has received consent from NSP & Associates to act asthe auditor for conducting audit of the secretarial records of the Company for thefinancial year ending 31st March 2023.

The Secretarial Audit Report of the Company together with SecretarialAudit Report of its Material Subsidiary i.e. HTL Metal Pvt. Ltd. for the financial yearended 31 st March 2022 under Companies Act 2013 read with Rules made thereunder andRegulation 24A of the Listing Regulations (including any statutory modification(s) orre-enactment(s) thereof for the time being in force) is set out in the ANNEXURE-3 &3A to this report.

Further in terms of SEBI Regulations/circulars/ guidelines issuedthereunder and pursuant to requirement of Regulation 24A of Listing Regulations theAnnual Secretarial Compliance Report for the financial year ended 31st March 2022 inrelation to compliance of all applicable laws is attached as ANNEXURE-3B and alsouploaded on the website of the Company.

There has been no qualification reservation or adverse remarks made bySecretarial Auditor.

COST AUDITORS

The Company is required to maintain cost records for certain productsas specified by the Central Government under sub-section (1) of Section 148 of the Actand accordingly such accounts and records are made and maintained in the prescribed mannerand also the Audit of the cost records is being conducted.

The Board of Directors of the Company in its meeting held on 14 May2022 on the recommendations made by the Audit Committee has appointed M/s. S. Shekhar& Co. Cost Accountants (Firm Registration No. 000452) as the Cost Auditor of theCompany to conduct the audit of cost records of certain products for the financial year2022 - 23 at a remuneration of 50000/-. As required under the Companies Act 2013 theremuneration payable to the cost auditors is required to be placed before the members forratification. Accordingly a resolution seeking such ratification will form part of theNotice convening the AGM. The Board recommends the ratification of remuneration of costauditors of the company.

In terms of Section 148 of the Companies Act 2013 the company hadappointed M/s S. Shekhar & Co. Cost Accountants as the Cost Auditors of the Company toaudit the Cost records for the FY 2021- 22 M/s S. Shekhar & Co. Cost Auditors shallsubmit their report to the company in due course of time which will be filed with Ministryof Corporate Affairs (MCA).

14. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans guarantees and investments covered under Section 186of the Act read with the Companies (Meetings of Board and its powers) Rules 2014 as on31st March 2022 are given in Note No. 06 to the Financial statements forming part of thisAnnual report.

15. RELATED PARTY TRANSACTIONS

During the financial year 2021-22 the Company entered intotransactions with related parties as defined under Section 2 (76) of the Companies Act2013 read with Companies (Specification of Definitions Details) Rules 2014 all of whichwere in the ordinary course of business and on arm's length basis and in accordance withthe provisions of the Companies Act 2013 read with the Rules issued thereunder and theListing Regulations.

Further there were no transactions with related parties which qualifyas material transactions in accordance with policy of the company on materiality ofrelated party transactions. Therefore disclosure in Form AOC-2 is not applicable. Alltransactions with related parties approved by the Audit Committee and were reviewedthereafter and are in accordance with the Policy on Related Party Transactions of theCompany.

The details of the related party transactions as per Indian AccountingStandards (Ind AS) - 24 are set out in Note 35 to the Standalone Financial Statements ofthe Company.

The policy on Related Party Transactions is available on the website ofthe Company at https://hitechpipes.in/pdf/Codes%20and%20policies%20P1/Policy%20on%20dealing%20with%20Related%20Party%20Transactions.pdf

16. DEPOSITS

Your Company has not accepted any deposits within the meaning ofSection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014. Accordingly there are no unclaimed or unpaid deposits lying with the company forthe year under review.

17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on Company's operationalperformance industry trends and other required details prepared in compliance ofRegulation 34 of the Listing Regulations forms part of this Annual Report.

18. BUSINESS RESPONSIBILITY REPORT

In compliance of Regulation 34 of the Listing Regulations the BusinessResponsibility Report for the year under review is presented in separate section formingpart of this Annual Report.

19. CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee comprises of:

Name of the Members Status Nature of Directorship
Mr. Anish Bansal Chairman Whole Time Director
Mrs. Neerja Kumar Member Non-Executive Independent Director
Mr. Ajay Kumar Bansal Member Managing Director

The brief outline of the Corporate Social Responsibility (CSR) Policyof the Company and the initiatives undertaken by the Company on CSR activities during theyear are set out in ANNEXURE-4 of this report.

The CSR Policy has been uploaded on the company's website and same maybe accessed at the link given hereunder:

https://hitechpipes.in/pdf/Codes%20and%20policies%20P1/CSR-Policy.pdf

20. DETAILS PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT 2013

Details pursuant to section 197(12) of the Companies Act 2013 readwith Rule 5 Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014form part of this Report and are annexed herewith as ANNEXURE-5.

21. CORPORATE GOVERNANCE

The Directors adhere to the requirements set out by Securities andExchange Board of India's Corporate Governance practices and have implemented all thestipulations prescribed secretarial compliances reporting intimations etc. under theCompanies Act 2013 Listing Agreements and other applicable laws rules and regulationsare noted in the Board/ Committee meeting from time to time. The Company has implementedseveral 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 formspart of this report.

22. RISK MANAGEMENT

The Company recognizes that risk is an integral part of business and iscommitted to managing the risks in a proactive and efficient manner.

The Company's Risk Management Policy helps organisations to put inplace effective frameworks for taking informed decisions and to achieve more robust riskmanagement. The Key Objective of the Risk Management Policy which is aimed at creating andprotecting Shareholders value by minimizing threats and losses and identifying andmaximizing opportunities.

The Company has a committee of the Board namely the Risk ManagementCommittee which was constituted with the overall responsibility of overseeing andreviewing risk management across the Company. The terms of reference of the RiskManagement Committee and Company's Policy on Risk Management can be accessed athttps://hitechpipes.in/pdf/Codes%20and%20policies%20P1/RISK%20MANAGEMENT%20POLICYHitech%20Pipes.pdf

The Risk Management Committee comprises of:

Name of the Members Status Nature of Directorship
Mr. Anish Bansal Chairman Whole Time Director
Mr. Ajay Kumar Bansal Member Managing Director
Mr. Mukesh Kumar Garg Member Independent Director

23. FORMAL ANNUAL EVALUATION

Pursuant to applicable provisions of the Act and the ListingRegulations the Board has carried out the performance evaluation of all the Directors(including Independent Directors) on the basis of recommendation of Nomination andRemuneration Committee and the criteria formulated for the performance evaluation. Theevaluation of the Board and of the various committees was made on the basis of thefollowing assessment criteria:

(i) Adequacy of the constitution and composition of the Board and itsCommittees

(ii) Understanding of the Company's principles values philosophy andmission statement

(iii) Matters addressed in the Board and Committee meetings

(iv) Effectiveness of the Board and its Committees in providingguidance 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 ofthe respective Committees on the basis of the Committee effectively performing theresponsibility as outlined in its Charter/Terms of reference. Similarly the evaluation ofthe Independent Directors and other individual Directors' performance was made by theentire 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 obligationsregulatory compliances and governance

The Board members had submitted their response for evaluating theentire Board and respective Committees of which they are members.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the period under review no material order has been passed byany Regulator or Court Apart from above an except to the extent as may be mentioned inNotes to Accounts attached to the Financial Statements forming part of this Annual Reportno other Material order were passed by the Regulator or Court.

25. WHISTLE BLOWER POLICY / VIGIL MECHANISM

In compliance with the requirements of the provisions of Section 177 ofthe Act read with Regulation 22 of the Listing Regulations the Board has established avigil mechanism for Directors employees and other stakeholders to disclose instances ofwrongdoing in the workplace and report instances of unethical behaviour actual orsuspected fraud or violation of the Company's Policies. The policy is available on thewebsite of the Company athttp://www.hitechpipes.in/pdf/Codes%20and%20policies%20P1/VigilMechanismPolicy.PDF

26. POLICY ON PROTECTION OF WOMEN FROM SEXUAL HARASSMENT

The Company has always endeavoured for providing a better and safeenvironment free of sexual harassment at all its work places. The Company has in place arobust policy on Protection of Women from Sexual Harassment in line with the requirementsof 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 anyage whether employed or not all categories of employees of the company includingpermanent management workmen trainees probationers and contract employees of allcadres at its workplace or outside on official duty.

An Internal Complaints Committee (ICC) has been set up to redresscomplaints received on sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. The Committee members are as mentionedbelow:

ICC Members Designation
Ms. Neerja Kumar Independent Director (CHAIRMAN)
Ms. Taruna Oberoi Kabra Manager-Human Resource Department & Administration

During the year no complaints on sexual harassment were received bythe Committee.

27. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Hi-Tech has adequate system of internal controls commensurating withthe size of its operation and business to ensure that all assets are safeguarded andprotected against loss from unauthorized use or disposition and to ensure that all thebusiness transactions are authorized recorded and reported correctly and adequately.

Your Company has adopted procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets prevention and detection of frauds and errors accuracy andcompleteness of the accounting records and timely preparation of reliable financialdisclosures.

During the year M/s. BAS & Co. LLP Chartered Accountantsappointed as the Internal Auditors by the Board of Directors of the Company. The auditscope and plans of internal audit are approved by the Board.

28. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

The information pertaining to conservation of energy technologyabsorption foreign exchange earnings and outgo as required under Section 134(3) (m) ofthe Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 isfurnished in ANNEXURE-6 and forms part of this Report.

29. ACKNOWLEDGEMENTS

The Board places on record its appreciation for the continuedco-operation and support extended to the Company by its customers which enables theCompany to make every effort in understanding their unique needs and deliver maximumcustomer Satisfaction. We place on record our appreciation of the contribution made by theemployees at all levels whose hard work co-operation and support helped us face allchallenges and deliver results. We acknowledge the support of our vendors the regulatorsthe esteemed league of bankers financial institutions rating agencies governmentagencies stock exchanges and depositories auditors legal advisors consultantsbusiness associates and other stakeholders.

For and on behalf of
The Board of Directors of Hi-Tech Pipes Limited
Ajay Kumar Bansal
Chairman & Managing Director
New Delhi
May 14 2022

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