hi tech pipes ltd Directors report

To

The Members,

Your Directors are pleased to present the 39th Directors Report of the Company for the Financial Year ended 31st March, 2023.

1. FINANCIAL SUMMARY OR HIGHLIGHTS

The Companys Financial Performance for the Financial Year ended March 31, 2023 is summarized below:

( in Lakhs except EPS)

PARTICULARS	STANDALONE		CONSOLIDATED
	2022-23	2021-22	2022-23	2021-22
Net Revenue from Operations	1,86,055.01	1,51,188.85	2,38,584.74	1,87,884.73
Other Operating Revenue	-	-	-	-
Other Income	197.77	93.67	226.20	93.68
Operating Profit before Finance Costs, Depreciation, Tax	7888.52	7,409.26	10,321.10	10,051.80
Less: Depreciation and amortization expenses	1,128.14	720.40	1,377.26	966.24
Finance Cost	2,531.70	2,690.68	35.30	3,647.00
Profit before Tax and Exceptional	4,426.45	4,091.86	5,639.89	5,532.26
Expenses
Less: Tax Expenses	884.92	1,104.68	1,220.22	1,499.64
Net Profit for the Year from Continuing operations	2,890.01	2,987.18	3,768.15	4,032.62
Net Profit for the Year from Discontinued Operations	-	-	-	-
Profit for the year	2,890.01	2,987.18	3,768.15	4,032.62
Other Comprehensive Income	13.65	-	11.07	-
Total comprehensive income for the year, net of tax	2,890.01	2,987.18	3,779.22	4,032.62
Earning per Equity Share (Face value of 1)
- Basic	2.35	2.50	3.06	3.38
- Diluted	1.67	2.50	2.18	3.38

2. During the Financial Year 2022-23, revenue from operations on standalone basis increased to 1,86,055.01 Lakhs as against 1,51,188.85 lakhs in the previous year a growth of 23.06%.

The profit after tax for the current year stood at 2,890.01 lakhs against 2,987.18 lakhs in the previous year.

On a consolidated basis, the group achieved revenue of 2,38,584.74 lakhs as against 1,87,884.73 an increase of 27% Net profit for the current year is 3768.15 lakhs against 4,032.62 lakhs in the previous year.

During the year the Group has achieved an ever highest sales volume of 3.55 lakh MTPA as compared to 2.76 lakh MTPA in previous FY. During this year the Company has also installed a new hot-dip galvanising facility at its Sikandarabad Plant, catering the rising demand of GI Product of the Company.

Reason of Remarkable Performance:

This remarkable performance of the Company in Fiscal Year 2022-23 is based on the following factors:

1) EBIDTA/ton improved in FY23 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 Year 2022-23.

4. BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/ STATE OF COMPANYS 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 products 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 new Value Added Products in its Portfolio. The Company has started commercial production of Color Coated Coils at Sikendrabad (U.P.) facility with an Installed capacity of 50,000 MTPA. This is a forward integration to existing Cold Rolling and Continuous Galvanizing Line facility.

With the launch of "HITECH COLORSTAR" for Color Coated Coils the Company has marked its foot prints in the roofing segment very strongly. The launch of this product will enable the company to penetrate in the Indian Roofing Industry and expected to contribute to the companys topline meaningfully in the coming period. With this new product addition, the company has a well-established portfolio of Twelve plus products and cater to 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.

During FY 2022-23 the Company has started purchasing electricity of 5Mwp in Sikandrabad, U.P. Facility from Amplus RJ Solar Private Limited under Solar Power Purchase Agreement as a group captive user. This would help significantly in savings power cost which is a significant cost element in our manufacturing process. Moreover, there will be reduction in the carbon footprint by reducing the emission of carbon dioxide into the atmosphere. This is an Important step towards having a renewable and alternate source of energy to the company.

During this year your Company has successfully registered its products in the various Central government and State Governmentprestigious projects.Moreover, the company is continuously,getting good orders &supplying to the "Jal Jivan Mission" Projects of the various State Governments.

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 5.8 Lakhs 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

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 2022-23. The proposed dividend is, subject to approval of Shareholders in the ensuing Annual General Meeting of the Company and, would result in appropriation of 32,70,275 (Thirty Two Lakh Seventy Thousand Tow Hundred Seventy Five Rupees) approximately. The dividend would be payable to 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/wp-content/ uploads/2023/07/Dividend_Distribution_Policy_ HI-TECH.pdf

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 2022-23, 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 the Company during 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, 2023.

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 December 27, 2022 passed by the shareholders 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 shareshaving 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 Subdivision of Paid-up Equity Share capital of the Company.

The status of conversion as on 31st March, 2023and Subdivision/ Split is as follows: Out of total 55,40,000 Fully Convertible Warrants 5,10,000 Fully Convertible Warrants has been converted into equal no. of 5,10,000 equity shares on February 08, 2023,pursuant to which the Total Paid-up Capital of the

Company stands at 12,78,11,000/- (Twelve Crores Seventy Eight Lakhs and Eleven Thousand) Divided into 1,27,81,100 (One Crore Twenty Seven Lakh Eighty One Thousand and One Hundred) Equity Shares of Face value 10/- 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 12,78,11,000/- (Rupees Twelve Crore Seventy Eight Lakhs and Eleven Thousand) divided into 12,78,11,000 (Rupees Twelve Crore Seventy Eight Lakhs and Eleven Thousand) 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 the Directors of the Company.

- On completion of their tenure, Mr. Ajay Kumar Bansal and Mr. Anish Bansal have been re-appointed as Managing Director and Whole Time Director of the Company respectively for another term of five (5) years each vide shareholder special resolution dated September 28, 2022.

- On Completion of their First Tenure, Mr. P.K.Saxena and Mr. Vivek Goyal have been Re-appointed as Independent Director of the Company for the Second Term vide shareholders Resolution Dated December 27th, 2022

During the year under review, Following are the Changes in the Key Managerial Personnel.

- Mr. Arvind Bansal resigned from the Position of CFO (KMP) w.e.f. June 21, 2022

- Mr. R N Maloo Appointed as an CFO (KMP) also being designated as an executive director at a group hierarchy Level w.ef. June 21, 2022.

- Mr. R N Maloo resigned from his Position of CFO (KMP) w.e.f. September 20, 2022.

- Mr. Anish Bansal Whole Time Director of the Company has also been Appointed as CFO (KMP) w.e.f. March 03, 2023.

In terms of section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company as on 31/03/2023 are as follows:

S. No. Key Managerial Personnel	Designation
1. Mr. Ajay Kumar Bansal	Managing Director
2. Mr. Anish Bansal	Whole-Time Director& CFO
3. 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.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

Eight (8) meetings of the Board of Directors were held during the financial year 2022–23. The details of the meetings of the Board of Directors of the Company convened during the financial year 2022-23 are given in the Corporate Governance Report which forms part of this Annual Report. In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and in terms of Articles of Association of the Company, Mr. Anish Bansal will retire at the ensuing Annual General Meeting (AGM) and being eligible, will offer himself for reappointment.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The companys 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/wp-content/ uploads/2023/07/Policy-on-Nomination-and-Remuneration-Committee.pdf

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, 2021, 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 1,00,00,000.

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, 2023, 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 28th January, 2023, 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 are 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 companys websitehttps://hitechpipes. in/wp-content/uploads/2023/08/Annual-Return-FY-2023.pdf

The tenure of M/s. A.N. Garg & Co, Chartered Accountants has completed in38th AGM of the Company held on September 28, 2022 and the Re-Appointment of M/s. A.N. Garg & Co, Chartered Accountants have been approved by the member for another term of 5 Consecutive Years till the Conclusion of 43rd Annual General Meeting of the Company. 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, 2023 which is self-explanatory and do not have any qualifications or adverse remarks.

SECRETARIAL AUDITORS AND THEIR REPORT

The Board of Directors of the Company in its board meeting held on 27.05.2023 has appointed NSP & Associates, Practicing Company Secretary (Certificate of Practice No. 10937), as the Secretarial Auditor to conduct an audit of the secretarial records of the Company for the financial year 2023-24.

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, 2023 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, 2023, 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 or 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.

TheBoardofDirectorsoftheCompanyinitsmeeting held on 27 May, 2023, 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 the Company to conduct the audit of cost records of certain products for the financial year 2023 – 24 at a remuneration of 50,000/-. As required under the Companies Act, 2013, the remuneration payable to the cost auditors is required to be placed before the members, for ratification. Accordingly a resolution seeking such ratification will form part of the Notice convening the AGM. The Board recommends the ratification of remuneration of cost auditors of the company.

In terms of Section 148 of the Companies Act, 2013, the company had appointed M/s S. Shekhar & Co. Cost Accountants as the Cost Auditors of the Company to audit the Cost records for the FY 2022-23, M/s S. Shekhar & Co. Cost Auditors shall submit their report to the company in due course of time which will be filed with Ministry of Corporate 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, 2023 are given in Note No. 06 to the Financial statements forming part of this Annual report.

16. RELATED PARTY TRANSACTIONS

During the financial year 2022-23, 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) Rules, 2014, all of which were in the ordinary course of business and on arms 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/wp-content/uploads/2023/07/ P o l i c y - o n - d e a l i n g - w i t h - R e l a t e d - P a r t y -Transactions.pdf

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 Companys 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. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In compliance of Regulation 34 of the Listing Regulations, the Business Responsibility Report for the year under review is presented in seprate 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	Whole Time Director
Mrs. Neerja Kumar	Member	Non-Executive Independent Director
Mr. Ajay Kumar Bansal	Member	Managing 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. TheCSRPolicyhasbeenuploadedonthecompanys website and same may be accessed at https:// hitechpipes.in/wp-content/uploads/2023/07/ Corporate-Social-Responsibility-Policy-Projects. pdf

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 Indias 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 Companys 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 Companys Policy on Risk Management can be accessed at https://hitechpipes.in/wp-content/uploads/2023/07/RISK-MANAGEMENT-POLICY_Hitech-Pipes-2.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	Non-Execu- tive Indepen- dent 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) Adequacy of the constitution and composition of the Board and its Committees

(ii) Understanding of the Companys 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) Boards 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 Apart from above an 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 Regulation 22 of the Listing Regulations, the Board 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 Companys Policies. The policy is available on the website of the Company at https://hitechpipes.in/ wp-content/uploads/2023/07/Vigil-Mechanism-Policy.pdf

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 offcial duty. 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. During the year, no complaints on sexual harassment were received by the Committee

28. ADEQUACYOFINTERNALFINANCIALCONTROLS

Hi-Tech has adequate system of internal controls commensurating 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 Companys 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.

29. 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

New Delhi

May 27, 2023