Hindustan Tin Works Ltd Directors Report.

Dear Shareholders,

Your Directors have great pleasure in presenting the 61st Annual Report together with the Audited Annual Accounts of the Company for the financial year ending 31 st March 2019.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31 st March, 2019 is summarized below:

2018-2019 2017-2018
Profit before Interest, Depreciation, & Tax 3114.69 3321.61
Less;
Financial Costs 1082.26 972.95
Depreciation and Amortization expense 763.39 793.09
Provision for Tax 447.64 603.48
Deferred Tax 31.95 (12.10)
Profit for the year 789.45 964.19
Other Comprehensive Income (Net of tax) 3.53 28.86
Total Comprehensive Income for the year 792.98 993.05

NATURE OF BUSINESS

Hindustan Tin Works Ltd. is one of the leading manufacturer and exporter of high performance cans, printed sheets, and related components to consumer marketing companies in India and abroad. It is one of the leading and established Company in Metal Packaging Industry.

We are keenly 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.

DIVIDEND

Your Directors are pleased to recommend a dividend @ Rs. 1.00 per Equity Share (10%) on the paid up capital of the Company for the year 2018-19, 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 21st September, 2019 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 21 st September, 2019.

TRANSFER TO RESERVES

It is not proposed to transfer any amount to reserves out of the profits earned during financial year 2018-19. OPERATIONS

Your Company could achieve revenue from operations (net of GST) of Rs.33635.7 7 lakhs as against the previous years revenue from operations (net of excise duty) of Rs. 31452.15 lakhs i.e. Increase of Rs. 2183.62 lakhs (6.94%). The export sale of the Company has been decreased from Rs. 7380.97 lakhs in previous year to Rs. 6775.52 lakhs in current year i.e. Decrease of Rs. 605.45 lakhs (8.20%).

Your Company has achieved total comprehensive income of Rs. 792.98 lakhs as against the previous year of Rs. 993.05 lakhs i.e. Decrease of Rs. 200.07 lakhs (20.14 %).

SUBSIDIARY COMPANIES AND FINANCIAL STATEMENTS

Your Company does not have any subsidiaries 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.

DIRECTORS

In terms of the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company Mr. Sanjay Bhatia retires at the ensuing Annual General Meeting and being eligible, has offered himself for reappointment.

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.

During the year under review, Mr. B. L. Khurana, Independent Director/ Non Executive Director of the Company, has resigned from the Board with effect from 26th May, 2018.

Mr. Vijay Kumar Bhatia, Whole Time Director/ Executive Director of the Company has resigned from the Board of the Company w.e.f. 8th June, 2019.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors hold office for a fixed 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.

Key Managerial Personnel

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. Vijay Kumar Bhatia, Chairman*

2. Mr. Sanjay Bhatia, Managing Director

3. Mr. Ashok Kumar Bhatia, Whole-Time Director

4. Mr. p.p. Singh, Whole-Time Director

5. Mr. Rajat Pathak, Company Secretary

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

*None of the Key Managerial Personnel have resigned during the year under review except Mr. Vijay Kumar Bhatia, Whole Time Director/ Executive Director of the Company has resigned from the Board of the Company w.e.f. 8th June, 2019.

EVALUATION OF PERFORMANCE OF BOARD, ITS COMMITTEES AND OF DIRECTORS

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.

MEETINGS OF THE BOARD

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.

DIRECTORS RESPONSIBILITY STATEMENT

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 along with 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 31 st March, 2019 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.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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.

RISK MANAGEMENT

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.

LOANS AND INVESTMENTS BY THE COMPANY

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

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.

CORPORATE GOVERNANCE

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.

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGERIAL PERSONNEL

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 2018-2019. 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 13th August, 2019, is enclosed as Annexure-ll.

VIGIL MECHANISM

The Company has in place a whistle blower policy, to support the Code of Business Ethics. This policy documents the Companys 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 Companys 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 whistler blower policy may be accessed on the Companys website at the link: http://hindustantin.biz/Uploads/lnvester/ 165lnvr_Vigil_Mechanism_Policy. pdf and it duly forms a part of corporate governance.

DISCLOSURES

The CEO and Chief Financial Officer (CFO) have furnished to the Board in its meeting held on 29th May, 2019 a certificate with regard to the financial statements and other matters of the Company as on 31 st March 2019 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.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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.

AUDITORS

Messrs Mukesh Raj & Co, Chartered Accountants, (Firm Registration No. 016693N), were appointed as Statutory Auditors of the Company at the 59th Annual General Meeting held on 27th September, 2017, for a period of five consecutive years from the conclusion of the 59th Annual General Meeting until the conclusion of the 64th Annual General Meeting, subject to ratification by Members of the Company at every Annual General Meeting to be held thereafter.

The requirement of seeking ratification of the members for continuance of Statutory Auditors appointment has been withdrawn consequent upon the changes made by the Companies (Amendment) Act, 2017 w.e.f. May 7,2018. Hence, the resolution seeking ratification of the members for their appointment is not being placed at the ensuing Annual General Meeting.

The Auditors Report to the Members on the Accounts of the Company for the year ended March 31,2019 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.

COST AUDITORS

The Company has appointed Messrs K.S. Bhatnagar & Associates, Cost Accountants for conducting cost audit of the Company for the financial year ending 31 st March, 2020. For the financial year 2017-18, the Cost Auditor has duly filed the Cost Audit Report as per details below:-

Financial year Due date of filing Date of filing
2017-18 20.10.2018 18.10.2018