Hisar Metal Industries Ltd Directors Report

Dear Members,

Your Directors are pleased to present 34^th Annual Report and the Companys audited financial statement for the financial year ended March 31, 2024.

FINANCIAL RESULTS

The Companys financial performance for the year ended March 31, 2024 is summarized below:

(Rs. in Lakhs)

FINANCIAL RESULTS	2023-24	2022-23
Sales/Others receipts	24239	27684
Profit before depreciation and Taxation	1064	1774
Less: depreciation	228	217
Profit after depreciation	836	1557
Less: Provision for Taxation
Current Year	236	417
Deferred Tax	-47	44
Previous Year Tax	0	1
Profit after Taxation	647	1095
Add: Profit brought forward	3077	2036
Profit available for appropriation	3724	3131
Dividend	54	54
Transfer To General Reserve	-	-
Surplus carried to Balance Sheet	3670	3077

COMPANYS BUSINESS GROWTH AND PROSPECTS

The total income for the current year has remained to Rs. 24239 Lakhs as against previous year of Rs. 27684 Lakhs, whereas the profit after tax has remained to Rs. 647 Lakhs as against previous year of Rs. 1095 Lakhs.

A major fire incident took place in one section of Cold Rolling Mills of the company situated at near Industrial Development Colony, Delhi Road, Hisar-125005 (Haryana) on 7^th October, 2023 which resumed production on 22/01/2024.

Further your company has successfully commissioned its prestigious project of 20Hi Foil Mill for ultra thin material and commenced commercial production on 21^st March 2024.

DIVIDEND

Your Directors have recommended a dividend of 10% on share of face value of Rs. 10 each i.e. Rs. 1/- per share for the financial year ended on March 31, 2024.

SHARE CAPITAL

The paid up Equity Share Capital as on 31^st March, 2024 was Rs. 5,40,00,000/-. During the year under review the company has not issued any shares or convertible instruments.

TRANSFER TO RESERVES

Your Directors have not recommended any amount to transfer to general reserve.

CHANGE IN NATURE OF BUSINESS

There was no change in nature of business during the year under review.

FIXED DEPOSITS

Your Company has not accepted any deposit within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rule, 2014.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In compliance with the provisions of Sections 124 and 125 of the Companies Act, 2013 read with the Investor

Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘IEPF Rules) as amended from time to time, the Company has deposited a sum of Rs. 52875/- into the specified bank account of the IEPF, Government of India, towards unclaimed/unpaid dividend amount for the financial year ended March 31, 2015. As per the said Rules, the corresponding equity shares in respect of which Dividend remains unclaimed/unpaid for seven consecutive years or more, are required to be transferred to the Demat Account of the IEPF Authority. During the year under review, the Company has transferred 1601 underlying Equity Shares to the Demat Account of the IEPF Authority, in compliance with the aforesaid Rules

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loans or guarantees coved under the provisions of Section 186 of the Companies Act, 2013. The details of the investments made by the Company, if any, are given in the notes to the financial statements.

REVISION OF FINANCIAL STATEMENTS OR BOARDs REPORT

The Company has not made any modification or alteration in its Financial Statement / Board Report in respect of last Four Years.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. During the year, the Company has not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions may be accessed on the Companys website at the link: http://www.hisarmetal.com Your Directors draw attention of the members to Note 27 to the financial statement which sets out related party disclosures.

INTERNAL FINANCIAL CONTROL

Your Company has adequate internal control systems commensurate with its size and operations, although not documented. The Company regularly gets its accounts audited from internal auditor.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism & Whistle Blower Policy to report genuine concerns or grievances. The

Vigil Mechanism & Whistle Blower Policy has been posted on the Companys website at http://www. hisarmetal.com.

RISK MANAGEMENT

The Company has laid down procedures to inform Board members about the risk assessment and minimization procedures. These procedures are periodically reviewed to ensure that executive management controls risk through means of a properly defined framework. The Company has also devised a Risk Management Policy for identification of elements of risks and procedures for reporting the same to the Board.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure A to this Report.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with Section 134 (5) of Companies Act, 2013 the Board of Directors confirms that: a) in the preparation of the annual accounts for the year ended March 31, 2024 the applicable Indian accounting standards (IND-AS) read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same; 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 at the end of the financial year and of the profit and loss of the Company for that period; c) the Directors have 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 have prepared the annual accounts on a going concern basis; e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

RELATED PARTY TRANSACTIONS

The Company has formulated a Policy on Related Party Transactions and manner of dealing with related party transactions which is available on the Companys website. All related party transactions entered into during FY 2023-24 were on an arms length basis and in the ordinary course of business. No material related party transactions were entered into during the financial year by the Company. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2023-24.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Association of the Company, Mrs. Anubha Tayal

(DIN-00081391) and Mr. Abhiram Tayal (DIN 00081453) Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible has offered herself/himself for re-appointment. Further Mr. Neeraj Kumar Jindal (DIN: 00054885) & Mr. Pankaj Jindal (DIN: 00049921) have been appointed as Additional Directors designated as Non- Executive Non-Independent Director on the Board of the Company, with effect from August 10, 2024 And Mr. Ritesh Mohan Jindal (DIN: 10507554), Mr. Parduman Kumar Sandhir (DIN: 10554370), Mr. Rajender Kumar Leekha (DIN: 03597751), Mr. Sanjay Kumar Jain (DIN: 02817520), Mr. Sandeep Garg (DIN: 10666936) and Mr. Sanjeev Goyal (DIN: 10673693) have been appointed as Additional Director designated as Non- Executive Independent Director on the Board of the Company to hold office of Independent Director for a term of five consecutive years commencing from August 10, 2024 to August 09, 2029 subject to approval of shareholders. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All the Directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164 of the Companies Act, 2013. 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 exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. Further, declaration on compliance with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended by Ministry of Corporate Affairs ("MCA") Notification dated

October 22, 2019, regarding the requirement relating to enrollment in the Data Bank created by MCA for Independent Directors, and had been received from all Independent Directors. The Company has devised a policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the Non-Executive Directors and Executive Directors. The evaluation of all the Directors and the Board as whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance Report section in this Annual Report.

The policy of the Company on Directors appointment and remuneration, adopted by the Board, is appended as Annexure-B to the Boards report.

AUDIT COMMITTEE

The Audit Committee consists of three Directors, out of which two are the Independent Directors, namely Mr. Shital Parshad Jain (Chairman), Mr. Sajjan Singh and Mrs. Anubha Tayal as other members (This constitution of Audit Committee is upto 10/08/2024)*. All the recommendations made by the Audit Committee were accepted by the Board. Other Details are disclosed in the Corporate Governance Report

Corporate Social Responsibility (CSR) Committee:

Pursuant to Section 135 of the Companies Act, 2013, the company has constituted a CSR Committee consisting of following members (This constitution of CSR Committee is upto 10/08/2024)*:-

- Mr Shital Parshad Jain, Independent Director as Chairman - Mr Sajjan Singh, Member - Mrs Anubha Tayal, Member

*RECONSTITUTION OF COMMITTEES

Reconstitution of Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Corporate Social Responsibility Committee was approved in the board meeting held on 10th August 2024 as under:-

Audit Committee:

Sr. No. Name of the Director	Status	Nature of Directorship
1. Mr. Ritesh Mohan Jindal (DIN- 10507554)	Chairperson	Non-Executive Independent Director
2. Mr. Rajender Kumar Leekha (DIN- 03597751)	Member	Non-Executive Independent Director
3. Mrs. Anubha Tayal (DIN- 00081391)	Member	Non-Executive Director
Stakeholders Relationship Committee:
1. Mr. Ritesh Mohan Jindal (DIN- 10507554)	Chairperson	Non-Executive Independent Director
2. Mr. Sandeep Garg (DIN: 10666936)	Member	Non-Executive Independent Director
3. Mrs. Anubha Tayal (DIN- 00081391)	Member	Non-Executive Director
Nomination and Remuneration Committee:
1. Mr. Sandeep Garg (DIN: 10666936)	Chairperson	Non-Executive Independent Director
2. Mr. Rajender Kumar Leekha (DIN- 03597751)	Member	Non-Executive Independent Director
3. Mr. Ritesh Mohan Jindal (DIN- 10507554)	Member	Non-Executive Independent Director
Corporate Social Responsibility Committee:
1. Mr. Sandeep Garg (DIN: 10666936)	Chairperson	Non-Executive Independent Director
2. Mr. Rajender Kumar Leekha (DIN- 03597751)	Member	Non-Executive Independent Director
3. Mrs. Anubha Tayal (DIN- 00081391)	Member	Non-Executive Director

BOARD AND COMMITTEE MEETINGS

Four meetings of the Board of Directors were held during the year. The details of the composition of the Board and its Committees and the number of meetings held and attendance of Directors at such meetings are provided in the Corporate Governance Report, which forms part of the Annual Report.

STATUTORY AUDITORS

M/s. Ram Sanjay & Co., Chartered Accountants, were appointed as Statutory Auditor of the Company at 32^nd Annual General Meeting held on September 23, 2022 to hold office till the conclusion of the 37^th Annual General Meeting.

The Auditors Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITORS

Ms Anju Jain, the Practicing Company Secretary was appointed by the Board as Secretarial Auditor, to conduct the Secretarial Audit of the Company for the financial year 2023-24.

The Secretarial Audit Report for financial year 2023-24 forms part of the Annual Report as Annexure-C to the

Boards report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Board has appointed Ms Anju Jain, Practicing Company Secretary, as Secretarial Auditor of the Company for the financial year 2024-25 also.

COST RECORDS

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records are made and maintained.

COST AUDITORS

The Board has appointed M/s. Naveen Gupta & Co., Cost Accountants having Firm Registration No. 100920 with the Institute of Cost Accountants of India, as Cost Auditor of the Company for conducting Cost Audit of the Company for the financial year 2024-25.

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, on the recommendation of the Audit Committee, Ms. Ritu Aggarwal was appointed by the Board of Directors to conduct internal audit for the financial year 2024-25.

ANNUAL RETURN

As provided under Section 92(3) & 134(3)(a) of the Act, Annual Return for FY 2023-24 is uploaded on the website of the Company and can be accessed at https://www.hisarmetal.com/annual-returns.html

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

There was no such employee of the Company who is covered under provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure D to this Report.

CORPORATE GOVERNANCE

Your Company has complied with all the mandatory provisions of corporate governance of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate report on Corporate Governance along-with Auditors certificate in this regard forms part of the Annual Report as Annexure E to the Boards report.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forms part of the Annual Report as Annexure F to the Boards report.

Annual Report on Corporate Social Responsibility (CSR) activities in accordance with Rule 8 of Companies (CSR Policy) Rules, 2014:

Refer Annexure G.

COMPLIANCE OF GUIDELINES OF SEBI/STOCK EXCHANGE

We have duly complied with all the applicable guidelines issued by SEBI/Stock Exchange.

SECRETARIAL STANDARDS OF ICSI

The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were adequate and operating effectively.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the

Companys financial position have occurred between the end of the financial year and date of this report.

INDUSTRIAL RELATIONS

Industrial relations continued to be cordial during the year under review.

Policy on Sexual Harassment:

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the Financial Year 2023-24, there were no cases reported under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. The Company has not constituted Employees Stock Option Scheme (ESOS) and not issued any share to its employees under the said Scheme or any other scheme (including sweat equity shares) during the financial year.

3. Company does not have any subsidiary.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

ACKNOWLEDGEMENT

The Board of Directors thanks and deeply acknowledge the co-operation, assistance and support provided by all the stakeholders viz., workers, shareholders, bankers, customers, dealers, vendors, Government and Regulatory agencies.

ANNEXURE A Pursuant to Companies (Accounts) Rules, 2014 A). CONSERVATION OF ENERGY

The following measures are employed by the Company for conservation of energy:-

a) The steps taken on conservation of energy:

1. Installation of LED lights to reduce power consumptions.

2. To optimise the combustion of annealing furnaces, the atmospheric air is pre-heated by flue gases at 220?C to reduce fuel consumption.

3. Using the Operating pumps near the best efficiency point for saving energy.

4. By maintaining power factor near to 1.00 to save energy.

5. Installation of variable frequency drive and A.C. Motors at bright annealing lines and slitting machines resulted energy cost saving and significant reduction in DC motor maintenance cost.

6. Timer provided for auto controlling of plant and street lighting.

7. Installed 2x25 KW frequency drive in place of DOL starters at rolling mills screw down for proper utilisation of screw speed, resulting saving of energy consumption.

8. 1200 kw Solar Power Plant has been installed to reduce the electricity bill.

9. At plant area used roof extractors instead of exhaust fans for air circulation saving electrical energy. b) The steps taken by the Company for utilising alternate sources of energy:

1. As bester sheets replaced with the polycarbonate transparent sheets at different intervals in order to achieve better illumination during day time and hence significant reduction in power

consumption by switching off shed lights during day time at the plant. c) The capital investment on energy conservation equipments:

1. Day light linked control system to be installed on the street lights to shut off the streetlights automatically.

2. Installing localised capacitor can improve the Power Factor of the plant & improve the voltage profile of the LT distribution & decrease the distribution losses in the cable networks.

3. More LED lights will be installed in different areas of plant to reduce power consumption.

B). TECHNOLOGY ABSORPTION

The Company has made the below mentioned efforts for the technology absorption in an effective manner:

1. Efforts in brief, made towards technology absorption and innovation	: NIL
2. Benefits derived as a result of the above efforts e.g. product improvement, cost reduction, product development, import substitution etc.	: NIL
3. In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year) following information may be furnished	: NIL
a) Technology imported
b) Year of import
c) Has technology fully absorbed
d) If not fully absorbed, areas where this has not taken place, reasons therefore and future plans of action
4. Expenditure on Research and development	: NIL

C). FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars	For the year ended on March 31, 2024	For the year ended on March 31, 2023
Earnings	239673056	147898113
Outgo	318111058	86700621

Annexure B

NOMINATION AND REMUNERATION POLICY INTRODUCTION

This Nomination and Remuneration Policy ("Policy")is being formulated in compliance with Section 178 of the

Companies Act, 2013 read with the applicable rules thereto, as amended from time to time and Regulation 19 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). This policy is applicable to the Directors, Key Managerial Personnel and Senior Management of the Company.

Role of Nomination and Remuneration Policy

- formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

- formulation of criteria for evaluation of performance of independent directors and the board of directors;

- devising a policy on diversity of board of directors;

- identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal.

- whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors. - recommend to the board, all remuneration, in whatever form, payable to senior management.

(A) Definitions

‘Act means Companies Act, 2013

‘Board means Board of Directors of the Company. ‘Directors means Directors of the Company.

‘Committee means Nomination and Remuneration Committee of the Company as constituted or reconstituted by the Board, in accordance with the Act. ‘Company means Hisar Metal Industries Limited ‘Independent Director means a Director referred to in Section 149(6) of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Director) Rules, 2014.

‘Key Managerial Personnel (KMP) means i) the Chief Executive Officer or the managing director or the manager; ii) the Company Secretary; iii) the whole time director; iv) the Chief Financial Officer: and v) such other officer as may be prescribed

‘Senior Management shall mean officer/personnel of the company who are members of its core management team excluding Board of Directors and normally this shall comprise all members of management one level below the Chief Executive Officer/managing director/whole time director/manager including chief executive officer/manager, in case they are not part of the board, and shall specifically include company secretary and chief financial officer

Unless the context otherwise requires, words and expressions used in this policy and not defined herein but defined in the Act as may be amended from time to time shall have the meaning respectively assigned to them therein.

(B) Criteria for appointment and removal of Directors, KMPs and Senior Management (a) Appointment Criteria and qualifications

1. The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or Senior Management level and recommend the profile to the Board for their appointment as and when required.

2. The Company shall not appoint or continue the employment of any person as Managing Director or Whole-time Director who is below the age of twenty-one years or has attained the age of seventy years. Provided that the terms of the person holding this position may be extended at the discretion of the committee beyond the age of seventy years with the approval of shareholders by passing a Special Resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for appointment beyond seventy years.

3. A KMP of the Company shall not hold office in more than one Company except in its Subsidiary company at the same time. However, a KMP can be appointed as a Director in any company, with the permission of the Board.

(b) Term/Tenure

1. Managing Director/Whole-time Director

The Company shall appoint or re-appoint any person as its Managing Director, Whole-time Director or Manager for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.

2. Independent Director

An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Boards report.

No independent Director shall hold office for more than two consecutive terms of 5 years each, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director.

Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly. (c) Removal Due to reasons for any disqualification mentioned in the Act and rules made thereunder or under any other applicable laws or as per the prevailing policy of the Company, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director or KMP subject to the provisions and compliance of the said Act and rules.

(d) Retirement The KMP, Senior Management personnel and other employees shall retire as per the prevailing policy of the Company.

(C) Basis of remuneration for Directors, KMPs and Senior Management (a) Remuneration to Managing Director/Whole-Time Directors:

1. The Remuneration/ Commission etc, to be paid to Managing Director/Whole-time Directors shall be governed as per provisions of the Act and rules made there under or any other enactment for the time being in force and the approvals obtained from the Shareholders of the Company.

2. The Nomination and Remuneration Committee shall make such recommendations to the Board of Directors, as it may consider appropriate with regard to remuneration to Managing Director/Whole-time Directors.

3. Increments to the existing remuneration/compensation structure may be recommended by the Committee to the Board which should be within the limits approved by the Shareholders.

(b) Minimum remuneration to Managing Director/ Whole-Time Directors

If, in any financial year , the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Managing Director in accordance with the provisions of Schedule V of the Act and if it is not able to comply with such provisions then with the previous approval of the Central Government.

Remuneration to KMPs and Senior Management

The guidelines for remuneration payable to the employees are as follows:

(i) Annual Remuneration

Annual remuneration refers to the annual compensation payable to the employees of the Company. This comprises two parts- a fixed component and a special incentive in case of some exceptional performance.

The objective is to set the total remuneration at levels to attract, motivate, and retain high-caliber and high potential personnel in a competitive global market. The total remuneration level is to be reset annually based on a comparison with the relevant peer group globally, established through independent compensation surveys, from time to time.

(ii) Stock Option The Independent Directors shall not be entitled to any Employee Stock Option Scheme

("ESOP") of the Company whereas Managing Director, Whole-time Directors, KMPs, Senior Management and other employees may be entitled to get the ESOP of the Company based on their performance.

(c) Remuneration to Non-Executive /Independent Directors

Non-executive /Independent Directors shall receive the reimbursement, if any for the expenditure incurred in connection with the business of the Company and in connection with attending meetings of the Board. Non-executive Directors shall not be entitled to any performance based incentives or bonus payments.

Policy Review

This policy is framed based on the provisions of the Act and rules framed thereunder.

In case of any subsequent changes in the provisions of the Act which makes any of the provisions in the policy inconsistent with the Act, then the provisions of the Act would prevail over the policy and the provisions in the policy would be modified in due course to make it consistent with the law.

This policy shall be reviewed by the Committee as and when changes are to be incorporated in the policy due to change in the Act or as may be felt appropriate by the Committee. Any changes or modification on the policy will be recommended by the Committee for the approval of the Board.

Annexure C

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2024

[Pursuant to section 204(1) of the Companies Act, 2013 and rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members

Hisar Metal Industries limited Near I. D. C., Delhi Road, Hisar-125 005 (Haryana)

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Hisar Metal Industries Limited (CIN L74899HR1990PLC030937) (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on March 31, 2024 (‘Audit Period) complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2024 according to the provisions of: (i) The Companies Act, 2013 (the Act) and the rules made there under; (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made there under; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under; (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India

Act,1992 (‘SEBI Act):

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)

Regulations, 2011; b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2009; d. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock

Purchase Scheme) Guidelines, 1999 and The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; (Not applicable to the Company during the Audit Period); e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,

2008; (Not applicable to the Company during the Audit Period); f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)

Regulations, 1993 regarding the Companies Act and dealing with client; g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not applicable to the Company during the Audit Period); and h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (Not applicable to the Company during the Audit Period).

(vi) OTHER APPLICABLE ACTS; a. Factories Act, 1948; b. Industrial Disputes Act, 1947; c. Payment of Wages Act, 1936; d. The Minimum Wages Act, 1948; e. Employees State Insurance Act, 1948; f. The Employees Provident Fund and Miscellaneous Provisions Act, 1952; g. The Payment of Bonus Act, 1965; h. The Industrial Employment (Standing Orders) Act, 1946; i. Payment of Gratuity Act, 1972; j. The Workmens Compensation Act, 1923; k. Air (Prevention & Control of Pollution) Act, 1981; l. Water (Prevention & Control of Pollution) Act, 1974; m. Hazardous Waste (Management & Handling) Rules, 1989; n. Manufacture, Storage and Import of Hazardous Chemical Rules, 1989; o. Environment (Protection) Act, 1986;

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. as mentioned above.

MANAGEMENT RESPONSIBILITY

1. Maintenance of secretarial records is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on my audit;

2. I have followed the audit practices and the processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for my opinion;

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. I have not examined any other specific laws except as mentioned above.

5. Wherever required , I have obtained the Management Representation about the compliance of laws, rules and regulation and happening of events etc;

6. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedure on test basis;

7. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company;

I further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

Annexure D

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

(i) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2023-24, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2023-24 are as under: (Amount in Rs.)

Sr. No. Name of Director/KMP and Designation	Remuneration of Director /KMP for financial year 2023-24	% increase in Remuneration in the Financial Year	Ratio of remuneration/to median remuneration of employees (Excl. MD and WTD)	Ratio of remuneration/to median remuneration of employees (Incl.MD and WTD)
1. Abhiram Tayal Managing Director	15,21,600	-	5.90	5.61
2. Karan Dev Tayal Whole-time Director	45,21,600	-	17.54	16.66
3. Radhey Shyam Bansal (Chief Financial Officer)	15,60,000	2.86	6.05	5.75
4. Vishesh Kumar Chugh (Company Secretary and Compliance Officer)	13,49,754	1.69	5.23	4.97

(ii) The median remuneration of employees of the Company excluding Managing Director (MD) and Whole-time Director (WTD) was Rs. 2,57,838/- and Rs. 2,01,358/- in the financial year 2023-24 and 2022-23 respectively. The increase in median remuneration of employees excluding MD and WTD in the financial year 2023-24 is 28.05%. (iii) The median remuneration of employees of the Company including Managing Director (MD) and Whole-time Director (WTD) was Rs. 2,71,356/- and Rs. 2,01,871/- in the financial year 2023-24 and 2022-23 respectively. The increase in median remuneration of employees including MD and WTD in the financial year 2023-24 is 34.42%. (iv) There were 260 permanent employees on the rolls of the Company as on March 31, 2024. (v) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.