To
The Members,
Your Directors are pleased to present the 41st
Directors' Report of the Company for the Financial Year ended 31st
March, 2025.
1. FINANCIAL SUMMARY OR HIGHLIGHTS
The Company's Financial Performance for the Financial Year ended
March 31, 2025 is summarized below:
| PARTICULARS |
STANDALONE |
CONSOLIDATED |
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
| Net Revenue from Operations |
2,55,019.28 |
2,20,742.20 |
3,06,763.62 |
2,69,929.34 |
| Other Operating Revenue |
- |
- |
- |
- |
| Other Income |
163.54 |
111.86 |
188.87 |
117.75 |
| Operating Profit before Finance |
13,751.09 |
8,933.32 |
16,003.24 |
11,485.89 |
| Costs, Depreciation, Tax |
|
|
|
|
| Less: Depreciation and amortization expenses |
1,796.99 |
1,286.55 |
2,092.24 |
1,548.75 |
| Finance Cost |
3,377.87 |
3,163.35 |
4,301.25 |
4,186.17 |
| Profit before Tax and Exceptional |
8,576.23 |
4,483.42 |
9,798.62 |
5,868.71 |
| Expenses |
|
|
|
|
| Less: Tax Expenses |
2,213.45 |
1,093.45 |
2,503.71 |
1,475.63 |
| Net Profit for the Year from Continuing operations |
6,362.77 |
3,389.96 |
7,294.91 |
4,393.08 |
| Net Profit for the Year from |
- |
- |
- |
- |
| Discontinued Operations |
|
|
|
|
| Profit for the year |
6,362.77 |
3,389.96 |
7,294.91 |
4,393.08 |
| Other Comprehensive Income |
(14.49) |
8.40 |
(8.96) |
9.66 |
| Total comprehensive income for the year, net of tax |
6,348.28 |
3,389.96 |
7,285.95 |
4,402.75 |
| Earning per Equity Share |
|
|
|
|
| (Face value of `1) |
|
|
|
|
| - Basic |
3.47 |
2.51 |
3.98 |
3.25 |
| - Diluted |
3.47 |
2.08 |
3.98 |
2.69 |
2. During the Financial Year 2024-25, revenue from operations on
standalone basis increased to `2,55,019.28 Lakhs as against `2,20,742.20 lakhs in the
previous year a growth of 15.52%.
The profit after tax for the current year stood at `6,362.77 lakhs
against `3,389.96 lakhs in the previous year.
On a consolidated basis, the group achieved revenue of `3,06,763.62
lakhs as against `2,69,929.34 an increase of 13.65% Net profit for the current year is
`7,294.91 lakhs against `4393.08 lakhs in the previous year.
During the year the Group has achieved an ever highest sales volume of
4.85 Lakhs MTPA as compared to 3.91 lakh MTPA in previous FY.
FACTORS CONTRIBUTING REMARKABLE PERFORMANCE:
This remarkable performance of the Company in Fiscal Year 2024-25 is
based on the following factors:
1) Robust Demand in Infrastructure and Construction Sector
2) Increase in Share of Value Added Products 3) operational excellence
and improved margins
4) Better Realisation
3. TRANSFER TO RESERVES
The Board of Directors have decided to retain the entire amount of
Profit for the Financial Year 2024-25.
4. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE
YEAR / STATE OF COMPANY'S AFFAIRS
During FY25, your Company delivered its strongest-ever operational and
financial performance, reinforcing its position as a leading manufacturer of high-quality
steel tubes, pipes, and related value-added products.
Revenue grew by 14% to `3,068 crore (FY24: `2,699 crore), supported by
record sales volumes of 4,85,447 MT, a 24% increase over the previous year. Profitability
improved significantly, with Profit After Tax rising 66% to `72.95 crore (FY24: `43.93
crore), driven by operational excellence, improved margins, and a higher share of
value-added products. EBITDA stood at `160.03 crore, up 39.33%, with EBITDA per tonne
improving by 12.26% to `3,297.
The Company's financial position strengthened further — Net
Working Capital Days reduced to 52 (FY24: 63), ROCE improved to 14.35% (FY24: 13.70%), and
the Debt-to-Equity Ratio fell sharply to 0.15x (FY24: 0.70x) through disciplined capital
management. Reflecting this improved strength, the long-term credit rating was upgraded to
A+.
Operationally, the Company played a pivotal role in critical national
infrastructure projects, including supplying high-quality steel pipes for the Indian
Railways' Kavach anti-collision system and securing orders for the Border Security
Force's advanced modular fencing. Sanand Unit-2 emerged as a global supply hub for
solar torque tubes, exporting to North America, Europe, and the Middle East, exemplifying
the "Make in India – Export to World" vision.
Further new facilities was introduced, the commissioning of a hot-dip
galvanizing facility at Hindupur, catering to the growing demand for corrosion-resistant
pipes. The Company also introduced new large-diameter hollow section SKUs, including
250x250 mm and 300x150 mm sizes, expanding its premium product portfolio. These
achievements collectively underscore Hi-Tech Pipes' commitment to sustainable growth,
innovation, and value creation for stakeholders. During the financial year under review,
there was no change in the nature of the business of the Company.
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 7.5 Lakh 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.
. DIVIDEND
Your Directors are pleased to recommend a final dividend of 2.5% per
Equity Share having a face value of `1/- each for the financial year 2024-25. The proposed
dividend is, subject to approval of Shareholders in the ensuing Annual General Meeting of
the Company and, would result in appropriation of `50,77,694/- (Rupees Fifty Lakhs seventy
seven Thousand Six Hundred and Ninety Four Only) 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/policies/.
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
2024-25, 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 Hi-tech Global
Steels 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, 2025.
7. 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, Securities Allotment Committee in its meeting
held on April 30, 2024 and July 09, 2024 has issued and allotted 84,70,000 (Eighty Four
Lakh and Seventy Thousand) and 1,77,55,000 (One Crore seventy seven lakh fifty five
Thousand) equity shares respectively to the person belonging to the Promoter, Promoter
Group and Non Promoter Group Category. Pursuant to above allotment(s) the Issued,
Subscribed and paid up Equity share capital of the Company stand increased to
`17,61,11,000 (Rupees Seventeen Crores Sixty One Lakh and eleven Thousand Only) consisting
of 17,61,11,000 (Seventeen Crores Sixty One Lakh and eleven Thousand) Equity shares having
a face Value of `1 /- each. b. Pursuant to the Board recommendation and Shareholders
Approval dated August 19, 2024 and September 21, 2024 respectively had taken an approval
for raising of Funds by issuance of Equity Shares and/or any other equity based
instruments, through private placement or Qualified Institutional Placements or further
public offer or a right issue and/ or through any other permissible mode under applicable
laws and /or combination thereof upto an aggregate amount of `600 Crores.
Further, in accordance to the above approval accorded, the Fund raising
Committee of the Company on October 07, 2024 had open the issue for the eligible Qualified
Institutional Buyers
("QIBs"). Furthermore, Fund Raising Committee on October 11,
2024 had issued and allotted 2,69,96,734 (Two Crore Sixty Nine Lakhs and Ninety Six
Thousand Seven Hundred and Thirty Four) Equity shares having a face value of `1/- Each
under the Qualified Institutional Placement to the eligible Investors.
On account of above allotment the Issued, Subscribed and paid up Equity
share capital of the Company as on 31st March, 2025 stand increased to `20,31,07,734
(Rupees Twenty Crore Thirty One Lakh seven thousand seven hundred and Thirty Four Only)
consisting of 20,31,07,734 (Twenty Crore Thirty One Lakh seven thousand seven hundred and
Thirty Four) Equity shares having a face Value of `1 /- each.
The Authorised share Capital of the Company is `24,00,00,000 (Rupees
Twenty Four Crores) divided into 24,00,00,000 (Rupees Twenty Four Crores) Equity shares
having a face value of `1/- Each.
8. MATERIAL CHANGES AND COMMITMENT
There have been no material changes or commitments affecting the
financial position of the Company between the end of the financial year to which these
financial statements pertain and the date of this Report..
9. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE
APPOINTED OR HAVE RESIGNED DURING THE YEAR
During the year under review, There is no change in Directors and KMPs
of the Company. In terms of section 203 of the Companies Act, 2013, the Key Managerial
Personnel of the Company as on 31/03/2025 are as follows:
| Key Managerial Personnel |
Designation |
| 1. Mr. Ajay Kumar Bansal |
Managing Director |
| 2 Mr. Anish Bansal |
Whole Time Director |
| 3. Mr. Kamleshwar Prasad |
Whole Time Director |
| 4. Mr. Arvind Kumar Bansal |
ED & CFO |
| 5. Mr. Arun Kumar |
Company Secretary & Compliance Officer |
10. 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:
In accordance with the provisions of the Companies Act, 2013, including
its applicable Schedules and Rules, and pursuant to Regulation 16(1)(b) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any
statutory modifications or re-enactments thereof), the Company has received declarations
from all Independent Directors confirming their compliance with the prescribed criteria of
independence.
Further, in compliance with Regulation 25(8) of the Listing
Regulations, the Independent Directors have afirmed that there are no existing or
anticipated circumstances that could affect their ability to discharge their duties
independently and effectively.
Based on the above declarations and afirmations, the Board is of the
considered view that Mr. Vivek Goyal, Mr. Prashant Kumar Saxena, Mrs. Neerja Kumar, and
Mr. Mukesh Kumar Garg are persons of integrity, fulfil all statutory requirements, and
continue to remain independent of the management of the Company.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
Five (5) meetings of the Board of Directors were held during the
financial year 2024–25. The details of the meetings of the Board of Directors of the
Company convened during the financial year 2024-25 are given in the Corporate Governance
Report which forms part of this Annual Report.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Company's Policy on Directors' appointment and
remuneration, including the criteria for determining qualifications, positive attributes,
independence of Directors, and other matters as prescribed under Section 178(3) of the
Companies Act, 2013, is available on the Company's website and can be accessed at
https://hitechpipes.in/ policies/.
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,
2024, 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/- (Rupees One Crore
Only).
11. 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, 2025, 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
iv. Fund Raising 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.
12. MEETING OF INDEPENDENT DIRECTORS
In compliance with the provisions 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 held on 12th February,
2025. The meeting was conducted without the presence of non-independent directors and
members of the management.
During the meeting, the Independent Directors reviewed the performance
of non-independent directors and the Board as a whole, evaluated the performance of the
Chairperson of the Company, and assessed the quality, quantity, and timeliness of the flow
of information between the Company's management and the Board.
The Independent Directors expressed satisfaction with the outcome of
the performance evaluation and the overall functioning of the Board and its members.
13. 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.
14. 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 company's https://hitechpipes.in/annual-return/
15. STATUTORY AUDITORS AND THEIR REPORT
The Company had appointed M/s A. N. Garg & Co., Chartered
Accountants, (FRN: 004616N) as Statutory Auditors of the Company at their 38th Annual
General Meeting held in the year 2022 until the conclusion of 43rd Annual
General Meeting of the members of the Company to be held in the year 2027 and to conduct
statutory audit of the its financial statements commencing from the financial year 2022-23
to 2026-27. 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, 2025 which is self-explanatory and do not have any
qualifications or adverse remarks.
SECRETARIAL AUDITORS AND THEIR REPORT
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, 2025. 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, 2025 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, 2025, 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. Pursuant to the provisions of Section 204(1) of the
Act read with Rule 9 of The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof
for the time being in force) and Regulation 24A of the, SEBI (Listing Obligations and
Disclosure Requirements) 2015, as amended, based upon recommendation of Audit Committee,
the Board of Directors of the Company at their meeting held on May 26, 2025, approved the
appointment of M/s NSP & Associates, Practicing Company Secretaries, as the
Secretarial Auditors of the Company, subject to the approval of members in ensuing Annual
General Meeting to be held in the year 2025 and to conduct the Secretarial Audit of the
Company for a period of 5 (five) consecutive years commencing from 2025-26 till Financial
Year 2029-30 from the conclusion of 41st Annual General Meeting till the conclusion of
46th Annual General Meeting of the Company.
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.
The Company has received consent from S. Shekhar & Co to act as the
auditor for conducting Cost audit of the Company for the financial year ending 31st March,
2025.
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).
16. 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, 2025 are given in Note No. 05, 06 and 07 to the Financial statements forming
part of this Annual report.
17. RELATED PARTY TRANSACTIONS
During the financial year 2024-25, 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 arm's 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 44 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/policies/
18. 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.
19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report on Company's
operational performance, industry trends and other required details prepared in compliance
of Regulation 34 of the Listing Regulations forms part of this Annual Report.
20. 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 separate section forming
part of this Annual Report.
21. CORPORATE SOCIAL RESPONSIBILITY
The Corporate Social Responsibility Committee comprises of:
| Name of the Members |
Status |
Nature of Directorship |
| Mr. Anish Bansal |
Chairman |
Executive Director |
| Mrs. Neerja Kumar |
Member |
Non-Executive Independent Director |
| Mr. Ajay Kumar Bansal |
Member |
Executive 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. The CSR Policy has been uploaded on the
company's website and same may be accessed at https://hitechpipes.in/policies/
22. 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.
23. CORPORATE GOVERNANCE
The Directors of the Company continue to uphold the principles of good
Corporate Governance as prescribed by the Securities and Exchange Board of India (SEBI).
The Company has fully complied with the applicable provisions of the Companies Act, 2013,
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Listing
Agreement, and other relevant laws, rules, and regulations. Secretarial compliances,
statutory reporting, and necessary intimations are reviewed and noted at regular intervals
during Board and Committee meetings.
The Company has also adopted and implemented several global best
practices in Corporate Governance to ensure transparency, accountability, and stakeholder
trust.
The Corporate Governance Report, prepared in accordance with Regulation
34(3) read with Part C of Schedule V of the SEBI (LODR) Regulations, 2015, forms an
integral part of this Annual Report.
24. 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 Company's
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 Company's Policy
on Risk Management can be accessed at https://hitechpipes.in/policies/
The Risk Management Committee comprises of:
| Name of the Members |
Status |
Nature of Directorship |
| Mr. Anish Bansal |
Chairman |
Executive Director |
| Mr. Ajay Kumar Bansal |
Member |
Executive Director |
| Mr. Mukesh Kumar Garg |
Member |
Non- Executive Independent Director |
25. FORMAL ANNUAL EVALUATION
Pursuant to the applicable provisions of the Companies Act, 2013 and
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
("Listing Regulations"), the Board of Directors has carried out the annual
performance evaluation of all Directors, including Independent Directors. The evaluation
was conducted based on the recommendations of the Nomination and Remuneration Committee
and in accordance with the criteria formulated for performance assessment.
The performance evaluation of the Board as a whole and its various
Committees was carried out on the basis of the following key parameters: Adequacy of the
constitution and composition of the Board and its Committees Understanding of the
Company's values, principles, philosophy, and mission Quality and relevance of
matters addressed in Board and Committee meetings Effectiveness in guiding and supporting
the Company's management Conduct and efficiency of meeting processes Focus on
strategic issues, regulatory compliance, and corporate governance practices Further, the
performance of each Committee was evaluated by its respective members based on the extent
to which the Committee effectively discharged its responsibilities as defined in its
Charter/Terms of Reference.
Similarly, the performance of Independent Directors and other
individual Directors was evaluated by the entire Board (excluding the Director being
evaluated) based on the following criteria: Attendance and active participation in Board
and Committee meetings Contribution to discussions and deliberations Fulfilment of
specific duties, responsibilities, and compliance with regulatory and governance
requirements Each Board member submitted a structured response as part of the evaluation
process for assessing the performance of the Board, its Committees, and individual
Directors.
26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS
During the period under review, no material order has been passed by
any Regulators or Courts or Tribunals. 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 Regulators/ Courts/ Tribunals.
27. WHISTLE BLOWER POLICY / VIGIL MECHANISM
In compliance with the provisions of Section 177 of the Companies Act,
2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board of Directors has put in place a Vigil Mechanism (Whistle
Blower Policy) for Directors, employees, and other stakeholders. This mechanism provides a
safe and confidential platform to report concerns relating to unethical behavior, actual
or suspected fraud, or violations of the Company's policies.
The Vigil Mechanism aims to promote ethical conduct and a transparent
work environment, free from fear of retaliation.
The policy is available on the Company's website at:
https://hitechpipes.in/policies/
28. POLICY ON PROTECTION OF WOMEN FROM SEXUAL HARASSMENT
The Company remains committed to ensuring a safe, respectful, and
harassment-free work environment across all its workplaces. In line with the provisions of
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013, the Company has implemented a comprehensive policy on the Prevention of Sexual
Harassment (POSH).
The policy is applicable to all women, irrespective of their employment
status, and covers all categories of employees, including permanent, management staff,
workmen, trainees, probationers, and contractual employees, whether working within Company
premises or engaged in offcial duties outside.
To effectively address complaints, an Internal Complaints Committee
(ICC) has been constituted in accordance with the statutory requirements. The policy
ensures confidentiality, fair handling, and timely resolution of complaints, and extends
to all employees—permanent, contractual, temporary, and trainees.
The POSH Policy is available on the Company's website at:
https://hitechpipes.in/policies/ During the year under review, no complaints relating to
sexual harassment were received by the Committee.
29. ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Hi-Tech has established an adequate system of internal controls,
commensurate with the size and nature of its operations, to ensure that its assets are
safeguarded against loss from unauthorized use or disposition. The internal control
framework is designed to ensure that all business transactions are properly authorized,
accurately recorded, and appropriately reported. The Company has implemented structured
procedures to promote the orderly and efficient conduct of its business operations. These
procedures include strict adherence to Company policies, safeguarding of assets,
prevention and detection of fraud and errors, maintenance of accurate and complete
accounting records, and timely preparation of reliable financial disclosures. During the
year, M/s. BAS & Co. LLP, Chartered Accountants, continued to serve as the Internal
Auditors of the Company, as appointed by the Board of Directors. The scope and audit plan
of the internal audit were reviewed and approved by the Board to ensure independence,
objectivity, and comprehensive coverage of key areas of operations.
30. 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.
31. EMPLOYEES STOCK OPTION PLAN
The Company has implemented one Employee Stock Option Scheme –
2024 ("Scheme") in compliance with the provisions of the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB & SE
Regulations"). The details as per the requirements of the said Regulations are
annexed as Annexure- 7 which forms part of this Report.
32. COMPLIANCE WITH SECRETARIAL STANDARDS
During the financial year under review, the Directors state that
applicable Secretarial Standards issued by The Institute of Company Secretaries of India
("ICSI"), and notified by the Ministry of Corporate Affairs, i.e., Secretarial
Standard-1 ("SS-1") and Secretarial Standard-2 ("SS-2"), relating to
‘Meetings of the Board of Directors' and ‘General Meetings',
respectively, have been duly complied with by the Company.
33. DETAILS IN RESPECT OF FRAUDS REPORTED BY THE AUDITORS UNDER SECTION
143(12) OF THE ACT OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
During the Financial Year under review, no frauds were reported by
the Auditors of the Company under Section 143(12) of the Act.
34. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END
OF THE FINANCIAL YEAR
During the year under review your company has neither made any
application nor any proceeding pending under Insolvency and Bankruptcy Code, 2016.
35. DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT THE TIME OF ONE-TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF
During the financial year under review, there are no such cases of
difference between amount of valuation done at the time of one-time settlement and the
valuation done while taking loan from the Banks or Financial Institutions along with the
reasons thereof.
36. ACKNOWLEDGEMENTS
The Board places on record its sincere appreciation for the continued
support and cooperation extended by the Company's valued customers. Their trust and
engagement have enabled the Company to understand their unique requirements and
consistently strive to deliver superior customer satisfaction.
The Board also acknowledges the unwavering dedication and valuable
contributions of employees at all levels. Their hard work, commitment, and teamwork have
been instrumental in overcoming challenges and achieving the Company's objectives.
We further extend our gratitude to our vendors, regulatory authorities,
esteemed bankers, financial institutions, rating agencies, government bodies, stock
exchanges, depositories, auditors, legal advisors, consultants, business associates, and
all other stakeholders for their consistent support and partnership.
| For and on behalf of |
|
| The Board of Directors of Hi-Tech Pipes Limited |
|
| Ajay Kumar Bansal |
Anish Bansal |
| Chairman & Managing Director |
Whole-time Director |
| Place: New Delhi |
|
| Date: 26th May, 2025 |
|
|