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Directors Report of Hi-Tech Pipes Ltd.

Mar 31, 2023

DIRECTORS'' REPORT

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 Company''s Financial Performance for the Financial Year ended March 31,2023 is summarized below:

PARTICULARS	STANDALONE		CONSOLIDATED
PARTICULARS	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 Expenses	4,426.45	4,091.86	5,639.89	5,532.26
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 COMPANY''S
WORKING DURING THE YEAR/ STATE OF
COMPANY''S 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 COLORSTARâ 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 company''s 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 Missionâ 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 2022Â¬
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 Actâ),
Regulation 33 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (hereinafter
referred to as "Listing Regulationsâ) 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:

Â¦ HTL Metal Private Limited

Â¦ HTL Ispat Private Limited

Â¦ 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.	Key Managerial	Designation
No.	Personnel
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, 201 3 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 company''s 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 Governanceâ
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 Governanceâ 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 company''s 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.

The Boa rd of Di recto rs ofthe Co m pa ny i n its meeti ng
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 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 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/
Policy-on-dealing-with-Related-Party-
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 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.

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. Neeria Kumar	Member	Non-Executive Independent Director
Mr. Ajay Kumar Bansal	Member	Managing Director
Mr. Mukesh Kumar Garg	Member	Non-Executive Independent Director

TheCSR Policy has been uploaded on the company''s
website and same may be accessed at https://
hitechpipes.in/wp-content/uploads/2023/07/
Corporate-Social-Responsibilitv-Policv-Proiects.
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 India''s
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 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/wp-content/uploads/2025/07/RISK-
MANAGEMENT-POLICY Hitech-Pipes-2.pdf

The Risk Management Committee comprises of:

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 Company''s principles,
values, philosophy and mission statement

(iii) Matters addressed in the Board and
Committee meetings

(iv) Effectiveness of the Board and its Committees

Name of the Members	Status	Nature of Directorship
Mr. Anish Bansal	Chairman	Whole Time Director
Mr. Ajay Kumar	Member	Managing
Bansal		Director
Mr. Mukesh Kumar	Member	Non-Execu-
Garg		tive IndepenÂ¬ dent Director

in providing guidance to the management of
the Company

(v) Processes followed at the meetings

(vi) Board''s focus, regulatory compliances and
Corporate Governance

The performance of the Committees was also
evaluated by the members of the respective
Committees on the basis of the Committee
effectively performing the responsibility as
outlined in its Charter/Terms ofreference. 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
Company''s 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 official 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. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

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 Company''s
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 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

Mar 31, 2018

DIRECTORS'' REPORT

TO THE MEMBERS,

Your Directors take pleasure in presenting their 34th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended 31st March, 2018.

1. FINANCIAL SUMMARY OR HIGHLIGHTS

A brief overview on Standalone and consolidated Financial Performance for the Financial Year ending March 31, 2018 is as follows:

(Rs in Lakhs)

PARTICULARS STANDALONE CONSOLIDATED	2017-18	2016-17	2017-18	2016-17
Net Revenue from Operations	81998.22	58947.48	101416.03	63548.18
Other Operating Revenue	153.34	188.52	153.34	194.72
Other Income	178.60	253.54	131.01	238.78
Operating Profit before Finance Costs, Depreciation, Tax	4753.82	3904.02	6145.39	4228.14
Less: Depreciation and amortization expenses	327.49	612.43	400.07	693.73
Finance Cost	2286.85	1972.59	2742.83	2044.57
Profit before Tax and Exceptional Expenses	2139.48	1319.00	3002.48	1489.24
Less: Tax Expenses	683.48	439.50	901.67	451.09
Net Profit for the Year from Continuing operations	1456.00	879.50	2100.81	1038.15
Net Profit for the Year from Discontinued Operations	0	0	0	0
Profit for the year	1456.00	879.50	2100.81	1038.15
Other Comprehensive Income	-	-	-	-
Total comprehensive income for the year, net of tax	1456.00	879.50	2100.81	1038.15
Earning per equity share (Face Value of Rs 10 each)
- Basic	14.13	8.54	20.39	10.08
- Diluted	12.88	8.54	18.59	10.08

2. The Financial Year ("FY") 2017-18 was one of the significant year in terms of growth and sustainability. During the FY under review, total revenue of the Company has gone up by 59% and Profit after tax has gone up by 102% in comparison to the previous year. Your Company achieved a healthy growth across product categories, revenue grew by Rs 378.26 Cr., highest since inception. Profit before tax has increased from Rs 14.89 crores to Rs 30.02 crores during 2017-18, witnessing a growth of 102% on year to year basis.

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

Your Company is a Multi Product company marking its presence in steel pipes, hollow sections, tubes, cold rolled coils & strips, road crash barriers, solar mounting structures and a variety of other galvanised products since more than 3 decades. The end uses of these products are in high-rise buildings, metro stations, bridges, dams, refineries, telecom, airports, highways, power projects. Agriculture, Automobiles etc.

During the year under review, your Company''s State of Affairs can be stated in a nutshell as follows:

* Total Installed Capacity has reached an all-time high of 3,60,000 mtpa per annum.

* Galvanizing Facility introduced for Value - Added Products, at Hindupur Plant.

* Foray into Automobile and Electric grade appliance sector.

* Size range for Tubes and sections expanded to 7 inches at Hindupur Plant.

* Expansion of production capacities of Hindupur by 60,000 mtpa each.

* Preferential allotment of 8,00,000 Fully Convertible Warrants and 2,00,000 Equity Shares (Details given further in separate section)

* Migration of Company from SME Platform of NSE to Main Board of NSE. (Details given further in separate section)

* Crossed Rs 1000/- crores mark in Turnover.

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

4. TRANSFERTO RESERVES

During the period under review, the Company has proposed transfer Rs 100 Lakhs to General Reserves.

5. DIVIDEDND

Your Directors are pleased to recommend a final dividend of Rs 0.25/- per Equity Share for the year 2017-18. The proposed dividend, subject to approval of Shareholders in the ensuing Annual General Meeting of the Company, would result in appropriation of Rs 32149707-* (including Corporate Dividend Tax of Rs 589695/-). The dividend would be payable to all those Shareholders whose names appear in the Register of Members as on record date the Book Closure Date.

The Register of Members and Share Transfer books shall remain closed from July 7th 2018, to July 15th 2018, (both days inclusive).

The figure may change to the extent of conversion of fully Convertible warrants into Equity Shares on or before Book Closure Date for the purpose of Dividend.

6. ADOPTION OF INDIAN ACCOUNTING STANDARDS (IND AS)

The Company has adopted Indian Accounting Standards (Ind AS). Accordingly, the standalone financial statements of the Company and the consolidated financial statements of the Company with its subsidiary for the financial year ended March 31, 2018, have been prepared in accordance with Ind AS as prescribed under Section 133 of the Companies Act, 2013 (the "Act"), read with the relevant rules made thereunder and other accounting principles generally accepted in India.

7. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated financial statements of the Company including the subsidiary company duly audited by the statutory auditors are presented in the Annual Report. The consolidated financial statements have been prepared in strict compliance with applicable Accounting Standards and where applicable. Listing Agreement and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as prescribed by the Securities and Exchange Board of India. A report on performance and financial position of the subsidiary company included in the consolidated financial statement is presented in a separate section in this Annual Report. Please refer (AOC-1) annexed as ANNEXURE-I to the financial statements in the Annual Report. The annual accounts of the subsidiary companyand the related detailed information shall be made available to Shareholders of the Company and its subsidiary companies upon request and it shall also be made available on the website of the Company i.e. www.hitechpipes.in. The annual accounts of the subsidiary company shall also be kept for inspection by any shareholder in the corporate office of the Company.

8. AWARDS AND ACCOLADES

Your Directors a re happy to report that during the year, your company received the following awards and accolades from distinguished bodies for achievements in various fields:

a "SKOCH ORDER OF MERIT" award for qualifying amongst TOP 100 SME''s IN INDIA at SKOCH Awards 2018 "51 SKOCH SUMMIT STATE OF INCLUSION AWARDS"

a INDIA''S BEST COMPANY OF THE YEAR AWARD 2017

in the category of India''s Best Steel Pipes Manufacturing Company Awards conducted by International Brand Consulting Corporation, USA.

9. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTINGTHE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.

Issue of warrants and Equity Shares

Your Company has issued and allotted 8,00,000 Fully Convertible warrants to Promoter, Promoter Group and Non Promoter category and 2,00,000 Equity Shares to Promoter and Promoter Group on preferential basis at the face value of Rs 10/-each and at a premium of Rs 390/-each.

Migration to Main Board of NSE

On completion of 2 years of being listed on EMERGE Platform of National Stock Exchange (NSE), your Company has decided to migrate to the Main Board of NSE which will enhance benefit the Company in the form of Market Capitalization, enhanced liquidity, larger participation, visibility etc.

10. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the company during the Financial Year ended 31 st March, 2018.

11. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

Pursuant to Section 149,152 and other applicable provisions of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Consequently, Mr. Anish Bansal (DIN 00670250), Director will retire by rotation at the ensuing AGM, and being eligible, offer himself for re-appointment in accordance with provisions of the Companies Act, 2013.

During the year under review, Ms. Neelima Jain (DIN: 03637384), a Non-Executive Independent Director of the Company, ceased to be a Director of the Company w.e.f. 13th February, 2018. The Board appreciates her valuable contributions during hertenureasan Independent Director of the Company.

The Board, upon the recommendations of the Nomination and Remuneration Committee, at its meeting held on 30th January, 2018 has appointed Mr. P.K. Saxena (DIN-08058166) and Mr. Vivek Goyal (DIN 01183098) as Additional Independent Director of the Company and in its meeting held on 13th February, 2018 has appointed Mr. Ajay Sahay (DIN:08068961) as Additional (Independent) Director of the Company.

The Company has received consent in writing from them to act as Director in Form DIR-2 and intimation in Form DIR-8 to the effect that they are not disqualified u/s 164(2) to act as Director.

The Company has also received declaration from them that they meet the criteria of independence as prescribed u/s 149(6) of the Companies Act, 2013. In the opinion of the Board, they fulfill the conditions for appointment as Independent Director on the Board.

Mr. P.K. Saxena, Mr. Vivek Goyal and Mr. Ajay Sahay are eligible to be appointed as an Independent Director of the Company and their appointment requires the approval of members which was obtained through Postal Ballot on 17th March, 2018.

During the Year under review Mr. Anish Bansal, Director and CFO of the Company has resigned form the designation of CFO on January 22nd, 2018 to focous more on the expansion plans of the Business, therefor on the recommendation of Nomination and Remuneration Committee the Board has appointed Mr. Arvind Bansal as CFO of the Company w.e.f. January 30,2018.

Further, the Board in its meeting held on July 18, 2017 has appointed Mr. Arun Kumar as Company Secretary of the Company on the resignation of Ms. Jesmee Tikoo.

12. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2017-2018, the Board of Directors of the Company, met 11 (Eleven) times on 10th April, 2017, 20th April, 2017, 30th May, 2017, 16th June, 2017, 18th July, 2017, 10th August, 2017, 14th November, 2017, 30th January, 2018, 13th February, 2018, 1st March, 2018 and 26th March, 2018.

Further, the details of number of meetings of Board and various committees attended during the year by each Director/Member is disclosed in the Corporate Governance.

13. 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 31,2018, 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

NON-MANDATORY COMMITTEES

i. Executive Committee

ii. Securities Allotment Committee

iii. Risk Management Committee

For details of 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.

14. 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 1 st March, 2018, 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.

15. 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 IND AS 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 devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

16. DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY

All the Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

17. EXTRACT OF THE ANNUAL RETURN

The Extract of Annual Return in Form MGT-9 as required under Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 forms part of the Directors'' Report and is annexed herewith as "Annexure-M".

18. STATUTORY AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s. A.N. Garg & Co, Chartered Accountants (ICAI Firm Registration No. 004616N) New Delhi were appointed as Statutory Auditors at 33rd Annual General Meeting (AGM) of the Company held on 25th September, 2017 for a term of 5 consecutive years.

The Reports given by the Statutory Auditors on the financial statements of the Company, the consolidated financial statements of the Company and its subsidiary for the financial year ended March 31,2018, form part of this Annual Report. There has been no qualification, reservation or adverse remarks made by Statutory Auditors in their Reports. The Statutory Auditors have not reported any frauds to the Audit Committee under Section 143(12) of the Act.

SECRETARIAL AUDITORS AND THEIR REPORT

Pursuant to provisions of section 204 of the Companies Act 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board had appointed M/s NSP & Associates, Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2017 -18. The Secretarial Audit Report in MR-3 for the financial year ended March 31, 2018 is annexed herewith marked as Annexure III to this Report.The Secretarial Audit Report does not contain any qualification, reservation or adverse remark and are self explanatory.

COST AUDITORS AND THEIR REPORT

Pursuant to Section 148 of The Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its manufacturing activity is required to be audited. Your Director had, on the recommendation of the Audit Committee, appointed M/s S. Shekhar & Co. to audit the cost records of the Company for the financial year 2018-19 at a remuneration of Rs 50,000. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the Members for ratification. 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 Auditor of the Company to Audit the cost records for the FY 2017-18, M/s. S. Shekhar & Co. post Audit shall submit their report to Board in due course.

19. 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, 2018 are given in Notes to Accounts to the Financial statements forming part of this Annual report.

20. RELATED PARTY TRANSACTIONS

During the financial year 2017-18, 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 under the Listing Regulations. All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with the Policy on Related Party Transactions formulated in accordance with the provisions of Companies Act, 2013 read with the Rules issued thereunder and the Listing Regulations.

The details of the related party transactions as per Indian Accounting Standards (Ind AS) - 24 are set out in Note 36 to the Standalone Financial Statements of the Company.

The policy on Related Party Transactions is available on the website of the Company at http://www.hitechpipes. in/images/investorspdf/Policy_on_Dealing_with_Related_ Party_Transactions.pdf.

1. 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.

2. 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.

3. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provision of Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 the Company has re-constituted a Corporate Social Responsibility Committee owing to the appointment of Mr. Ajay Sahay, Independent Director and resignation of Ms. Neelima Jain (Non Executive Independent Director).

The Committee comprises of:

Name of the Director	Status	Nature of Directorship
Mr. Anish Bansal	Chairman	Whole Time Director
Ms. Tanvi Kumar	Member	Non-Executive Independent Director
Mr. Ajay Sahay	Member	Non-Executive Independent Director
Mr. Ajay Kumar Bansal	Member	Managing Director

Mr. Anish Bansal is the Chairman of the Committee.

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 IV of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of the Company.

We have Identified Rs 30.99 lakhs on certain projects qualifying under CSR expenditure but have been unable to spend the expenditure in the FY 2017-18.

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

http://www.hitechpipes.in/images/investorspdf/CSRPolicv. pdf

24. HUMAN RESOURCE/PARTICULARS OF EMPLOYEES

Your Company recognizes human assets as a primary source of its growth & competitiveness. While your Company continues to nurture and harness core management teams, it has successfully achieved the project execution, management & facility management.

Your Company''s HR practices, systems and people development initiatives are focused on deployment and scouting for the "Best Fit" talent for all key roles. Pay for performance, reward and recognition program, job enrichment and lateral movements provide opportunity for growth & development of the talent pool.

Your Company continues to emphasize on the development and up-gradation of knowledge and skills of employees by conducting training encompassing behavioral management along with ongoing e-learning initiatives which encourage self-development and knowledge sharing.

Details pursuant to section 197(12) of the Companies Act, 2013 read with Rule 5 Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report and are annexed herewith as Annexure V.

25. CORPORATE GOVERNANCE

The Directors adhere to the requirements set out by Securities and Exchange Board of India''s 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.

26. LISTING OF SHARES

During the period under review, the Equity shares of the Company are listed on the NSE EMERGE, the SME Platform of National Stock Exchange of India Limited (NSE). Since, the Company have completed its intial 2 years of Listing on NSE Emerge the Board in its meeting held on 1st March, 2018 has recommended for shareholders approval for migration of Equity shares of the Company to the Main Board of NSE. The Shareholders of the Company has also approved the proposal via Postal Ballot on 31 st March, 2018. Hence, with the approval of National Stock Exchange (NSE), the Shares of the Company are now migarted to the Main Board of NSE w.e.f. 7th May, 2018.

27. 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 objective of Risk Management at Hi Tech Pipes Limited is to create and protect stakeholders value by minimizing threats or losses, and identifying and maximizing opportunities. An enterprise-wide risk management framework is applied so that effective management of risks is an integral part of every employee''s job.

The Company has adopted Risk Management Policy which is aimed at creating and protecting stakeholders value by minimizing threats and losses and identifying and maximizing opportunities. Your Directors periodically review the risk associated with business or threatens the prospects of the Company.

28. FORMAL ANNUAL EVALUATION

Pursuant to applicable provisions of The Companies Act, 2013 and the Listing Regulations and based on the criteria formulated for performance evaluation by Nomiantion and Remuneration Committee, the Board has carried out the performance evaluation of all the Directors (including Independent Directors). 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 Company''s 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) Board''s 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.

29. 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 excepting to the extent as may be mentioned in Notes to Accounts attached to the Financial Statements forming part of this Annual Report.

30. 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 behavior, actual or suspected fraud or violation of the Company''s Policies. The policy is available on the website of the Company at http://www.hitechpipes. in/images/investorspdf/Vigil Mechanism Policv. PDF.

31. POLICY ON PROTECTION OF WOMEN FROM SEXUAL HARASSMENT

The Company has always endeavored 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 official duty.

32. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

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 Company''s 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. Goyal & Goyal, Chartered Accountants were re-appointed as the Internal Auditors by the Board of Directors of the Company for the FY 2018-19. The audit scope and plans of internal audit are approved by the Board every year.

3. 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-VI and forms part of this Report.

4. 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 Hi-Tech Pipes Limited
	Ajay Kumar Bansal
Place: New Delhi	(Chairman and Managing Director)
Date: 22.05.201 8	DIN:01070123

REGISTERED OFFICE:

505, Pearls OmaxeTower, Netaji Subhash Place, New Delhi-110034

ANNEXURE-I

Form AOC-1

Statement containing salient features of the financial statement of subsidiaries/associate

S.No	Particulars	Name
1.	Name of the subsidiary	HTL Metal Private Limited
2	Reporting period for the subsidiary concerned, if different from the holding company''s reporting period	N.A
3	Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries	INR
4	Share capital (Rs In Lakhs)	236.00
5	Reserves & surplus	886.04
6	Total assets	9834.21
7	Total Liabilities	8712.17
8	Investments	-
9	Turnover (Net of Excise Duty)	19417.82
10	Profit before taxation	863.01
11	Provision for taxation	218.20
12	Profit after taxation	644.81
13	Proposed Dividend	NIL
14	% of shareholding	100

Part "B": Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate

Companies and Joint Ventures

S.No	Name of Associates	Name
1	Latest audited Balance Sheet Date	-
2	Shares of Associate/Joint Ventures held by the company on the year end
	No	-
	Amount of Investment in Associates/Joint Venture	-
	Extend of Holding %
3	Description of how there is significant influence	-
4	Reason why the associate/joint venture is not consolidated	-
5	Networth attributable to Shareholding as per latest audited Balance Sheet	-
6	Profit / Loss for the year	-
(i)	Considered in Consolidation	-
(ii)	Not Considered in Consolidation	-

ANNEXURE-II

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS

CIN	L27202DL1985PLC019750
Registration Date	02/01/1985
Name of the Company	Hi-Tech Pipes Limited
Category of the Company	Company limited by Shares
Sub-Category of the Company	Non-Govt. Company
Address of the Registered office and contact details	505, Pearls Omaxe Tower, Netaji Subhash Place, Pitampura, New Delhi- 11 0034 Tel.No. - 91-1 1-48440050 \| Fax: 91-1 1-48440055 Website: www.hitechpipes.in
Whether Listed Company: Yes/No	Yes
Name, Address and Contact details of the Registrar and Transfer Agent, if any	Bigshare Services Private Limited Mumbai Office: E- 2/3, Ansa Industrial Estate, Saki-Vihar Road Sakinaka Andheri (East), Mumbai- 400072 Tel. No.: 011 2352 2373 \| Fax: 91-22-2847 5207 For Investor queries/grievance E-mail: [email protected] Bigshare Services Pvt. Ltd. Delhi Office: 4E/8, First Floor, Jhandewalan Extension, New Delhi-1 10055 Tel: 01 1-23522373 \| Fax: 01 1 -23522373 E-mail: [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

S.No.	Name and description of main products/ services	NIC Code of the Product/ service	% of total turnover of the Company
1.	Steel Tubes & Pipes	24311	73%
2.	Flat Steel	24105	21%
3.	Engineering Produts	24319	6%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

S.No Name & Address of the CIN/GLN Holding/ % of Shares Applicable
Company Subsidiary/ held Section
Associate
1.	HTL Metal Private Limited	U27320DL2011PTC214435	Subsidiary	100	2(87)
	501, Pearls Omaxe Tower, Netaji
	Subhash Place, Pitampura, New
	Delhi 11 0034

IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) CATEGORY-WISE SHAREHOLDING

Category of Shareholder	No. of Shares held at the beginning of the year(01 .04.2017)				No. of Shares held at the end of the year (31.03.2018)				% Change
	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares	during the year
A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals/ HUF	5165100	-	5165100	50.14	5365100	-	5365100	51.09	0.95
Central Government/ State Government(s)	-	-	-	-	-	-	-	-	-

Category of Shareholder	No. of Shares held at the beginning oftheyear(01.04.2017)				No. of Shares held at the end of the year (31.03.2018)				% Change
	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares	during the year
Bod ies Corporate	1068000		1068000	10.37	1068000		1068000	10.17	(0.2)
Financial Institutions/ Banks	-	-	-	-	-	-	-	-	-
Any Others(Specify)	-	-	-	-	-	-	-	-	-
SubTotal(A)d)	6233100	-	6233100	60.51	6433100	-	6433100	61.26	0.75
(2) Foreign
Individuals (Non-Residents Individuals/ Foreign Individuals)
Bodies Corporate
Institutions
Any Others(Specify)	-	-	-	-	-	-	-	-	-
Sub Total(A)(2)

Total Shareholding of Promoter and Promoter Group (A)=(A)(1) (A)(2)	6233100		6233100	60.51	6433100		6433100	61.26	0.75
(B) Public shareholding
(1) Institutions
Mutual Funds/ UTI
Financial Institutions /Banks	-	-	-	-	28000	-	28000	0.27	0.27
Central Government/ State Government(s)	-	-	-	-	-	-	-	-	-
Venture Capital Funds
Insurance Companies	-	-	-	-	-	-	-	-	-
Foreign Institutional Investors	-	-	-	-	101500	-	101500	0.97	0.97
Foreign Venture Capital Investors
Any Other (Domestic Co. & Market Maker)	-	-	-	-	-	-	-	-
Sub-Total (B)(1)	-	-	-	-	129500	-	129500	1.23	1.23
(2) Non-institutions
Bodies Corporate	974916	-	974916	9.46	611500		611500	5.82	(3.64)
Individuals	-	-	-	-
Individuals-
Individual shareholders holding nominal share capital upto Rs1 lakh	922084		922084	8.95	1368000		1368000	13.02	4.07
ii. Individual shareholders holding nominal share capital in excess of Rs 1 lakh.	1810992		1810992	17.58	1826500		1826500	17.39	(0.19)
Any Other (specify)		-	-	-	4000		4000	0.04	0.04
Clearing Member	154508	-	154508	1.50	46000		46000	0.44	(1.06)
Non Resident Indians (NRI)	1500	-	1500	0.01	5000	-	5000	0.05	0.04

Non Resident Indians (NON REPAT)	48000	-	48000	0.47	61500	-	61500	0.59	0.12
Non Resident Indians (REPAT)	0		0	-	16000		16000	0.15	0.15
NBFC Domestic	156000	-	1 56000	1.51	-	-	-	-	(1.51)
Sub-Total (B)(2)	4068000	-	4068000	39.49	3938500	-	3938500	37.51	(1.98)
Total Public Shareholding (B)=(B)(1) (B)(2)	4068000		4068000	39.49	4068000		4068000	38.74	(0.75)
TOTAL (A) (B)	10301100		10301100	100	10501100		10501100	100	-
Shares held by Custodians and against which Depository Receipts have been issued
Sub-Total (C )
GRAND TOTAL (A) (B) (C)	10301100	-	10301100	100	10501100	-	10501100	100	-

ii) Shareholding of Promoters

Shareholding at the beginning of the year Shareholding at the end of the year % of No. Name as on 31.03.2017

No. of % of total % of shares shares shares pledged/ of the encumbered Company of total shares As on 31.03.2018 Change No. of I % of total I % of shares in share shares shares pledged/ holding of the encumbered during Company of the year total shares

1.	AJAY KUMAR BANSAL	1491900	14.48%	0.29%	1491900	14.20%	0.28%	(0.28)
2.	ANISH BANSAL	637600	6.19%	NIL	737600	7.02%	NIL	0.83
	Total	2129500	20.67%	0.29%	2229500	21.22%	0.28%	0.55

iii) Change in Promoter''s Shareholding

SI. Shareholder''s Name No.

Shareholding at the beginning

of the year As on 01.04.2017 No. of shares % of total

shares of the Company

Shareholding at the end % of Change in

of the year shareholding

As on 31.03.2018 during the year

No. of shares % of total

shares of the Company

1	AJAY KUMAR BANSAL	1491900	14.48%	1491900	14.20%	(0.28)
2.	ANISH BANSAL	637600	6.19%	737600	7.02%	0.83
	Total	2129500	20.67%	2229500	21.22%	0.55

iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs)

SI. For each of the Top ten Shareholders No.

Shareholding at the For each beginning Sha of the year as on 01.04.2017 ____________ No. of %of No. of shares shares total Shares of the For each of the Top ten Shareholders Shareholding at the end of the year as on 31.03.2018 No. of % of total Shares Shares of the company

1 1	^ ^^^^^^ AVR TRENDS INTERNATIONAL PVT LTD	240000	2.32%	MAHESHDINKARVAZE	348000	3.31%
2	EVEREST GROW MORE FINANCE PRIVATE LIMITED	200000	1 .94%	SI INVESTMENTS AND BROKING PRIVATE LIMITED	130000	1 .24%
3	AMRUTLALCHHAGAN LAL	188000	1 .82%	VAISHALIYATINSHAH	1 20000	1.14%
4	NARANBHAI CHHAGANBHAI PATEL	180000	1 .74%	HARDIKMANOJSHAH	103500	0.99%
5	SUBHADRABEN BHAGUBHAI PATEL	180000	1 .74%	TRANSATLANTIC ARBITRAGE FUND LTD	100500	0.96%
6	AKG INVESTMENT SCENARIO (P) LTD.	156000	1 .42%	RUCHIPRAMOD GUPTA	99000	0.94%
7	CHANDRANIJINDAL	141000	1 .36%	SHEELAVIMALJAIN	90500	0.86%
8	DECENT FINANCIAL SERVICES PVT LTD	133500	1 .29%	AVR TRENDS INTERNATIONAL PVT LTD	90000	0.86%
9	SUMPOORNA PORTFOLIO LIMITED	94500	0.91%	VIMALSAGARMALJAIN	83500	0.80%
10	SHRI PARASRAM HOLDINGS PVT.LTD.	94500	0.91%	PRAMOD CHIMMANLAL GUPTA	78000	0.74%

v). Shareholding of Directors and Key Managerial Personnel (KMPs)

SI. Particulars No.

Shareholding at the Shareholding at the

beginning of the year as on 01.04.2017 No. of % of total Shares Shares of the company

end of the year As on 31.03.2018

No. of % of total

Shares Shares

of the

company

1	Ajay Kumar Ban sal	1491900	14.48%	1491900	14.20%
3	Anish Bansal	637600	6.19%	737600	7.02%
B	Key Managerial Personnel
1	-	-	-	-	-

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

in Lakhs)

Particulars	Secured Loans excluding	Deposits Unsecured	Loans Deposits	Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount	14489.93	1612.836	-	16102.77
ii) Interest due but not paid	-	-	-	-
iii) Interest accrued but not due	34.46	-	-	34.46
Total (i ii iii)	14524.38	1612.836	-	16137.22
Change in Indebtedness during the financial year
Addition	5271.80	-	-	5271.80
Reduction	1026.79	807.98	-	1834.77
Net Change	4245.01	(807.98)	-	3437.03
Indebtedness at the end of the financial year
i) Principal Amount as on 31 .03.201 8	1 8682.99	804.86	-	19487.85
ii) Interest due but not paid	-	-	-	-
iii) Interest accrued but not due as on 31 .03.201 8	86.41	-	-	86.41
Total (i ii iii)	1 8769.40	804.86	-	19574.26

VI. DETAILS OF REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

in Lakhs)

S.	Particulars of Remuneration	Mr.Ajay Bansal	Mr. Anish Bansal No. (MD) (WTD)
1	Gross Salary	60.00	36.00
	(a) Salary as per provisions contained in section 17(1) of the
	Income-tax Act, 1961.	-	-
	(b) Value of perquisites u/sl 7(2) Income-tax Act.1 961	-	-
	Profits in lieu of salary under section 1 7(3) Income- tax Act, 1 961	-	-
2	Stock Option	-	-
3	Sweat Equity	-	-
4	Commission	-	-
	- as % of profit	-	-
	others, specify	-	-
5	Others, please specify	-	-
	Total (A)	60.00	36.00
	Ceiling as per the Act	The Managerial Remuneration is within the limit, as prescribed under the Companies Act,201 3

B. Remuneration to other directors

(Rs in Lakhs)

S. No.	Particulars of Remuneration Name of Directors Total Ms.Tanvi Ms. Mr.P.K. Mr.Vivek Mr.Ajay Amount Kumar Neelima Saxena# Goyal## Sahay### Jain i
a.	Independent Directors	-	-	20000	40000	40000	100000
	Fee for attending Board Committee Meetings	-	-	-	-	-	-
	Remuneration by way of Commission Others, please specify (1)	-	-	-	-	-	-
b.	Other Non- Executive Directors
	Fee for attending Board Committee	-	-	-	-	-	-
	Meetings Commission Others, please specify (2)	-	-	-	-	-	-
	Total B = (1 2)	-	-	-	-	-	-
	Total Managerial Remuneration (a b)	-	-	20000	40000	40000	100000

*Ms. Neelima Jain resigned w.e.f. 13th February, 2018.

#Mr. P.K. Saxena was appointed as Independent Director w.e.f. 30th January, 2018. ## Mr. Vivek Goyal was appointed as Independent Director w.e.f. 30th January, 2018. ### Mr. Ajay Sahay was appointed as Independent Director w.e.f. 13th February, 2018.

C. Remuneration to Key Managerial Personnel other than MD/ Manager/WTD

in Lakhs)

S. Particulars of Remuneration Key Managerial Personnel No. Company \| Chief Financial \| Total Secretary* Officer**
1	Gross Salary
	(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961.	4.38	3.0	7.38
	(b) Value of perquisites u/sl 7(2) Income-tax Act,1 961	-	-
	(c) Profits in lieu of salary under section 1 7(3) Income- tax Act, 1961	-	-
	Stock Option	-	-
	Sweat Equity	-	-
	Commission	-	-
	- as % of profit	-	-
	others, specify	-	-
	Others, please specify	-	-
	Total (A)	4.38	3.0	7.38

*Ms. JesmiTikoo resigned as Company Secretary w.e.f. 30th June, 2017 and Mr. Arun Kumar appointed as Company Secretary w.e.f. 18th July, 2017

**Mr. Anish Bansal resigned as CFO w.e.f. 22nd January, 2018 and Mr. Arvind Kumar Bansal was appointed as CFO w.e.f. 30th January, 2018

V. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES

(Rs in Lakhs)

Type Section of the Brief Details of Penanty/ Authority (RD)/ Appeal Made, Companies Act description Punishment/ NCLT/COURT) if any (Give Compounding fees details) imposed
A. Company
Penalty
Punishment
Compounding
B. Directors	NIL
Penalty		NIL
Punishment		NIL
Compounding		NIL
C. Other officers in default		^
Penalty
Punishment
Compounding			\\

ANNEXURE-III SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2018

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration

Personnel) Rules, 2014]

SECRETARIAL AUDIT REPORT

For the Financial Year ended 31 st March, 2018

To,

The Members,

Hi-Tech Pipes Ltd.

(L27202DL1985PLC019750) 505, Pearl OmaxeTower, Netaji Subhash Place, Pitampura New Delhi -110034

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Hi-Tech Pipes Ltd. (hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company, 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. We hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2018, the Company has complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent based on the management representation letter/ confirmation, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31 st March, 2018, according to the provisions of:

(1) The Companies Act, 2013 (''the Act'') and the rules made thereunder;

(2) The Securities Contracts (Regulation) Act, 1956 (''SCRA'') and the rules made thereunder;

(3) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(4) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(5) 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 (Listing Obligations and Disclosure Requirements) Regulations, 2015, [herein after referred to as SEBI (LODR), 2015].

b) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

c) The Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations, 2015;

d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

(6) We further report that with respect to the compliance of the below mentioned laws, we have relied on the compliance system prevailing in the Company and on the basis of representation received from the management:

i. Applicable Labour Laws

ii. Applicable direct and indirect tax laws

iii. Prevention of Money Laundering Act 2002;

iv. The Building and Other Construction Workers (Regulation of Employment and Conditions of Service) Act, 1996 and

v. Forest (Conservation) Act, 1980

vi. Regulations & Guidelines issued by Ministry of Environment, Forest and Climate Change, Government of India

vii. Regulations & Guidelines issued by Ministry of Water Resources, Government of India

viii. The Water (Prevention and Control of Pollution) Act, 1974 and rules made thereunder

ix. The Air (Prevention and Control of Pollution) Act 1981 and rules made thereunder

x. Environment (Protection) Act, 1986 and rules made thereunder

xi. Guidelines issue by National Green Tribunal.

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

(i) Secretarial Standards issued by the Institute of Company Secretaries of India and

"ANNEXURE-A"

(ii) The Listing Agreements entered into by the Company with the Stock Exchange(s).

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We 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.

Majority decision is carried through while the dissenting members'' views are captured and recorded as part of the minutes.

We 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.

We further report that during the audit period the company has:

1. Made Preferential Allotment of 2,00,000 Equity Shares on 26th March, 2018;

2. Made issue of 8,50,000 Fully Convertible Warrants on Prefrential basis

	For NSP& Associates Company Secretaries
	N.S. Pandey
	(Proprietor)
Place: New Delhi	PCS No.: 9028
Date: 22nd May, 2018	CP No.: 10937

This report is to be read with our letter of even date which is annexed as"Annexu re A"and forms an integral part of this re port.

To,

The Members,

Hi-Tech Pipes Ltd.

Our Secretarial Audit Report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of the Company. Our Responsibility is to express an opinion on these secretarial records based on ouraudit.

2. We have followed the audit practices and 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. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company and we have reported on the basis of unsigned and unaudited Financial Statement for the Financial Year ended 31st March, 2018.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulation and happening of events etc.

5. The Compliance of the provisions of corporate and other applicable laws, rules, regulations, standards are the responsibility of management. Our examination was limited to the verification of procedures on test basis.

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

	For NSP& Associates
	Company Secretaries
	N.S. Pandey
	(Proprietor)
Place: New Delhi	PCS No.: 9028
Date: 22nd May, 2018	CP No.: 10937

ANNEXURE-IV

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

[PURSUANTTO SECTION 135 OF THE COMPANIES ACT, 2013] FOR THE FINANCIAL YEAR 2017-18

1. A brief outline of the Company''s CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programmes

Terms of reference of the CSR Committee:

* To formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the company as specified in Schedule VII of the Companies Act 2013;

* To recommend the amount of expenditure to be incurred on the activities referred to in clause (a) in a financial year;

* To monitor the Corporate Social Responsibility Policy of the company from time to time.

* Any other matter/thing as may be considered expedient by the members in furtherance of and to comply with the CSR Policy of the Company.

The Corporate Social Responsibility Policy of the Company is available on the website of the Company. The Web link for the same is: http://www.hitechpipes.in/images/investorspdf/CSRPolicv.pdf

2. Average Net Profit of the Company for the last Three Financial Year:??.28 Cr.

3. Prescribed CSR Expenditure (Two percent of the Average Net Profit as in item 2):?14.57 lakhs

4. Details of the amount spent for the financial year: Rs 5.40 Lakhs

5. Details of the amount unspent for the financial year: Rs 30.99 Lakhs

6. Composition of CSR Committee

Name of the Director

Mr.Anish Bansal

Chairman

Nature of Directorship

Whole Time Director

Ms. Tanvi Kumar	Member	Non-Executive Independent Director
Mr. Ajay Sahay	Member	Non-Executive Independent Director
Mr. Ajay Kumar Bansal	Member	Managing Director

Manner in which the amount spent during the financial year is detailed below:

_ . CSR project No or activity i identified

Sector in which the Project is covered

Projects or programs (1) Local area or other (2) Specify the State and district where projects or programs was undertaken

Amount outlay (budget) project or programs wise (in ?)

Amount spent on the projects or programs Sub - heads:

(1) Direct expenditure on projects or programs

(2) Overheads (in?)

Cumulative expenditure upto the reporting period

Amount spent: Direct or through implementing agency

1	Construction Promotion Punjabi Bagh,			540000 540000	840000	Direct
	of Maharaja	of Education	New Delhi
	Agrasen	(The project
	Medical	is covered
	University	under schedule
		Vll(ii)ofthe
		Companies Act,
		2013

7. In case the Company failed to spent Two Percent of the average Net Profit of Last three financial Years or any part thereof, the company shall provide the reason for not spending the Amount in its Board Report: Please refer Point 23 of Directors''Report

8. Responsibility Statement

The implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the Company.

Sd/-	Sd/-	Sd/-
Anish Bansal	Ajay Kumar Bansal	Ajay Sahay
Chairman of CSR Committee	Member of CSR Committee	Independent Director

ANNEXURE-V

Disclosures pertaining to remuneration and other details are required under Section 197(12) of the act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

A. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Non -Executive Independent Directors	Ratio to Median Remuneration
Ms.Tanvi Kumar	N.A.
Ms. Neelima Jain	N.A.
Mr. P.K. Saxena	N.A.
Mr.VivekGoyal	N.A.
Mr. Ajay Sahay	N.A.

Executive Director	Ratio to Median Remuneration
Mr. Ajay Kumar Bansal	25.26:1
Mr. Anish Bansal	15.1:1

B. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial year:

Directors, Chief Financial Officer and Company Secretary

_Mr. Ajay Kumar Bansal__________________________

Mr. Anish Bansal WholeTime Director & Chief Financial Officer*

%increase in remuneration in the financial year

66%

20%

Ms.Tanvi Kumar

N.A.

Mr. P.K. Saxena

N.A.

Mr.VivekGoyal __

Mr. Ajay Sahay __

Ms. Neelima Jain**

N.A.

Mr. Arvind Kumar Bansal as Chief Financial Officer***

N.A.

Mr. Arun Kumar Company Secretary#

N.A.

Ms. Jesmi Tikoo Company Secretary##

N.A.

*Mr. Anish Bansal resigned from the position of CFO w.e.f. 22nd January, 2018.

**Ms. Neelima Jain resigned w.e.f. 13th February, 2018.

***Mr. Arvind Bansal was appointed as CFO w.e.f. 30th January, 2018

#Mr. Arun Kumar was appointed as Company Secretary w.e.f. 18th July, 2017

##Ms.JesmeTikoo resigned w.e.f. 30th June, 2017

C. The percentage increase in median remuneration of employees in the financial year: 11.5%

D. The number of permanent employees on the rolls of the Company: 416

E. Average percentile increase already made in the salaries of employees other than the managerial personnel in the lastfinancial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: NA

The average annual increase was: 11.5%

Increase in the managerial remuneration for the year was: As stated in Point No. B (above)

F. affirmation that the remuneration is as per the remuneration policy of the company-Yes

G. the names of the top ten employees in terms of remuneration drawn and the name of every employee, who-

(i) if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than [one crore and two lakh rupees] - NIL

(ii) if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than [eight lakh and fifty thousand rupees per month];- NIL

(iii) if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.- NIL

(IV) The Statement containing the particulars of Employees in accordance with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016: The statement is being available on the Website of Compnay viz. www.hitechpipes.in/images/investorspdf/TopTenEmployees2018.pdf under Annual Report Tab.

ANNEXURE-VI

Disclosure pursuant to Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 (Chapter IX) for Conversation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The particulars as prescribed under Rule 8(3) of the Companies (Accounts) Rules, 2014 are as follows: The Company remains conscious of the environmental impact of its business and has improved its energy efficiency through various initiatives that helped the Company in reducing energy cost.

A. Conservation of Energy:

i) The steps taken or impact on conservation of energy

Using 100% CNG by GAIL (Environment friendly). Shifted from DC Drives to AC Drives which saves 20% energy, ii) The steps taken by the Company for utilizing alternate sources of energy

The Company has installed Rooftop Solar Project at Sanand Facility, Gujarat. This Solar project will be generating 400,000 kWh/ Year of energy. It has a capacity of 250 kWp and can save significant money and energy while also protecting the environment. The estimated amount of reduction in the Carbon Footprint will be by 375 MTPA by reducing the emission of Carbon dioxide into the atmosphere. We also envisage significant Energy Cost savings under the net metering policy of Gujarat Electricity Regulatory Commission.

iii) The capital investment on energy conservation equipments - NIL

B. Technology Absorption:

i) Efforts made towards Technology Absorption:

The technology used by the Company is updated as a continuous exercise. The Company recognizes that focused initiative on the development of new products would form the backbone of the Company''s future business performance and profitability. Keeping this in view, the Company has increased its efforts in terms of development of new products.

ii) Benefits derived as a result of the above efforts: Resultant reduction in cost of production & also provide flexbility in manufacturing.

iii) Particulars relating to imported technology: NIL

iv) The expenditure incurred on Research and Development:

Research and Development is a continuous phenomenon in the Company and due to which the Company is able to launch successfully various new products to trap the market throughout the year.

C. Foreign Exchange Earning and Out Go:

The Detail with regard to foreign exchange earnings and out go are as under:

S. No.	Particulars	Current Year	Previous Year
1-	Earnings in Foreign Currency	Nil	Nil
2.	Expenditure in Foreign Currency	50.28	19.31

Form No. AOC.2

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third

proviso thereto

(Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

1. Details of contracts or arrangements or transactions not at arm''s length basis

(a) Name(s) of the related party and nature of relationship: NIL

(b) Nature of contracts/arrangements/transactions: NIL

(d) Salient terms of the contracts or arrangements or transactions including the value, if any: NIL

(e) Justification for entering into such contracts or arrangements or transactions: NIL

(f) Date(s) of approval by the Board: NIL

(g) Amount paid as advances, if any: NIL

(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188: NIL

2. Details of material contracts or arrangement or transactions at arm''s length basis

(a) Name(s) of the related party and nature of relationship: NIL

(b) Nature of contracts/arrangements/transactions: NIL

(d) Salient terms of the contracts or arrangements or transactions including the value, if any: NIL

(e) Date(s) of approval by the Board, if any: NIL

(f) Amount paid as advances, if any: NIL

	For Hi-Tech Pipes Limited
	Ajay Kumar Bansal
Place: New Delhi	(Chairman and Managing Director)
Date: 22.05.201 8	DIN:01070123

REGISTERED OFFICE:

505, Pearls Omaxe Tower, Netaji Subhash Place, New Delhi-110034

Mar 31, 2016

To the Members, Your Directors have pleasure in presenting their Thirty Second Annual Report of the Company together with the Audited Financial Statements for the year ended March, 31^st, 2016.

Financial Results

The Companyâs financial performance for the year under review along with previous yearâs figures are given hereunder :

Particulars for the year ended March, 31^st, 2016.

(Rs in Lacs)

Particulars	Current Year	Previous Year
Net Sales/Income from Business Operation	50394.76	45842.95
Other Income	97.17	101.74
Total income	50491.93	45944.69
Profit before Tax	1007.28	755.49
Less Tax Expense	357.65	257.83
Net Profit after Tax	649.63	497.67
Earning per share (Basic)	8.29	6.57
Earning per share (Diluted)	8.29	6.57

Dividend

Your Directors are pleased to recommend a dividend of 50 paisa per equity share for the year ended March 31, 2016 aggregating to Rs. 51.51/- (lacs) and Corporate Dividend Tax of Rs.10.78/- (lacs). The proposed dividend is subject to the approval of shareholders in the ensuing Annual General Meeting of the company. The dividend would be payable to all the shareholders whose names appear in the register of members as on the Record Date/Book Closure Date.

Review of Business Operations

A significant improvement has been achieved by the company during the current financial year. The company has achieved many new land marks, in utilization of capacity, sales volume even in adversely affected by falling the steel prices globally.

The company has achieved many new landmarks in this fiscal, in terms of capacity utilization, sales volume and branding. The strategy and steps taken by the Company in designing new products in steel tubes and pipes segment by innovative means has succeeded in a big way with the production.

During the year, the Company has manufactured 56156.808 M.T. C.R.Coils/ Galv. Coils W. Beams etc. as compared to 53326 M.T. in the previous year.

During the year, the Company has manufactured 72395.002 M.T. of steel pipes etc. as compared to 45606.66 M.T. in the previous year.

The Turnover including other income of the company has increased from Rs.45944.68 Lacs to Rs.50491.93 Lacs.

Transfer to Reserves

The company proposes to transfer Rs.100.00/- (in lacs) to General Reserves from profit and loss account for the year ended March, 31^st, 2016.

Material Changes And Commitment If Any 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 the Report.

There are no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year of the company to which the financial statement relate and the date of the report.

Subsidiary Company & Joint Ventures

The Company does not have any Subsidiary Company and Joint Venture during the reporting financial year ended March 31, 2016.

Public 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 / unpaid deposits lying with the company for the year under review.

Directors and Key Managerial Personnel

(i) The Board in its Meeting held on September 24, 2015, appointed Mr. Baij Nath Gupta, as an Additional Director (Non Executive Independent Director) on the Board, and has resigned from the Directorship with effect from June 30, 2016.

(ii)The Board in its Meeting held on January 09, 2016, appointed Ms. Neelima Jain, as an Additional Director (Non Executive Independent Director) on the Board, she holds office up to the date of this AGM. The requirement under Section 149 of the Companies Act, 2013 read with Rule 3 of Companies (Appointment of Directors) Rules, 2014 also stands complied with this appointment.

The Company has received consent in writing to act as Director in Form DIR-2 and intimation in Form DIR-8 to the effect that she is not disqualified under Section 164 (2) to act as Director. The company has also received declaration from her that she meets the criteria of independence as prescribed under Section 149 (6) of the Companies Act, 2013.

In the opinion of the Board, she fulfills the condition for appointment as Independent Director on the Board. She is eligible to be appointed as Director of the Company and his appointment requires the approval of the members at the ensuing Annual General Meeting.

(iii) Ms. Anju Jain has resigned from directorship of the company w.e.f. January 09, 2016. Your Directors place on record their deep appreciation of valuable services rendered by Ms. Anju Jain during her tenure as Director of the Company.

(iv) In Compliance with Section 203 of Companies Act, 2013 Mr. Rachit Tandon was appointed as Company Secretary of the Company with effect from September 24, 2015.

(v) In Compliance with Section 203 of Companies Act, 2013 Mr. Sanjeev Singhal was appointed as Chief Financial Officer of the Company with effect from September 24, 2015 and resigned from the position with effect from December 10, 2015 in place of whom Mr. Anish Bansal was appointed as Chief Financial Officer of the Company with effect from December 10, 2015.

Declaration by Independent Director

All the Independent Directors have submitted their disclosures to the board that they fulfill all the requirements as stipulated in section 149(6) of the Companies Act, 2013. So as to qualify themselves to be appointed as independent directors under the provisions of Companies Act, 2013 and relevant rules.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The particulars as prescribed under Sub-section (3) (m) of Section 134 of the Companies Act, 2013, read with the Companies ^Q (Accounts) Rules, 2014, are enclosed as Annexure 1 to this report.

Corporate Social Responsibility (CSR)

Pursuant to the provision of section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility policy) Rules, 2014 the Company has constituted a Corporate Social Responsibility Committee with the optimum combination of Executive and Non Executive Directors of the Company and has also framed its Corporate Social Responsibility Policy to provide benefit to the weaker section of the society.

The CSR Policy has been uploaded on the Companyâs website and may be accessed at the link given hereunder: http://www.hitechpipes.in/images/investorspdf/CSRPolicy.pdf

The Company has made a provision of ''17.30 Lacs calculated as per the provisions of section 135 of the Companies Act 2013, in its Financial Statement as on March 31, 2016 which shall be spend on the activities stated under the policy.

Particulars of Loans, Guarantees or Investments Made Under Section 186 Of The Companies Act, 2013.

There were no loans given/granted, investments made, guarantees given and securities provided as per section 186 of the Companies Act, 2013.

Annual Return

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration ) Rules, 2014 is furnished in Annexure 2 to this Report.

Statutory Auditor

M/s N.C. Aggarwal & Co, Statutory Auditors of the Company, who hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment (subject to the ratification by the shareholders of the company in the ensuing annual general meeting) till the conclusion of the next annual general meeting. They have confirmed their eligibility to the effect that their reappointment would be within prescribed limits under the Companies Act, 2013.

Secretarial Auditors

Pursuant to provisions of section 204 of the Companies Act 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board had appointed M/s Kiran Sharma & Co. Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2015 -16. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith marked as Annexure 3 to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark and are self explanatory.

Cost Auditors

Pursuant to provisions of Section 148 of the Companies Act, 2013 and rules made there under, the Board of Directors has appointed M/s S. Shekhar & Co. (Firm Registration No.000452) as the Cost Auditor of the Company for the financial year 2015-16. The Cost Auditor has confirmed that the appointment is within the limits of the Section 139 of the Companies act, 2013 and has certified that that their firm is free from any dis qualification specified under the Companies Act.

Particulars of Contracts or Arrangements made with Related Parties

The members may note that all the transactions entered with the related parties were on arm length basis and is entered in the ordinary course of business .Transaction with related parties as per requirements of Accounting Standard 18 is disclosed in the notes to accounts annexed to financial statements.

Number of Board Meetings Conducted During the Year Under Review

Fourteen Board Meetings were held during the financial year under review. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

Risk Management

The Company has set up a risk management framework to identify, monitor, minimize, mitigate and report and also to identify business opportunity. The executive management overseas the risk management framework and the audit committee evaluates internal financial controls and risk management systems. In the opinion of Board, there are no risk which may threaten the existence of the Company. The Risk Management Policy has been uploaded on the Companyâs website and same may be accessed at the link given hereunder: http://www.hitechpipes.in/pages/page/code-of-conduct-and-policy

Audit Committee

Pursuant to the provisions of Section 177 of the Companies Act, 2013, our audit committee comprised of the following Directors as its members whose primary objective is to monitor and provide an effective supervision of the Managementâs financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. The Committee oversees the work carried out in the financial reporting process by the Management, the internal auditor, the statutory auditor and the cost auditor and notes the processes and safeguards employed by each of them.

1. Baij Nath Gupta (Chairman) Non Executive Independent Director

2. Neelima Jain Non Executive Independent Director

3. Anish Bansal Promoter Director

The composition of same has been changed as and when required. The Audit Committee acts as link between the statutory and internal auditors and the Board of Directors. It assist the Board of Directors in fulfilling its oversight responsibilities of monitoring financial reporting processes, review the Companyâs established system & processes for internal financial controls, governance and reviewing the Companyâs statutory and internal audit activities. Further, there were no instances where the Board has not accepted the recommendation of the Audit Committee.

Nomination and Remuneration Committee

Pursuant to the provisions of Section 178 of the Companies Act, 2013, our Nomination and Remuneration Committee comprised of the following Directors as its members. A Nomination and Remuneration Policy has been formulated pursuant to the provisions of section 178 and other applicable provisions of the Companies Act, 2013 and rules made there under stating therein the company policy on Nomination and Remuneration of Directorâs, Key Managerial Personnel, and other Senior Management. The composition of same has been changed as and when required. The Nomination and Remuneration Policy has been uploaded on the Companyâs website and same may be accessed at the link given hereunder: http://www.hitechpipes.in/pages/page/code-of-conduct-and-policv

1. Tanvi Kumar (Chairman) Non Executive Independent Director

2. Neelima Jain Non Executive Independent Director

3. Baij Nath Gupta Non Executive Independent Director

Stakeholders Relationship Committee

Pursuant to the provisions of Section 178 of the Companies Act, 2013, the Board of Directors had constituted our Nomination and Remuneration Committee comprised of the following Directors as its members with the primary duty to look into redressal of investors complaints like transfer of shares, non-receipt of annual report and other investor related matters.

1. Neelima Jain (Chairman) Non Executive Independent Director

2. Tanvi Kumar Non Executive Independent Director

3. Baij Nath Gupta Non Executive Independent Director

The composition of same has been changed as and when required. Your company would like to state that no complaint was received during the period under review, hence no complaint was pending at the end of the financial year.

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 g 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 q 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 devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Policy on Directorsâ Appointment and Remuneration and other Details

The current policy is to have an optimum combination of executive and non executive directors to maintain the independence of the Board, and separate its functions of governance and management. The Board consist of 5 members out of which two are executive and remaining are non executive independent directors. We ensure that the remuneration paid to the directors of the company are within the prescribed limit as specified under Companies Act, 2013.

Significant and Material Orders passed by Regulators or Court or Tribunals impacting the going concern status of the company.

There has been no significant and material order passed by the regulators or courts or tribunals impacting the going concern status of the company.

Particulars of Employees Related Disclosures

Particulars of employees and the ration of remuneration of each director to the median employees remuneration and other details as required under section 197 (12) of the Companies Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel Rules, 2014 are given in Annexure IV to this Report

Board Annual Evaluation

Pursuant to the provision of section 134 of the Companies Act 2013 the Board has evaluated the annual performance of themselves and the Directors individually. The performance evaluation of Independent Directors was done by entire Board, excluding Directors being evaluated.

Management Discussion And Analysis Report

Management Discussion and Analysis Report for the period under review, as stipulated under Regulation 34 of SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015 is presented in a separate section forming part of this Annual Report in Annexure V

Details In Respect of Adequacy of Internal Financial Controls With Reference To The Financial Statements

The Company has a robust and comprehensive Internal Financial Control System commensurate with the size, scale and complexity of its operations. The objective of these procedures is to ensure efficient use and protection of the Companyâs resources, accuracy in financial reporting and procedures. The system encompasses the major processes to ensure reliability of financial reporting, compliance with the policies, procedures, laws and regulations safeguarding assets and economical and efficient use of resources. The policies and procedures adopted by the company ensure the orderly and efficient conduct of its business and adherence to the companyâs policies, prevention and detection of frauds and errors, accuracy and completeness of the records and timely preparation of reliable financial information.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

Vigil Mechanism

Pursuant to the provision of section 177(9) of the Companies Act, 2013 the company has formulated a Vigil Mechanism/Whistle Blower Policy to deal with the unethical behavior or violation of the Companyâs code of conduct and policy. The Policy on Vigil Mechanism/Whistle Blower Policy has been adopted and the same was uploaded on the website of the company and may be viewed at http://www.hitechpipes.in/pages/page/code-of-conduct-and-policy

Capital Structure

The Paid up Share Capital of the Company increased from Rs. 7, 57,11,000/- to 10,30,11,000/- by issue of equity shares. During the year the company has allotted 2730000 equity shares of ''10/- each at a price of Rs.50/- per equity shares (including a share premium of Rs.40/-per equity share) as a public issue.

Post allotment, the equity shares of the company got listed on February 24, 2016 at SME Platform of National Stock Exchange (NSE).

A) Buy Back Of Securities

The Company has not bought back any of its securities during the year under review.

B). Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

C). Bonus Shares

The Company has allotted 3785550 equity shares of Rs.10/- each as Bonus Shares to the members of the company in the ratio of 1:1 in its Board Meeting held on September 24, 2015.

D). Employees Stock Option Plan

The Company has not provided any Stock Option Scheme to the employees.

Disclosures with respect to Demat Suspense Account/ Un claimed Suspense Account

The Company wish to state that there was no Un-Claimed/ Outstanding shares in the suspense account, opened at the time of Initial Public Offer, for the period ended on March 31, 2016.

Disclosure as per Sexual Harassment of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013.

The Company has zero tolerance for sexual harassment at workplace and has adopted measures from time to time on prevention prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under No complaint has been received for sexual harassment of women at work place by the Company during the financial year 2015-16.

The policy can be viewed at : http://www.hitechpipes.in/pages/page/code-of-conduct-and-policy.

Acknowledgment

Your Directors wish to place on record their appreciation for the continued support and co-operation extended by Shareholders and all employees of the Company.

for and on behalf of the Board of Directors

Sd/- Sd/-

Date: August 10, 2016 AJAY KU MA R BANSAL ANISH BANSAL

Place: New Delhi Managing Director Director

Mar 31, 2015

DIRECTOR''S REPORT

To The Members,

The Directors have pleasure in presenting their Thirty First Annual Report of the Company together with the Audited Statements of Accounts for the year ended March 31, 2015.

FINANCIAL RESULTS

The Company''s financial performance for the year under review along with previous year''s figures are given hereunder:

Particulars for the year ended March 31, 2015

Financial Results	Current Year (Rs)	Previous Year (Rs)
Net Sales/Income from Business Operations	4,58,42,94,528	3,84,81,03,930
Other Income	1,01,74,201	63,11,905
Total Income	4,59,44,68,729	3,85,44,15,835
Profit before Tax	7,55,49,296	4,01,70,331
Less Tax Expense	2,57,82,076	1,42,68,739
Net Profit after Tax	4,97,67,219	2,59,01,592
Earning per share (Basic)	15.68	8.17
Earning per Share(Diluted)	15.68	8.17

DIVIDEND

Your Directors are pleased to recommend a dividend of Re. 1/- per equity share (10%) on 3785550 Equity shares of Rs.10/- each for the year ended March 31, 2015 aggregating to Rs. 4560641 including dividend tax of Rs. 775091/-. The proposed dividend is subject to the approval of shareholders in the ensuing Annual General Meeting of the company. The dividend would be payable to all the shareholders whose names appear in the register of members as on the Record Date.

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

During the year, the Company has manufactured 53326 M.T. C.R.Coils/ Galv. Coils W. Beams etc. as compared to 44296 M.T. in the previous year.

During the year, the Company has manufactured 45606.66 M.T. of steel pipes etc. as compared to 42936 M.T. in the previous year.

The Turnover including other income of the company has increased from Rs. 38,544.15 Lacs to Rs. 45,944.68 Lacs.

TRANSFER TO RESERVES

The company proposes to transfer Rs. 25, 00,000/- to General Reserves from profit and loss account for the year ended March 31, 2015.

MATERIAL CHANGES AND COMMITMENT IF ANY 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 THE REPORT

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Sub-section (3) (m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are enclosed as Annexure 1 to the Board''s report.

RISK MANAGEMENT POLICY

The Board of the Company has framed a risk management policy of the company for implementing and monitoring the risk management plan for the Company. The Board is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES.

The provision relating to the constitution of the Corporate Social Responsibility Committee does not applicable to the Company for the financial year 2014-15.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013.

Particulars of loans given, investments made, guarantees given and securities provided as prescribed u/s 186 of the Companies Act, 2013 are provided under the respective head and the same is furnished in the notes to the financial statements.

ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration ) Rules, 2014 is furnished in Annexure 2 and is attached to this Report.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE SECRETARIAL AUDITORS

The Board has appointed M/s Kiran Sharma & Co. Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2014 -15. The Secretarial Audit Report for the financial year ended March 31,

2015 is annexed herewith marked as Annexure 3 to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

COMPANY''S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Board in its Meeting held on March 20, 2015, appointed Ms. Anju Jain & Ms. Tanvi Kumar, as an Additional Director and Independent Director on the Board, she holds office up to the date of this AGM. The requirement under Section 149 of the Companies Act, 2013 read with Rule 3 of Companies (Appointment of Directors) Rules, 2014.

The Company has received a Notice in writing under the provisions of Section 160 of the Companies Act, 2013, proposing her candidature for the office of the Director. The Company has received consent in writing to act as Director in Form DIR-2 and intimation in Form DIR-8 to the effect that she is not disqualified under Section 164 (2) to act as Director. The company has also received declaration from her that she meets the criteria of independence as prescribed under Section of 149 (6) of the Companies Act, 2013.

In the opinion of the Board, she fulfills the condition for appointment as Independent Director on the Board. She is eligible to be appointed as Director of the Company and her appointment requires the approval of the members at the ensuing Annual General Meeting. Mr. Rakesh Kumar Bansal has resigned from directorship of the company w.e.f. March 20, 2015. Your Directors place on record their deep appreciation of valuable services rendered by Mr. Rakesh Kumar Bansal during his tenure as Director of the Company.

The Company''s Policy relating to appointment of Directors, payment of Managerial remuneration, Directors'' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure 4 and is attached to this report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Details of particulars of contracts or arrangements made with the related parties by the Company pursuant to the provisions of Section 188 of the Companies Act, 2013, and the same is furnished in the notes to the financial statements.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Company had 15 Board meetings during the financial year under review. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

DECLARATION BY INDEPENDENT DIRECTOR

AUDIT COMMITTEE

In terms of Section 177 of the Companies Act, 2013, the Board of Directors on March 20, 2015 constituted the Audit Committee. The primary objective of the Committee is to monitor and provide an effective supervision of the Management''s financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. The Committee oversees the work carried out in the financial reporting process by the Management, the internal auditor, the statutory auditor and the cost auditor and notes the processes and safeguards employed by each of them.

The Audit Committee comprises Independent Directors namely:

1. Anju Jain (Chairman) Non Executive Independent Director

2. Tanvi Kumar Non Executive Independent Director

3. Anish Bansal Promoter Director

All the recommendations made by the Audit Committee were accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE

In terms of Section 178 of the Companies Act, 2013, the Board of Directors on March 20, 2015 constituted the Nomination Committee and Remuneration Committee. The purpose of the Committee is to oversee the directors appointment and remuneration including criteria for determing qualification , positive attribute Independence of director and other matter provided in Section 178 (3) of the Company act, 2013 based on the recommendation of the Nomination and Remuneration Committee. The broad parameters covered under the Policy are- Company Philosophy, Guiding Principles, Nomination of Directors, Remuneration of Key Managerial Personnel (other than Managing / Whole Time Directors), Key- Executives and Senior Management and the Remuneration of Other Employees.

The Nomination and Remuneration Committee comprises of Independent Directors namely:

1. Tanvi Kumar (Chairman) Non Executive Independent Director

2. Anju Jain Non Executive Independent Director

3. Ajay Kumar Bansal Promoter Director

All the recommendations made by the Nomination and Remuneration Committee were accepted by the Board.

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 devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Company, Joint Venture and Associate Company during the reporting financial year ended March 31, 2015.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS.

No significant and material order has been passed by any regulators, courts and tribunal impacting the going concern status and company''s operations in future.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has a robust and comprehensive Internal Financial Control System commensurate with the size, scale and complexity of its operations. The objective of these procedures is to ensure efficient use and protection of the Company''s resources, accuracy in financial reporting and procedures. The system encompasses the major processes to ensure reliability of financial reporting, compliance with the policies, procedures, laws and regulations safeguarding assets and economical and efficient use of resources. The policies and procedures adopted by the company ensure the orderly and efficient conduct of its business and adherence to the company''s policies, prevention and detection of frauds and errors, accuracy and completeness of the records and timely preparation of reliable financial information.

DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review as per section 73 of the Companies Act, 2013.

STATUTORY AUDIORS

The shareholders of the Company at their Annual General Meeting held on September 23 ,2015 ratify the appointment of M/s N.C Aggarwal & Co. Chartered Accountants, having Firm Registration number 003273N as the statutory auditor of the Company to hold office till the conclusion of the 35^th Annual general meeting to be held in the financial year 2018-19 subject to the ratification of their appointment at every Annual General Meeting of the Company.

The observations of Statutory Auditors in their reports on consolidated financials are self-explanatory and therefore, do not call for any further comments under Section 134 of the Companies Act, 2013.

VIGIL MECHANISM

The Company has no Vigil Mechanism as there is no statutory provision of the Act, applicable on the Company as per section 177 (9) of the Companies Act, 2013.

CAPITAL STRUCTURE

The paid up share capital of the Company increased from Rs. 3,14,30000/- to Rs.3,78,55,500/- by issue of equity shares. During the year the company has issued 642550 equity shares of Rs.10/- each on right basis @110 per share (face value Rs. 10/- and Share Premium of Rs. 100/- per Equity Share)

A) BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

B) SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

C) BONUS SHARE

No Bonus Shares were issued during the year under review.

D) EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

COST AUDITOR

Pursuant to section 148 (3) of the Companies Act, 2013 and rule 6(2) of the Companies (Cost records and Audit Rules) 2014, m/s. S. Shekher & Co, Cost Accountants (Registration No. 000452) be and are hereby re-appointed as the Cost Auditors of the company to conduct audit of cost records made and maintained by the company for financial year 2014-15 at a remuneration as mutually agreed between the auditor and management of the company. The cost auditor has confirmed that their appointment is within the limits of the Section 139 of the Companies Act, 2013 and has certified that their firm is free from any disqualification specified under section 148(5) and all other applicable provisions of the Company Act, 2013.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

2013 and the rules framed there under No complaint has been received for sexual harassment of women at work place by the Company during the financial year 2014-15.

ACKNOWLEDGMENT

Your Directors wish to place on record their appreciation for the continued support and cooperation extended by Shareholders and all employees of the Company.

For AND ON BEHALF OF THE BOARD OF DIRECTORS

AJAY KUMAR BANSAL ANISH BANSAL

Managing Director Director

Date: August 03, 2015

Place: New Delhi

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