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Directors Report of Hindustan Tin Works Ltd.

Mar 31, 2015

Dear Shareholders,

The Directors have great pleasure in presenting the 57th Annual Report together with the Audited Annual Accounts of the Company for the financial year ending 31st March 2015.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March, 2015 is summarized below:

(Rupees in Lacs) 2014-2015 2013-2014

Profit before Interest, Depreciation, & Tax 3093.60 2852.60

Less:

Financial Charges 1044.76 1033.66

Depreciation 728.60 470.99

Provision for Tax (including Wealth Tax) 452.20 398.92

Deferred Tax 12.05 108.18

Profit after Tax 855.99 840.85

Add: Balance brought forward 5406.42 4762.90

Balance available for appropriation 6262.41 5603.75

Less: Appropriations:

Dividend (Incl. Div. Tax) 125.17 97.33

Transfer to General Reserve 100.00 100.00

Balance carried forward 6037.24 5406.42

DIVIDEND

Your Directors are pleased to recommend a dividend @ Rs. 1.00 per Equity Share (10%) on the paid up capital of the Company for the year 2014-15, which if approved at the forthcoming AGM, will be paid to all those Equity Shareholders whose names appear (i) As Beneficial Owners as at the end of the business hours on 10th September, 2015 as per the list to be furnished by the depository in respect of the shares held in electronic form and, (ii) As member in the Register of Members of the Company after giving effect to all valid shares transfers in physical form lodged with the Company on or before 10th September, 2015. Your Directors also proposed to carry Rs. 1 crores to its General Reserve.

OPERATIONS

Your Company could achieve turnover of Rs.31955.32 lacs as against the previous year''s turnover of Rs. 31362.85 lacs i.e. an Increase of 592.47 lacs (1.89%). The Company has been successful in increasing its export sales from Rs. 6907.73 lacs in previous year to Rs. 6996.85 lacs in current year i.e. an increase of Rs. 89.12 lacs (1.29%).

Your Company has achieved PAT of Rs. 855.99lacs as against the previous year of Rs. 840.85 lacs i.e. an increase of Rs. 15.14 lacs (1.80%)

JOINT VENTURE

A joint venture agreement was entered into on August 1, 2006 with Rexam Beverage Can (India Holdings) Limited, U.K. a Rexam PLC, UK Group Company. The JV is established to manufacture, distribute and market two piece cans under the terms of which the Company and Rexam invested 49% (Forty Nine percent) and 51% (Fifty One percent) in the share capital of the Joint Venture Company, respectively.

This Joint Venture Agreement was subsequently amended by the Company, Rexam and the Joint Venture Company from time to time.

Pursuant to the provisions of the Joint Venture Agreement (as amended by the Addenda from time to time), the Company was holding 32,85,250 (Thirty Two Lakhs Eighty Five Thousand and Two Hundred and Fifty) equity shares in the Joint Venture Company ("Sale Shares") constituting 0.61% of the total issued and paid up equity share capital of the Joint Venture Company.

As authorised by the Board at its meeting held on 5th Nov 2014, the Company had negotiation with Rexam HTW Beverage Can (India) Private Limited and sold the investment of 32,85,250 equity shares of Rs. 10 each of the JV to other partner M/s Rexam Beverage Can (India Holdings) Limited at USD 2 million on 17th April 2015. Consequently Mr. Sanjay Bhatia and Mr. Vijay Kumar Bhatia also resigned from the Board of JVC on 1 7th April 2015. However Management Services Agreement will continue till 30.06.2015 and Trade Mark License Agreement will continue till 31.03.2016.

DIRECTORS

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

The Board of Directors of the Company has a healthy blend of executive and non executive Directors which ensures the desired level of independence in functioning and decision making.

All the non executive Directors are eminent professional and bring in wealth of expertise and experience for directing the management of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (3) (c) of the Companies Act, 2013 with respect to directors'' responsibility statement, it is hereby confirmed that: -

(a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any.

(b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit of the Company for that period.

(c) We had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) We had prepared the Annual Accounts on a going concern basis: and

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A report in the form of Management Discussion and Analysis pursuant to Clause 49 of the Listing Agreement, as a part of this report is annexed hereto as Annexure - I.

LOANS AND INVESTMENTS BY THE COMPANY

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

DEPOSITS

During the year under review, the company has not accepted any deposit under Section 76 of the Companies act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

CORPORATE GOVERNANCE

A report on Corporate Governance, along with a certificate from the Statutory Auditors of the Company detailing the compliance of Corporate Governance norms as enumerated in clause 49 of the listing agreements with the Stock Exchanges, is annexed as Annexure - II.

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGERIAL PERSONNEL

The Company has laid down a code of conduct for the Board Members and Senior Managerial Personnel of the Company. All Board Members and Senior Managerial Personnel have affirmed compliance with the Code of Conduct for the year 2014-2015. A declaration by Mr. Sanjay Bhatia, Managing Director, as to the compliance of the Code of Conduct by the Board Members and Senior Managerial personnel has been placed before the Board at its meeting held on 31st July, 2015, is enclosed as Annexure-III.

VIGIL MECHANISM

The Company has in place a whistle blower policy, to support the Code of Business Ethics. This policy documents the Company''s commitment to maintain an open work environment in which employees, consultants and contractors are able to report instances of unethical or undesirable conduct, actual or suspected fraud or any violation of Company''s Code of Business Ethics at a significantly senior level without any fear of rejection. Individuals can raise their concerns by an e-mail, or telephone or direct interaction or a letter to the Chairman of the Audit Committee of the Company. The Policy on vigil mechanism and whistler blower policy may be accessed on the Company''s website at the link: http://www.hindustantin.biz/vigil-mechanism.html and it duly forms a part of corporate governance.

DISCLOSURES

The CEO and Chief Financial Officer (CFO) have furnished to the Board in its meeting held on 31st July, 2015 a certificate with regard to the financial statements and other matters of the Company as on 31 st March 2015 as required under clause 49 of the listing agreement.

No material penalty or stricture was imposed on the Company by any statutory authority for non-compliance on matter related to capital markets, during the last three years.

The Company is complying with all the mandatory requirements of the Listing agreement of Stock Exchanges on ''Corporate Governance''.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/or Courts which would impact the going concern status of the Company and its future operations.

AUDITORS

M/s M. L. Puri & Co., Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received intimation to the effect that their re-appointment, if made would be within the prescribed limits under Section 141(3) (g) of the Companies Act, 2013 and also that they are not otherwise disqualified within the meaning of Section 139 & 141 of the Companies Act, 2013, for such appointment.

COST AUDITORS

The Company has appointed M/s K.S. Bhatnagar & Associates, Cost Accountants for conducting cost audit of the Company for the financial year ending 31st March, 2016. For the financial year 2013-14, the Cost Auditor has duly filed the Cost Audit Report as per details below:-

Financial year Due date of filing Date of filing

2013-14 27.09.2014 24.09.2014

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Gupta Vinod & Company, Practicing Company Secretaries, as secretarial auditor of the Company for the financial year ended March 31,2015, to conduct the Secretarial Audit of the Company and their report is annexed herewith as Annexure - IV and this report does not contain any qualification, reservation or adverse remark.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review, the Board of Directors on recommendation of the CSR Committee formulated the CSR policy of the Company. The CSR activities of the Company are implemented in accordance with the core values viz. protecting stakeholder interests, grow in a socially and environmentally responsible way and striving towards inclusive development.

The Company has identified some important areas of engagement which are as under:

- Eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation and making available safe drinking water;

- Promoting education, including special education and employment enhancing vocation skills especially among children women, elderly, and the differently abled and livelihood enhancement projects;

- Promoting gender equality, empowering women, setting up homes and hostels for women and orphans, setting up old age homes, day care centre and such other facilities for senior citizen and measures for reducing inequalities faced by socially and economically backward groups;

- Ensuring environment sustainability, ecological balance, protection of flora and fauna, animal, welfare, agro forestry, conversation of natural resources and maintain quality of soil, air and water;

- Protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art; setting up public libraries; promotion and development of traditional arts and handicrafts;

- Measures for the benefits of armed forces veterans, war widows and their dependents;

- Training to promote rural sports, nationally recognized sports, Paralympics sport and Olympic sports;

- Contribution to the Prime Minister''s National Relief Fund or any other fund set up by the Central Government for socio-economic development and relief and welfare of the Scheduled Casts, the Scheduled Tribes, other backward classes, minorities and women;

- Contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government;

- Rural development projects."

Details of CSR policy forming part of annual report is annexed as Annexure - V INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Your company believes in formulating adequate and effective internal control system and implementing the same to ensure that assets and interests of the Company are safeguarded and reliability of accounting data and accuracy are ensured with proper checks and balances. The internal control system is improved continuously to meet the changes in business conditions and statutory and accounting requirements as required from time to time.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of internal control system and suggests improvements for strengthening them. The Company has a robust Management information system which is an integral part of the control mechanism.

The Audit Committee of Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken.

CREDIT RATING

The Company has recently obtained credit rating from ICRA.

ICRA has reaffirmed its credit rating of the Company as "A-" for long term and "A1" for short term.

The rating derives strength from the Company''s significant presence in India''s Can Manufacturing sector, technologically advanced operations, proven management capability.

REMUNERATION

Disclosure pursuant to Section 197(12) of Companies Act, 2013 and Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided below:

(i) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the year 2014-15:

Directors Nature of Directorship Ratio

Mr. Vijay Kumar Bhatia Whole Time Director 17.7:1

Mr. Sanjay Bhatia Managing Director 38.1:1

Mr. Ashok Kumar Bhatia Whole Time Director 12.8:1

Mr. Ramesh Kumar Jain Non-executive Independent Director 0.4:1

Mr. Bihari Lal Khurana Non-executive Independent Director 0.4:1

Mr. M. K. Zutshi Non-executive Independent Director 0.2:1

Mr. Nanad Prakash Sahni Non-executive Independent Director 0.4:1

Mrs. Aarti Sawhney Non-executive Independent Director 0.3:1

Mr. Prit Pal Singh Whole Time Director 6.9:1

*computed based on annualized remuneration.

(ii) the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary in the financial year:

The remuneration of non-executive Directors by way of sitting fee for attending Board meetings was increased by 50% viz. Rs. 10,000 per meeting to Rs. 15,000 per meeting and for Audit Committee sitting fee was increased by 67% viz Rs. 3000 per meeting to Rs. 5000 per meeting w.e.f 11th February, 2015. The annual increase in the salary of Managing Director, Whole Time Director, Company Secretary and CFO is as below:

Name Designation Annual Increase Percentage

Mr. Sanjay Bhatia Managing Director From Rs.53,28,000/- to Rs. 59,19,600/- 11.1 %

Mr. Vijay Kumar Whole Time Director From Rs.24,19,200/- Bhatia to Rs 27,57,240/- 14.0 %

Mr. Ashok Kumar Whole Time Director From Rs.17,47,200/- Bhatia to Rs. 19,91,340/- 14.0 %

Mr. PP Singh Whole Time Director From Rs. 10,18,200/- to Rs. 10,68,000/- 4.9 %

Mr. Rajat Pathak VP (Finance) & From Rs. 17,94,600/- Company Secretary to Rs. 20,38,800/- 13.6%

Mr. M. K. Mittal AVP (Accounts) & CFO From Rs. 13,06,164/- to Rs. 14,40,000/- 10.2%

(iii) the percentage increase in the median remuneration of employees in the financial year: 8.8 %

(iv) the number of permanent employees on the rolls of Company: 446 (Four hundred and Forty Six), as on 31 March, 2015.

(v) the explanation on the relationship between average increase in remuneration and Company performance:

The average increase in remuneration of the employees was 13.3%. The average increase in remuneration is closely linked to and driven by achievement of annual corporate goals and overall business, financial and operational performance of the Company.

(vi) comparison of the remuneration of the key managerial personnel against the performance of the Company:

The increment in the financial year 2014-15 was based on the performance in the financial year 2013-14 vis-a-vis financial year 2012-13.

Despite an inflationary environment and increasingly fierce competition, extremely challenging domestic business environment, political turmoil and unrest in Middle east and Eurozone sovereign debt crisis, the Company delivers and achieves turnover of Rs. 31362.85 lacs in the financial year 2013-14 as against the turnover of Rs. 27281.73 lacs in the financial year 2012-13 i.e. an increase of Rs. 4081.12 lacs (14.96%). The Export Sales has also been increased from Rs. 4860.42 lacs to Rs. 6907.73 lacs i.e. an increase of Rs. 2047.31 lacs (42.12%).

The Company has been successful in increasing its PAT from Rs. 734.89 lacs in the financial year 2012- 13 to Rs. 840.85 lacs in in the financial year 2013-14 i.e. an increase of Rs. 105.96 lacs (14.42 %).

(vii) variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer and Preferential Allotment :

The Company had allotted equity shares under its IPO in May, 1995 at a price of Rs. 40/- per equity share including Premium of Rs. 30/- per share, the Company had further made Preferential Allotment and issue of Zero Coupon Convertible Warrants in August 2005 at the price of Rs. 44/- per equity share including Premium of Rs. 34/- per share (Zero Coupon Convertible Warrants were converted to equity shares in Feb 2007 i.e. after 18 Month). The market quotations/price of the shares of the Company as at 31 March, 2015 on BSE compared to the IPO price increased by 57.63% and compared to Preferential Allotment and Zero Coupon Convertible Warrants increased by 43.30%.

Particulars As at 31st As at 31st Variation (%) March 2015 March, 2014

Closing Share Price on BSE (INR) 63.05 33.30 89.34

Market Capitalisation (INR crore) 65.57* 34.63* 89.34

P/E Ratio 7.66 4.12 85.92

*Total number of shares as on 31 March, 2015 and 31 March, 2014 are 10399683.

(viii) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial 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:

The average increase in the remuneration* of employees was 13.6% other than the managerial personnel in the last financial year whereas the average increase in the remuneration of managerial personnel was 11.8% thus there was not any exceptional circumstances for increase in the managerial remuneration.

*It does not include incentive bonus, leave encashment, gratuity, ex gratia being onetime payment/ based on net profit/production proformance/payments to LIC of India.

(ix) comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company:

The increase in the remuneration of Mr. Sanjay Bhatia, Managing Director, Mr. Vijay Kumar Bhatia and Mr. Ashok Kumar Bhatia, and Mr. PP Singh, Whole-Time Director is 11.1%, 14.0%, 14.0%, 4.9% respectively.

The increase in remuneration of Mr. Rajat Pathak, VP (Finance) & Company Secretary and Mr. M.K. Mittal, AVP (Accounts) & CFO is 13.6% and 10.2 % respectively.

The comparison of the remuneration against the performance of the Company is detailed in clause (vi) above.

(x) the key parameters for any variable component of remuneration availed by the directors:

Only commission payable to Managing Director is a variable component of remuneration availed by him which is linked as a percentage of net profit of the Company.

(xi) the ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration in excess of the highest paid Director during the year: Not applicable.

(xii) Affirmation that the remuneration is as per the Remuneration Policy of the Company:

The remuneration is as per the Remuneration Policy of the Company.

PERSONNEL

Particulars of employees as required under the provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, is not provided as there are no employees covered under it.

PARTICULARS IN RESPECT OF CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

The information in accordance with the provisions of Clause (m) of Sub-Section (3) of Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are forming part of the Directors'' Report for the year ended 31st March, 2015 is given in Annexure - VI.

RELATED PARTY TRANSACTIONS

All related party transactions entered into by the Company during the year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant Related Party Transactions made by the Company with promoters, directors, key managerial personnel or other designated persons which may have potential conflict with the interest of the Company at large .

All related party transactions that were entered into during the financial year were on an arm''s length basis. Details of such transactions are given in the Annexure - VII to this report.

Further the following related persons were appointed during the financial year 2014-15 to the period from 01.04.2015 to 31.03.2020.

S.No. Name Designation Related to

1. Mr. Gaurav Bhatia Sr. Vice President Son of Mr. Vijay Kumar Bhatia Whole-time Director

2. Mr. Paras Bhatia Sr. Vice President Son of Mr. Ashok Kumar Bhatia Whole-time Director

3. Mr. Saket Bhatia Sr. Vice President Son of Mr. Sanjay Bhatia, Managing Director

4. Mr. Atit Bhatia Sr. Vice President Son of Mr. Sanjay Bhatia, till 31.07.2015 Managing Director

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith in Annexure -VIII.

ACKNOWLEDGEMENT

The Board wishes to place on record with deep sense of satisfaction, their appreciation for the high degree of professionalism, commitment and dedication displayed by employees at all levels and the guidance, co- operation and assistance extended to the Company by its Bankers, Shareholders, Customers and Suppliers.

For & on behalf of Board

Place : New Delhi (SANJAY BHATIA) Date : 31st July, 2015 Chairman


Mar 31, 2014

Dear Members,

The Directors have great pleasure in presenting the 56th Annual Report together with the Audited Annual Accounts of the Company for the financial year ending 31st March 2014.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March, 2014 is summarized below:

(Rupees in Lacs)

2013-2014 2012-2013

Profit before Interest, Depreciation, & Tax 2852.60 2527.21

Less:

Financial Charges 1033.66 1004.85

Depreciation 470.99 419.33

Provision for Tax (including Wealth Tax) 398.92 310.59

Deferred Tax 108.18 57.55

Profit after Tax 840.85 734.89

Add: Balance brought forward 4762.90 4163.84

Balance available for appropriation 5603.75 4898.73

Less: Appropriations:

Dividend (Incl. Div. Tax) 97.34 60.83

Transfer to General Reserve 100.00 75.00

Balance carried forward 5406.41 4762.90

DIVIDEND

Your Directors are pleased to recommend a dividend @ Rs. 0.80 per Equity Share (8%) on the paid up capital of the Company for the year 2013-14, which if approved at the forthcoming AGM, will be paid to all those Equity Shareholders whose names appear (i) As Beneficial Owners as at the end of the business hours on 18th September, 2014 as per the list to be furnished by the depository in respect of the shares held in electronic form and, (ii) As member in the Register of Members of the Company after giving effect to all valid shares transfers in physical form lodged with the Company on or before 18th September, 2014.

OPERATIONS

Your Company could achieve turnover of Rs. 31362.85 lacs as against the previous year''s turnover of Rs. 27281.73 lacs i.e. an increase of 4081.12 lacs (14.96%). The Company has been successful in increasing its export sales from Rs. 4860.42 lacs in previous year to Rs. 6907.73 lacs in current year i.e. an increase of Rs. 2047.31 lacs (42.12%).

Your Company has achieved PAT of Rs. 840.85 lacs as against the previous year of Rs. 734.89 lacs i.e. an increase of Rs. 105.96 lacs (14.42%)

JOINT VENTURE

As you are aware of that your Company entered into a joint venture Agreement (JV) on 01st August, 2006 with Rexam Beverage Can (India Holdings) Limited, U.K. a Rexam PLC, UK Group Company, the world leader in two piece Beverage Cans. The JV, under the name and style of Rexam HTW Beverage Can (India) Limited, is first of its kind in India and it would benefit from the synergies of the JV Partners especially the technical and global best practices brought in by Rexam and the established capabilities of Hindustan Tin Works Limited in the domestic market. The JV is established to manufacture, distribute and market two piece cans and this would provide a strategic advantage to the JV and its Partners. The JV Company has received very good response from the market.

The JV Company had funded the installation of the aluminum line and 25cl slim size conversion through raising debt via the ECB route and that the capital structure of the company became too reliant on debt financing. To revise the capital structure of the Company the JV partners decided to induct equity of Rs. 3,218,680,000 (Rupees three hundred twenty one crores eighty six lakhs eighty thousand only) against conversion of ECB and fresh allotment of equity shares. For maintaining same level of 2.09 %, your Company will have to contribute a huge investment. In view of the Company''s fund position and its own growth plans, it is decided by the management not to invest any additional funds in JVC at this stage and thus Rexam (JV Partner) will contribute the whole amount due to which your Company''s share is reduced to 0.77 % from existing 2.09%. However your Company has a claw back right to go back to 15% by 31st March, 2015.

DIRECTORS

In terms of the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company Mr. Ashok Kumar Bhatia retires at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. Mr. N.P. Sahni, Mr. B. L. Khurana, Mr. Ramesh Kumar Jain, Mr. M.K. Zutshi and Mrs. Aarti Sawhney were appointed/re-appointed as Independent Directors of the Company. Mr. Sanjay Bhatia, Managing Director, Mr. Vijay Kumar Bhatia, Mr. Ashok Kumar Bhatia and Mr. PP Singh, Whole time Directors of the Company were re-appointed.

Mr. Deepak Pahwa, Director resigned w.e.f. 29th March, 2014 and Mrs. Aarti Sawhney was appointed as Director w.e.f. 28th May, 2014.

A brief resume of Directors, nature of their expertise in specific functional areas and other Company names in which they hold Directorship, Membership/Chairmanship of Board Committees, and Shareholding in the Company are provided in this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to directors'' responsibility statement, it is hereby confirmed that: -

(a) In the preparation of Annual Accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any.

(b) We have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year 2013-2014 and of the profit of the Company for that period.

(c) We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting any possible fraud and other irregularities.

(d) We have prepared accounts on going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A report in the form of Management Discussion and Analysis pursuant to Clause 49 of the Listing Agreement, as a part of this report is annexed hereto as Annexure - I.

FIXED DEPOSITS

During the year under review, the company has not accepted any deposit under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975 and under other applicable provisions of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

CORPORATE GOVERNANCE

A report on Corporate Governance, along with a certificate from the Statutory Auditors of the Company detailing the compliance of Corporate Governance norms as enumerated in clause 49 of the listing agreements with the Stock Exchanges, is annexed as Annexure - II.

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGERIAL PERSONNEL

The Company has laid down a code of conduct for the Board Members and Senior Managerial Personnel of the Company. All Board Members and Senior Managerial Personnel have affirmed compliance with the Code of Conduct for the year 2013-2014. A declaration by Mr. Sanjay Bhatia, Managing Director, as to the compliance of the Code of Conduct by the Board Members and Senior Managerial personnel has been placed before the Board at its meeting held on 12th August, 2014, is enclosed as Annexure-III.

DISCLOSURES

The CEO and Chief Financial Officer (CFO) have furnished to the board in its meeting held on 12th August, 2014, a certificate with regard to the financial statements and other matters of the Company as on 31st March 2014 as required under clause 49 of the listing agreement.

No material penalty or stricture was imposed on the Company by any statutory authority for non-compliance on matter related to capital markets, during the last three years.

The Company is complying with all the mandatory requirements of the Listing agreement of Stock Exchanges on ''Corporate Governance''.

AUDITORS

M/s M. L. Puri & Co., Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received intimation to the effect that their re-appointment, if made would be within the prescribed limits under Section 141(3) (g) of the Companies Act, 2013 and also that they are not otherwise disqualified within the meaning of Section 139 & 141 of the Companies Act, 2013, for such appointment.

COST AUDITORS

The Company has appointed M/s K.S. Bhatnagar & Associates, Cost Accountants for conducting cost audit of the Company for the financial year ending 31st March, 2015. For the financial year 2012-13, the Cost Auditor has duly filed the Cost Audit Report as per details below:-

Financial year Due date of filing Date of filing

2012-13 27.09.2013 24.09.2013

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Your company believes in formulating adequate and effective internal control system and implementing the same to ensure that assets and interests of the Company are safeguarded and reliability of accounting data and accuracy are ensured with proper checks and balances. The internal control system is improved continuously to meet the changes in business conditions and statutory and accounting requirements as required from time to time.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of internal control system and suggests improvements for strengthening them. The Company has a robust Management information system which is an integral part of the control mechanism.

The Audit Committee of Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken.

PERSONNEL

Particulars of employees as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Rules, 1975 as amended, is not provided as there are no employees covered under it.

PARTICULARS IN RESPECT OF CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

The information in accordance with the provisions of Clause (e) of Sub-Section (1)of Section 217of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of the Directors'' Report for the year ended 31st March, 2014 is given in Annexure - IV.

ACKNOWLEDGEMENT

The Board wishes to place on record with deep sense of satisfaction, their appreciation for the high degree of professionalism, commitment and dedication displayed by employees at all levels and the guidance, co- operation and assistance extended to the Company by its Bankers, Shareholders, Customers and Suppliers.

For & on behalf of Board Place : New Delhi (SANJAY BHATIA) Date : 12th August, 2014 Chairman


Mar 31, 2012

The Directors have great pleasure in presenting the 54th Annual Report together with the Audited Annual Accounts of the Company for the financial year ending 31st March 2012

FINANCIAL RESULTS

The performance of the company for the financial year ended 31st March, 2012 is summarized below:

(Rupees in Lacs)

2011-2012 2010-2011

Profit before Interest, Depreciation, & Tax 2183.05 3044.24

Less : Financial Charges 914.15 914.22

Depreciation 433.61 415.73

Provision for Tax (including Wealth Tax) 235.07 522.80

Deferred Tax 31.02 63.67

Profit after Tax 569.20 1127.82

Add: Balance brought forward 3739.25 2891.21

Balance available for appropriation 4308.45 4019.03

Less : Appropriations:

Dividend (Incl. Div. Tax) 84.61 169.78

Transfer to General Reserve 60.00 110.00

Balance carried forward 4163.84 3739.25

DIVIDEND

Your Directors are pleased to recommend a dividend @ Rs.0.70 per Equity Share (7%) on the paid up capital of the Company for the year 2011-12, which if approved at the forthcoming AGM, will be paid to all those Equity Shareholders whose names appear (i) As Beneficial Owners as at the end of the business hours on 21st September, 2012 as per the list to be furnished by the depository in respect of the shares held in electronic form and, (ii) As member in the Register of Members of the Company after giving effect to all valid shares transfers in physical form lodged with the Company on or before 21st September, 2012.

OPERATIONS

Your Company could achieve turnover of Rs. 24664.41 lacs as against the previous year's turnover of Rs. 29478.43 lacs due to political turmoil and unrest in Middle East, grappling of Eurozone with its debts crisis and extremely challenging domestic business environment.

Due to high inflation, higher cost of production including high rate of interest, personnel & other costs, volatility in commodity prices, rupee depreciation and lower turnover during the year, your Company's PAT is reduced from Rs. 1127.82 lacs to Rs. 569.20 Lacs.

TRADE MARK AND DESIGN

During the year, your Company was granted Trade Mark registration of symbol and word "CANVIRONMENT" under Trade Marks Act, 1999, by the Trade Marks Registry, Delhi. Your Company was also granted Design registration of "SHAPED CAN" under the Design Act, 2000, by the Controller General of Patents, Designs and Trade Marks, Kolkata.

Your Company was also granted Design registration of "CAN OVERCAP WITH DIMPLES" under the Design Act, 2000, by the Controlled General of Patents, Designs and Trade Marks, Kolkata in June, 2012.

JOINT VENTURE

As you are aware of that your Company entered into a joint venture Agreement (JV) on 01st August, 2006 with Rexam Beverage Can (India Holdings) Limited, U.K. a Rexam PLC, UK Group Company, the world leader in two piece Beverage Cans. The JV, under the name and style of Rexam HTW Beverage Can (India) Limited, is first of its kind in India and it would benefit from the synergies of the JV Partners especially the technical and global best practices brought in by Rexam and the established capabilities of Hindustan Tin Works Limited in the domestic market. The JV is established to manufacture, distribute and market two piece cans and this would provide a strategic advantage to the JV and its Partners. The JV Company has received very good response from the market.

As informed to you last year, the JV Partners decided to build a new high speed aluminum beverage can manufacturing line with capacity of 850 million cans p.a. and involving capital outlay of approx. Rs. 200 crores at its current site in Taloja which is in progress and the commercial production is expected to be commenced by end of August 2012.

DIRECTORS

In terms of the provisions of Section 255 & 256 of the Companies Act, 1956 and Articles of Association of the Company. Mr. B. L. Khurana and Mr. M. K. Zutshi retire at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment.

Mr. Manoj Jain, Whole Time Director, had resigned from the Board w.e.f. 12th August, 2011 and at his place Mr. P P Singh was appointed as a Whole Time Director of the Company by the Board in its meeting held on 12th August, 2011.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to directors' responsibility statement, it is hereby confirmed that: -

(a) In the preparation of Annual Accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any.

(b) We have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year 2011-2012 and of the profit of the company for that period.

(c) We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting any possible fraud and other irregularities.

(d) We have prepared accounts on going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A report in the form of Management Discussion and Analysis pursuant to Clause 49 of the Listing Agreement, as a part of this report is annexed hereto as Annexure - I.

FIXED DEPOSITS

During the year under review, the company has not accepted any deposit under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

CORPORATE GOVERNANCE

A report on Corporate Governance, along with a certificate from the Statutory Auditors of the Company detailing the compliance of Corporate Governance norms as enumerated in clause 49 of the listing agreements with the Stock Exchanges, is annexed as Annexure - II.

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGERIAL PERSONNEL

The Company has laid down a code of conduct for the Board Members and Senior Managerial Personnel of the Company. All Board Members and Senior Managerial Personnel have affirmed compliance with the Code of Conduct for the year 2011-2012. A declaration by Mr. Sanjay Bhatia, Managing Director, as to the compliance of the Code of Conduct by the Board Members and Senior Managerial personnel has been placed before the Board at its meeting held on 09th August, 2012, is enclosed as Annexure-III.

DISCLOSURES

The CEO and Chief Financial Officer (CFO) have furnished to the board in its meeting held on 09th August, 2012, a certificate with regard to the financial statements and other matters of the Company as on 31st March 2012 as required under clause 49 of the listing agreement.

No material penalty or stricture was imposed on the Company by any statutory authority for non-compliance on matter related to capital markets, during the last three years.

The Company is complying with all the mandatory requirements of the Listing agreement of Stock Exchanges on 'Corporate Governance'.

AUDITORS

M/s M. L. Puri & Co., Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received intimation to the effect that their re-appointment, if made would be within the prescribed limits under Section 224 (1-B) of the Companies Act, 1956 and also that they are not otherwise disqualified within the meaning of Sub-Section (3) of Section 226 of the Companies Act, 1956, for such appointment.

COST AUDITORS

The notification no. 52/26/CAB-2010 dtd. 30th June 2011, issued by the Ministry of Corporate Affairs made the audit of cost accounts compulsory relating to steel under chapter 72 and 73 of the Central Excise Tariff Act, 1985 in respect of each of its financial year commencing on or after 1st April 2011. Thus as per the above stated requirement of Central Government and pursuant to section 233B of the Companies Act, 1956, your company has appointed M/s K.S Bhatnagar & Associates, Cost Accountants as Cost Auditors to audit the cost accounts of the Company for the financial year 2011-12 and 2012-13.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Your company believes in formulating adequate and effective internal control system and implementing the same to ensure that assets and interests of the Company are safeguarded and reliability of accounting data and accuracy are ensured with proper checks and balances. The internal control system is improved continuously to meet the changes in business conditions and statutory and accounting requirements as required from time to time.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of internal control system and suggests improvements for strengthening them. The Company has a robust Management information system which is an integral part of the control mechanism.

The Audit Committee of Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken.

PERSONNEL

Particulars of employees as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Rules, 1975 as amended, is not provided as there are no employees covered under it.

PARTICULARS IN RESPECT OF CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

The information in accordance with the provisions of Clause (e) of Sub-Section (1) of Section 217 of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of the Directors' Report for the year ended 31st March, 2012 is given in Annexure - IV.

ACKNOWLEDGEMENT

The Board wishes to place on record with deep sense of satisfaction, their appreciation for the high degree of professionalism, commitment and dedication displayed by employees at all levels and the guidance, co- operation and assistance extended to the Company by its Bankers, Shareholders, Customers and Suppliers.

For & on behalf of Board

Place : New Delhi (VIJAY KUMAR BHATIA)

Date : 09th August, 2012 Chairman


Mar 31, 2011

Dear Shareholders,

The Directors have great pleasure in presenting the 53rd Annual Report together with the Audited Annual Accounts of the Company for the financial year ending 31st March 2011.

FINANCIAL RESULTS

The performance of the company for the financial year ended 31st March, 2011 is summarized below:

(Rupees in Lacs) 2010-2011 2009-2010

Profit before Interest, Depreciation, & Tax 3044.24 2945.40

Less: Financial Charges 914.22 800.35

Depreciation 415.73 372.29

Provision for Tax (including Wealth Tax) 522.80 515.55

Deferred Tax 63.67 111.46

Profit after Tax 1127.82 1145.75

Add: Balance brought forward 2891.21 2090.87

Balance available for appropriation 4019.03 3236.62

Less: Appropriations :

Dividend (Incl. Div. Tax) 169.78 230.41

Transfer to General Reserve 110.00 115.00

Balance carried forward 3739.25 2891.21

DIVIDEND

Your Directors are pleased to recommend a dividend @ Rs. 1.40 per Equity Share ( 14 %) on the paid up capital of the Company for the year 2010-11, which if approved at the forthcoming AGM, will be paid to all those Equity Shareholders whose names appear (i) As Beneficial Owners as at the end of the business hours on 16th September, 2011 as per the list to be furnished by the depository in respect of the shares held in electronic form and, (ii) As member in the Register of Members of the Company after giving effect to all valid shares transfers in physical form lodged with the Company on or before 16th September, 2011.

OPERATIONS

Your Company has achieved a turnover of Rs. 29478.43 lacs as against the previous year's turnover of Rs. 28485.84 lacs i.e. an increase of Rs. 992.59 lacs. The Company has been successful in increasing its export sales from Rs. 4436.79 lacs in previous year to Rs. 5930.75 lacs in current year i.e. an increase of Rs.1493.96 lacs.

JOINT VENTURE

As you are aware of that your Company entered into a joint venture Agreement (JV) on 01st August, 2006 with Rexam Beverage Can (India Holdings) Limited, U.K. a Rexam PLC, UK Group Company, the world leader in two piece Beverage Cans and also entered into other allied agreements. The JV, under the name and style of Rexam HTW Beverage Can (India) Limited, is first of its kind in India and it would benefit from the synergies of the JV Partners especially the technical and global best practices brought in by Rexam and the established capabilities of Hindustan Tin Works Limited in the domestic market. The JV is established to manufacture, distribute and market two piece cans and this would provide a strategic advantage to the JV and its Partners. The JV Company has received very good response from the market.

The JV Partners decide to build a new high speed beverage can manufacturing line at its current site in Taloja. In order to meet the financial requirements of the JV, it is proposed to induct equity of Rs. 135 crores. For maintaining same level of 15%, your Company will have to contribute a huge investment. In view of the Company's fund position and its own growth plans, it is decided by the management not to invest any additional funds in JVC at this stage and thus Rexam (JV partner) will contribute the whole amount due to which your Company's share will be reduced to 2.09% from existing 15%. However your Company has a claw back right to go back to existing position by 31st March, 2015.

DIRECTORS

In terms of the provisions of Section 255 & 256 of the Companies Act, 1956 and Articles of Association of the Company. Mr. N. P. Sahni and Mr. Deepak Pahwa retire at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment.

Mr. Manoj Jain, Whole Time Director, had resigned from the Board w.e.f. 12th August, 2011 and at his place Mr. P. P. Singh was appointed as a Whole Time Director of the Company by the Board in its meeting held on 12th August, 2011.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to directors' responsibility statement, it is hereby confirmed that: -

(a) In the preparation of Annual Accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any.

(b) We have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year 2010-2011 and of the profit of the company for that period.

(c) We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting any possible fraud and other irregularities.

(d) We have prepared accounts on going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A report in the form of Management Discussion and Analysis pursuant to Clause 49 of the Listing Agreement, as a part of this report is annexed hereto as Annexure - I.

FIXED DEPOSITS

During the year under review, the company has not accepted any deposit under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

CORPORATE GOVERNANCE

A report on Corporate Governance, along with a certificate from the Statutory Auditors of the Company detailing the compliance of Corporate Governance norms as enumerated in clause 49 of the listing agreements with the Stock Exchanges, is annexed as Annexure - II.

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGERIAL PERSONNEL

The Company has laid down a code of conduct for the Board Members and Senior Managerial Personnel of the Company. All Board Members and Senior Managerial Personnel have affirmed compliance with the Code of Conduct for the year 2010-2011. A declaration by Mr. Sanjay Bhatia, Managing Director, as to the compliance of the Code of Conduct by the Board Members and Senior Managerial personnel has been placed before the Board at its meeting held on 12th August, 2011, is enclosed as Annexure-III.

DISCLOSURES

The CEO and Chief Financial Officer (CFO) have furnished to the board in its meeting held on 12th August, 2011, a certificate with regard to the financial statements and other matters of the Company as on 31st March 2011 as required under clause 49 of the listing agreement.

No material penalty or stricture was imposed on the Company by any statutory authority for non-compliance on matter related to capital markets, during the last three years.

The Company is complying with all the mandatory requirements of the Listing agreement of Stock Exchanges on 'Corporate Governance'.

AUDITORS

M/s M. L. Puri & Co., Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received intimation to the effect that their re-appointment, if made would be within the prescribed limits under Section 224 (1-B) of the Companies Act, 1956 and also that they are not otherwise disqualified within the meaning of Sub-Section (3) of Section 226 of the Companies Act, 1956, for such appointment.

PERSONNEL

Particulars of employees as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Rules, 1975 as amended, is not provided as there are no employees covered under it.

PARTICULARS IN RESPECT OF CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

The information in accordance with the provisions of Clause (e) of Sub-Section (1) of Section 217 of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of the Directors' Report for the year ended 31st March, 2011 is given in Annexure - IV.

ACKNOWLEDGEMENT

The Board wishes to place on record with deep sense of satisfaction, their appreciation for the high degree of professionalism, commitment and dedication displayed by employees at all levels and the guidance, co- operation and assistance extended to the Company by its Bankers, Shareholders, Customers and Suppliers.

For & on behalf of Board

Place : New Delhi (VIJAY KUMAR BHATIA)

Date : 12th August, 2011 Chairman


Mar 31, 2010

The Directors have great pleasure in presenting the 52nd Annual Report together with the Audited Annual Accounts of the Company for the financial year ending 31 st March 2010.

FINANCIAL RESULTS

The performance of the company for the financial year ended 31 st March, 2010 is summarized below:

(Rupees in Lacs)

2009-2010 2008-2009

Profit before Interest, Depreciation, & Tax 2945.40 2385.42

Less: Financial Charges 800.35 989.04

Depreciation 372.29 289.92

Provision for Tax (including FBT and Wealth Tax) 515.55 419.65

Deferred Tax 111.46 18.30

Profit after Tax 1145.75 668.51

Add: Balance brought forward 2090.87 1689.20

Balance available for appropriation 3236.62 2357.71

Less: Appropriations:

Dividend (Incl. Div. Tax) 230.41 206.84

Transfer to General Reserve 115.00 60.00

Balance carried forward 2891.21 2090.87

DIVIDEND

The Board has already declared an interim dividend @ Rs. 1.00, per Equity Share (10%) in the Board Meeting held on 27th May, 2010 for the financial Year 2009-10. Your Directors are pleased to recommend a further dividend @ Rs. 0.90 per Equity Share (9%) on the paid up capital of the Company for the year 2009-10, the final dividend, together with the Interim Dividend, will make the total dividend of Rs. 1.90 per Equity Share (19 %) in respect of the financial year 2009-10. If approved at the forthcoming AGM, the amount of further dividend will be paid to all those Equity Shareholders whose names appear (i) As Beneficial Owners as at the end of the business hours on 20th September, 2010 as per the list to be furnished by the depository in respect of the shares held in electronic from and, (ii) As member in the Register of Members of the Company after giving effect to all valid shares transfers in physical form lodged with the Company on or before 20th September, 2010.

OPERATIONS

Your Company has achieved a turnover of Rs. 28485.84 lacs as against the previous years turnover of Rs. 24434.16 lacs i.e. an increase of Rs. 4051.68 lacs. The Company has been successful in increasing its export sales from Rs. 3682.68 lacs in previous year to Rs. 4436.79 lacs in current year i.e. an increase of Rs. 754.11 lacs.

JOINT VENTURE

As you are aware of that your Company entered into a joint venture Agreement (JV) on 01 st August, 2006 with Rexam Beverage Can (India Holdings) Limited, U.K. a Rexam PLC, UK Group Company, the world leader in two piece Beverage Cans and also entered into other allied agreements. The JV, under the name and style of Rexam HTW Beverage Can (India) Limited, is first of its kind in India and it would benefit from the synergies of the JV Partners especially the technical and global best practices brought in by Rexam and the established capabilities of Hindustan Tin Works Limited in the domestic market. The JV is established to manufacture,

distribute and market two piece cans and this would provide a strategic advantage to the JV and its Partners. The JV Company has received very good response from the market. The JV Company is under the process of updating its capacity to over 400 million cans per annum which is expected to be completed by next year.

In order to meet the financial requirements of the JV, it was proposed to induct equity of around Rs. 75 crores. For maintaining same level of 49%, your Company had to contribute a huge investment. In view of the Companys fund position and its own growth plans, it was decided by the management not to invest any additional funds in JVC at this stage and thus Rexam (JV partner) had contributed the whole amount due to which your Companys share was reduced to 15%.

DIRECTORS

In terms of the provisions of Section 255 & 256 of the Companies Act, 1956 and Articles of Association of the Company. Mr. Ramesh Kumar Jain and Mr. M. K. Zutshi retire at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment.

Mr. Sudhir Sachdeva had resigned from the Board w.e.f. 30th July, 2009 and at his place Mr. Deepak Pahwa was appointed as an additional Director by the Board in its meeting held on 30th July, 2009. His appointment was affirmed by the shareholders in the Annual General Meeting of the Company held on 25th September, 2009.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 21 7 (2AA) of the Companies Act, 1956 with respect to directors responsibility statement, it is hereby confirmed that: -

(a) In the preparation of Annual Accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any.

(b) We have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year 2009-2010 and of the profit of the company for that period.

(c) We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting any possible fraud and other irregularities.

(d) We have prepared accounts on going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A report in the form of Management Discussion and Analysis pursuant to Clause 49 of the Listing Agreement, as a part of this report is annexed hereto as Annexure -1.

FIXED DEPOSITS

During the year under review, the company has not accepted any deposit under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

CORPORATE GOVERNANCE

A report on Corporate Governance, along with a certificate from the Statutory Auditors of the Company detailing the compliance of Corporate Governance norms as enumerated in clause 49 of the listing agreements with the Stock Exchanges, is annexed as Annexure - II.

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGERIAL PERSONNEL

The Company has laid down a code of conduct for the Board Members and Senior Managerial Personnel of the Company. All Board Members and Senior Managerial Personnel have affirmed compliance with the Code of Conduct for the year 2009-2010. A declaration by Mr. Sanjay Bhatia, Managing Director, as to the compliance of the Code of Conduct by the Board Members and Senior Managerial personnel has been placed before the Board at its meeting held on 4th August, 2010, is enclosed as Annexure-lll.

DISCLOSURES

The CEO and Chief Financial Officer (CFO) have furnished to the board in its meeting held on 4th August, 2010, a certificate with regard to the financial statements and other matters of the Company as on 31 st March 2010 as required under clause 49 of the listing agreement.

No penalty or stricture was imposed on the Company by any statutory authority for non-compliance on matter related to capital markets, during the last three years.

The Company is complying with all the mandatory requirements of the Listing agreement of Stock Exchanges on Corporate Governance.

AUDITORS

M/s.M. L. Puri & Co., Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received intimation to the effect that their re-appointment, if made would be within the prescribed limits under Section 224 (1 -B) of the Companies Act, 1956 and also that they are not otherwise disqualified within the meaning of Sub-Section (3) of Section 226 of the Companies Act, 1956, for such appointment.

PERSONNEL

Particulars of employees as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Rules, 1975 as amended, are set out below.

Employee. Title/ Qualification Age Experience Joining Grdss Previous

Name Designation (Years) Date Remuneration

Employment

Rs. and Designation

Sanjay Bhatia Managing B Com (Hons) 58 33 7th Aug 1992 36, 76,800/- Since 1st Oct, 1977

Director and LL.B as MD as CEO of Hindustan

Tin Works

Limited

PARTICULARS IN RESPECT OF CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

The information in accordance with the provisions of Clause (e) of Sub-Section (1) of Section 217 of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of the Directors Report for the year ended 31 st March, 2010 is given in Annexure - IV.

ACKNOWLEDGEMENT

The Board wishes to place on record with deep sense of satisfaction, their appreciation for the high degree of professionalism, commitment and dedication displayed by employees at all levels and the guidance, co- operation and assistance extended to the Company by its Bankers, Shareholders, Customers and Suppliers.

For & on behalf of Board

Place : New Delhi (SANJAY BHATIA)

Date : 4th August, 2010 Chairman & Managing Dire



 
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