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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Hisar Metal Industries Ltd.

Mar 31, 2025

Your Directors are pleased to present 35^th Annual Report and the Company''s audited financial statement for the financial year ended March 31, 2025.

FINANCIAL RESULTS

The Company''s financial performance for the year ended March 31, 2025 is summarized below:

(Rs. in Lakhs) FINANCIAL RESULTS 2024-25 2023-24
Sales/Others receipts	24556	24239
Profit before depreciation and Taxation	700	1064
Less: depreciation	273	228
Profit after depreciation	427	836
Less: Provision for Taxation
Current Year	106	236
Deferred Tax	4	-47
Previous Year Tax	-1	0
Profit after Taxation	318	647
Add: Profit brought forward	3670	3077
Profit available for appropriation	3988	3724
Dividend	54	54
Transfer To General Reserve	1500	-
Surplus carried to Balance Sheet	2434	3670

COMPANYâS BUSINESS GROWTH AND PROSPECTS

The total income for the current year has remained to Rs.24556 Lakhs as against previous year of Rs. 24239 Lakhs, whereas the profit after tax has remained to Rs. 318 Lakhs as against previous year of Rs. 647Lakhs.

DIVIDEND

Your Directors have recommended a dividend of 10% on share of face value of Rs. 10 each i.e. Rs. 1/- per share for the financial year ended on March 31, 2025.

SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2025 was Rs. 5,40,00,000/-. During the year under review the company has not issued any shares or convertible instruments.

TRANSFER TO RESERVES

Your Directors have recommended Rs. 1500 Lakhs for transfer to general reserve from accumulated profit. CHANGE IN NATURE OF BUSINESS

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

FIXED DEPOSITS

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

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In compliance with the provisions of Sections 124 and 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (''IEPF Rules'') as amended from time to time, the Company has deposited a sum of Rs. 76302/- into the specified bank account of the IEPF, Government of India, towards unclaimed/unpaid dividend amount for the financial year ended March 31, 2017.

As per the said Rules, the corresponding equity shares in respect of which Dividend remains unclaimed/unpaid for seven consecutive years or more, are required to be transferred to the Demat Account of the IEPF Authority. During the year under review, the Company has transferred 3305 underlying Equity Shares to the Demat Account of the IEPF Authority, in compliance with the aforesaid Rules

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loans or guarantees coved under the provisions of Section 186 of the Companies Act, 2013.

The details of the investments made by the Company, if any, are given in the notes to the financial statements. REVISION OF FINANCIAL STATEMENTS OR BOARDâS REPORT

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

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

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

The Policy on materiality of related party transactions may be accessed on the Company''s website at the link: http://www.hisarmetal.com

Your Directors draw attention of the members to Note 31 to the financial statement which sets out related party disclosures.

INTERNAL FINANCIAL CONTROL

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

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism & Whistle Blower Policy to report genuine concerns or grievances. The Vigil Mechanism & Whistle Blower Policy has been posted on the Company''s website at http://www. hisarmetal.com.

RISK MANAGEMENT

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

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

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

DIRECTORSâ RESPONSIBILITY STATEMENT

In accordance with Section 134 (5) of Companies Act, 2013 the Board of Directors confirms that:

a) in the preparation of the annual accounts for the year ended March 31, 2025 the applicable Indian accounting standards (IND-AS) read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

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

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

RELATED PARTY TRANSACTIONS

The Company has formulated a Policy on Related Party Transactions and manner of dealing with related party transactions which is available on the Company''s website. All related party transactions entered into during FY 2024-25 were on an arm''s length basis and in the ordinary course of business. No material related party transactions were entered into during the financial year by the Company. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2024-25.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr Mahabir Prasad Jindal (DIN-00049867) and Mr Karan Dev Tayal (DIN-00181214) Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for reappointment.

Further Mr. Neeraj Kumar Jindal (DIN: 00054885) & Mr. Pankaj Jindal (DIN: 00049921) have been appointed as Additional Directors designated as Non- Executive Non-Independent Director on the Board of the Company, with effect from August 10, 2024 and confirmed by shareholders in the Annual General Meeting held on 20/09/2024.

And Mr. Ritesh Mohan Jindal (DIN: 10507554), Mr. Parduman Kumar Sandhir (DIN: 10554370), Mr. Rajender Kumar Leekha (DIN: 03597751), Mr. Sanjay Kumar Jain (DIN: 02817520), Mr. Sandeep Garg (DIN: 10666936) and Mr. Sanjeev Goyal (DIN: -10673693) have been appointed as Additional Director designated as NonExecutive Independent Director on the Board of the Company to hold office of Independent Director for a term of five consecutive years commencing from August 10, 2024 to August 09, 2029 and confirmed by shareholders in the Annual General Meeting held on 20/09/2024.

Mr. Shital Parshad Jain (DIN-01844444) Independent Director of the Company, Mr. Sharat Jain (DIN-02846477) Independent Director of the Company, Mr. Anuj Kumar (DIN-02846580) Independent Director of the Company and Mr. Sajjan Singh (DIN-00081937) Independent Director of the Company have completed their terms on 23/09/2024. The Board conveyed thanks to them for their fruitful association with the company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All the Directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164 of the Companies Act, 2013. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. Further, declaration on compliance with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended by Ministry of Corporate Affairs ("MCA") Notification dated October 22, 2019, regarding the requirement relating to enrollment in the Data Bank created by MCA for Independent Directors, and had been received from all Independent Directors.

The Company has devised a policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the Non-Executive Directors and Executive Directors. The evaluation of all the Directors and the Board as whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance Report section in this Annual Report.

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

AUDIT COMMITTEE

The Audit Committee consists of three Directors, out of which two are the Independent Directors, namely Mr. Mr. Ritesh Mohan Jindal (Chairman), Mr. Rajender Kumar Leekha and Mrs. Anubha Tayal as other members. All the recommendations made by the Audit Committee were accepted by the Board. Other Details are disclosed in the Corporate Governance Report

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

BOARD AND COMMITTEE MEETINGS

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

STATUTORY AUDITORS

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

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

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed Ms Anju Jain, Practicing Company Secretary to undertake the Secretarial Audit of the Company for the financial year 2024-25. The Report of the Secretarial Audit Report for the financial year 2024-25 is annexed to this Board of Director''s Report as Annexure-C.

The Board of Directors has recommended the appointment of Ms Anju Jain, the Practicing Company Secretary having Certificate of Practice No. 2728,as the Secretarial Auditor of the Company, pursuant to the provisions of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 204 of the Companies Act, 2013 and rules made thereunder to carry out Secretarial Audit for consecutive 5 years ,i.e. from the FY.2025-26 to FY.2029-30. Written consent of the Secretarial Auditors and confirmation to the effect that they are eligible and not disqualified to be appointed as the Secretarial Auditors of the Company in the terms of the provisions of the Listing Regulations, the Companies Act, 2013 and the rules made there under is obtained.

COST RECORDS

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

COST AUDITORS

The Board has appointed M/s. Naveen Gupta & Co., Cost Accountants having Firm Registration No. 100920 with the Institute of Cost Accountants of India, as Cost Auditor of the Company for conducting Cost Audit of the Company for the financial year 2025-26.

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, on the recommendation of the Audit Committee, Ms. Ritu Aggarwal has appointed by the Board of Directors to conduct internal audit for the financial year 2025-26.

ANNUAL RETURN

As provided under Section 92(3) & 134(3)(a) of the Act, Annual Return for FY 2024-25 is uploaded on the website of the Company and can be accessed at https://www.hisarmetal.com/annual-returns.html

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

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

CORPORATE GOVERNANCE

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

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forms part of the Annual Report as Annexure F to the Board''s report.

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

Refer Annexure G.

COMPLIANCE OF GUIDELINES OF SEBI/STOCK EXCHANGE

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

SECRETARIAL STANDARDS OF ICSI

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

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

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company''s financial position have occurred between the end of the financial year and date of this report.

INDUSTRIAL RELATIONS

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

Policy on Sexual Harassment:

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the Financial Year 2024-25, there were no cases reported under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

GENERAL

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

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

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

3. Company does not have any subsidiary.

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

ACKNOWLEDGEMENT

The Board of Directors thanks and deeply acknowledge the co-operation, assistance and support provided by

all the stakeholders viz., workers, shareholders, bankers, customers, dealers, vendors, Government and

Regulatory agencies.

Mar 31, 2024

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

FINANCIAL RESULTS

The Company''s financial performance for the year ended March 31, 2024 is summarized below:

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

COMPANY''S BUSINESS GROWTH AND PROSPECTS

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

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

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

DIVIDEND

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

SHARE CAPITAL

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

TRANSFER TO RESERVES

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

CHANGE IN NATURE OF BUSINESS

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

FIXED DEPOSITS

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

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In compliance with the provisions of Sections 124 and 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (''IEPF Rules'') as amended from time to time, the Company has deposited a sum of Rs. 52875/- into the specified bank account of the IEPF, Government of India, towards unclaimed/unpaid dividend amount for the financial year ended March 31, 2015.

As per the said Rules, the corresponding equity shares in respect of which Dividend remains unclaimed/unpaid for seven consecutive years or more, are required to be transferred to the Demat Account of the IEPF Authority. During the year under review, the Company has transferred 1601 underlying Equity Shares to the Demat Account of the IEPF Authority, in compliance with the aforesaid Rules

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loans or guarantees coved under the provisions of Section 186 of the Companies Act, 2013.

The details of the investments made by the Company, if any, are given in the notes to the financial statements. REVISION OF FINANCIAL STATEMENTS OR BOARD''S REPORT

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

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

The Policy on materiality of related party transactions may be accessed on the Company''s website at the link: http://www.hisarmetal.com

Your Directors draw attention of the members to Note 27 to the financial statement which sets out related party disclosures.

INTERNAL FINANCIAL CONTROL

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

VIGIL MECHANISM/WHISTLE BLOWER POLICY

RISK MANAGEMENT

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

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

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with Section 134 (5) of Companies Act, 2013 the Board of Directors confirms that:

a) in the preparation of the annual accounts for the year ended March 31, 2024 the applicable Indian accounting standards (IND-AS) read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

RELATED PARTY TRANSACTIONS

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

(DIN-00081391) and Mr. Abhiram Tayal (DIN 00081453) Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible has offered herself/himself for re-appointment.

And Mr. Ritesh Mohan Jindal (DIN: 10507554), Mr. Parduman Kumar Sandhir (DIN: 10554370), Mr. Rajender Kumar Leekha (DIN: 03597751), Mr. Sanjay Kumar Jain (DIN: 02817520), Mr. Sandeep Garg (DIN: 10666936) and Mr. Sanjeev Goyal (DIN: 10673693) have been appointed as Additional Director designated as NonExecutive Independent Director on the Board of the Company to hold office of Independent Director for a term of five consecutive years commencing from August 10, 2024 to August 09, 2029 subject to approval of shareholders.

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

AUDIT COMMITTEE

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

Corporate Social Responsibility (CSR) Committee:

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

- Mr Shital Parshad Jain, Independent Director as Chairman

- Mr Sajjan Singh, Member

- Mrs Anubha Tayal, Member

*RECONSTITUTION OF COMMITTEES

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

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

BOARD AND COMMITTEE MEETINGS

STATUTORY AUDITORS

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

SECRETARIAL AUDITORS

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

The Secretarial Audit Report for financial year 2023-24 forms part of the Annual Report as Annexure-C to the Board''s report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

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

COST RECORDS

COST AUDITORS

INTERNAL AUDITORS

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

ANNUAL RETURN

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

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

CORPORATE GOVERNANCE

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

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

Refer Annexure G.

COMPLIANCE OF GUIDELINES OF SEBI/STOCK EXCHANGE

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

SECRETARIAL STANDARDS OF ICSI

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

INDUSTRIAL RELATIONS

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

Policy on Sexual Harassment:

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

GENERAL

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

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

3. Company does not have any subsidiary.

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

ACKNOWLEDGEMENT

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

Mar 31, 2018

Dear Members,

The Directors are pleased to present 28^thAnnual Report and the Companyâs audited financial statement for the financial year ended March 31, 2018.

FINANCIAL RESULTS

The Companyâs financial performance for the year ended March 31, 2018 is summarized below:

(Rs. in Lakhs)

FINANCIAL RESULTS	2017-18	2016-17
Sales/Others receipts	23488.33	18074.07
Profit before depreciation and Taxation	913.07	564.92
Less: depreciation	184.34	181.57
Profit after depreciation	728.73	383.35
Less: Provision for Taxation
Current Year	237.07	111.33
Deferred Tax	2.48	12.92
Previous Year Tax	(7.22)	(4.66)
Profit after Taxation	496.40	263.76
Add: Profit brought forward	662.07	463.30
Profit available for appropriation	1158.47	727.06
Dividend & Tax on dividend	65.10	64.99
Surplus carried to Balance Sheet	1093.37	662.07

COMPANYâS BUSINESS GROWTH AND PROSPECTS

The total income for the current year has increased to Rs.23488.33 Lakhs from Rs. 18074.07 Lakhs in the previous year, whereas the profit after tax has increased from Rs. 263.76 Lakhs to Rs. 496.40 Lakhs .

DIVIDEND

Your Directors have recommended a dividend of 10% on share of face value of Rs. 10 each i.e. Re. 1/- per share for the financial year ended on March 31, 2018.

TRANSFER TO RESERVES

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

FIXED DEPOSITS

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loans or guarantees coved under the provisions of Section 186 of the Companies Act, 2013.

The details of the investments made by the Company, if any, are given in the notes to the financial statements.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

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

The Policy on materiality of related party transactions may be accessed on the Companyâs website at the link: http://www.hisarmetal.com

Your Directors draw attention of the members to Note 27 to the financial statement which sets out related party disclosures.

INTERNAL FINANCIAL CONTROL

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

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy to report genuine concerns or grievances. The Whistle Blower Policy has been posted on the Companyâs website at http: //www .hisarmetal .com.

RISK MANAGEMENT

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

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

DIRECTORSâ RESPONSIBILITY STATEMENT

In accordance with Section 134 (5) of Companies Act, 2013 the Board of Directors confirms that:

a) in the preparation of the annual accounts for the year ended March 31, 2018 the applicable Indian accounting standards (IND-AS) read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Association of the Company, Mrs. Anubha Tayal (DIN-00081391), Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible has offered herself for re-appointment.

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

During the year Mr Pardeep Nandal , Company Secretary, has resigned from the company on 7^th October, 2017. Mr Vishesh Kumar Chugh has been appointed as Company Secretary & Compliance officer on 14^th November, 2017.

AUDIT COMMITTEE

MEETINGS OF THE BOARD

Four meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance in this Annual Report.

STATUTORY AUDITORS

M/s. Arun Naresh & Co., Chartered Accountants, were appointed as Statutory Auditor of the Company at 27^th Annual General Meeting held on September 27, 2017 to hold office till the conclusion of the 32nd Annual General Meeting.

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

SECRETARIAL AUDITORS

M/s. Rajesh Garg & Co., Practicing Company Secretary, was appointed by the Board on 29/05/2017 as Secretarial Auditor, to conduct the Secretarial Audit of the Company for the financial year 2017-18. But they have tendered their resignation on 31/01/2018. Thereafter Ms Anju Jain, the Practicing Company Secretary was appointed by the Board on 12/02/2018 as Secretarial Auditor, to conduct the Secretarial Audit of the Company for the financial year 2017-18.

The Secretarial Audit Report for financial year 2017-18 forms part of the Annual Report as Annexure-C to the Boardâs report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Board has appointed Ms Anju Jain, Practicing Company Secretary, as Secretarial Auditor of the Company for the financial year 2018-19 also.

COST RECORDS

COST AUDITORS

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure D to this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

CORPORATE GOVERNANCE

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

MANAGEMENTâS DISCUSSION AND ANALYSIS REPORT

Managementâs Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forms part of the Annual Report as Annexure G to the Boardâs report.

COMPLIANCE OF GUIDELINES OF SEBI/STOCK EXCHANGE

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

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

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Companyâs financial position have occurred between the end of the financial year and date of this report.

INDUSTRIAL RELATIONS

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

GENERAL

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

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

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

3. Company does not have any subsidiary.

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

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There is no women employee in the company.

ACKNOWLEDGEMENT

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

For and on behalf of the Board of Directors

Date: August 11, 2018 (Abhiram Tayal) (Karan Dev Tayal)

Place: Hisar Managing Director Whole-time Director

DIN:00081453 DIN:00181214

Mar 31, 2015

Dear Members,

Your Directors are pleased to present 25thAnnual Report and the Company's audited financial statement for the financial year ended March 31, 2015.

FINANCIAL RESULTS

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

2014-15 2013-14

Sales/Others receipts 22395.42 21166.55

Profit before depreciation and Taxation 356.06 434.12

Less: depreciation 150.69 264.45

Profit after depreciation 205.37 169.67

Less: Provision for Taxation

Current Year 73.09 89.71

Deferred Tax (5.73) (34.70)

Previous Year Tax 5.15 (8.71)

Profit after Taxation 132.86 123.37

Add: Profit brought forward 378.54 297.29

Profit available for appropriation 511.40 420.66

Dividend & Tax on dividend 43.53 42.12

Surplus carried to Balance Sheet 467.87 378.54

*Amounts are in lacs.

COMPANY'S BUSINESS GROWTH AND PROSPECTS

The total income from operations (net of excise) for the current year has been increased to 22395.42 lacs from 21166.55 lacs in the previous year. Moreover the Profits after tax have shown a growth from 123.36 lacs to 132.86 lacs this year.

DIVIDEND

Your Directors have recommended a dividend of 10% on share of face value of Rs. 10 each i.e. Re. 1/- per share for the financial year ended on March 31, 2015.

TRANSFER TO RESERVES

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

FIXED DEPOSITS

Your Company has not accepted any deposit within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rule, 2014. Company has repaid all deposit accepted as per the Companies Act, 1956, and rule prescribed thereunder with compliance of the Companies Act, 2013, and the rule prescribed thereunder with interest thereof by March, 31, 2015.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loans or guarantees coved under the provisions of Section 186 of the Companies Act, 2013.

The details of the investments made by the Company are given in the notes to the financial statements.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

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

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: http://www.hisarmetal.com/ index.php?option=com_content&view=article&id=1&Itemid=102

Your Directors draw attention of the members to Note 27 to the financial statement which sets out related party disclosures.

INTERNAL FINANCIAL CONTROL

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

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower to the Manager/Supervisor or to the Chairman of the Audit Committee. The Policy on vigil mechanism/whistle blower policy may be accessed on the Company's website at the link: http://www.hisarmetal.com/index.php?option=com_content&view= article&id=12&Itemid=115

RISK MANAGEMENT POLICY

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in:

a) Oversee and implementing the Company's risk management and internal control systems; and

b) Overseeing that all the risks that the organization faces such as strategic, financial, operational, regulatory and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. A Risk Management Policy was reviewed and approved by the Board on recommendation of the Committee.

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

ADD NEW PRODUCT RAGE AND START NEW PLANT

The Board of Directors of the Company in its meeting held on May 30, 2015, have decided to add new product range to manufacture and sell stainless steel circle, tube & pipes at the existing plant and also decided to start new business of stainless steel tubes & pipes at its new plant in Hisar.

DIRECTORSÂ RESPONSIBILITY STATEMENT

In accordance with Section 134 (5) of Companies Act, 2013, the Board of Directors confirms that:

a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

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

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Association of the Company, Mrs. Anubha Tayal, Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible has offered herself for re-appointment.

During the year under review, the members approved the appointments of Mr. Karan Dev Tayal as a Non- Executive Non-Independent Director who is liable to retire by rotation and of Mr. Shital Parshad Jain, Mr. Shart Jain, Mr. Sajjan Singh, Mr. Anuj Kumar and Mr. Krishan Kumar Jain as Independent Directors who are not liable to retire by rotation. The members have also re-appointed Mr. Abhiram Tayal as the Managing Director.

Mr. Radhey Shyam Bansal, G.M. Finance was re-designated as Chief Financial Officer of the Company, by the Board of Directors in its meeting held on August 12, 2014, with effect from August 12, 2014.

Mr. Abhishek Kapoor, the Company Secretary of the Company was resigned with effect from November 19, 2014, and Mr. Pardeep Nandal was appointed as the Company Secretary of the Company, by the Board of Directors with effect from January 02, 2015, in its meeting held on January 2, 2015.

During the year under review, due to personal reasons Mr. Ganesh Dutt and Mr. Krishan Kumar Jain, Independent Directors of the Company, have resigned from the Company. The Board placed on record its appreciation for the valuable services rendered by Mr. Ganesh Dutt and Mr. Krishan Kumar Jain during their tenure with the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the listing agreement with the Stock Exchanges. None of the Independent Directors are due for re-appointment.

The Company has devised a policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the Non-Executive Directors and Executive Directors. The evaluation of all the Directors and the Board as whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance Report section in this Annual Report.

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

CORPORATE GOVERNANCE

Your Company has complied with all the provisions of Clause 49 of the listing agreements with the Stock Exchanges. A separate report on Corporate Governance along-with Auditors' certificate in this regard forms part of the Annual Report as Annexure F to the Board's report.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the listing agreement with the Stock Exchanges in India, is presented in a separate section forms part of the Annual Report as Annexure G to the Board's report.

COMPLIANCE OF GUIDELINES OF SEBI/STOCK EXCHANGE

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

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

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and date of this report.

INDUSTRIAL RELATIONS

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

GENERAL

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

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

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

3. Company has not any subsidiary Company. Neither the Managing Director nor the Whole-time Director of the Company receive any remuneration or commission from any of its subsidiaries.

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

5. The Company does not require to constitute Corporate Social Responsibility and Governance Committee, hence no CSR Committee was constituted during the financial year.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

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

For and on behalf of the Board of Directors

Date: August 12, 2015 Sd/- Place: Hisar (M.P.Jindal) Chairman

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting before you 24thAnnual Report together with Audited Statement of Account of the Company for the year ended March 31, 2014.

FINANCIAL RESULTS 2013-14 2012-13

Sales/Others receipts 21166.55 20245.15

Profit before depreciation and taxation 434.11 273.85

Less : Depreciation 264.45 256.18

Profit after depreciation 169.67 17.67

Less : Provision for Taxation Current Year 89.71 29.59

Deferred Tax (34.70) (14.17)

Previous Year Tax (8.71) 1.10

Profit after Taxation 123.36 1.15

Add : Profit brought forward 297.29 337.99

Profit available for appropriation 420.66 339.13

Dividend & Tax on dividend 42.12 41.84

Surplus carried to Balance Sheet 378.54 297.29

DIVIDEND

The Board of Directors has recommended a dividend of 10% on share of face value of Rs. 10 each i.e. Rs. 1/- per share for the financial year ended on March 31,2014.

COMPANY''S BUSINESS GROWTH AND PROSPECTS

The total income from operations (net of excise) for the current year has been increased to 21166.55 lacs from 20245.15 lacs in the previous year. Moreover the Profits after tax have shown a remarkable growth from 1.15 lacs to 123.36 lacs this year.

FIXED DEPOSITS

There was no fixed deposit with the Company that matured and remained unpaid at the end of the year. PARTICULARS OF THE EMPLOYEES

There was no such employee of the Company who is covered under the provision of Section 217 (2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO

The particulars prescribed by the Companies (Disclosures of Particulars in the Report of the Board of the Directors) Rules, 1988 are given in Annexure A which forms part of this report.

COMPLIANCE OF GUIDELINES OF SEBI/STOCK EXCHANGE

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

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with Section 217 (2AA) of Companies Act, 1956, the Board of Directors confirms that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along-with proper explanation relating to material departures.

b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of this financial year and of the Profit of the Company for the year.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and

d) The Directors have prepared the annual accounts ongoing concern basis.

DIRECTORS

Mr. Ganesh Dutt, an independent director of the Company, has resigned from the Company in the Board Meeting held on May 29, 2014 with immediate effect. The Board of Directors in its meeting held on August 12, 2014, has appointed Mr. Krishan Kumar Jain (DIN 06870291), as an Independent Director to fill the vacancy cause by resignation of Mr. Ganesh Dutt and decided to recommend appointment of Mr. Jain as an Independent Director of the Company not liable to retire by rotation in the ensuing Annual General Meeting from September 24, 2014 to September 23, 2019.

As required under the provisions of Companies Act, 2013, Mr. Shital Parshad Jain, Mr. Sajjan Singh, Mr. Sharat Jain and Mr. Anuj Kumar are proposed to be re-appointed as Independent Directors of the Company, not liable to retire by rotation, in this ensuing Annual General Meeting for a period from September 24, 2014 to September 23, 2019.

Mr. Karan Dev Tayal, the Non-Executive and Non-Independent Director, retires by rotation in ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Further the tenure of Mr. Abhiram Tayal as Managing Director of the Company is due to expire on February 13, 2015 therefore the Board of Directors decided to recommend his appointment at the ensuing Annual General Meeting to the shareholders of the Company for a period of five years with effect from February 14, 2015, on the terms and conditions recommended by the Nomination and Remuneration Committee.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report, as required under Clause 49(IV) (F) of Listing Agreement with the Stock Exchange, is enclosed in Annexure C.

CORPORATE GOVERNANCE

Your Company has complied with all the provisions of Clause 49 of the Listing Agreements with the Stock Exchanges. A separate report on Corporate Governance along-with Auditors'' certificate in this regard forms part of this report as Annexure B is attached herewith.

AUDITORS

The Auditors of the Company M/s. Ram Sanjay & Company, Chartered Accountants having Firm Registration no. 021670N with the Institute of Chartered Accountants of India, will retire at the conclusion of ensuing Annual General Meeting (AGM) and have confirmed their eligibility and willingness to accept the office of the Auditors, if reappointed. Further the Audit Committee has also recommended the appointment of M/s. Ram Sanjay & Company as Statutory Auditors of the Company from the conclusion of ensuing AGM till the conclusion of the third consecutive AGM of the Company.

COST AUDITORS

The Company has appointed M/s. Naveen Gupta & Company, Cost Accountants having Firm Registration no. 100920 with the Institute of Cost Accountants of India, for conducting Cost Audit of the Company for the financial year 2014-15. In terms of the Companies (Cost Accounting Records and Compliance) Rules, 2011, Cost Audit Report for the year ended on March 31, 2013 was filed on November 19, 2013, however due date for filing the same was September 30, 2013.

INSURANCE

The properties and assets of the Company to the extent required are adequately insured. ACKNOWLEDGEMENT

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

For and on behalf of the Board of Directors Sd/- Date: August 12, 2014 (M.PJindal) Place: Hisar Chairman

Mar 31, 2013

To The Members of Hisar Metal Industries Limited

The Directors have pleasure in presenting before you 23rd Annual Report together with Audited Statement of Account of the Company for the year ended 31st March, 2013.

1. FINANCIAL RESULTS

2012-13 2011-12

Sales/Other receipts 2024514940 1977783035

Profit before depreciation and Taxation 27385117 28819988

Less : depreciation 25618219 25417450

Profit after depreciation 1766898 3402538

Less : Provision for Taxation

Current Year 2959062 3875681

Deferred Tax (1417096) (2365092)

Previous Year Tax 110260 46020

Profit after Taxation 114672 1845929

Add profit brought forward 33798780 36136861

Profit available for appropriation 33913452 37982790

Dividends Tax on dividend 4184010 4184010

Surplus carried to Balance Sheet 29729442 33798780

2. DIVIDEND

The Directors recommend a dividend of 10% (Rs. 1/- per share) per annum for the year ended 31st March, 2013.

3. COMPANY''S BUSINESS GROWTH AND PROSPECTS

During the financial year the sale & other receipts (net of excise) of the company increased to Rs. 202.45 crore from 197.79 crore in the previous year. The PAT has gone down to Rs. 1.15 lac from Rs. 18.46 lac in the previous year mainly due to market competition.

4. FIXED DEPOSITS

There was no such fixed deposit with the Company as matured and remained unpaid at the end of the year.

5. PARTICULARS OF THE EMPLOYEES

None of the employees of the Company is covered under the provision of Section 217 (2A) of the Companies Act, 1956.

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

The particulars prescribed by the Companies (Disclosures of Particulars in the Report of the Board of the Directors) Rules, 1988 are given in Annexure which forms part of Directors Report.

7. COMPLIANCE OF GUIDELINES OF SEBI/STOCK EXCHANGE

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

8. DIRECTORS'' RESPONSIBILITY STATEMENT

As required pursuant to the Companies (Amendment) Act, 2000, the Board of Directors confirm as under:

a) That in the preparation of the annual accounts, the applicable accounting standards have 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 of the Company for that year.

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

d) That the Directors had prepared the annual accounts on going concern basis.

9. DIRECTORS

Smt. Anubha Tayal, Mr. M. P. Jindal and Mr. Anuj Kumar being the longest in office retire in this meeting and being eligible, offers themselves for re-appointment.

10. CORPORATE GOVERNANCE

Your Company has in all material aspects complied with the conditions of Corporate Governance as contained in Clause 49 of the Listing Agreement. A separate report each on Corporate Governance and management discussion and analysis along-with Auditors certificate is given elsewhere in this report as Annexure and forming part of this report.

11. AUDITORS

The Auditors of the Company M/s Ram Sanjay & Company, Chartered Accountants, Hisar retire at the conclusion of ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Necessary Certificate pursuant to section 224(1 B) of the Companies Act, 1956 has been obtained from the Auditors.

12. COST AUDITORS

The Central Government has approved the appointment of M/s Naveen Gupta & Company, Chartered Accountants, Delhi as Cost auditor for conducting Cost Audit of the Company for the financial year 2012-13.

13. INSURANCE

The properties and assets of the Company to the extent required are adequately insured.

14. ACKNOWLEDGEMENT

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

Registered Office : For and on behalf of the Board of Directors

Near Industrial Development

Colony, Delhi Road,

Hisar - 125 005 (Haryana)

(M. P. JINDAL)

Dated : 31 st May, 2013 CHAIRMAN

Mar 31, 2012

To The Members of Hisar Metal Industries Limited

The Directors have pleasure in presenting before you 22nd Annual Report together with Audited Statement of Account of the Company for the year ended 31st March, 2012.

1. PARTICULARS

2011-12 2010-11

Sales and Other receipts (Net of excise duty) 1,97,77,83,035 1,45,52,28,532

Profit before depreciation and Taxation 2,88,19,988 3,17,61,063

Less: depreciation 2,54,17,450 2,38,58,278

Profit after depreciation 34,02,538 79,02,785

Less:Provision for Taxation Current Year 38,75,681 37,45,177

Deferred Tax (23,65,092) (10,87,693)

Previous Year Tax 46,020 (83,936)

Profit afterTaxation 18,45,929 53,29,237

Add profit brought forward 3,61,36,861 3,49,91,634

Profit available for appropriation 3,79,82,790 4,03,20,871

Dividend&Tax on dividend 41,84,010 41,84,010

Surplus carried to Balance Sheet 3,37,98,780 3,61,36,861

2. DIVIDEND

The Directors recommend a dividend of 10% per annum for the year ended 31 st March, 2012.

3. COMPANY'S BUSINESS GROWTHAND PROSPECTS

The company has been showing good performance. The turnover has increased from Rs. 15926 Lac to Rs. 21625 Lac showing a growth of 36%. The PAT has gone down from Rs. 53.29 Lac to Rs. 18.46 Lac mainly on account of higher input cost and higher depreciation.

4. FIXED DEPOSITS

There was no such fixed deposit with the Company as matured and remained unpaid at the end of the year.

5. PARTICULARS OF THE EMPLOYEES

None of the employees of the Company is covered under the provision of Section 217 (2A) of the Companies Act, 1956.

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

The particulars prescribed by the Companies (Disclosures of Particulars in the Report of the Board of the Directors) Rules, 1988 are given inAnnexure which forms part of Directors Report.

7. COMPLIANCE OF GUIDELINES OF SEBI/STOCK EXCHANGE

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

8. DIRECTORS' RESPONSIBILITY STATEMENT

As required pursuant to the Companies (Amendment) Act, 2000, the Board of Directors confirm as under:

a) That in the preparation of the annual accounts, the applicable accounting standards have 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 of the Company for that year.

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

d) That the Directors had prepared the annual accounts on going concern basis.

9. DIRECTORS

Mr. Rahul DevTayal, Mr. Sharat Jain and Mr. Ganesh Dutt being the longest in office retire in this meeting and being eligible, offers themself for re-appointment.

10. CORPORATE GOVERNANCE

Your Company has in all material aspects complied with the conditions of Corporate Governance as contained in Clause 49 of the Listing Agreement. A separate report each on Corporate Governance and management discussion and analysis along-with Auditors certificate is given elsewhere in this report as Annexure and forming part of this report.

11. AUDITORS

The Auditors of the Company M/s Ram Sanjay & Company, Chartered Accountants, Hisar retire at the conclusion of ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Necessary Certificate pursuant to section 224(1 B) of the Companies Act, 1956 has been obtained from the Auditors.

12. COST AUDITORS

The Company has approved the appointment of M/s Naveen Gupta & Company, Cost Accountants, as Cost Auditor for conducting Cost Audit of the Company for the financial year 2011-12

13. INSURANCE

The properties and assets of the Company to the extent required are adequately insured.

14. ACKNOWLEDGEMENT

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

Registered Office : For and on behalf of the Board of Directors

Near Industrial Development Colony,

Delhi Road, Hisar - 125 005 (Haryana) (M. P. JINDAL)

Dated : 27th August, 2012 CHAIRMAN

Mar 31, 2010

The Directors have pleasure in presenting before you 20th Annual Report together with Audited Statement of Account of the Company for the year ended 31st March, 2010.

(Rs. In Lac)

1. FINANCIAL RESULTS 2009-10 2008-09

Sales/Other receipts 16099.85 13020.44

Profit before depreciation and Taxation 557.17 198.12

Less: depreciation 198.62 156.17

Profit after depreciation 358.55 41.95

Less : Provision for Taxation

Current Year (MAT) 64.81 33.66

MAT Credit Entitlement (8.24) -

Fringe Benefit Tax - 1.40

Deferred Tax 69.46 (19.68)

Previous Year Tax - (0.42)

Profit after Taxation 232.52 26.99

Add profit brought forward 159.38 174.51

Profit available for appropriation 391.90 201.50

Dividend/Tax on dividend 41.98 42.12

Transfer to General Reserve - -

Surplus carried to Balance Sheet 349.92 159.38

2. DIVIDEND

The Directors recommend a dividend of 10% per annum for the year ended 31st March, 2010.

3. COMPANYS BUSINESS GROWTH AND PROSPECTS

The Company has been consistently showing better performance. The production has increased by 57% to 13351 M.T. The turnover has increased by 25% to Rs16058 Lac. The increase in PBT and PAT is very attractive. The PBT has increased by 755% to Rs.359 Lac and PAT has increased by 762% to Rs.233 Lac. We wish to repeat this growth in the coming financial year too.

4. FIXED DEPOSITS

There was no such fixed deposit with the Company as matured and remained unpaid at the end of the year.

5. PARTICULARS OF THE EMPLOYEES

None of the employees of the Company is covered under the provision of Section 21 / {zk) of the Companies Act, 1956.

6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO

The particulars prescribed by the Companies (Disclosures of Particulars in the Report of the Board of the Directors) Rules, 1988 are given in Annexure which forms part of Directors Report.

7. COMPLIANCE OF GUIDELINES OF SEBI/STOCK EXCHANGE

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

8. DIRECTORS RESPONSIBILITY STATEMENT

As required pursuant to the Companies (Amendment) Act, 2000, the Board of Directors confirm as under:

a) That in the preparation of the annual accounts, the applicable accounting standards have 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 of the Company for that period.

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

d) That the Directors had prepared the annual accounts on going concern basis.

9. DIRECTOR

Smt. Anubha Tayal and Shri M.P. Jindal being the longest in office retires in this meeting and bjeing eligible, offers themself for re-appointment. Mr. Sharat Jain, Mr. Ganesh Dutt and Mr. Anuj Kumar who were appointed as the additional directors of the Company are to be appointed as the directors of the Company liable to retire by rotation under section 255 of the Companies Act, 1956. The Company has received notice under section 257 from shareholders signifying their intention to propose the name of Mr. Sharat Jain, Mr. Ganesh Dutt and Mr. Anuj Kumar as the directors liable to retire by rotation.

10.CORPORATE GOVERNANCE

Your Company has in all material aspects complied with the conditions of Corporate Governance as contained in Clause 49 of the Listing Agreement. A separate report each on Corporate Governance and management discussion and analysis along-with Auditors certificate is given elsewhere in this report as Annexure and forming part of this report.

11. AUDITORS

The Auditors of the Company M/s Ram Sanjay & Company, Chartered Accountants, Hisar retires at the conclusion of ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Necessary Certificate pursuant to section 224(1 B) of the Companies Act, 1956 has been obtained from the Auditors.

12. INSURANCE

The properties and assets of the Company to the extent required are adequately insured.

13. ACKNOWLEDGEMENT

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

For and on behalf of the Board of Directors

Registered Office

Near Industrial Development Colony,

Delhi Road, Hisar - 1.25 005 (Haryana) (M.P.JINDAL)

Dated :31st May, 2010 CHAIRMAN

Mar 31, 2009

The Directors have pleasure in presenting before you 19,h Annual Report together with Audited Statement of Account of the Company for the year ended 31st March, 2009.

(Rs. In Lacs)

1. FINANCIAL RESULTS 2008-09 2007-08

Sales/Other receipts 13020.44 17287.48

Profit before depreciation and Taxation 198.12 313.61

Less : depreciation 156.17 155.77

Profit after depreciation 41.95 157.84

Less : Provision for Taxation

Current Year 33.66 56.83

Fringe Benefit Tax 1.40 1.24

Deferred Tax (19.67) (15.56)

Previous Year Tax (0.42) 1.03

Profit after Taxation 26.98 114.30

Add profit brought forward 174.51 402.33

Profit available for appropriation 201.49 516.63

Dividend/Tax on dividend 42.12 42.12

Transfer to General Reserve --- 300.00

Surplus carried to Balance Sheet 159.37 174.51

2. DIVIDEND

The Directors recommend a dividend of 10% per annum for the year ended 31st March, 2009.

3. COMPANYS BUSINESS GROWTH AND PROSPECTS

This year the performance is not good although satisfactory. The production is down by 9% and the Sales in terms of quantity by 11%.The Sales in terms of value is down by 25% approx. to Rs.13020 lacs and the result is that the PBT and PAT both are down by 73% to Rs.41.95 and 76% to Rs.26.98 lacs respectively. The main reasons are price fluctuation in the raw material throughout the year causing lower demand of our finished product, lower export demand and poor availability of power throughout the year. We hope to do better in the coming financial year.

4. FIXED DEPOSITS

There was no such fixed deposit with the Company as matured and remained unpaid at the end of the year.

5. PARTICULARS OF THE EMPLOYEES

None of the employees of the Company is covered under the provision of Section 217 (2A) of the Companies Act, 1956.

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

The particulars prescribed by the Companies (Disclosures of Particulars in the Report of the Board of the Directors) Rules, 1988 are given in Annexure which forms part of Directors Report.

7. COMPLIANCE OF GUIDELINES OF SEBI/STOCK EXCHANGE

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

8. DIRECTORS RESPONSIBILITY STATEMENT

As required pursuant to the Companies (Amendment) Act, 2000, the Board of Directors confirm as under:

a) That in the preparation of the annual accounts, the applicable accounting standards have 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 of the Company for that period,

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

d) That the Directors had prepared the annual accounts on going concern basis.

9. DIRECTOR

Shri Sajjan Singh being the longest in office retires in this meeting and being eligible, offers himself for re- appointment. Mr. Karan Dev Tayal and Mr. Rahul Dev Tayal who were appointed as the additional directors of the Company are to be appointed as the directors of the Company liable to retire by rotation under section 255 of the Companies Act, 1956. The Company has received notice under section 257 from shareholders signifying their intention to propose the name of Mr. Karan Dev Tayal and Mr. Rahul Dev Tayal as the directors liable to retire by rotation.

10. CORPORATE GOVERNANCE

Your Company has in all material aspects complied with the conditions of Corporate Governance as contained in Clause 49 of the Listing Agreement. A separate report each on Corporate Governance and management discussion and analysis along-with Auditors certificate is given elsewhere in this report as Annexure and forming part of this report.

11. AUDITORS

The Auditors of the Company M/s Ram Sanjay & Company, Chartered Accountants, Hisar retires at the conclusion of ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Necessary Certificate pursuant to section 224{1B) of the Companies Act, 1956 has been obtained from the Auditors.

12. INSURANCE

The properties and assets of the Company to the extent required are adequately insured.

13. ACKNOWLEDGEMENT

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

For and on behalf of the Board of Directors

Registered Office :

Near Industrial Development Colony,

Delhi Road, Hisar- 125005 (Haryana) (M. P. JINDAL)

Dated: 30rh June, 2009 CHAIRMAN

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