HINDUSTAN WIRES LIMITED DIRECTORS’ REPORT

TO THE MEMBERS

The Directors present their Annual Report together with Audited Financial Statements of the Company for the year ended on 31^st March, 2018

FINANCIAL RESULTS

The Results are summarized below: (Rs. In Lacs)

OPERATIONS & GENERAL REVIEW

During the year, the revenue from operations including income from financing activities for the current year is Rs. 712.70 Lakhs as against Rs. 676.81 Lakhs in the previous year. During the year, in the business of Gas re-filling station, gross sales were at Rs. 542.67 Lakhs as against Rs. 523.64 Lakhs in the previous year. Further during the year, the Company has earned interest amounting to Rs. 172.05 Lakhs as against Rs. 183.67 Lakhs in the previous year from its financing activities. In addition the Company has also earned other income of Rs. 310.42 Lakhs (including increase in fair value of investment amounting to Rs. 190.06 Lakhs) as against Rs. 165.68 Lakhs (including increase in fair value of investment amounting to Rs. 49.07 Lakhs) in the preceding year mainly on account of receipt of Rent, Storage charges and income from providing Business Support Services etc.

DIVIDEND

In view of accumulated losses, (before considering the increase in fair value of investments and other adjustments which has been done under IND-AS which are unrealized gains), your Directors do not recommend any dividend for the year ended 31^st March, 2018 as a matter of prudent financial policy.

STATE OF COMPANY AFFAIR

During the year the Company carried on its activities in manufacturing and trading in Industrial Gases and also undertaken financing and investment activities. The Company also earned income from Rent and from providing Business Support Services. The Company has well equipped re-filling station to process and fill different types of gases in cylinders and all safety measures are in place. The net profit during the year is Rs. 277.48 Lakhs as against previous year profit of Rs. 173.70 Lakhs. The net profit carried to balance sheet is Rs. 277.48 Lakhs.

There were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and its future operations.

PUBLIC DEPOSITS

The Company has not accepted any Public Deposits covered under chapter V of the Companies Act, 2013.

TRADING IN SHARES OF THE COMPANY

During the year, the equity shares of the Company continued to trade at the Stock Exchange of BSE Ltd.

DEPOSITORY SERVICES FOR EQUITY SHAREHOLDERS OF THE COMPANY

The Central Depository Services (India) LTD. (CDSL) and National Securities Depository Limited (NSDL) have accepted the Equity Shares of the Company for DEMAT vide ISIN No. INE075C01010, hence the members of the Company are advised to avail of the Depository Services.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Mrs. Pooja Jhaver (DIN 02109201) a Director of Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for re-appointment.

Mr. Krishna Murari Lal, Mr. Jagdish Saran Baijal and Mr. Gobind Ram Goenka all three Directors of the Company have attained the age of more than 75 years. In view of the amendment in the SEBI Listing Regulations, 2015, no Director who has attained the age of 75 years can be appointed or can continue as a Director after 01^st April, 2019 unless approval of members is taken by a Special Resolution. Consequently approval of the members of the Company is required by a Special Resolution for continuation of their Directorship on the Board of the Company. Considering their vast experience and knowledge, it is in the interest of the Company to retain them on the Board of the Company. Accordingly the members of the Company are requested to consider and approve their continuation of Directorship on the Board of the Company at its forthcoming Annual General Meeting.

During the year, there is no change in the Key Managerial Personnel of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors Mr. Krishna Murari Lal & Mr. Jagdish Saran Baijal have given their declaration that they continue to meet the criteria of Independence as laid down U/s 149 (6) of the Companies Act, 2013.

DIRECTORS' RESPONSIBILITY STATEMENT

In compliance of Section 134 (5) of the Companies Act, 2013, your Directors, on the basis of representations of the management, confirm that:

i) In the preparation of the annual accounts for the year ended 31^st March, 2018, the applicable accounting standards have been followed;

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review;

iii) 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;

iv) The directors have prepared the annual accounts on a 'going concern' basis; and

v) 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;

vi) 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.

MEETINGS OF THE BOARD

During the financial year ended 31^st March, 2018, four Board Meetings were held i.e. on 30^th May, 2017, 12^th Sep, 2017, 8^th Dec, 2017, 14^th Feb, 2018.

AUDIT COMMITTEE

The Audit Committee of the Board of Directors oversees the financial statements and financial reporting before submission to the Board on quarterly and yearly basis. The Audit Committee is responsible for the recommendation of the appointment, remuneration, performance and oversight of the work of the Internal and Statutory Auditors. It reviews the reports of the internal auditors and statutory auditors.

At present, there are Four members of the Audit Committee, out of which two are Independent Directors.

The composition of the Audit Committee is given below:

During the year Four Audit Committee Meetings were held on 30^th May, 2017, 12^th Sep, 2017, 8^th Dec, 2017, 14^thFeb, 2018.

NOMINATION & REMUNERATION COMMITTEE (NRC)

The Company is having a Nomination & Remuneration Committee which was constituted pursuant to the provisions of Section 178 of the Companies Act, 2013. The functions of this Committee include identification of persons who are qualified to become directors or who may be appointed in senior management, formulation of criteria for determining qualifications, positive attributes, independence, recommendations of their appointments to the Board, evaluation of every director's performance, formulation of Remuneration Policy to include recommendation of remuneration for directors, key managerial personnel and senior management.

At present, there are Four members of the Nomination & Remuneration Committee (NRC), in which two are Independent Directors. The composition of the NRC is given below:

The Policy of the Company relating to the remuneration for the Directors, Key Managerial Personnel and other employees is annexed as Annexure A.

PARTICULARS OF EMPLOYEES & REMUNERATION

Disclosures required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are annexed in Annexure B.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Committee comprises of two Directors i.e. Shri G.R. Goenka (Non-Executive Director) and Shri R.K. Gupta (Executive Director) to look after the redressel of shareholders and investors complaints. To expedite the process of share transfer the Board has delegated the power of share transfer to Share Transfer Committee consisting of Shri G.R. Goenka and Shri S.K. Sharma (Manager Finance & Accounts).

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out the annual performance evaluation of its own performance, the Directors individually including the Chairman of the Board as well as the evaluation of the Committees of the Board. Directors were evaluated on various aspects including inter-alia degree of fulfillment of key responsibilities, contribution at Board & Committee Meetings and guidance & support to the Management outside Board & Committee Meetings. The performance evaluation of the Independent Directors was also carried out by the entire Board.

The result of the evaluation done by Independent Directors was reported to the Chairman of the Board. It was reported that the performance evaluation of the Board & Committee's was satisfactory. The Chairman of the Board provided feedback to the Directors on an individual basis, as appropriate. The Directors expressed their satisfaction with the evaluation process.

INTERNAL FINANCIAL CONTROL SYSTEMS & RISK MANAGEMENT

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope of work includes review of process for safeguarding the assets of the Company, review of operational efficiency effectiveness of systems and processes, and assessing the internal control strengths in all areas including for fraud prevention.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The provisions of Section 135 of the Companies Act, 2013 with respect to CSR were not applicable to the Company as the Company's net worth or turnover or average net profits are below the threshold limit.

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

The information required under section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed hereto and forms part of this Report- Annexure C.

AUDITORS’ REPORT

The observation made in the Auditors' Report read together with relevant notes thereon are self-explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

AUDITORS

M/s M.L. Garg & Co., Chartered Accountants, New Delhi (FRN 001604N) were appointed for a period of Five years in the 57^th AGM of the Company held on 1^st Sep, 2017, to hold office from the conclusion of 57^th Annual General Meeting until the conclusion of the 62^nd Annual General Meeting of the Company, subject to the ratification of the appointment at each Annual General Meeting. However, the requirement of the ratification of the appointment of the Auditors at each Annual General Meeting has been done away with vide Companies (Amendment) Act, 2017. They have submitted a certificate confirming that their appointment is in accordance with Section 139 read with section 141 of the Act.

SECRETARIAL AUDIT

The Board had appointed Mrs. Smita Sharma, Practicing Company Secretary, to carry out secretarial audit Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit report is annexed herewith as “Annexure D”

SECRETARIAL AUDIT REPORT

The Secretarial Audit Report for the financial year ended 31-03-2018 contain a qualification that Chairman of the Audit Committee could not be present in the AGM on account of Medical Grounds. However the queries of the members in the AGM were well attended by the Chairman of the meeting.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as “Annexure E”.

BUSINESS RISK MANAGEMENT

Pursuant to section 134 (3) (n) of the Companies Act, 2013, the company has constituted a Risk Management Committee. The Company has identified the potential risks and threats and the Company has taken effective steps to mitigate the same.

VIGIL MECHANISM

Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013, the Company has a Whistle Blower Policy which provides for proper reporting systems for any unfair practice and adequate safe guard against victimization of persons who use such mechanism.

PREVENTION OF INSIDER TRADING

Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

CORPORATE GOVERNANCE

The Regulation 15(2) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 relating to Corporate Governance is not applicable to your Company since the Company's paid-up equity capital and net worth is below the threshold limit and as such no report on Corporate Governance is being submitted with this report. However the Company has substantially followed the norms of Corporate Governance.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE

The Company has a policy of zero tolerance for 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 not received any complaint of Sexual Harassment during the financial year 2017-18.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS U/S 186 OF THE COMPANIES ACT, 2013

The Company in its usual course of business has given short term loan as per details given below. However there were no fresh investments during the year.

The Short Term loan given to IGL Infrastructure Pvt. Ltd. has been utilized in their business of infrastructure activities. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has during the year entered into contracts or arrangements with related parties in the usual course of business which are at competitive terms and are as such at arm's length. The details of such contracts are given in “Annexure F” in Form No. AOC

- 2. There was no contract or arrangement with the related party which was not at arm's length. All the Related Party Transactions are in the interest of the Company which are necessary for furtherance of the objectives of the Company and to also smoothly run its operations of Industrial Gases and other business segments.

Related Party Disclosures as required under regulation 34(3) read with para 'A' of the schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in “Annexure G”.

MATERIAL CHANGES WHICH HAVE OCCURED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT

The Company has entered into an Agreement for the sale of its land & building at Faridabad. This sale will not affect the going concern status of the Company as after such sale the company will continue its operations from a nearby location from the premises proposed to be taken on rent or otherwise it will have sufficient resources to enter into any other line of business.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management discussion and analysis report as required under Listing Regulations is annexed as “Annexure H”. ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the assistance and co-operation received from business associates, Govt. Authorities, Banks and Members of the Company and look forward to their continued support.

Your Directors also wish to place on record their appreciation for the dedication and commitment of the employees at all levels of the Company which continues to be our strength.

For and on behalf of the Board of Directors

R.K.Gupta G.R.Goenka

Executive Director Director

DIN 00423525 DIN 00133700

Place: Noida

Date: 16^th May, 2018