Dear Shareholders,

The Directors have pleasure in presenting the 31^st Annual Report together with Audited Balance Sheet and Profit & Loss Account for the year ended 31^st March, 2018. The highlights of the financial results are as under:

FINANCIAL RESULTS: (Rs. in crore)

DIVIDEND

Your Directors are pleased to recommend a Dividend of Rs.1.60 per equity share i.e 16 % (Previous Year Rs.1.60 per equity share i.e. 16 %) per equity share of Rs.10 each fully paid up which will be paid in line with the applicable rules after your approval at the ensuing Annual General Meeting.

TRANSFER TO RESERVE

The Company proposes to transfer Rs.0.25 Crore to the General Reserve (p.y. Rs.0.25 Crores). An amount of Rs.77.24 Crores is proposed to be retained on the Retained Earnings (p.y. Rs.69.86 Crores).

COMPANY’S PERFORMANCE

During the year 2017-2018 total revenue of the Company on standalone basis is Rs.663.66 crores as compared to Rs.499.37 crores in the previous year and on consolidated basis is Rs.710.04 crores as compared to Rs.499.37 crores in the previous year. The Profit after tax on standalone basis is Rs.7.87 Crores as compared to Rs.6.47 crores in the previous year and on consolidated basis is Rs.8.76 Crores as compared to Rs.5.30 crores in the previous year. There is no material change in the nature of business of the company.

WIRE RODS & CONDUCTORS

During the year 2017-2018 Aluminium Division of the Company has contributed total Rs.702.31 Crores as compared to Rs.494.86 Crores in the previous year in the total revenue of the Company.

MINING BUSINESS

During the year Mining Division of the Company has not carried out any activity.

POWER GENERATION

Your Company has two Wind Turbine Generators (WTG) of total 2.75 Mega Watts Viz. (1) 1.25 Mega Watts, at Nandurbar - Maharashtra (2)1.50 Mega Watts, located at Sangli-Maharashtra.

Your Company also has four solar power plants of total 1.43 Mega Watts,viz. (1) 100 KWP at Pune-Maharashtra (2) 522 KWP at Bangluru -Karnataka (3) 403 KWP at Rewari- Haryana & (4) 403 KWP at Alwar-Rajasthan.

During the year the power segment of the company has contributed Rs.3.25 crores in the total revenue of the Company as compared to Rs.3.32 crores in the previous year.

CONSOLIDATED FINANCIAL STATEMENTS

As per Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “Listing Regulations”) and applicable provisions of Companies Act, 2013 read with the Rules issued thereunder, the Consolidated Financial Statements of the Company for the Financial year 2017-18 have been prepared in compliance with applicable Accounting Standards and on the basis of audited financial statement of the company and its subsidiary company as approved by the respective Board of Directors.

The Consolidated Financial Statements together with the Auditors’ Report form part of this Annual Report.

SUBSIDIARY AND JOINT VENTURE COMPANIES

The Company has two subsidiaries & one Joint Venture Company as on March 31, 2018.There is no activity carried out during the year in subsidiary named Hind Power Products Pvt. Ltd. There has been no material change in the nature of the business of the subsidiaries & Joint Venture Companies.

A separate statement containing the salient features of financial statements of all subsidiaries of the company in prescribed Form AOC-1 forms a part of consolidated financial statements in compliance with Section 129(3) and other applicable provisions, if any of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014.

The Company has formulated a Policy for determining Material Subsidiaries. The Policy may be accessed at: www.associatedgroup.com/hail/investors.htm.

Pursuant to the requirement under Section 134(5) of Companies Act 2013, with respect to Directors’ responsibility statement, it is hereby confirmed that:

a. in the preparation of Annual Accounts, the applicable accounting standards have been followed 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 as at 31st March, 2018 and of the profit of the Company for the said period;

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

d. 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 are operating effectively; and

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

DIRECTORS & KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Association of the Company, Shri Lalit Kumar Daga, Chariman/ Director of the Company is liable to retire by rotation at the ensuing AGM and being eligible has offered himself for reappointment. Shri Lalit Kumar Daga is a Commerce Graduate from the University of Kolkata. He has vast experience of over 52 years in Aluminium Industries. He holds 5,95,616 equity shares in the Company & also hold directorship in another Listed Company viz. Nirav Commercials Ltd.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2018 are: Shri Shailesh Daga, Managing Director, Shri Sudhir Goel, Whole-Time Director, Shri Mahendra Kumar Jain, Chief Financial Officer and Ms. Sakshi Sharma, Company Secretary.

DECLARATION BY THE INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they continue to meet the criteria of independence, as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have confirmed that they have complied with the Company’s code of conduct.

Four meetings of the Board of Directors were held during the year. For details of meetings of the board please refer to the corporate governance report, which forms part of directors’ report.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (‘SEBI Listing Regulations’).

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual director on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of independent director, performance of non-independent director and the board as a whole was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent director, at which the performance of the board, its committees, and individual director was also discussed. Performance evaluation of independent director was done by the entire board, excluding the independent director being evaluated.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company’s policy on directors’ appointment and remuneration and other matter provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of directors’ report.

INTERNAL FINANCIAL CONTROLS

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report.

AUDITORS

The present auditors M/s Motilal & Associates (Firm Reg.No. 106584W) has given their unwillingness for their appointment as Statutory Auditors of the Company in the ensuing 31st Annual General meeting, due to their pre-occupation.

On the recommendation of the Audit Committee, the Board of Directors have proposed to appoint M/s. Karnavat & Company (Firm Reg.No. 104863W), Chartered Accountants as the statutory auditors of the Company for a period of five years from the conclusion of the ensuing Annual General Meeting.

RISK MANAGEMENT POLICY

The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

The particulars of loans, guarantees and investments have been disclosed in the financial statements of the Company.

CONTRACTS AND ARRANGEMENT 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 arm’s length basis.

Your Directors draw attention of the members to Note no.34 of the financial statement which set out related party transactions. Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies(Accounts) Rules, 2014 are given in Annexure -II in Form AOC-2 and the same forms part of this report.

AUDIT COMMITTEE

The composition of the Audit Committee is in alignment with provisions of Section 177 of the Companies Act, 2013 read with the Rules issued thereunder and Regulation 18 of the Listing Regulations. The members of the Audit Committee are financially literate and have experience in financial management.

The Audit Committee comprises of Shri Navinchandra Shah, Shri Sundeep Mohta and Shri Sudhir Goel.

All the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company.

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure III of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the corporate governance report, which forms part of this report.

VIGIL MECHANISM

The Company has established a robust Vigil Mechanism and a Whistle-blower policy in accordance with provisions of the Act and Listing Regulations. The Vigil Mechanism and whistleblower policy is put on the Company’s website and can be accessed at : www.associatedgroup.com/hail/investors.htm.

EXTRACT OF ANNUAL RETURN

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

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) in respect of Directors/employees of the Company is set out in the Annexure V of this report.

SECRETARIAL AUDITORS’ REPORT

The Secretarial Audit Report for the financial year ended March 31, 2018 relating to Secretarial Audit conducted by M/s Arun Dash & Associates, Company Secretaries is annexed herewith marked as Annexure VI to this report.

DISCLOSURE REQUIREMENTS

Disclosure requirements As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors’ Certificate thereon, and the Management Discussion and Analysis are attached, which form part of this report.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

MATERIAL ORDERS

There was no significant and material orders passed by any regulators or courts or tribunals impacting the going concern status and company’s operations in future.

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

Energy conservation continues to be an area of focus for the company. Initiatives to integrate energy efficiency into overall operations are undertaken through design considerations and operational practices. The key initiatives towards conservation of energy were:

a. improved monitoring of energy consumption through smart metering and integration with building management systems;

b. setting internal targets for energy performance improvement and institution of rigorous operational controls toward achieving these targets;

c. The Company is evaluating utilizing Wind & Solar energy as an alternate source of energy.

d. The Company has invested on energy conservation equipment.

TECHNOLOGY ABSORPTION, ADAPTION AND INNOVATION:

The Company continues to use the latest technologies for improving the productivity and quality of its services and products. The Company’s operations do not require significant import of technology.

RESEARCH AND DEVELOPMENT (R&D):

The Company is actively engaged in product upgradation, design, development and new product development. Since the expenditure incurred on research and development activities were not substantial, no separate account for the same was being maintained.

FOREIGN EXCHANGE EARNING AND OUTGO

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows:

Foreign Exchange Earnings & Outgo are provided in the Notes forming part of the Accounts.

GENERAL

The Wire Rod as well as Conductor divisions of the Company are ISO 9001:2015 certified and the Company is committed to maintain and improve quality.

Disclosures under Sexual Harassment of Women at Workplace (Prevention, prohibition & redressal) Act, 2013:

The Company has in place the Policy on Prevention of Sexual Harassment at Workplace (POSH) in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No Complaint received by the Company under the said Act .

ACKNOWLEDGEMENT

The Board of Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year.

Further, the Board sincerely conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory and government authorities for their continued support.

For and on behalf of the Board

Lalit Kumar Daga

Chairman

Place: Mumbai

Date: 15th June, 2018