Ihpar 1617
Ihpar 1617
Ihpar 1617
NOTICE is hereby given that the NINETY-FIRST ANNUAL GENERAL MEETING of the Company will be held as scheduled
below :- DAY : Monday
DATE : 10th July, 2017
TIME : 3.00 P. M.
PLACE : Walchand Hirachand Hall, Indian Merchants’ Chamber Building, 4th floor, Indian Merchants’ Chamber Marg, Churchgate,
Mumbai – 400 020
ORDINARY BUSINESS: and other applicable provisions, if any, of the Companies Act, 2013
and the Companies (Audit and Auditors) Rules, 2014, as amended
1. To receive, consider and adopt the Audited Financial Statements of
from time to time, the Board be and is hereby authorised to appoint
the Company for the financial year ended 31st March, 2017
Branch Auditors in any States/Union Territories of India for auditing
including the Audited Balance Sheet as at 31st March, 2017 and
accounts
the Statement of Profit & Loss Account for the year ended
on that date and the Reports of the Board of Directors and
the Auditors thereon.
2. To confirm the payment of Interim Dividend and to declare
Final Dividend on equity shares for the financial year ended
31st March, 2017.
3. To appoint a Director in place of Ms. Anima B. Kapadia (DIN
00095831), who retires by rotation and being eligible offers
herself for re-appointment.
4. Appointment of Statutory Auditors of the Company
To consider and, if thought fit, to pass with or without
modification(s), the following Resolution as an Ordinary
Resolution:
“RESOLVED THAT, pursuant to the provisions of Section 139
and all other applicable provisions of the Companies Act, 2013
and the Companies (Audit and Auditors) Rules, 2014 as
amended from time to time, M/s. Deloitte Haskins & Sells LLP,
Chartered Accountants, Mumbai, bearing ICAI Firm Registration
No.117366W/W-100018, be and are hereby appointed as the
Statutory Auditors of the Company, to do Statutory Audit of the
Company's Accounts including its Branch Offices / Project Sites
/ Offices, in place of the retiring auditors M/s
K. S. Aiyar & Co., Chartered Accountants, Mumbai Firm
Registration No. 100186W to hold office from the conclusion of
91st Annual General Meeting (AGM) till the conclusion of 96th
Annual General Meeting (subject to ratification of the
appointment by the Members at every AGM held after this AGM,
if so required under the Act) on a remuneration as may be
fixed by the Board of Directors of the Company and that they
be paid, in addition to the remuneration, Service Tax / GST
and reimbursement of out of pocket and/or travelling expenses
they may incur in carrying out their duties as such Auditors.
RESOLVED FURTHER THAT the Board of Directors be and is
hereby authorised to do all such acts, deeds, matters and
things as may be necessary, desirable or expedient to give effect
to this resolution.”
SPECIAL BUSINESS:
5. Appointment of Branch Auditors
To consider and if thought fit, to pass with or without
modification(s), the following resolution as an Ordinary
Resolution:
“RESOLVED THAT pursuant to the provisions of Section 143(8)
NOTICE
of branches of the Company whether existing or which may
be opened/acquired hereafter for the financial year 2017-18,
and to fix their remuneration on such terms and conditions,
as they may deem fit.
RESOLVED FURTHER THAT the Board of Directors of the
Company be and is hereby authorised to do all such acts,
deeds, matters and things as may be necessary, desirable and
expedient to give effect to this resolution.”
6. Increase in Authorised Share Capital and alteration to the
Capital Clause of the Memorandum of Association
To consider and, if thought fit, to pass with or without
modification(s), the following resolution as an Ordinary
Resolution:
“RESOLVED THAT pursuant to the provision of Section 61
read with Section 64 and all other applicable provisions, if
any, of the Companies Act, 2013, the Authorised Share
Capital of the Company be increased from ` 10,00,00,000/-
divided into 5,00,00,000 Equity Shares of ` 2/- each to `
20,00,00,000/- divided into 10,00,00,000 Equity Shares of `
2/- each and that Clause V of the Memorandum of
Association of the Company be altered accordingly.
RESOLVED FURTHER THAT consequent to the increase in
the Authorized Share Capital, Clause V of the
Memorandum of Association of the Company is hereby
altered to read as under :
“V. The Authorised Share Capital of the Company is `
20,00,00,000/- (Rupees Twenty Crores) divided into
10,00,00,000 (Ten Crores) Equity shares of ` 2/- each, with
power to increase, reduce, divide, consolidate the shares
in the capital for the time being into several classes and
face values and to attach thereto respectively such
preferential, deferred, or special rights, privileges or
conditions as may be determined by or in accordance
with the Articles of Association of the Company and to
vary, modify, or abrogate any such rights, privileges or
conditions in such manner as may for the time being be
provided by the Articles of Association of the Company.
RESOLVED FURTHER THAT the Board of Directors of the
Company (which expression shall also include a Committee
thereof) be and is hereby authorised to do all such acts,
deeds, matters and things including delegation of all or any
of its powers herein conferred to any Director / any other
Officer(s) / Key Managerial Personnel(s) and take all such
steps as may be necessary, proper or expedient to give
effect to the above resolution.”
7. Alteration to Articles of Association
To consider and, if thought fit, to pass with or without
modification(s), the following resolution as a Special
Resolution:
“RESOLVED THAT pursuant to Section 14 and all other
applicable provisions, if any, of the Companies Act,
2013, Article No.5 of the Articles of Association of the
Company be substituted by the following Article:
Article No. 5 and other applicable provisions of the Companies Act, 2013, read
'The Authorised Share Capital of the Company is ` with the Companies (Audit and Auditors) Rules, 2014 (including
20,00,00,000/- (Rupees Twenty Crores) divided into any amendments thereto or any statutory modification(s) or re-
10,00,00,000 (Ten Crores) Equity Shares of ` 2/- each'. enactment thereof, for the time being in force) Mr. Vikas Vinayak
Deodhar, Cost Accountant, Membership No.3813 who was appointed
RESOLVED FURTHER THAT the Board of Directors of the
by the Board of Directors of the Company to conduct the audit of
Company (which expression shall also include a Committee
cost records of
thereof) be and is hereby authorised to do all such acts, deeds,
matters and things including delegation of all or any of its
powers herein conferred to any Director / any other Officer(s)
/ Key Managerial Personnel(s) of the Company and take all
such steps as may be necessary, proper or expedient to give
effect to the above resolution.”
8. Place of keeping of Register of Members
To consider and, if thought fit, to pass with or without
modification(s), the following resolution as a Special
Resolution:
"RESOLVED THAT pursuant to the provisions of Section 94 and
other applicable provisions, if any, of the Companies Act, 2013,
("the Act"), the Register of Members together with Index of
Members prepared in accordance with the provisions of Section
88 of the Act, in respect of the Shares issued by the Company
from time to time, be kept with M/s. Link lntime India Pvt.
Ltd., Registrar and Transfer Agent of the Company (SEBI
Registration No. INR000004058) at their new address at C-101,
247 Park, L. B. S. Marg, Vikhroli (West), Mumbai 400 083 or at
such other place within Mumbai."
9. Payment of Commission to Non-Executive Directos
To consider and if thought fit, to pass with or without
modification(s), the following resolution as a Special
Resolution:
“RESOLVED THAT pursuant to Section 197, 198 and other
applicable provisions of the Companies Act, 2013, (the Act)
including any statutory modification(s), amendment(s) or re-
enactment thereof, the Articles of Association of the Company
and subject to all applicable approval(s) as may be required
and in supersession of earlier Special Resolution passed by
the Members at the Annual General Meeting held on 4th
August, 2015 for payment of commission for the financial year
2017-18, the consent of the Members be and is hereby accorded
for payment of commission to all the Non-Executive Directors of
the Company for a further period of 3 (Three) years
commencing from the financial year 2017-18 to 2019-20 as
may be decided by the Board from time to time, provided that
the total commission payable to all the Non-Executive Directors
per financial year shall not exceed the limit laid down under
the Companies Act, 2013 for that financial year as
computed in the manner specified under Section 198 of the
Act or an amount not exceeding
` 56/- Lakhs in aggregate, whichever is less, with authority to
the Board to determine the manner and proportion in which the
amount to be distributed among Non-Executive Directors.”
10. Ratification of remuneration of Cost Auditor
To consider and if thought fit, to pass with or without
modification(s), the following resolution as an Ordinary
Resolution:
“RESOLVED THAT pursuant to the provisions of Section 148(3)
S. M. Mandke
Company Secretary
Registered Office:
Construction House, 2nd
floor, 5, Walchand
Hirachand Road,
Ballard Estate, Mumbai -
400 001 Date : 18th May,
2017
NOTES:-
(1) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE
ANNUAL GENERAL MEETING (THE “MEETING”) IS
ENTITLED TO APPOINT A PROxY/PROxIES TO ATTEND
AND VOTE ON A POLL INSTEAD OF HIMSELF AND THE
PROxY NEED NOT BE A MEMBER OF THE COMPANY.
PERSON CAN ACT AS A PROxY ON BEHALF OF
MEMBERS NOT ExCEEDING FIFTY (50) AND HOLDING IN
AGGREGATE NOT MORE THAN TEN PERCENT OF THE
(ii) Please follow all steps from Sr. No. (ii) to Sr. No.
(xii) above to cast vote.
(iii) In case of any queries, you may refer the
Frequently Asked Questions (FAQs) for shareholder
and e-voting user manual for shareholder available at
the Download section of www.evoting.nsdl.com or call
on toll free no.:1800-222-990.
(iv) If you are already registered with NSDL for e-
voting then you can use your existing user ID and
password/ PIN for casting your vote.
(v) You can also update your mobile number and e-
mail id in the user profile details of the folio which
may be used for sending future
communication(s).
(vi) The e-voting period commences on Thursday, 6th
July, 2017 (9.00 a.m.) and ends on Sunday, 9th
July, 2017 (5.00 p.m.). During this period
thereafter. Once the vote on a resolution is in the presence of at least two witnesses not in the
cast by the shareholder, the shareholder shall employment of the Company and shall make, not
not be allowed to change it subsequently. later than three days of the conclusion of the
AGM, a consolidated Scrutinizer’s Report of the
(vii) The voting rights of shareholders shall be in
total votes cast in favour or against, if any, to the
proportion to their shares in the paid up equity
Chairman or a person authorized by him in writing,
share capital of the Company as on the cut-off
who shall countersign the same. The Chairman or a
date of Friday, 30th June, 2017.
person
(viii) Any person, who acquire shares of the
Company and become member of the Company
after dispatch of the notice and holding
shares as of the cut-off date i.e. Friday,
30th June, 2017 may obtain the login ID and
password by sending a request at
evoting@nsdl.co.in or issuer / RTA.
However, if you are already registered with
NSDL for remote e-voting then you can use
your existing user ID and password for casting
your vote. If you forgot your password, you
can reset your password by using “Forgot User
Details / Password” option available on
www.evoting.nsdl.com or contact NSDL at
the following toll free no.: 1800-222-990.
A member may participate in the AGM even
after exercising his right to vote through remote
e-voting but shall not be allowed to vote
again at the AGM.
A person, whose name is recorded in the
register of members or in the register of
beneficial owners maintained by the
depositories as on the cut-off date
i.e. Friday, 30th June, 2017 only shall be
entitled to avail the facility of remote e-voting
or voting at the AGM through ballot paper.
Mr. J. H. Ranade Membership No.F 4317 &
Certificate of Practice No.2520 or failing him
Mr. Sohan J. Ranade Membership No.A 33416
& Certificate of Practice No.12520 or failing
him Ms. Tejaswi A. Zope Membership No.A
29608 & Certificate of Practice No.14839
(any one of them), Partners of JHR &
Associates, Company Secretaries in practice
has been appointed as the Scrutinizer to
scrutinize the voting and e-voting process in a
fair and transparent manner and he has
communicated his willingness to be appointed
and will be available for the same purpose.
The Chairman shall, at the AGM, at the end of
discussion on the resolutions on which voting is
to be held, allow voting with the assistance of
the Scrutinizer, by use of “Ballot Paper” for all
those members who are present at the AGM
but have not cast their votes by availing the
remote e-voting facility.
The Scrutinizer shall after the conclusion of
voting at the general meeting, will first count
the votes cast at the meeting and thereafter
unblock the votes cast through remote e-voting
Annexure to the
Notice
authorised by him in writing shall declare the result of the voting
(22) All documents referred to in the accompanying Notice and
forthwith.
the Explanatory Statement shall be open for inspection at the
The Results declared along with the report of the Scrutinizer shall be Registered Office of the Company during business hours on
placed on the website of the Company www.indianhumepipe.com and all working days between 11.00 a.m. and 1.00 p.m. except
on the website of NSDL immediately after the declaration of result by Sunday and Holidays, up to and including the date of the
the Chairman or a person authorized by him in writing. The results AGM of the Company.
shall also be uploaded on the BSE Listing Portal and on the NSE
NEAPS Portal.
Subject to receipt of requisite number of votes, the Resolutions shall
be deemed to be passed on the date of the Annual General Meeting
i.e. Monday, 10th July, 2017.
Annexure to the Notice out the audit of the accounts of such branches in any States/Union
Territories of India. The Members are requested to authorise the Board of
Item No.4 Directors of the Company to appoint branch auditors in consultation with
the Company’s Statutory Auditors and fix their remuneration.
M/s K. S. Aiyar & Co., Chartered Accountants, Mumbai bearing
Firm Registration No.100186W were appointed as the Statutory
Auditors of the Company at the Eighty Ninth Annual General Meeting
(AGM) of the Company held on 4th August, 2015 for a term of 2 years
to hold office till the conclusion of this AGM. M/s K. S. Aiyar & Co.
have been the Statutory Auditors of the Company since inception
of the Company.
In terms of the provisions of the Companies Act 2013 the
Company is required to rotate the Auditors.
Accordingly the Board of Directors on the recommendation of the
Audit Committee, at its meeting held on 18th May, 2017 has
proposed the appointment of M/s. Deloitte Haskins & Sells LLP,
Chartered Accountants, Mumbai bearing ICAI Firm Registration
No.117366W/W-100018 as Statutory Auditors of the Company from
the conclusion of the ensuing 91st Annual General Meeting (AGM) till
the conclusion of the 96th Annual General Meeting of the Company held
thereafter, subject to ratification of the appointment by the members
at every AGM held after the ensuing AGM, if so required under the
Act.
As required under Section 139 of the Companies Act, 2013, the
Company has obtained a written consent and certificate from M/s.
Deloitte Haskins & Sells LLP, Chartered Accountants to the effect that
their appointment, if made, would be in accordance with Section 139
of the Companies Act, 2013 and Rules made thereunder, as may be
applicable.
The Board recommends the Ordinary Resolution at Item No.4 of
the accompanying Notice for approval by the Members of the
Company.
None of the Directors and Key Managerial Personnel of the Company
or their relatives is concerned or interested, in the Resolution set out
at Item No.4 of the Notice.
ExPLANATORY STATEMENT
Pursuant to Section 102 of the Companies Act,
2013 Item No.5 :
The Company has branches in India and may also open new branches
in future. It may be necessary to appoint branch auditors for carrying
The Ministry of Corporate Affairs has taken a “Green Initiative in the Corporate Governance” by allowing paperless compliances by the companies and
To support the “GREEN INITIATIVE” of the Government and enable the Company to send in electronic form Annual Reports, Notices, documents, comm
Continuing the “GREEN INITIATIVE” this Annual Report is printed on recycled papers except the cover and back page.
Members holding shares in Physical mode are requested to demat their shares in order to reap the advantages of holding their shares in electronic for
Members are aware that the Company’s Shares are compulsorily traded in electronic form only. Presently 97.63% of shares are in demat mode.
Therefore Members holding shares in physical form are requested and encouraged to consider converting their holding in dematerialised form to elim
Venue Address
Walchand Hirachand Hall, Indian Merchants’ Chamber,
Indian Merchants’ Chamber Marg, Churchgate, Mumbai 400 020,
ROUTE MAP - BY BUS / TAxI / WALKING FROM CHURCHGATE TO THE VENUE OF AGM
ROUTE MAP - BY BUS / TAxI / WALKING FROM CST TO THE VENUE OF AGM
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
1. INDUSTRY STRUCTURE & DEVELOPMENT: National Water Policy 2012). As it is with the growing population
demanding more food, more products and higher standards of
We all know that water is a prime natural resource and a basic
living, the shortage
human need for survival and existence. Indeed water is
fundamental to our life. In view of the vital importance of
water for human, animal & plant life, for maintaining
ecological balance and for economic and developmental
activities of all kinds and considering its increasing scarcity,
the planning and management of this resource and its optimal
economical and equitable use has become a matter of national
importance.
Your Company has been in the business of manufacturing,
laying and jointing of pipelines of various pipe materials
such as RCC pipes, Steel pipes, Prestressed Concrete pipes,
Penstock pipes, Bar Wrapped Steel Cylinder pipes (BWSC),
Prestressed Concrete Cylinder pipes (PCCP) etc., which provide
infrastructure facility and development for drinking water supply
projects, irrigation projects, Hydro Electric Projects, Sanitation
and Sewerage Systems. For over three decades as a part of
nation building, your Company has also been undertaking
infrastructure development programmes by way of executing on
turnkey basis the combined water supply projects
i.e. undertaking the complete job of water supply from source
to distribution centers which apart from manufacturing, laying
and jointing of pipelines included construction of intake wells,
water sumps, water treatment plants, water pumping stations,
installation of pumping machineries, electro-mechanical works,
branch mains, ground level reservoirs, elevated reservoirs, leading
to executions of complete systems for water supply to various
towns and villages of India.
2. OPPORTUNITIES AND THREATS:
Water is one of the most crucial elements in our national
developmental planning for the 21st Century. The proper
management of our limited water resources will be essential
to ensure food security for country’s growing population and to
eliminate poverty. (Water Policy and Action Plan for India
2020: An Alternative).
The population of the country is expected to reach a level of
around 139 Crores by year 2025 (Source:- National Water Policy
2002) which will further aggravate the scarcity of water to the
people of India. As per Indian Census 2011, the population of
India was 121 crores. A scarce natural resource, water is
fundamental to life, livelihood, food security and sustainable
development. India has more than 18% of the world’s
population, but has only 4% of world’s renewable water
resources and 2.4% of world’s land area. There are further
limits on utilizable quantities of water owing to uneven
distribution over time and space. In addition, there are
challenges of frequent floods and droughts in one or the other
part of the country. With a growing population and rising needs
of a fast developing nation as well as the given indications of
the impact of climate change, availability of utilizable water will
be under further strain in future with the possibility of
deepening water conflicts among different user groups. Low
consciousness about the scarcity of water and its life
sustaining and economic value results in its mismanagement,
wastage, and inefficient use, as also pollution and reduction of
flows below minimum ecological needs. In addition, there
are inequities in distribution and lack of a unified perspective in
planning, management and use of water resources (Source:-
11. Supply of 250, 400 & 700 mm dia BWSC pipes of the
value of
` 2,658.73 Lakhs for PHED Shahpura Project, Rajasthan for
Megha Engineering & Infrastructure Ltd.
12. Construction & Commissioning on turnkey basis of Vontimitta
L.I. Scheme on foreshore of Somasila Reservoir near Kotapadu
Village, in Vontimitta Mandal of YSR District, consisting of 900
mm dia PSC pipes and Intake well, Jackwell cum pumphouse,
Delivery cistern, Electromechanical works of the value of `
2,419 Lakhs for APSIDC, Kadappa in Andhra Pradesh.
13. Smartgen Infra Pvt. Ltd. for supply of 800 & 900 mm dia
BWSC Pipes to M/s NCC Ltd’s Warangal TDWSP of the value of
` 2,208.59 Lakhs, Warangal in Telangana.
14. CPWS Scheme to Cheepurupalli and other habitations (Phase-
III) in Vizianagaram District including HDPE pipeline, Collection
well, BPT, OHSR consisting of 350 mm dia DI pipes of the
value of ` 2,146.27 Lakhs for RWS&S Circle, Vizianagaram in
Andhra Pradesh.
15. NCCL, Hyderabad for Sheo Ramsar Water Supply Scheme, in the
District of Barmer, Rajasthan consisting of 250 to 400 mm dia
BWSC Pipes of the value of ` 1,810.78 Lakhs.
16. Junnardev Water Supply Scheme, in the Junnardev, Madhya
Pradesh consisting of DI/HDPE pipes and Intake well of the
value of
` 1,788 Lakhs.
17. Smartgen Infra Pvt. Ltd. for supply of 700 mm dia BWSC
Pipes to M/s NCC Ltd’s Warangal-II TDWSP of the value of `
1,406.40 Lakhs, Warangal in Telangana.
18. TWAD Board, Northern Region, Vellore, Tamil Nadu for
UGSS to Cuddalore Municipality consisting of PSC/SWG/RCC pipes,
collection sump and pumping stations of the value of `
1,289.64 Lakhs.
19. Construction & Commissioning on turnkey basis of
Pedapalem L.I.Scheme on Krishna River in Atchampeta Mandal of
Guntur District including operation of the Scheme for two years
consisting of 900 mm dia PSC pipes and Jackwell cum
pumphouse, Delivery Chambers & other Electro-mechanical
works of the value of ` 1,101.50 Lakhs for APSIDC, in Andhra
consisting of 1200 mm dia PSC pipes, 1600 RCC NP3
Pipes and Jackwell cum Delivery Chambers & Other Electro-
mechanical works of the value of ` 1,088 Lakhs for
APSIDC, in Andhra Pradesh.
21. In addition to the above we have successfully completed 19
projects amounting to ` 6,048.74 Lakhs of the value less
than ` 1,000 Lakhs each at various locations in India.
(ii) Company’s works on many Water Supply Projects and
Drainage Schemes valued more than ` 2,500 Lakhs each
are progressing well and/or nearing completion and the
noteworthy amongst them are:-
1. Providing Drinking Water to Balkonda, Armoor,
Nizamabad, Kamareddy and part of Yellareddy
Constituencies from SRSP Reservoir, Nizamabad District
in Telangana consisting of 700 & 1000 mm dia PCC
pipes, 450 to 600 mm dia BWSC Pipes and 1000 & 1400
mm dia MS pipes, 100 to 900 mm dia DI K7 & K9 pipes
and 63 to 315 mm dia HDPE pipes, 60 MLD RSF, 40 MLD
RSF, 22500 KL Sump, OHBR’s, GLBR’s, pumphouse,
watchman qtrs including operation and maintenance for 10
years of the value of
` 81,530.80 Lakhs for TDWSP Circle, Nirmal.
15,384.57 Lakhs for Rural Water Supply & Sanitation 14. Comprehensive Water Supply Service Improvements for Badvel
Department. Municipality, Kadappa District in Andhra Pradesh (Package-I),
8. Comprehensive Water Supply Improvements in Anantapuramu including the work of Intake well, Clear water reservoir,
Municipal Corporation (Package-I) under Andhra Pradesh Municipal Filtration plant, HDPE pipeline, ELSR, EM works consisting of
Development Project (APMDP) consisting of 100 to 400 mm dia 100 mm to 600 mm DI pipes of the value of ` 8,493.65 Lakhs.
DI pipes of the value of ` 14,736.24 Lakhs for Municipal 15. CPWS Scheme to Thungathurthy, Arvapally, Nuthankal &
Corporation, Anantapuramu. Thirumalgiri Mandals,Nalgonda District in Telangana consisting
9. From The Addl. Chief Engineer, PHED, NCR Region, Alwar, of 300 mm to 600 mm dia BWSC pipes for 8.20 Kms of the
Rajasthan for Alwar Water Supply Project, consisting of HDPE value of ` 8,252.06 Lakhs for RWS&S Circle, Nalgonda in
pipes including Telangana.
16 Nos. Overhead Service Reservoirs & 15 Nos. Clear 16. Buldhana Water Supply Scheme for RCC Design,
Water Reservoirs of the value of ` 14,515.12 Lakhs. Construction, Commissioning and Trial Run for Buldhana & 4
10. J.C.Nagi Reddy Drinking Water Supply Scheme Phase II & III Village Water Supply Scheme. The Project comprises of PCC
in Anantapuramu District in Andhra Pradesh, consisting of 500 pipeline of 600 to 800 mm dia for 27.18 km of the value of `
mm dia BWSC pipes and MS pipes of 600 mm dia and 1000 8,131.95 Lakhs for Maharashtra Jeevan Pradhikaran,
mm dia of the value of ` 13,592.90 Lakhs for RWS&S dept. Maharashtra.
11. Providing water supply facilities to Nalhar Medical College, Nuh 17. Construction of Pumping Mains, Rapid Sand Filters, Sump,
Town and surrounding 17 Nos villages of distt. Mewat for Pump House, Staff Quarters and Compound wall near to
Design, Construction and Operation & Maintenance of 32 MLD Yellampally Reservoir for Peddapally consisting of 800 mm
Water Treatment Plant, Pumping Station, Rising main Distribution dia MS pipes and 115/160 MLD RSF, 12500 KL Sump of the
system, Reservoirs, Boosting Station and all other related work value of ` 7,929.19 Lakhs for TDWSP Circle, Karimnagar in
consisting of DI K-9 100 mm dia to 900 mm dia and RCC NP3 Telangana.
1200 mm dia of the value of ` 12,801.01 Lakhs for Public
Health Department at Nuh, Haryana.
12. Chilhewadi Pipeline project of PCCP pipeline of 900-1500 mm
dia for 28.11 Km and BWSC Pipeline of 350-800 mm dia for
9.14 km of the value of ` 10,317.55 Lakhs for Maharashtra
Krishna Valley Development Corporation, Maharashtra.
13. Pulakurthy Lift Irrigation Scheme consisting of Intake Channel,
Jackwell cum PH, SS Tank and Electro mechanical works, 1900
mm dia PSC pipes, 1900 mm dia MS pipes and 500 mm dia
RCC P2 pipes in joint venture with M/s Megha Engineering &
Infrastructures Ltd of the value of ` 11,326.12 Lakhs. The
Company’s share is 80%
i.e. ` 9,060.90 Lakhs for I&CAD, Kurnool in Andhra Pradesh.
39. M/s Megha Engineering & Infrastructures Ltd for supply of 700,
800 & 900 mm dia BWSC Pipes to their Warangal Paleru I-
TDWSP Project of the value of ` 2,550.93 Lakhs, in
Telangana.
40. Providing, laying, jointing, testing & commissioning of
various diameter of HDPE/DI Pipes with all fittings, specials,
interconnection and other appurtenant works etc. in gas
affected areas (Ward No. 11 to 16 & 66 to 71) of Bhopal City
consisting of 307.42 Km HDPE Pipes and 2.86 Km DI Pipes of
the value of ` 2,541.65 Lakhs for Bhopal Municipal
Corporation, Bhopal in Madhya Pradesh.
FINANCIAL RESULTS:
(` in Lakhs)
Year Ended Year Ended
31-03-2017 31-03-2016
Revenue from Operations 1,79,954.10 93,893.91
Profit Before Finance Cost, Depreciation & Amortisation & Tax 21,054.36 9,991.94
Less: Finance Costs 4,771.21 4,526.05
Depreciation & Amortisation 1,052.69 980.40
Profit Before Tax 15,230.46 4,485.49
Less: Provision for Taxation 5,352.00 1,575.52
Net Profit After Tax 9,878.46 2,909.97
PERFORMANCE REVIEW: per equity share of face value of ` 2/- each (120%) for the financial
year ended 31st March, 2017 on enhanced share capital. The Final
Your Company’s operations of its various projects under execution
Dividend,
continued to be profitable, with continued efforts to reduce costs and
improve yield as also bettering the productivity levels.
During the year under review, the revenue from operations has gone
up by 91.66% to ` 1,79,954.10 Lakhs as compared to ` 93,893.91
Lakhs of the previous year. The profit after tax for the year at `
9,878.46 Lakhs was much higher by 239.47% as compared to ` 2,909.97
Lakhs of the previous year.
No material changes and commitments have occurred after the close of
the financial year till the date of this Report, which affect the financial
position of the Company.
BONUS SHARES:
The Company has successfully completed the Bonus issue by
capitalising Free Reserves of the Company in the ratio of One fully
paid equity share of ` 2/- each for One fully paid equity share of `
2/- each held by the Members and have allotted these shares on
14th December, 2016. The Bonus shares have been listed on BSE
and NSE. As a result of issue of Bonus shares, the paid-up share
capital is increased to ` 9,68,94,340/- divided into 4,84,47,170
equity shares of ` 2/- each. As per terms of the Bonus issue, these
shares are entitled to dividend in full to be declared after the date of
allotment.
DIVIDEND:
The Board of Directors of the Company at their meeting held on 8th
February, 2017 had declared an interim dividend of ` 1/- per share of
face value of
` 2/- each (50%) on enhanced share capital for the financial year
ending 31st March, 2017. The Interim Dividend was paid to the
shareholders on 21st February, 2017.
Your Directors are pleased to recommend a Final Dividend of ` 2.40
AUDITORS’ REPORT:
The Auditors’ Report to the Members on the Accounts of the
Company for the financial year ended 31st March, 2017 does not
contain any qualification, reservation or adverse remark.
AUDITORS:
STATUTORY AUDITORS:
M/s. K. S. Aiyar & Co., Chartered Accountants, are the Statutory
Auditors since inception of the Company. They will be completing
their term as Statutory Auditors on conclusion of 91st Annual General
Meeting convened on 10th July, 2017. The Board place on record their
appreciation for services rendered by M/s. K. S. Aiyar & Co. Chartered
Accountants as Statutory Auditors of the Company. The Company is
required to rotate the Statutory Auditors on completion of their term
as per provisions of the Companies Act, 2013.
PARTICULARS OF EMPLOYEES:
1. Issue of equity shares with differential rights as to dividend, voting 001 Date : 18th May, 2017
or otherwise.
2. Issue of shares (including sweat equity shares) to employees of
the Company.
The Company does not have ESOS/ESOP Scheme for its
employees/ Directors.
ANNExURE TO DIRECTORS’
REPORT
ANNExURE ‘A’ TO DIRECTORS’ REPORT Crore which is over 2% of average net profit of the Company in
terms of Section 135 and the rules thereunder of the Companies
Format of Reporting of CORPORATE SOCIAL RESPONSIBILITY
Act, 2013 to the RHF to carry out CSR activities and incur CSR
(CSR) ACTIVITIES
expenditure for and on behalf of the Company in terms of
1. A brief outline of the Company’s CSR policy, including overview Company’s CSR Policy.
of projects/ programmes proposed to be undertaken and a
reference to the web-link to the CSR policy and projects or
programmes.
IHP CSR Policy aims at implementing its CSR activities in
accordance with Section 135 of the Companies Act, 2013 and
rules thereunder. The CSR committee shall periodically review the
implementation of CSR Policy.
Focus Areas:
Health & Medical aid: The Company will promote various
initiatives to support health and preventive health care including
medical aid in the community.
Education: The Company will give grants to the needy students
in the field of education to enhance employability and well being
of the community.
Environment: The Company will promote environmental
sustainability and conservation of natural resources.
The Company’s CSR projects or programs or activities will be
identified and implemented according to the Board’s approved
CSR policy.
The expenditure on the CSR will be approved by the CSR
committee and the Report will be published annually. The CSR
policy has been approved by the Board and the same is
disclosed on the Company’s website. Weblink:
http://www.indianhumepipe.com/Portals/0/images/pdf/Corporate_
Governance/CSR%20Policy.pdf
2. Composition of the CSR Committee:
Mr. Rajas R. Doshi, Chairman & Managing Director -
Chairman Ms. Jyoti R. Doshi, Non-Executive Director -
Member
Mr. Rameshwar D. Sarda, Independent Director - Member
3. Average net profit of the Company for last three financial
years:
Average net profit : ` 49.60 Crores.
4. Prescribed CSR Expenditure (two percent of the amount as in
item 3 above):
The Company is required to spend ` 100 Lakhs towards
CSR.
5. Details of CSR spent during the financial year:
a. Total amount spent by the Company during the
financial year: ` 100 Lakhs by way of corpus donation to
Ratanchand Hirachand Foundation (RHF) for carrying out
CSR activities on behalf of the Company.
b. Amount unspent, if any: Nil
c. Manner in which the amount spent during the financial
year is detailed below:
Corporate Social Responsibility (CSR) Activities:
During the year the Company has given corpus donation of ` 1
In all during 2016-17 RHF had donated / spent ` 43,52,600/- out of the income earned on the corpus fund donated by the Company from time
to time towards CSR expenditure on behalf of the Company.
Manner in which the amount spent during the financial year ended 31st March, 2017 is detailed below.
Sr. CSR Project Sector in Projects or Amount Amount spent on Cumulative Amount spent : Direct or
No. or activity which programs outlay the projects or expenditure through implementing agency
Identified the Local area or (budget) programs Sub- upto the
project is other Specify project or heads reporting period Direct Through
covered the state and programs 1) Direct expenditure Implementing
district where wise on projects or Agency*
projects or programs
programs was 2) Overheads
undertaken
(`) (`) (`) (`) (`)
1. Medical aid /
Health, Health
N.A. 1,00,00,000/- 1,00,00,000/- - 1,00,00,000/-
Medical Aid, - Cataract Eye
surgeries As stated
Education Aid Overheads: Nil - - -
above
2. / facilities / Education
support facilities
/ support
TOTAL (`) 1,00,00,000/- 1,00,00,000/- - 1,00,00,000/-
* The Company has incurred CSR expenditure of ` 100/- Lakhs for the financial year 2016-17 by way of donation to the corpus of
Ratanchand Hirachand Foundation (RHF), the Implementing Agency. RHF has carried out above CSR activities on behalf of the
Company.
RESPONSIBILITY STATEMENT
The Responsibility Statement of the Corporate Social Responsibility Committee of the Company is re-produced below:
The implementation and monitoring of Corporate Social Responsibility Policy is in compliance with the CSR objectives and policy of the Company.
RAJAS R. DOSHI
Registered Office: Chairman & Managing Director & Chairman of the CSR
Committee Construction House, 2nd Floor,
5, Walchand Hirachand Road, Ballard Estate, Mumbai 400
001 Date : 18th May, 2017
CSR POLICY expenditure shall not exceed five percent of total CSR
expenditure of the Company in one financial year.
Introduction:-
A. In line with Section 135 of the Act and Companies (Corporate
Social Responsibility Policy) Rules, 2014 read with Schedule VII
to the Act, the Company has formulated its Corporate Social
Responsibility Policy (CSR Policy) for continuing its
charitable activities. The Company intends to undertake its
CSR activities, programmes etc. through Ratanchand Hirachand
Foundation (the Foundation) and / or any other Trust /
Section 8 Company and/ or on its own. The Company’s CSR
activities are independent of the normal conduct of its
business. The CSR programs, projects and activities to be
carried out in this regard by the Company through Ratanchand
Hirachand Foundation and / or any other Trust / Section 8
Company and / or on its own are enumerated as under:
The CSR Committee and the Board of Directors will monitor the
programs / projects and activities undertaken through the
above Foundation on behalf of the Company and / or on its own.
Further the surplus arising out of the CSR programs or projects
or activities shall not form part of the business profit of the
Company.
• Generator is not required to run at high and low • An additional plant at Choutuppal (Telangana) has
voltages, it been erected to manufacture PSC, PCCP, BWSC and
saves diesel cost. Steel pipes with cement mortar lining and coating with
variable lengths in the additional space available in the
• Better efficiency and reduce the production losses
plant.
• Protects the electrical equipments from hazard of
voltage • A Hydraulic testing has been designed and erected at
fluctuation and reduce the maintenance cost. IHP Chilamathur to test PSC, PCCP and BWSC pipes up
to 2000 mm dia. x 6.5 mtr length.
• Automatically corrects voltage and giving constant
voltage. • Welding simulator (Skillveri Aura) has been purchased to
train the welders by practicing on welding simulator. This
• Increases productivity. simulator measures the fundamental skill of welding,
Installed 230 KVAR APFC Panel board at IHP Kovvur factory. identifying shortcomings and improve the welders skill to
have perfection in welding.
• Avoids power factor penalty
• Reduces maximum Demand III. In case of imported technology (imported during the last five
years reckoned from the beginning of the financial year),
• Increases system capacity and reducing the losses. following information may be furnished.
• Improve the System Voltages.
a. Technology imported
Replaced CF lamps with LED lamps at HO, b. Year of Import
R&D. Installed LED Lamps at Choutuppal
factory.
• Energy saving
II. The Capital investment on energy conservation c. Has technology been fully absorbed
NIL
equipments:- d. If not fully absorbed, area which this has
not
• Installation of 500 KVA Servo ` 7,85,756/- taken place, reasons therefore and future
Control plans of action
Voltage Stabilizer
• Installation of 230 KVAR APFC Panel Board ` IV The expenditure incurred on Research and Development:-
2,54,898/-
• The total expenditure on Research & Development during
• Replaced CFL with LED lamps ` 52,000/-
the year was ` 340.49 Lakhs (0.19% of the turnover) as
• Installation of LED lamps ` 39,500/- compared to ` 313.99 Lakhs (0.33 % of the turnover)
Total - ` 11, 32,154 of previous year.
/-
C. FOREIGN ExCHANGE EARNINGS & OUTGO:
III. The Steps taken by the Company for utilizing alternate sources
of energy:- • Earnings : Nil
Place : Mumbai
Rajas R. Doshi
Date : 18th May, 2017
Chairman & Managing Director
ANNExURE ‘E’ TO DIRECTORS’ REPORT
Form No. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)
Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of Section
188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto
1. Details of contracts or arrangements or transactions not at arm’s length basis
(a) Name(s) of the related party and nature of relationship : Ms. Anima B. Kapadia, Director and Sole Proprietress of M/s Daphtary Ferreira &
Divan, Solicitors and Advocates of the Company rendering legal services to
the Company in the professional capacity as Advocate & Solicitor.
(b) Nature of contracts / arrangements / transactions : Rendering legal services to the Company in the professional capacity as
Advocate & Solicitor
(c) Duration of the contracts / arrangements /transactions : Matters referred to Ms. Kapadia during Financial year 2016-17
(d) Salient terms of the contracts or arrangements : Legal services rendered on the legal matters referred to Ms. Kapadia
or transactions including the value, if any
(e) Justification for entering into such contracts or : Legal services availed in the capacity as Advocates and Solicitors of the Company
arrangements or transactions
(f) Date(s) of approval by the Board : 26th October, 2016 & 18th May, 2017
(g) Amount paid as advances, if any : No advance paid. Legal fees Bill - ` 1,76,800/- plus Service Tax. Total including
Service Tax ` 2,03,320/- .
(h) Date on which the special resolution was passed in : N. A.
general meeting as required under first proviso to
section 188 of the Companies Act, 2013
2. Details of material contracts or arrangement or transactions at arm’s length basis
Place : Mumbai
Rajas R. Doshi
Date : 18th May, 2017
Chairman & Managing Director
ANNExURE ‘F’ TO DIRECTORS’
REPORT FORM NO. MGT-9
ExTRACT OF ANNUAL RETURN
As on the financial year ended on 31st March, 2017
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS:
CIN: :
L51500MH1926PLC001255
Registration Date :
20th July, 1926
Name of the Company :
The Indian Hume Pipe Company Limited
Category / Sub-Category of the Company :
Company having Share Capital
Address of the Registered office and contact details :
Construction House, 2nd Floor,
5, Walchand Hirachand Road,
Ballard Estate, Mumbai – 400 001
Tel No.: 022-22618091 / 92, 40748181
Fax No.:022-22656863,
: email : info@indianhumepipe.com
Website : www.indianhumepipe.com
Whether listed Company : Yes - (a) BSE Ltd. (b) National Stock Exchange of India Ltd.
Name, Address and Contact details of Registrar and Transfer Agent, : M/s. Link Intime India Pvt.
Ltd. if any C-101, 247 Park,
L. B. S. Marg, Vikhroli (West), Mumbai - 400
083. Tel. No. 022-49186270
Fax No. 022-49186060
Email: rnt.helpdesk@linkintime.co.in
website: www.linkintime.co.in
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10% or more of the total turnover of the company shall be stated:-
Sl. Name and Description of main product / services NIC Code of the % to total turnover
No Products/ service of the company
1 Construction and maintenance of projects relating to water 42204, 42205, 23955, 24311 99.57
supply, irrigation, sanitation and sewarage systems and pipe
manufacturing.
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES–
Category of Shareholders No. of Shares held at the beginning of the # No. of Shares held at the end of the %
year as on 1st April, 2016 year as on 31st March,2017 Change
during
the year
Demat Physical Total % of Total Demat Physical Total % of Total
Shares Shares
A. Promoters
(1) Indian
a) Individual/HUF 447275 – 447275 1.85 894550 – 894550 1.85 –
b) Central Govt. – – – – – – – – –
c) State Govt(s) – – – – – – – – –
d) Bodies Corp. 16403240 – 16403240 67.72 32806480 – 32806480 67.72 –
e) Banks/FI – – – – – – – – –
f) Any Other – – – – – – – – –
Sub-Total (A)(1): 16850515 – 16850515 69.56 33701030 – 33701030 69.56 –
(2) Foreign – – – – – – – – –
a) NRIs – Individuals 86870 – 86870 0.36 173740 – 173740 0.36 –
b) Other – Individuals – – – – – – – – –
c) Bodies Corp. – – – – – – – – –
d) Banks/FI – – – – – – – – –
e) Any Other – – – – – – – – –
Sub-Total (A) (2) 86870 – 86870 0.36 173740 – 173740 0.36 –
(A)(2): Total Shareholding of 16937385 – 16937385 69.92 33874770 – 33874770 69.92 –
Promoter (A)=(A)(1)+(A)(2)
B. Public Shareholding
1. Institutions
a) Mutual Funds 1173841 – 1173841 4.85 2551939 – 2551939 5.27 0.42
b) Banks/FI 31480 13995 45475 0.19 110099 27990 138089 0.29 0.10
c) Foreign Portfolio – – – – 93873 - 93873 0.19 0.19
Investors
d) Central Govt. – – – – – – – – –
e) State Govt(s) – – – – – – – – –
f) Venture Capital Funds – – – – – – – – –
g) Insurance Companies – – – – – – – – –
h) FIIs – – – – – – – – –
i) Foreign Venture – – – – – – – – –
Capital Funds
j) Others (specify) – – – – – – – – –
Sub-Total (B)(1):- 1205321 13995 1219316 5.03 2755911 27990 2783901 5.75 0.72
2. Non-Institutions
a) Bodies Corp.
i. Indian 848118 5405 853523 3.52 1822163 10810 1832973 3.78 0.26
ii) Overseas – – – – – – – – –
b) Individuals
i) Inividuals Shareholders 3988866 573300 4562166 18.83 7864765 1107830 8972595 18.52 -0.31
holding nominal
Share Capital upto `
1 lakh
ii) Individual shareholders 178415 – 178415 0.74 150111 – 150111 0.31 -0.43
holding nominal share
capital in excess of
` 1 lakh
c) Any Other (specify)
i) Trusts 4300 - 4300 0.02 18000 - 18000 0.04 0.02
ii) Hindu undivided Family 217505 - 217505 0.90 410839 - 410839 0.85 -0.05
iii) Other Directors 21902 1330 23232 0.10 43804 2660 46464 0.10 0.00
iv) Clearing Member 110021 - 110021 0.45 106322 - 106322 0.22 -0.23
v) NRI 117722 – 117722 0.49 251195 – 251195 0.52 0.03
Sub-Total(B) (2) :- 5486849 580035 6066884 25.05 10667199 1121300 11788499 24.33 -0.72
Total Public Shareholding 6692170 594030 7286200 30.08 13423110 1149290 14572400 30.08 -
(B)=(B)(1)+(B)(2)
C. Shares held by Custodian – – – – – – – – –
for GDRs & ADRs
Grand Total (A+B+C) 23629555 594030 24223585 100.00 47297880 1149290 48447170 100.00 -
# During the year the Company has issued Bonus Shares in the ratio of 1:1
ii) Shareholding of Promoters
Sl. Shareholder’s Name Shareholding at the beginning of the Shareholding at the end of the % Change in
No. year as on 1st April, 2016 year as on 31st March, share holding
2017 during the
No. of % of % of Shares # No. of % of % of Shares year
Shares total Pledged / Shares total Pledged /
Shares encumbered Shares encumbered
of the to total of the to total
Company Shares Company Shares
1 M/s. IHP Finvest Ltd 15967080 65.92 -- 31934160 65.92 -- --
2 M/s. Ratanchand Investment Pvt.Ltd. 436160 1.80 -- 872320 1.80 -- --
3 Mr. Rajas R. Doshi* 204575 0.84 -- 409150 0.84 -- --
4 Ms. Jyoti R. Doshi 156665 0.65 -- 313330 0.65 -- --
5 Mr. Aditya R. Doshi 86870 0.36 -- 173740 0.36 -- --
6 Mr. Mayur R. Doshi 86035 0.36 -- 172070 0.36 -- --
Total 16937385 69.92 -- 33874770 69.92 -- --
* Including Shares held under HUF and under Trust.
iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs) :
Sl. For Each of the Top 10 Shareholders Shareholding at the beginning of the Cumulative Shareholding during the year
No. year as on 1st April, 2016 as on 31st March, 2017
No. of shares % of total shares # No. of shares % of total shares
of the of the
Company Company
1 L & T Mutual Fund Trustee Limited- L & T 1101920 4.55 2397939 4.95
Emerging Businesses Fund & Other Funds
2 YMSH Management Consultants LLP 469283 1.94 941102 1.94
3 Aruna P. Chokshi 72182 0.30 150111 0.31
4 Sundaram Mutual Fund A/c Sundaram Smile 71921 0.30 154000 0.32
5 Satyanarayan Karwa 56233 0.23 86132 0.18
6 Shreekant Varun Phumbhra 50000 0.21 100000 0.21
7 Kamalini Bahubali 47240 0.20 94480 0.20
8 Hafeez Sorab Contractor 40000 0.17 80000 0.17
9 Angel Fincap Pvt. Ltd. 38798 0.16 -- --
10 Ajay Upadhyaya 36581 0.15 75000 0.15
11 Perpetual Enterprises LLP -- -- 175588 0.36
# Increase in number of shares is due to Bonus Issue in the ratio of 1:1
v) Shareholding of Directors and Key Managerial Personnel:
Sl. For Each of the Shareholding at the Date Change in Reason Cumulative Shareholding
No. Directors and KMP beginning of the year Shareholding during the year as on
as on 1st April, 2016 31st March, 2017
No. of % of total # No. of % of total
shares shares of shares shares of
the company the company
1 Mr. Rajas R. Doshi – CMD * 204575 0.84 14.12.16 204575 Bonus Shares 409150 0.84
2 Ms. Jyoti R. Doshi - Director 156665 0.65 14.12.16 156665 Bonus Shares 313330 0.65
3 Mr. Mayur R. Doshi – Executive 86035 0.36 14.12.16 86035 Bonus Shares 172070 0.36
Director
4 Mr. Ajit Gulabchand – Director 19415 0.08 14.12.16 19415 Bonus Shares 38830 0.08
5 Mr. Rajendra M. Gandhi – Director 1296 0.01 14.12.16 1296 Bonus Shares 3060 0.01
19.08.16 & Market
234 Purchase
6 Mr. Rameshwar D. Sarda – Director 500 - 14.12.16 500 Bonus Shares 1000 -
7 Mr. N. Balakrishnan – Director - - - No Change Not applicable - -
8 Ms. Anima B. Kapadia – Director 830 - 14.12.16 830 Bonus Shares 1660 -
9 Mr. Vijay Kumar Jatia – Director 830 - 14.12.16 830 Bonus Shares 1660 -
10 Mr. P. D. Kelkar – Director 127 - 14.12.16 127 Bonus Shares 254 -
11 Mr. M. S. Rajadhyaksha – 1000 - 14.12.16 1000 Bonus Shares 2000 -
Chief Financial Officer
12 Mr. S. M. Mandke -Company - - - No Change Not applicable - -
Secretary
At the End of the year 471273 1.94 14.12.16 471273 Bonus Shares 943014 1.94
* Including Shares held under HUF and under Trust.
# Increase in number of shares is due to Bonus Issue in the ratio of 1:1
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding / accrued but not due for payment as on 31st March, 2017:
` in Lakhs
Sr. Name of the Employee Designation Remuneration Nature of Qualification(s), Date of Details of
No. and Age received Employment Experience & Age commence- previous
` ment of employment
employment
(A) Employed throughout the financial year and in receipt of remuneration aggregating not less than ` 1,02,00,000/- for the
year.
1 Mr. Rajas R. Doshi, (65) Chairman & 5,81,99,717 General control of the B E (Civil) 01-01-1981 M/s Hindustan
Managing business and affairs (42) Construction
Director of the Company - Company Ltd.
contractual Mumbai.
2 Mr. Mayur R. Doshi, (38) Executive 2,91,45,345 General control of the B.E. (Electronics) 03-12-2007 Siebel Systems
Director business and affairs MS(COMP SC) USA and Oracle
of the Company - (15 ) Corporation USA
contractual
(B) Employed for a part of the year and in receipt of remuneration aggregating not less than ` 8,50,000/- per month
NIL
(C) If employeed throughout the financial year or part thereof was in receipt of remuneration in that year which, in the aggreegate, or as the
case may be, at a rate which, in the aggregate is in excess of that drawn by the Managing Director or Whole-Time-Director or
Manager and holds by himself or alongwith his spouce and dependent children, not Less that 2% of the equity shares of the
Company.
NIL
Note:
a) Total remuneration includes Salary, Commission, House Rent Allowance and other Allowance, Leave Travel Allowance, payment of
premium of Mediclaim Insurance, Medical Assistance, Company's contribution to Provident Fund, Supperannuation Fund, Taxable value
of perquisites, etc.
b) Mr. Rajas R. Doshi, Chairman & Managing Director, Mr. Mayur R. Doshi, Executive Director and Ms. Jyoti R. Doshi, Director are related to
each other.
c) Mr. Rajas R Doshi and Mr. Mayur R. Doshi are employed with the Company on contractual basis.
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE PHILOSOPHY
I. BOARD OF DIRECTORS:
The philosophy of Corporate Governance as manifested in the A. Composition of Board:
Company’s functioning is to achieve business excellence by The composition of the Board is in conformity with Listing Regulations
enhancing long term shareholders value and interest of all its which stipulates that the Board should have optimum combination of
stakeholders. Efficient conduct of its business through commitment to Executive and Non-Executive Directors with at least one women
transparency and business ethics in discharging its corporate Director and not less than fifty percent of the Board should comprise of
responsibilities are hallmarks of the best practices already followed by Non-Executive Directors. Further if the Chairman of the Board is an
the Company. Executive Director then at least half of the Board of Directors should
Good corporate governance has always been an integral part of consist of Independent Directors.
the Company’s business philosophy. The Company attaches All the Directors possess the requisite qualifications and experience
significant importance to issues of Corporate Governance and has in general corporate management, finance, insurance, law and other
always focused on good corporate governance. Your Company has allied fields enabling them to contribute effectively in their capacity as
consistently made efforts in ensuring transparency, accountability and Directors of the Company.
responsibility in dealing with its employees, stakeholders, customers As on 31st March, 2017, the total strength of the Board is ten
and the community at large. Directors including two women Directors. Out of ten Directors
there are six Independent Directors, two Executive Directors and
Your Company fundamentally believes that good corporate two Non-Executive Non-Independent Directors.
governance should be an internally driven need and is not to be
The management of the Company is headed by the Chairman &
looked upon as an issue of compliance dictated by statutory
Managing Director and Executive Director who operates under the
requirements. Your Company has systems and procedures in place to
supervision and control of the Board. The Board reviews and approves
ensure that it remains fully compliant with all mandated regulations.
strategy and oversees the actions and performance of the Management
The stipulations mandated by SEBI (Listing Obligations and Disclosure to ensure that the long term objectives of the organisation are
Requirements) Regulations, 2015 (Listing Regulations) have been achieved successfully.
complied with.
BSE Sensex and IHP Shares Prices are indexed to 100 at the beginning of April, 2016.
Note: Bonus Shares in the ratio of 1:1 were allotted to the shareholders on 14th December, 2016.
NSE Nifty and IHP Shares Prices are indexed to 100 at the beginning of April, 2016
Note: Bonus Shares in the ratio of 1:1 were allotted to the shareholders on 14th December, 2016.
We have reviewed the financial statements, and the cash flow statement of The Indian Hume Pipe Co. Ltd. for the year ended 31st March, 2017
and that to the best of our knowledge and belief, we state that :
A. (i) These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be
misleading
(ii) These statements together present true and fair view of the Company’s affairs and are in compliance with the existing accounting
standards, applicable laws and regulations.
B. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or
violating the Company’s Code of Conduct.
C. We accept responsibility for establishing and maintaining internal controls for financial reporting. We have evaluated the effectiveness of internal
control systems of the Company pertaining to the financial reporting and have disclosed to the Auditors and to the Audit Committee, deficiencies
in the design or operations of such internal controls, if any, of which we are aware and the steps have been taken or proposed to be
taken for rectifying these deficiencies.
D. We have indicated to the Auditors and the Audit Committee;
1. significant changes in internal control over financial reporting during the year;
2. significant changes in accounting policies made during the year and that the same have been disclosed in the notes to the financial
statements; and
3. instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee
having a significant role in the Company’s internal control system over financial reporting.
I, Rajas R. Doshi, Chairman & Managing Director of The Indian Hume Pipe Co. Ltd., hereby confirm that all the members of the Board of Directors and
Senior Management Personnel have affirmed compliance with the Code of Conduct for the financial year ended 31st March, 2017.
Rajas R. Doshi
Chairman & Managing Director
Place : Mumbai
Date : 18th May, 2017
Name of Statute Nature of Dues Period to which the Forum where dispute is pending
amount relates Commissionerate/ Appelate High Court
Dy. Commissionerate Tribunal (` in lakhs)
(` in lakhs) Authorities
(` in lakhs)
Sales Tax / VAT Tax /Penalty/ Interest 1980-81 - - 1.09
1986-87 - - 1.78
1989-90 - 25.31 -
1990-91 - 35.70 -
1991-92 - 31.31 -
1992-93 - 15.40 -
1993-94 - 14.39 -
1994-95 - 34.74 0.50
1995-96 - 72.49 -
1996-97 - - 0.20
1997-98 - - 1.11
2000-01 - - 73.52
ANNExURE ‘A’ TO THE AUDITORS’
REPORT
The IndIan hume PIPe ComPany LImITed 54
ANNExURE ‘A’ TO THE AUDITORS’ REPORT
Name of Statute Nature of Dues Period to which the Forum where dispute is pending
amount relates Commissionerate/ Appelate High Court
Dy. Commissionerate Tribunal (` in lakhs)
(` in lakhs) Authorities
(` in lakhs)
2001-02 - - 110.39
2003-04 - 70.56 -
2007-08 15.92
2009-10 7.02 - -
2012-13 90.28
2013-14 48.72 3.68 -
2014-15 125.23 - 2457.77
2015-16 4.20 - 578.39
Central Excise Act, 1944 Duty, Interest and 1978-79 1.06 - -
Penalty on Valuation
/ Classification /
Tariff
1981-82 0.37 - -
1982-83 0.11 - -
1985-86 0.06 - -
1991-92 0.57 - -
1992-93 0.15 - -
1993-94 - 0.35 -
1994-95 7.01 3.10 -
1995-96 0.59 1.61 -
1996-97 0.53 - -
1997-98 0.71 - -
1998-99 0.80 - -
1999-00 0.51 - -
2000-01 1.25 - -
2004-05 11.89 - -
2005-06 - 4.80 -
2006-07 - 0.82 -
2007-08 - 0.21 -
2008-09 - 282.94 -
2009-10 - 0.34 -
2010-11 5.96 136.85 -
2011-12 - 4.74 -
2012-13 - 9.74 -
2013-14 - 173.00 -
2015-16 3.87 - -
2016-17 15.40 - -
Service Tax Tax / Penalty / Interest 2008-09 - 1.80 -
2009-10 - 87.64 -
2010-11 - 2.40 -
2011-12 - 6.27 -
2016-17 30.77 - -
` in Lakhs
Note As at As at
March 31, 2017 March 31, 2016
EQUITY AND LIABILITIES
Shareholders' Funds
Share capital 2.1 968.94 484.47
Reserves and surplus 2.2 38991.78 30180.89
39960.72 30665.36
Non-Current Liabilities
Long term borrowings 2.3 815.65 1364.79
Other long term liabilities 2.5 1478.88 2114.70
Long term provisions 2.6 276.62 234.47
2571.15 3713.96
Current Liabilities
Short term borrowings 2.7 25211.33 29658.70
Trade payables 2.8
- Due to micro, small & medium enterprises 7.73 4.59
- Due to other than micro, small & medium enterprises 31763.00 25717.41
Other current liabilities 2.9 32851.31 16163.42
Short term provisions 2.10 578.26 406.44
90411.63 71950.56
TOTAL 132943.50 106329.88
ASSETS
Non-Current Assets
Fixed assets
Tangible assets (Property, Plant and Equipments) 2.11 7739.10 7266.35
Intangible assets 2.11 50.10 44.18
Capital work-in-progress 2.11 95.52 259.40
7884.72 7569.93
For K. S. AIYAR & CO. RAJAS R. DOSHI Chairman & Managing Director
Chartered Accountants
ICAI Firm Registration No. 100186W AJIT GULABCHAND
JYOTI R. DOSHI
RAJENDRA M. GANDHI
SACHIN A. NEGANDHI M. S. RAJADHYAKSHA RAMESHWAR D. Directors
SARDA
Partner Chief Financial Officer N. BALAKRISHNAN
(Membership No.112888) ANIMA B.
KAPADIA
S. M. MANDKE VIJAY KUMAR JATIA
Company Secretary P. D. KELKAR
MAYUR R. DOSHI Executive Director
STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2017
` in Lakhs
Note For the Year For the Year
2016-17 2015-16
INCOME
Revenue from operations 2.20 179954.10 93893.91
Other income 2.21 296.41 295.91
Total Revenue 180250.51 94189.82
ExPENSES
Cost of materials consumed 2.22 13477.70 9426.62
Purchase of Traded Goods 109.36 -
Changes in inventories of Finished Goods, Work in 2.23 (1000.53) 658.30
Progress and Stock In Trade
Construction expenses 2.24 126039.86 61758.73
Manufacturing and other expenses 2.25 1350.39 984.48
Employee benefits expenses 2.26 6623.16 5078.74
Excise duty and taxes 2.27 8993.16 3199.66
Finance Costs 2.28 4771.21 4526.05
Depreciation and amortization expenses 2.29 1052.69 980.40
Other expenses 2.30 3603.05 3091.35
Total Expenses 165020.05 89704.33
As per our Report of even date For and on behalf of the Board
For K. S. AIYAR & CO. RAJAS R. DOSHI Chairman & Managing Director
Chartered Accountants
ICAI Firm Registration No. 100186W AJIT GULABCHAND
JYOTI R. DOSHI
RAJENDRA M. GANDHI
SACHIN A. NEGANDHI M. S. RAJADHYAKSHA RAMESHWAR D. Directors
SARDA
Partner Chief Financial Officer N. BALAKRISHNAN
(Membership No.112888) ANIMA B.
KAPADIA
S. M. MANDKE VIJAY KUMAR JATIA
Company Secretary P. D. KELKAR
` in Lakhs
2016-17 2015-16
A. CASH FLOW FROM OPERATING ACTIVITIES
Profit Before Tax 15230.46 4485.49
Adjusted For
Depreciation and amortisation expenses 1052.69 980.40
Interest & other finance expenses 4771.21 4526.05
Bad debts written off 255.88 86.08
Interest income (82.87) (65.85)
Dividend income (4.09) (3.38)
Profit on sale of fixed assets (26.21) (14.79)
Loss on sale of investments - 0.35
Operating profit before working capital changes 21197.07 9994.35
Adjusted For
Trade and other receivables (8163.54) (319.95)
Inventories (16104.24) (6071.98)
Trade and other payables 22324.12 3369.74
(1943.66) (3022.19)
Cash Generated from Operations 19253.41 6972.16
Direct taxes paid (4627.19) (2397.88)
Net Cash from Operating Activities 14626.22 4574.28
For K. S. AIYAR & CO. RAJAS R. DOSHI Chairman & Managing Director
Chartered Accountants
ICAI Firm Registration No. 100186W AJIT GULABCHAND
JYOTI R. DOSHI
RAJENDRA M. GANDHI
SACHIN A. NEGANDHI M. S. RAJADHYAKSHA RAMESHWAR D. Directors
SARDA
Partner Chief Financial Officer N. BALAKRISHNAN
(Membership No.112888) ANIMA B.
KAPADIA
S. M. MANDKE VIJAY KUMAR JATIA
Company Secretary P. D. KELKAR
MAYUR R. DOSHI Executive Director
1 SIGNIFICANT ACCOUNTING POLICIES
1.1 Method of Accounting
The Financial Statements have been prepared and presented under the historical cost convention on accrual basis of accounting in accordance
with the accounting principles generally accepted in India and comply with the mandatory Accounting Standards ("AS") notified u/s 133 of
the Act, read with Rules 7 of the Companies (Accounts) Rules, 2014 and the relevant provisions of the Companies Act, 2013.
1.2 Management Estimates
The Financial Statements are prepared in conformity with generally accepted accounting principles and applicable accounting standards, which
may require management to make estimates and assumptions. These may affect the reported amount of assets and liabilities and disclosures of
contingent liabilities on the date of the financial statements and the reported amount of revenues and expenses during the
reporting periods.
1.3 Revenue Recognition
A. Contract Revenue
Construction Contract Accounting
a. Revenue arising from construction contracts is recognised in proportion to the stage of completion of work at the end of the
accounting period in accordance with Accounting Standard-7, Accounting for Construction Contracts. Sales/Work Bills (Gross)
represent running Bills raised against Value of the Work done either, to the extent certified and paid for by Contractees or on
completed works. The company recognises profits for projects exceeding contract value of ` 500 crores after execution of 7.5 %
and for others after execution of 10% of contract value.
b. Trade Receivables include Work bills, Work & Other Retentions receivable.
c. Advances against Work in Progress received from Contractees are presented as a reduction from the Contract Work in
Progress and Trade Receivables.
d. The Percentage of Completion is applied by calculating the proportion that contract revenue to date bears to the total contract
value and adjustments are made to include only those costs that reflect work performed.
e. Contract Revenue includes inventories against contracts at Factory and Project site/location and represents the value of the work
done, not certified or not paid for by Contractees and are valued at Contract Price or at Proportionate Contract Price based on the
equivalent stage of completion as estimated by Management inclusive of relevant excise duty.
f. Provision is made for estimated future losses and estimated costs of post-works maintenance and warranties as per contractual
terms.
g. Accounting estimates could change from period to period. Actual results could differ from those estimates. Appropriate
changes in estimates are made as the Management becomes aware of changes in circumstances surrounding the estimates.
The changes in estimates are reflected in the financial statements in the period in which changes are made.
B. Sales (Other than Construction Contracts)
a. Sales of Goods - mainly consist of sale of manufactured pipes/sleepers and sale of Air Rifles, Air Pistols and Accessories and
Parts and Technical Know-how.
b. Revenue from such sales is recognised on dispatches of goods from the factory.
c. Sales are inclusive of excise duty.
1.4 Claims
Expenditure incurred in respect of additional costs/delays on contracts are accounted for in the year in which these are incurred. Claims
made in respect thereof are accounted as income in the year of acceptances by the clients or evidence of acceptance received
from the clients.
1.5 Government Grants and Subsidies
Government Grants and subsidies are recognised when there is reasonable assurance that the conditions attached to them will be complied and
grant/ subsidy will be received.
1.6 Export/Deemed Export Benefits
Cash compensatory support or export/deemed export related benefits on the works executed/under execution are accounted on
confirmation/ acceptance of such claims by relevant authorities and approved for payment.
1.7 Accounting for Joint Venture Contracts
For Contracts executed in Joint Venture, since there is no deployment of common resources, share of revenue is accounted on the basis
similar to those adopted for contracts independently executed by the company.
` in Lakhs
Particulars As at As at
March 31, 2017 March 31, 2016
2.1 SHARE CAPITAL
Authorised Capital
4,84,47,170 (2,42,23,585) Equity Shares of ` 2/- each fully paid-up. 968.94 484.47
a) Of the above:
(i) 4,35,70,870 (1,93,47,285) equity shares fully paid-up have
been issued as bonus shares by capitalisation of general
reserves.
(ii) 18,75,000 (18,75,000) equity shares fully paid-up have
been issued by part conversion of 13.5% debentures as per
terms on 01-10-1993.
(iii) 3,19,34,160 (1,59,67,080) equity shares are held by
holding Company - IHP Finvest Ltd.
(iv) 8,72,320 (4,36,160) equity shares are held by ultimate
holding Company - Ratanchand Investment Pvt. Ltd.
e) Details of shares held by shareholders holding more than 5% of aggregate shares in the company.
The Board of Directors at their meeting held on May 18, 2017, have recommended Final Dividend of ` 2.40 (1.20%) per share of ` 2/-
each for the Financial Year 2016-17 on enhanced Equity Share Capital post Bonus Issue, subject to approval of Shareholders of the
Company. Total dividend, post bonus issue including interim dividend for the Financial Year 2016-17 is ` 1647.20 lakhs (170%) as
against ` 775.15 lakhs (160%) paid to Financial Year 2015-16. Pursuant to amendment in Accounting Standard (AS)-4, "Contingencies and
Events Occuring After the Balance Sheet Date", declaration of dividends to shareholders after the balance sheet date is not required to be
recognised as a liability as at the balance sheet date.
Deferred tax assets and deferred tax liabilities have been offset as they relate to same governing taxation laws.
` in Lakhs
Sr. DESCRIPTION GROSS BLOCK ( at book value) DEPRECIATION / AMORTISATION NET BLOCK
No. As at Additions Deductions/ As at As at Deductions/ For the As at As at As at
01-04-2016 Adjustment 31-03-2017 01-04-2016 Adjustment Period 31-03-2017 31-03-2017 31-03-2016
A) Tangible Assets
3 Buildings 6676.93 533.88 14.46 7196.35 3077.57 14.37 342.93 3406.13 3790.22 3599.36
4 Plant, Machinery
6986.99 499.94 65.59 7421.34 4921.60 61.09 501.91 5362.42 2058.92 2065.39
and Equipment
5 Furniture and Fixtures 150.59 55.94 1.21 205.32 116.68 1.17 14.16 129.67 75.65 33.91
6 Vehicles 997.77 406.44 167.61 1236.60 680.57 157.70 165.51 688.38 548.22 317.20
7 Office Equipment 110.42 26.08 9.01 127.49 91.77 8.50 9.97 93.24 34.25 18.65
Total Tangible Assets 16154.54 1522.28 257.88 17418.94 8888.19 242.83 1034.48 9679.84 7739.10 7266.35
B) Intangible Assets
1 Computer Software (ERP) 102.82 24.13 - 126.95 58.65 - 18.21 76.86 50.09 44.17
Total Intangible Assets 106.27 24.13 - 130.40 62.09 - 18.21 80.30 50.10 44.18
Grand Total 16260.81 1546.41 257.88 17549.34 8950.28 242.83 1052.69 9760.14 7789.20 -
Total of previous year 15619.63 832.47 191.29 16260.81 8147.89 178.01 980.40 8950.28 - 7310.53
2.15 INVENTORIES
Raw Materials, Stores & Spares
Raw Materials 1716.67 1131.22
Stores and Spares 581.33 605.54
Loose Tools 254.64 190.29
2552.64 1927.05
800.16 800.16
Less: Stock at the end of the year
- -
TOTAL II
(1000.53) 658.30
TOTAL ( I +
II )
2.31 CONTINGENT LIABILITIES AND COMMITMENTS (TO THE ExTENT NOT PROVIDED FOR):
1 Contingent Liabilities
a) Guarantees given by the Banks 14219.10 11870.92
b) Claims against the company not acknowledged as debts 89.79 120.59
c) Sales Tax / VAT demand under appeal 3819.69 3786.89
d) Demands raised by Excise department excluding interest, if any, leviable thereon. 1139.00 1513.89
e) Service Tax demand under appeal 12748.60 12717.82
f) Bill discounted under letter of credit & remaining unpaid at the date of Balance 1868.74 853.07
Sheet.
The Management believes that the outcome of any pending litigation will not have a
material adverse effect on the Company's financial position and the results of
operations.
663.98 137.27
2 Capital Commitments
Commitments for Capital Expenditure are estimated at
(Executive Director)
Key Managerial Personnel
v Mr. S. M. Mandke
(Company Secretary)
vi Mr. M. S.
Rajadhyaksha (Chief
Financial Officer)
vii Ms. Jyoti R. Doshi. Relatives of Key Managerial Personnel
(Director) viii Mr. Aditya R.
Doshi
ix Ms. Anushree M. Doshi
Mobile Systems India Pvt. Ltd.
x Companies in which control exists directly /
indirectly xi Raj Jyoti Trading & Investment Pvt. Ltd.
xii Ms. Anima B. Kapadia (Director) Other Related
Party xiii Walchand
Hirachand Foundation
xiv Ratanchand Hirachand Foundation Section 8 of Companies Act,
2013. xv Smt. Pramila Shantilal Shah
Charity Foundation.
xvi Verifacts Services Pvt. Ltd. Company in which a director is interested.
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31,
2017
2.32 B. Nature of Transactions
Following transactions were carried out during the year with the related parties in the ordinary course of business.
` in Lakhs
Sr Transactions Ultimate Promoter Key Relatives Other
No. Holding Holding Managerial of Related
Company Company Personnel Key Party
Managerial
Personnel
1 Dividend paid during the year
a. Ratanchand Investment Pvt. Ltd. 8.72
(27.04)
b. IHP Finvest Ltd. 319.34
(989.96)
c. Mr. Rajas R. Doshi (C & MD) 4.09
(12.68)
d. Mr. Mayur R. Doshi (Executive Director) 1.72
(5.33)
e. Ms. Jyoti R. Doshi (Director) 3.13
(9.71)
f. Mr. Aditya R. Doshi 1.74
(5.39)
g. Mr. M. S. Rajadhyaksha & Relatives 0.02 0.02
(Chief Financial Officer) (0.06) (0.06)
RESULTS
Segment results 23558.50 11158.36 (3.63) (1.87) 23554.87 11156.49
Unallocated Expenditure net of unallocated (3666.37) (2228.62)
income
Operating Profit 19888.50 8927.87
OTHER INFORMATION
Segment Assets 127505.48 102673.83 2020.27 1373.38 129525.75 104047.21
Unallocated Corporate Assets 3417.75 2282.67
Total Assets 132943.50 106329.88
Capital Expenditure
For Segment 1268.57 936.95 25.14 6.11 1293.71 943.06
For Corporate 64.46 114.48
Total Capital Expenditure 1358.17 1057.54
Depreciation - Segment
For Segment 911.07 881.23 8.01 10.22 919.08 891.45
For Corporate 133.61 88.95
Total Depreciation 1052.69 980.40
NOTES:
1 BUSINESS SEGMENTS
The Company has considered "Business Segment" as the primary reporting segment for disclosure. The products included in each of
the reported domestic business segments are as follows:
a. Construction contracts including Water Supply Schemes, Pipes Supply & Laying Projects.
b. Others include Railway Sleepers, Air Rifles, Development of Land and Other Miscellaneous items.
Segment revenue relating to each of the above domestic business segment includes income from services provided, where
applicable. The above business segments have been identified considering:
1. The nature of products & services
2. The differing risks & returns
2 There are no inter segment sales.
3 Since the Company does not have any significant business outside India there are no reportable geographic segments.
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31,
2017
2.37 Employee Benefits:
` in Lakhs
Defined Benefit Plans/Long Term compensated absences - As 2016-17 2015-16
per Actuarial Valuation as on March 31, 2017. Gratuity Leave Gratuity Leave
Encashment Encashment
I Expense recognised in the Statement of Profit & Loss for the
year ended March 31, 2017.
1 Current Service Cost 54.42 121.37 65.80 107.10
2 Interest Cost 113.10 19.90 109.23 17.88
3 Expected return on plan assets (114.23) - (108.51) -
4 Actuarial (Gains)/Losses 190.15 (35.86) 44.30 (72.42)
Total Expenses 243.44 105.41 110.82 52.56
III Change in Obligation during the year ended March 31, 2017.
1 Present value of Defined Benefit Obligation at beginning of the 1479.86 415.23 1365.38 379.83
year 54.42 121.37 65.80 107.10
2 Current Service Cost 113.10 19.90 109.23 17.88
3 Interest Cost 190.15 (35.86) 44.30 (72.42)
4 Actuarial (Gains) / Losses (109.08) (16.33) (104.85) (17.16)
5 Benefits Payment 1728.45 504.31 1479.86 415.23
6 Present value of Defined Benefit Obligation at end of the year
IV
Change in Assets during the year ended March 31, 2017. 1374.47 - 1209.54 -
1 Plan Assets at beginning of the year 114.23 - 108.51 -
2 Expected return on Plan Assets 133.85 16.33 161.27 17.16
3 Contribution by Employers (109.08) (16.33) (104.85) (17.16)
4 Actual benefits paid 3.73 - - -
5 Actuarial Gains/(Losses) on Plan Assets 1517.20 - 1374.47 -
6 Plan Assets at end of the year
V
Actuarial Assumptions 6.69% 6.69% 8.00% 8.00%
1 Discount Rate 8.21% 8.21% 8.35% 8.35%
2 Expected Rate of Return on plan assets (2006-08) IALM (2006-08) IALM (1994-96) LIC (2006-08) IALM
3 Mortality Pre-retirement Ult Ult Ult Ult
4.00% 4.00% 4.00% 4.00%
4 Rate of increase in compensation
5 The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other
relevant factors such as supply and demand in the employment market .
Experience adjustments
(Gain)/Loss
Experience adjustments of plan liabilities 190.15 44.30 108.85 82.61 62.40
Experience adjustments on plan assets - - - - -
Pursuant to issue of allotment of Bonus Shares during the year, the earnings
per share (basic and diluted) have been adjusted for all periods stated above.
2.39 The Company has amounts due to suppliers under the Micro, Small and Medium Enterprises Development Act, 2006, as at March
31, 2017. The disclosure pursuant to the said Act is as under:
` in Lakhs
2016-17 2015-16
Principal amount due to suppliers under MSMED Act 7.73 4.59
Interest accrued and due to suppliers under MSMED Act on the above amount Nil Nil
Payment made to suppliers (other than interest) beyond appointed day during the year. Nil Nil
Interest paid to suppliers under MSMED Act Nil Nil
Interest due and payable to suppliers under MSMED Act towards payments already made Nil Nil
Interest accrued and remaining unpaid at the end of the accounting year. Nil Nil
Note: The above information regarding Micro, Small and Medium Enterprises has been determined to the extent such parties have been
identified on the basis of information available with the Company. This has been relied upon by the auditors.
2.40 Disclosures regarding Specified Bank Notes held and transacted during the period November 8, 2016 to December 30, 2016 as under:
` in Lakhs
Sr Particulars SBNS Other Total
No Denominations
Notes
1 Closing cash in hand as on November 8, 2016 20.99 2.21 23.20
2 Permitted Receipts - 80.96 80.96
3 Permitted Payments 0.80 54.25 55.05
4 Amount Deposited in Banks 20.19 1.00 21.19
5 Closing cash in hand as on December 30, 2016 - 27.92 27.92
2.41 Disclosure in accordance with Accounting Standard-7 (Revised) Amount due from / to customers on construction contracts:
` in Lakhs
Particulars 2016-17 2015-16
Contract Revenue for the year 164278.21 82174.33
Aggregate amount of cost incurred and recognised profits less recognised losses 142438.20 71759.31
upto the reporting date on contract under progress.
Advance received from customers 6320.49 2771.00
Retention Money 26497.63 21776.31
Gross amount due from customers for contract work 5141.10 5424.24
Gross amount due to customers for contract work - -
2 Sleepers
i) Sand & Metal 100.30 16.63
ii) Cement 298.24 43.42
iii) Wire & Rods & HT Wire 369.68 57.27
iv) Other Raw Materials 307.34 52.54
For K. S. AIYAR & CO. RAJAS R. DOSHI Chairman & Managing Director
Chartered Accountants
ICAI Firm Registration No. 100186W AJIT GULABCHAND
JYOTI R. DOSHI
RAJENDRA M. GANDHI
SACHIN A. NEGANDHI M. S. RAJADHYAKSHA RAMESHWAR D. Directors
SARDA
Partner Chief Financial Officer N. BALAKRISHNAN
(Membership No.112888) ANIMA B.
KAPADIA
S. M. MANDKE VIJAY KUMAR JATIA
Company Secretary P. D. KELKAR
100986
125000
100000 93894
82301 5000
4157
69579 4000
75000 3000 2910
2000 2285 2406
50000 1000
0
25000
12-1313-1414-1515-1616-17
12-1313-1414-1515-1616-17
0
Manufacturing, Construction,
Excise & Taxes - 135383
10000
0
Notes
PROxY FORM
(Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014)
Name of the Member(s) :
Registered address :
Email ID :
Folio No. / Client ID : DP ID No.
I / We being the member(s) of shares of the abovenamed Company hereby appoint :
1) Name: Address :
Email ID :
Signature :
or failing him/her;
2) Name: Address :
Email ID:
Signature :
or failing him/her;
3) Name: Address :
Email ID:
Signature :
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 91st Annual General Meeting of the Company to be held
on Monday, 10th July, 2017 at 3.00 p.m. at Walchand Hirachand Hall, Indian Merchants’ Chamber Building, 4th Floor, Indian Merchants’ Chamber
Marg, Churchgate, Mumbai - 400 020 and at any adjournment thereof in respect of such resolutions as are indicated below:
Sr. no. RESOLUTIONS Optional *
Ordinary Business For Against
1. Ordinary Resolution for adoption of Audited Financial Statements, Reports of the Board of Directors and Auditors for the year
ended 31st March, 2017.
2, Ordinary Resolution for confirmation of payment of Interim Dividend and declaration of Final Dividend for the financial year
ended 31st March, 2017 on Equity Shares of the Company.
3. Ordinary Resolution for re-appointment of Ms. Anima B. Kapadia (DIN:00095831) who retires by rotation and being
eligible offers herself for re-appointment.
4. Ordinary Resolution under Section 139 of the Companies Act, 2013 for appointment of M/s. Deloitte Haskins & Sells LLP,
Chartered Accountants, as Statutory Auditors of the Company from conclusion of 91st Annual General Meeting till the
conclusion of 96th Annual General Meeting of the Company.
Special Business
5. Ordinary Resolution under Section 143(8) of the Companies Act, 2013 authorising Board of Directors to appoint Branch
Auditors for the financial year 2017-18 and fix their remuneration.
6. Ordinary Resolution under Section 61 read with Section 64 of the Companies Act, 2013 increasing the Authorised Share
Capital to
` 20 Crores and alternation to Memorandum of Association of the Company.
7. Special Resolution under Section 14 of the Companies Act, 2013 for alteration to Articles of Association of the Company
for increase in the Authorised Share Capital.
8. Special Resolution under Section 94 of the Companies Act, 2013 for Place of keeping of Register of Members of the
Company.
9. Special Resolution under Section 197, 198 of the Companies Act, 2013 for payment of commisssion to Non-Executive
Directors of the Company from the financial year 2017-18 to 2019-20.
10. Ordinary Resolution under Section 148(3) of the Companies Act, 2013 for ratifying the remuneration of Cost Auditor of
the Company for the financial year 2017-18.
11. Ordinary Resolution under Section 20 of the Companies Act, 2013 for delivery of documents on the members through a
particular mode, if requested by the Members of the Company.
*It is optional to put (√) in the appropriate column against the Resolutions indicated in the Box. If you leave the ‘For’ or ‘Against’ column blank against any or all
Resolutions,
your proxy will be entitled to vote in the manner as he / she thinks appropriate.
Affix
Signed this day of 2017. Revenu
e
Stamp
ATTENDANCE SLIP
(To be presented at the entrance)
Registered Folio-No./
DP ID/Client ID
Name and Address of
the member(s)
Joint Holder 1
Joint Holder 2
I / We hereby record my/our presence at the 91st Annual General Meeting of the Company held on Monday, 10th July, 2017 at
3.0 p.m. at Walchand Hirachand Hall, Indian Merchants’ Chamber Building, 4th Floor, Indian Merchants’ Chamber Marg,
Churchgate, Mumbai - 400 020.
The Remote e-voting facility will be available during the following voting period:
Commencement of Remote e-voting From Thursday, 6th July, 2017 (9.00 a.m.)
Note: During the Remote e-voting period, members of the Company holding shares as on the cut-off date of 30th June, 2017 may cast their
vote electronically. Any person, who acquires shares of the Company and become a member of the Company after dispatching of the
Notice and holding shares as of the cut-off date i.e. 30th June, 2017 may obtain the login ID and password by sending a request at
evoting@nsdl.co.in or contact NSDL at following toll free no.:1800-222-990 or contact the Company at
investorsgrievances@indianhumepipe.com or M/s. Link Intime India Pvt. Ltd., Registrar & Share Transfer Agent at
rnt.helpdesk@linkintime.co.in..
Please read the instructions given at Note No.21 of the Notice of the 91st Annual General Meeting carefully before voting electronically.
Head Office
6Project/Marketing Office