Ihpar 1617

Download as docx, pdf, or txt
Download as docx, pdf, or txt
You are on page 1of 136

Board of Directors Mr. Rajas R.

Doshi : Chairman & Managing Director


Mr. Ajit Gulabchand
Ms. Jyoti R. Doshi
Mr. Rajendra M. Gandhi
Mr. Rameshwar D. Sarda
Mr. N. Balakrishnan
Ms. Anima B.
Kapadia Mr. Vijay
Kumar Jatia Mr. P.
D. Kelkar Executive Director
Mr. Mayur R. Doshi :
Company Secretary Mr. S. M. Mandke

Chief Financial Officer Mr. M. S. Rajadhyaksha

Executives Mr. P. R. Bhat : Vice President


Mr. Ajay Asthana : Sr. General Manager
Mr. G. Pundareekam : Sr. General Manager
Mr. Shashank J. Shah : General Manager
Mr. S. P. Makhija : General Manager
Mr. M. N. Gawade : Chief Internal Auditor
Mr. A. B. Joshi : Chief Personnel Manager

Auditors M/s. K. S. Aiyar & Co., Chartered Accountants


F-7, Laxmi Mills, Shakti Mills Lane, (Off. Dr. E. Moses
Road), Mahalaxmi, Mumbai – 400 011

Solicitors M/s. Daphtary Ferreira & Divan


M/s. Argus Partners

Bankers State Bank of India CONTENTS


Bank of Baroda
HDFC Bank Ltd. Notice 2
Corporation Bank
Route Map of the Venue of AGM 10
Registrar and M/s. Link Intime India Pvt. Ltd.
Management Discussion and Analysis Report 11
Transfer Agent C-101, 247 Park, L. B. S. Marg,
Vikhroli (W), Mumbai - 400 083 Directors’ Report 20
Tel No. 022-49186270 Fax No. 022-49186060
email : rnt.helpdesk@linkintime.co.in Secretarial Auditors’ Report 30

Corporate Governance Report 41


Registered Office Construction House, 2nd Floor,
5, Walchand Hirachand Road, Auditors’ Certificate on Corporate Governance 52
Ballard Estate, Mumbai – 400 001
Tel No.: 022-22618091 / 92, 40748181 Independent Auditors’ Report 53
Fax No.:022-22656863
email : info@indianhumepipe.com Balance Sheet 58
Website : www.indianhumepipe.com Statement of Profit and Loss 59
CIN No. : L51500MH1926PLC001255
Cash Flow Statement 60
Annual General Monday, 10 July, 2017, 3.00 p.m.
th
Significant Accounting Policies 61
Meeting Walchand Hirachand Hall,
Indian Merchants’ Chamber Building, Notes to Financial Statements 64
4th Floor, Indian Merchants’ Chamber
Marg, Churchgate, Mumbai – 400 020 Important Financial Statistics 84

1 AnnuAl RepoRt 2016-2017


NOTICE

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)

3 AnnuAl RepoRt 2016-2017


the Company for the financial year 2017-18, on a remuneration of TOTAL SHARE CAPITAL OF THE COMPANY CARRYING
` 1,20,000/- (Rupees One Lakh Twenty Thousand only), VOTING RIGHTS. A MEMBER HOLDING MORE THAN TEN
plus Service Tax/GST as applicable and reimbursement of out PERCENT OF THE TOTAL SHARE CAPITAL OF THE
of pocket expenses and/or travelling expenses incurred by COMPANY CARRYING VOTING RIGHTS MAY APPOINT A
him in connection with the aforesaid cost audit be and is SINGLE PERSON AS PROxY AND SUCH PERSON SHALL NOT
hereby ratified and confirmed.” ACT AS A PROxY FOR ANY OTHER MEMBER.
11. Delivery of documents on the Members through a particular
mode if required by the Member.
To consider and if thought fit, to pass with or without
modification(s), the following resolution as an Ordinary
Resolution:
“RESOLVED THAT pursuant to Section 20 and other
applicable provisions, if any, of the Companies Act, 2013
and relevant Rules prescribed thereunder, consent of the
Company be and is hereby accorded to charge a fee from
a Member in advance, a sum equivalent to the estimated
expenses of delivery of the documents through a particular
mode if a request has been received from the Member by
the Company for delivery of any document through a
particular mode, provided such request alongwith the such
fee has been duly realised by the Company at least one
week in advance of the dispatch of the document(s) by
the Company.
RESOLVED FURTHER THAT for the purpose of giving effect
to this resolution, any of the Key Managerial Personnel of
the Company be and are hereby severally authorized to do
all such acts, deeds, matters and things as they may in
their absolute discretion deem necessary, proper, desirable
or expedient and to settle any question, difficulty, or doubt
that may arise in respect of the matter aforesaid, including
determination of the estimated fees to be paid in advance for
delivery of the document(s).”

By Order of the Board of


Directors, For The Indian
Hume Pipe Co. Ltd.

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

The IndIan hume PIPe ComPany 4


LImITed
THE INSTRUMENT APPOINTING THE PROxY SHOULD, Shareholder(s) Bank Account details as furnished by the respective
HOWEVER, BE DEPOSITED AT THE REGISTERED OFFICE OF Depositories to the Company on the dividend warrants.
THE COMPANY NOT LESS THAN FORTY-EIGHT HOURS BEFORE
In order to avoid the risk of loss/interception of dividend warrants in
THE COMMENCEMENT OF THE MEETING. A PROxY FORM IS
postal transit and/or fraudulent encashment of dividend warrants, the
SENT HEREWITH.
(2) MEMBERS/PROxIES SHOULD BRING THE ATTENDENCE SLIP
DULY FILLED IN FOR ATTENDING THE MEETING
ALONGWITH COPY OF ANNUAL REPORT FOR 2016-17.
(3) Corporate Members intending to send their authorized
representatives to attend the Meeting pursuant to Section 113
of the Companies Act, 2013 are requested to send to the
Company, a duly certified copy of the relevant Board Resolution
authorizing their representative(s) to attend and vote on their
behalf at the Meeting.
(4) In case of joint holders attending the Meeting, the joint holder
who is higher in the order of names will be entitled to vote at the
Meeting, if not already voted through remote e-voting.
(5) A Route Map showing the directions to reach the venue of
the Annual General Meeting is given at the end of this Notice
as per the requirement of the Secretarial Standards – 2 on
‘General Meeting’.
(6) The Register of Members and the Share Transfer Books of
the Company will remain closed from Friday, 30th June, 2017 to
Monday, 10th July, 2017 (both days inclusive) for the purpose of
holding 91st Annual General Meeting.
(7) The relevant Explanatory Statement pursuant to Section 102 of
the Companies Act, 2013 in respect of the Special Business
under item Nos.5 to 11 above, to be transacted at the meeting is
annexed hereto and forms part of this Notice.
(8) The Register of Directors and Key Managerial Personnel and
their shareholding, maintained under Section 170 of the
Companies Act, 2013 will be available for inspection by the
members at the Annual General Meeting of the Company.
The Register of Contracts or Arrangements in which the
Directors are interested, maintained under Section 189 of the
Companies Act, 2013 will be available for inspection by the
Members at the Annual General Meeting of the Company.
(9) The Interim Dividend of ` 1/- per equity share of ` 2/- each
on enhanced share capital of 4,84,47,170 Equity Shares for the
financial year ended 31-03-2017 was declared by the Board of
Directors at their meeting held on 8th February, 2017 and the
same was paid to all the shareholders on 21st February, 2017.
The Final Dividend for the financial year ended 31st March,
2017 of ` 2.40 per equity share of
` 2/- each on enhanced share capital of 4,84,47,170 Equity
Shares (if declared by the shareholders at the ensuing Annual
General Meeting) will be paid on or after 13th July, 2017 to
those Members whose name appears in the Register of
Members of the Company as on the Book Closure date. The
total Dividend, post bonus issue including interim dividend for
the financial year 2016-17 is ` 1,647.20 Lakhs
i.e. ` 3.40 per equity share of ` 2/- each.
(10) Shareholders who hold Shares in dematerialised form may
please note that as advised by the Securities and Exchange
Board of India, the Company will mandatorily print the
shareholders are advised to avail of ECS facility, whereby the the criteria of independence as prescribed under sub-section
dividend amount will be directly credited to their (6) of Section 149 of the Companies Act, 2013.
respective Bank Accounts electronically. This will also ensure
The Board of Directors of your Company, after reviewing
speedier credit of dividend. You may write to the Company’s
the declarations submitted by the above Independent Directors is
Registrar & Share Transfer Agent or your Depository
of the opinion that the said Directors meet the criteria of
Participants directly to avail benefit of this service / facility.
independence as
(11) In accordance with the provisions of Section 72 of the
Companies Act, 2013, members are entitled to make
nominations in respect of the Equity Shares held by
them, in physical form. Members desirous of making
nominations may procure the prescribed form from the
Registrar & Share Transfer Agents, M/s. Link Intime
India Pvt. Ltd or may download from the Company’s
website www.indianhumepipe.com.
(12) Electronic copy of the Notice of the 91st Annual General
Meeting of the Company including copy of the Annual
Report for 2016-17 inter alia indicating the process and
manner of e-voting along with Attendance Slip and Proxy
Form is being sent to all the members whose email
addresses are registered with the Depository Participant(s)
or if in physical form where email addresses registered
with the Company for communication purposes unless any
member has requested for a hard copy of the same. For
Members who have not registered their email addresses,
physical copies of the Annual Report 2016-17 are being
sent in the permitted mode.
(13) Appointment of Director:
As per the provisions of Section 152 of the Companies
Act, 2013, Ms. Anima B. Kapadia, Director of the Company
retires by rotation at the ensuing Annual General Meeting and
being eligible offers herself for re-appointment.
A brief profile is given below in respect of Director retiring by
rotation at the ensuing Annual General Meeting of the
Company.
Ms. Anima B. Kapadia (65) is associated with the
Company as Director since 2001. She is an eminent and
learned Solicitor & Advocate and sole proprietor of
Solicitor Firm, M/s. Daphtary Ferreira & Divan, Mumbai,
one of the Solicitors of the Company. She is a Member of
the Nomination and Remuneration Committee &
Chairperson of the Stakeholders Relationship Committee of
the Company. She was a member of the Committee of
Directors, since dissolved. The Committee was formed for
the purpose of recent Bonus issue. She is also a Director
on the Boards of M/s. Lucid Colloids Limited, Mumbai and
B. A. & Bros. (ESTN) Limited, Kolkata. She is also Member
of the Audit Committee and Nomination and
Remuneration Committee of M/s Lucid Colloids Limited.
Ms. Anima Kapadia holds 1,660 Shares of the Company.
(14) There are six Independent Directors on the Board of the
Company viz., Mr. Ajit Gulabchand, Mr. Rajendra M. Gandhi,
Mr. Rameshwar D. Sarda, Mr. N. Balakrishnan, Mr. Vijay
Kumar Jatia and Mr. P. D. Kelkar. All the Independent
Directors had been appointed vide members resolution in
terms of provisions of the Companies Act, 2013.
The Company has received declarations from all the
above Independent Directors stating that they meet with
per Section 149(6) of the Companies Act, 2013 and the rules shares held by the members to IEPF Authority without further
made thereunder and also meet the requirement of Listing notice. Please note that no claim shall lie against the Company in
Regulations for being appointed as Independent Directors on respect of the shares so transferred to IEPF.
the Board of the Company and are also independent of the
In the event of transfer of shares and the unclaimed dividends to
management.
IEPF, members are entitled to claim the same from IEPF Authority
(15) Members may also note that the Notice of the 91st Annual
General Meeting and the Annual Report for 2016-17 will also be
available on the Company’s website www.indianhumepipe.com
for their download. The physical copies of the aforesaid
documents will also be available at the Company’s Registered
Office in Mumbai for inspection during normal business hours
on any working day upto the date of the AGM.
(16) Even after registering for e-communication, members are entitled
to receive such communication in physical form free of cost
upon making a request for the same. For any
communication, the members may also send requests to the
Company’s email id:
investorsgrievances@indianhumepipe.com
(17) Members wishing to claim dividends, which remain unclaimed
are requested to contact with M/s. Link Intime India Pvt. Ltd.,
Registrar & Share Transfer Agent of the Company. Members are
requested to note that dividends not claimed within seven
years from the date of transfer to the Company’s Unpaid
Dividend Account, will be transferred to the Investor Education
and Protection Fund (IEPF).
We therefore request the members who have not yet encashed
their dividend warrants for the financial year 2009-10 and
onwards to contact the Company’s Registrar and Transfer
Agent, M/s. Link Intime India Pvt. Ltd. claiming dividends
declared by the Company for the said financial years.
It may be noted that unpaid dividend for the following financial
years is due for transfer to IEPF on the following respective due
dates :

Financial Date of Date of Due date of


year declaration Payment transfer
of Dividend of to IEPF
Dividend
2009-10 29-07-2010 01-08-2010 01-09-2017
2010-11 27-07-2011 01-08-2011 01-09-2018
2011-12 25-07-2012 30-07-2012 31-08-2019
2012-13 25-07-2013 30-07-2013 31-08-2020
2013-14 25-07-2014 30-07-2014 31-08-2021
2014-15 04-08-2015 06-08-2015 08-09-2022
2015-16 11-03-2016 28-03-2016 15-04-2023
2016-17 08-02-2017 21-02-2017 15-03-2024
As per Section 124(6) of the Act read with the IEPF Rules as
amended, all the shares in respect of which dividend has
remained unpaid/unclaimed for seven consecutive years or more
are required to be transferred to the Demat Account of the
IEPF Authority.
The Company has sent notices to the members whose
Dividends are lying unpaid/unclaimed for seven consecutive
years or more. Members are requested to claim the same on or
before 31st May, 2017 or such other extended date. In case
the dividends are not claimed by the said date, necessary
steps will be initiated by the Company to transfer these
by submitting an online application in the prescribed Form password/PIN noted in step (i) above. Click
IEPF-5 available on the website www.iepf.gov.in and Login.
sending a physical copy of the same duly signed to the
(v) Password change menu appears. Change the
Company along with the requisite documents enumerated in
Password/PIN with new password of your choice
the Form IEPF-5. Members can file only one consolidated
with minimum 8 digits/characters or combination
claim in a financial year as per the IEPF Rules.
thereof.
(18) To support the “GREEN INITIATIVE” of the Government and
enable the Company to send Annual Reports, Notices,
documents, communications and dividend payment
intimation to the Members Email Ids in electronic form and
to facilitate receiving of dividend to the Bank account of
the Members through ECS/NECS, the members holding
shares in physical form are requested to register/ update
their Email Ids and Bank details by downloading the
Shareholder Information Form from the Company’s website
www. indianhumepipe.com in “Financials – Corporate
Governance” and submit the same to Registrar & Share
Transfer Agent, M/s. Link Intime India Pvt. Ltd. The
Shareholders holding shares in demat mode are requested
to approach their Depository Participants for registering
their Email Ids and Bank details.
(19) Members are requested to immediately notify change in
their registered address, E-mail Ids, if any, to the Secretarial
Department of the Company or Registrar & Share Transfer
Agent of the Company, M/s. Link Intime India Pvt. Ltd., for
shares held in physical mode. For shares held by the
Members in demat mode they are requested to immediately
notify change in their registered address, E-mail Ids, Bank
details etc. if any, to their respective Depository
Participant(s).
(20) Non-Resident Indian Members are requested to write to
M/s. Link Intime India Pvt. Ltd., immediately for change in
their residential status on return to India for permanent
settlement.
(21) Voting through electronic means
In compliance with provision of Section 108 of the
Companies Act, 2013, Rule 20 of the Companies
(Management and Administration) Rules, 2014 as amended
from time to time and sub-regulation (1) & (2) of
Regulation 44 of SEBI Listing Regulations, the Company
is pleased to provide members facility to exercise their right
to vote at the 91st AGM by electronic means and the
business may be transacted through e-voting service
provided by National Securities Depository Limited (NSDL):
The Instructions for e-voting are as under:
A. In case a member receives an email from NSDL [for
members whose email IDs are registered with the
Company/Depository Participant(s)]:
(i) Open email and open PDF file viz “IHP E-
Voting.pdf” with your Client ID or Folio No. as
password. The said PDF file contains your
user ID and password/PIN for e-voting. Please
note that the password is an initial password.
(ii) Launch internet browser by typing the
following URL:https://evoting.nsdl.com/
(iii) Click on Shareholder - Login
(iv) Put user ID and password as initial
Note new password. It is strongly recommended shareholders of the Company, holding shares either in
not to share your password with any other person physical form or in dematerialised form, as on the cut-
and take utmost care to keep your password off date of Friday, 30th June, 2017, may cast their vote
confidential. electronically. The e-voting module shall be disabled by
NSDL for voting
(vi) Home page of e-voting opens. Click on e-voting:
Active Voting Cycles.
(vii) Select “EVEN” of The Indian Hume Pipe
Company Limited.
(viii) Now you are ready for e-voting as Cast Vote
page opens.
(ix) Cast your vote by selecting appropriate option and
click on “submit” and also “Confirm” when
prompted.
(x) Upon confirmation, the message “Vote cast
successfully” will be displayed.
(xi) Once you have voted on the resolution, you will
not be allowed to modify your vote.
(xii) Institutional shareholder (i.e. other than individuals,
HUF, NRI etc) are required to send scanned copy
(PDF/JPG Format) of the relevant Board Resolution
/ Authority letter etc. together with attested
specimen signature of the duly authorised
signatory(ies) who are authorised to vote, to the
Scrutiniser through e-mail to
ihpscrutinizer@indianhumepipe.com with a copy
marked to evoting@nsdl.co.in
B. In case a Member receives physical copy of the Notice of
AGM (for members whose email IDs are not registered
with the Company / Depository Participant(s) or
requesting physical copy):
(i) Initial password is provided as below / at the
bottom of the Attendance Slip for the AGM:

EVEN Remote USER ID PASSWORD/


(E-Voting Event Number) PIN

(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

7 AnnuAl RepoRt 2016-2017


The Board recommends the Resolution at item No. 5 for approval
by the Members.
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.5.
Item No.6 & 7
The Company had recently issued Bonus Shares in the proportion
of One Bonus Share of ` 2/- each for every One equity share of
` 2/- each held by the Members. Consequently, with effect from
14th December, 2016, the Issued, Subscribed and Paid-up Share
Capital of the Company increased to ` 9,68,94,340/- divided into
4,84,47,170 equity shares of ` 2/- each.
Hence it is proposed to increase the Authorised Share Capital of
` 10,00,00,000/- (Rupees Ten Crores) to ` 20,00,00,000/-
(Rupees Twenty Crores) by addition of 5,00,00,000 Equity
Shares of ` 2/- each.
A copy of the Memorandum and Articles of Association of the
Company together with the proposed alterations is available for
inspection at the Registered Office of the Company between
11.00 a.m. and 1.00 p.m. on all working days except Sunday and
holidays up to the date of the Annual General Meeting.
Accordingly, the Resolutions at Item Nos.6 to 7 seek the approval
of the members to increase the Authorised Share Capital and
consequential amendments to the Memorandum and the Articles
of Association of the Company.
The Board recommends the Resolutions set out at Item No.6 and
7 of the Notice for approval by the shareholders.
None of the Directors and Key Managerial Personnel of the
Company and their relatives are concerned or interested,
financial or otherwise, in the resolutions set out at Item No.6
and 7 of the Notice.
Item No.8 :
The Board of Directors at their meeting held on 30th January,
2003 had appointed M/s. Link lntime India Pvt Ltd (SEBI
Registration No.INR000004058) as the Registrar and Transfer
Agent (RTA) of the Company. The RTA vide their letter dated 23rd
February, 2017 intimated that they have shifted to the new Office
with effect from 27th February, 2017 at C-101, 247 Park, L. B. S.
Marg, Vikhroli (West), Mumbai 400 083 Tel No:
+91 22 49186270 Fax: +91 22 49186060. The Investor contact
details are : Share Registry, Email Id: rnt.helpdesk@linkintime.co.in, Tel No:
+91 22 49186270.
The Board recommends the above Special Resolution at Item No.8
for your approval.

The IndIan hume PIPe ComPany 8


LImITed
Annexure to the Notice
None of the Directors and Key Managerial Personnel of the Company
Item No.10 :
and their relatives are concerned or interested, financial or
otherwise, in the resolution set out in Item No.8 of the Notice. The Board of Directors on the recommendation of the Audit
Committee approved the appointment of Mr. Vikas Vinayak Deodhar, Cost
Item No.9 :
Accountant, Membership No.3813 to conduct the audit of the cost
The Non-Executive Directors are paid remuneration by way of records of the Company for the financial year 2017-18.
commission on net profits of the Company not exceeding the limit
In terms of the provisions of Section 148(3) of the Companies Act,
laid down under the Companies Act, 2013 or ` 32/- Lakhs in
2013 read with the Companies (Audit and Auditors) Rules, 2014, the
aggregate whichever is less per financial year, for a period of 3
remuneration payable to the Cost Auditor is to be ratified by the
years from the financial year 2015-16 to 2017-18, in pursuance of the
members of the Company.
special resolution under Section 197, 198 and other applicable
provisions of Companies Act, 2013 passed by the Members at the Accordingly, the members are requested to ratify the remuneration
Annual General Meeting held on 4th August, 2015. In addition to payable to the Cost Auditors for the financial year 2017-18 as set out in
the commission on net profits, the Non-Executive Directors are paid the resolution at Item No.10 of the Notice.
sitting fees for each meeting of the Board or Committees of the
The Board recommends the above Ordinary Resolution at Item No.10
Board and meeting(s) of Independent Directors thereof attended by
for your approval.
them.
None of the Directors and Key Managerial Personnel of the Company
In pursuance of the Members authorisation a commission of `
and their relatives are concerned or interested, financial or
4,00,000/- was paid equally to each Non-Executive Director of the
otherwise, in the resolution set out in Item No.10 of the Notice.
Company aggregating to ` 32/- Lakhs for the financial year 2015-16.
The commission for the financial year 2016-17 amounting to ` Item No.11 :
4,00,000/- aggregating to
As per the provisions of Section 20 of the Companies Act, 2013 a
` 32/- Lakhs will be paid equally to all the Non-Executive Directors of
document may be served on any member by sending it to him by Post
the Company. The Members had earlier approved payment of
or by Registered post or by Speed post or by Courier or by delivering
commission to the Non-Executive Directors within the limit prescribed
at his office or address or by such electronic or other mode as may
under the Companies Act, 2013 or ` 32/- Lakhs in aggregate,
be prescribed. It further provides that a member can request for
whichever is less including for the financial year 2017-18 at the
delivery of any document to him through a particular mode for which
AGM held on 4th August, 2015.
he shall pay such fees as may be determined by the Company in its
In view of sizeable increase in the Company’s operations, current Annual General Meeting.
competitive business environment and shouldering of higher
responsibilities by Non- Executive Directors under the Companies Therefore, to enable the members to avail of this facility, it is necessary
Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) for the Company to determine the fees to be charged for delivery of a
Regulations, 2015, entailing their increased time commitments for the document in a particular mode, as mentioned in the resolution.
Company, it is therefore desirable to increase in the amount of Since the Companies Act, 2013 requires the fees to be determined in
commission to the Non-Executive Directors of the Company under the Annual General Meeting, the Board accordingly recommend the
Section 197, 198 and other applicable provisions if any, of the Ordinary Resolution at Item No.11 of the accompanying notice, for
Companies Act, 2013, the limit laid down under the Companies Act, 2013 the approval of the members of the Company.
or an amount not exceeding ` 56/- Lakhs in aggregate, whichever is
less, per financial year, for further period of 3 (Three) years None of the Directors and/or Key Managerial Personnel of the
commencing from the financial year 2017-18 to 2019-20 in terms of Company and their relatives is concerned or interested, financially or
the Special Resolution at item No.9. The payment of commission otherwise, in the resolution set out at Item No.11 of the
would be in addition to the sitting fees paid / payable for each accompanying Notice.
meeting of the Board or Committees of the Board and meeting(s) of
Independent Directors thereof attended by them as also reimbursement
of traveling, lodging and conveyance expenses etc. for attending By Order of the Board of
meetings. Directors, For The Indian Hume
Pipe Co. Ltd.
All the Directors of the Company are interested in the Special
Resolution set out at Item No.9 of the accompanying Notice, since it
relates to their respective remuneration. S. M. Mandke
Company Secretary
Ms. Jyoti R. Doshi, Non-Executive Director is relative of Mr. Rajas R.
Doshi, Chairman & Managing Director and Mr. Mayur R. Doshi, Registered Office:
Executive Director of the Company and hence all of them are Construction House, 2nd floor,
concerned and interested, financially or otherwise, in the Special 5, Walchand Hirachand
Resolution set out at Item No.9. Road,
Ballard Estate, Mumbai - 400
None of the other Key Managerial Personnel of the Company and their
relatives are concerned or interested, financially or otherwise, in the 001 Date : 18th May, 2017
Special Resolution set out at Item No.9.
Annexure to the
Notice

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

9 AnnuAl RepoRt 2016-2017


ROUTE MAP OF THE VENUE OF 91ST ANNUAL GENERAL MEETING OF THE
COMPANY TO BE HELD ON MONDAY, 10TH JULY, 2017 AT 3.00 P.M.

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 AnnuAl RepoRt 2016-2017


MANAGEMENT DISCUSSION AND ANALYSIS REPORT
of drinking water can only get worse. Thus there is a ` 36,114.78 Lakhs.
vast scope for improvement in infrastructural developmental
2. TWAD Board, Thanjavur for CWSS to 1751 rural habitations
activities in water supply, drainage and sewerage schemes in
in Pudukottai District and Vallam Town Panchayat of Thanjavur
sanitation Swachh Bharat segments leading to good scope for
District in Tamilnadu for collector well, E & M works, Pump
Company’s manufacturing & contracting activities in this
sets, MBSR, Service Reservoirs, Sumps, Pump Rooms & pipe
field.
carrying bridges and MS pipeline for 35 Km, DI pipeline for 262
Growth of population and the expansion of economic Km and PVC pipe line for 2228 Km of the value of `
activities inevitably lead to increasing demands for water for 23,654.25 Lakhs.
diverse purposes
i.e. domestic, industrial, agricultural, hydro-power, thermal
power, navigation, recreation etc. Domestic and Industrial
water needs have been largely concentrated in or around
major cities, however the demand in rural areas is
expected to increase sharply as the development
programmes of State Governments to improve the
economic conditions of the rural mass. Demand for water
for hydro and thermal power generation and for other
industrial uses is also increasing substantially. As a result
water which is already scarce will become even scarcer in
future. This underscores the need for the utmost efficiency
in water utilisation and its distribution. Through awareness of
efficient water supply system and water quality, we can keep
our water supply adequate and provide clean & healthy
water for our children. It is their fundamental right. Hence
there is a good scope for many water supply projects
coming up in near future and this auger well for your
Company.
Increased competition from medium/large scale construction
entities and availability of substitutes such as alternative pipe
materials like Ductile iron pipes, Spirally welded steel pipes
and H.D.P.E. pipes are perceived as one of the threat /
competition to your Company. Another cause is prices of key
raw materials namely steel, steel wires, HT wires and
cement, which has remained volatile and uncertain except for
steel during last year under review.
3. SEGMENT-WISE ACTIVITY:
The Company is considered a pioneer in the field of water
supply industry; it is in this line for last 90 years. The
Company’s presence is there in almost all water supply
related activities, viz. Urban & Rural Water Supply, Penstock
for Hydro Power Generation, Tunnel Lining, Large diameter
Irrigation pipelines, Head Works including pumping machinery,
Treatment Plants, Overhead Tanks and other allied Civil
Construction. The Company also supplies Concrete Railway
sleepers to Indian Railways. The segment wise report is
as under:
(A) WATER SUPPLY AND SEWERAGE PROJECTS:
(i) Some prominent Water Supply Projects and Drainage
Schemes successfully completed by your Company
valued more than
` 1,000 Lakhs each during the year are:-
1. TWAD Board, Thanjavur for CWSS to 1003 rural
habitations in Pattukottai, Madhukkur Peruvaram and
Sedhubavachathiram unions in Tamilnadu 160 wayside
habitations etc for collector well, E & M works, Pump
sets, MBSR, Service Reservoirs, Sumps, Pump Rooms &
pipe carrying bridges and MS pipeline for 71 Km, DI
pipeline for 170 Km and PVC pipeline for 1130 Km of the
value of

The IndIan hume PIPe ComPany 12


LImITed
Aerator at Chhindwara Water Supply Scheme in Madhya Pradesh

6. CPWS Scheme to over exploited mandals of Rajam constituency


23 MLD capacity collector well at Pudukottai project in Tamilnadu in Srikakulam district including HDPE pipeline, Infiltration well,
Infiltration gallery, Sump, OHBR, EM works consisting of 350
3. Chalisgaon City Water Supply Scheme for providing
mm to 450 mm dia BWSC pipes of the value of ` 4,339.62
constructing Intake well, Inspection Well connecting main
Lakhs for RWS&S Department, Srikakulam in Andhra
approach Bridge, Jack well with overhead pump house,
Pradesh.
installing raw water pumping machinery, raw water rising
main, E.B.P.T. gravity main, water treatment plant, pure water 7. S2E3 Drainage Project for manufacture, supply, laying, jointing
pumping machinery, pure water rising main, R.C.C.M. B. R., & testing of RCC NP3 Class pipes from 1100 mm dia to 2200
R.C.C. E.S.R for 700 mm dia and 800 mm dia BWSC pipeline mm dia for 3309 Mtrs of the value of ` 4,071.73 Lakhs for
for 33.59 Km and 600 mm dia PCCP Pipes for Bangalore Water Supply & Sewerage Board, Bangalore in
2.29 Km of the value of ` 7,013.65 Lakhs for Chalisgaon Karnataka.
Municipal Council, Maharashtra.
8. S2E2 Drainage Project for manufacture, supply, laying, jointing
& testing of RCC NP3 Class pipes from 400 mm dia to 2400
mm dia for 3,955.35 Mtrs of the value of ` 3,837.20 Lakhs
for Bangalore Water Supply & Sewerage Board, Bangalore in
Karnataka.
9. Water treatment plant, overhead tank and intake well providing
and laying of 100 to 500 mm dia DI pipes and 110 to 280 mm
dia HDPE pipes of the value of ` 3,468.13 Lakhs for WSS to
Ganj Basoda Nagar Palika Parisad in Madhya Pradesh.

26 MLD capacity Water Treatment Plant at


Chalisgaon City Water Supply Scheme, in
Maharashtra

4. CPWS scheme to Narsapur, Kondapur, Gajwel, Chegunta,


Khadirabad, Zahirabad and other Habitations with Special
Repairs to Satyasai Project consists of DI, MS, BWSC, HDPE &
PVC pipes of the total 1098.2 Km of the value of ` 6,381
Lakhs for Rural Water Supply & Sanitation Department,
Medak District in Telangana.
5. Survey, Design & Construction of Intake Well, Raw Water
19.5 MLD Clariflocculator at Ganj Basoda Water Treatment Plant, in Madhya Pradesh
Pump House, Raw Water VT pumps, Clear Water Pumps,
providing & laying of raw & clear water pumping main and 10. C & C of Jupadu Bunglow – 2 LI Scheme on Sri Sailam
feeder main pipelines of 100 mm dia to 600 mm dia DI Pipes Reservoir Near Tatipadu Village In Jupadu Bunglow Mandal of
of 22,200 Mtrs and 110 to 200 mm dia HDPE pipes consisting Kurnool District including operation of the Scheme for 2 years,
of 1,67,986 Mtrs including construction of 15.85 MLD water consisting of 1100 mm dia PSC pipes, 450 – 1000 mm dia RCC
treatment plant and allied works of the value of ` 4,501.75 pipes and 200-400 mm dia PVC pipes, Transformers and
Lakhs for Chhindwara Water Supply Scheme, Chhindwara in Pumpsets etc. the value of ` 3,000 Lakhs for APSIDC,
Madhya Pradesh. Kadappa in Andhra Pradesh.
Pradesh.
20. Construction & Commissioning on turnkey basis of Chinthalapadu-2
Lift Irrigation Scheme on Krishna River in Chandralapadu Mandal of
Krishna District including operation of the Scheme for two years

1100 mm dia & 1400 mm dia MS pipeline


laying at Canal Crossing at Jupadu Bunglow LIS, in
Andhra Pradesh

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.

600 KL x 6 mtrs staging OHBR & 200 KL x 18 mtr staging


OHBR at Mallannakotta for Balkonda (TDWSP) Project, in
Telengana

1500 mm dia PCC pipeline laying at Balkonda Water Supply Scheme in


Telangana
2. Providing of Drinking water to habitations in Gadwal and
Alampur Constituencies from Jurala Project, Mehaboobnagar
District in Telangana under Segment-II consisting of 1200 mm
dia MS pipes, 100 to 1000 mm dia DI K7 & K9 pipes and 63 to
315 mm dia HDPE pipes, 60 MLD RSF, 9000 KL Sump,
OHBR’s, GLBR’s, pumphouse, watchman qtrs including
operation and maintenance for 10 years of the value of `
41,547.05 Lakhs for TDWSP Circle, Mehaboobnagar.

90 KL x 30 Mtr staging OHBR at Mallamdoddi for Jurala (TDWSP) Project, in Telangana

3. Survey, investigation, design, drawings, estimation,


construction and commissioning on Turnkey basis including
maintenance for 15 years (including 2 years liability period) of
1000 mm dia DI K-7 pipeline at Jurala Pulikanuma L.I.Scheme on Tungabhadra river near Satanur
Segment for Jurala (TDWSP) Project, in Village, Kosigi Mandal in Kurnool District in Andhra Pradesh
Telangana
with two stage pumping consisting of
(a) construction of approach channel, (b) Jack-well cum pump
house including manufacture, supply, erection of pumps,
motors, panels, soft starters, capacitors, E.O.T. & H.O.T. cranes
and all other electrical equipment, (c) 33 KVA sub-station, (d)
H. T. Power lines, (e) Pressure mains consisting of 2000 mm
dia PSC pipeline
(f) Cisterns, (g) Reservoirs/ Storage tank of capacity 1.232
TMC including Head Regulator and surplus arrangements, (h)
approach and link canal to join the T.B.P. L.L.C main canal
@ km 270 etc. in Joint Venture with M/s. Flowmore Pvt.
Ltd. of the value of
` 26,309.92 Lakhs. Company’s Share is 86% i.e. ` 22,626.53
Lakhs for AVR,HNSS Circle, Madanapalli, Andhra Pradesh.
4. Tillari Water Supply project comprises of PCC pipeline of
1300, 1200, 900 & 800 mm dia for 33.88 Km and BWSC
pipeline of 500 to 700 mm dia for 43.73 Km of the value of
` 21,806.24 Lakhs for Maharashtra Jeevan Pradhikaran in
Maharashtra.
5. Comprehensive Water Supply Improvements in Malkajgiri (Part
of GHMC) – Package-I (b) consisting of 100 mm to 500 mm
dia DI for
389.50 Kms and 700 mm to 1600 mm dia MS pipes for 6.60
Kms and other allied civil works and house service connections
of the value of ` 18,113.95 Lakhs for HMWSSB, Hyderabad in
90 KL x 15 Mtr staging OHBR at Maldakal for Jurala (TDWSP) Project, in Telangana Telangana.
6. Jalgaon Jamod and 140 villages water supply scheme. The
project comprises of 450 to 1000 mm dia PCC pipeline for
48.90 Km of the value of ` 16,599.31 Lakhs for
Maharashtra Jeevan Pradhikaran in Maharashtra.
Clariflocculator for 31 MLD water treatment plant
at Jalgaon Jamod Water Supply Scheme, in
Maharashtra

7. J.C. Nagi Reddy Drinking Water Supply Scheme in


Anantapuramu District (Phase-IV) in Andhra Pradesh consisting
of 350, 800 & 900 mm dia BWSC pipes of the value of ` 1500 mm dia PCCP pipeline laying at Chilhewadi Left Bank Project, in Maharashtra

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.

160 MLD Water Treatment Plant at Murmur Village Yellanpally for


Karimnagar (TDWSP) Project, in Telangana.
18. Guna Water Supply Projects consisting of HDPE and DI Pipes, East Godavari District including AC, HDPE pipeline, WTP, Sump,
Water Treatment Plant, Intake Well, Over Head Tanks etc of OHBR, EM works consisting of 700 mm dia PSC and 600 mm dia
the value of PCCP pipes of the value of ` 4,456.76 Lakhs for RWS&S
` 7,714.73 Lakhs for Guna Municipality, Guna in Madhya Department, Kakinada in Andhra Pradesh.
Pradesh.

3000 KL Overhead Tank at Guna Water Supply Projects, in Madhya Pradesh

19. Survey, design, fixing of alignment, supply of all materials,


labour, T&P etc. and do earth work, laying of 1200 mm dia
BWSC pipe rising main from Nandpur Intake-cum-pump house to
water treatment plant & laying of 350 to 1200 mm dia BWSC
pipe, 150 mm dia to 800 mm dia DI K-7 pipe feeder main from
water treatment plant to zone- IA to zone-19A, Jointing of its
specials, fitting, etc. Including road cutting, reinstatement of
road, testing, commissioning, trial run along with all necessary
Appurtenant works for Firozabad reorganization water supply
scheme (By Surface Water of Ganga Canal) under State
programme (turnkey basis) of the value of ` 7,004.78 Lakhs in
Uttar Pradesh.
20. Rehabitation, strengthening and improvement of sewerage system
in old city area by laying mains, sub-mains, laterals and
transfer of house service connections including manufacturing,
supply of 150 mm/ 200 mm / 300 mm dia SWG pipes and 350
mm / 400 mm / 450 mm / 500 mm / 600 mm / 700 mm/
800 mm / 900 mm / 1100 mm / 1200 mm / 1400 mm dia
RCC NP3 class pipes with SR cement including lowering,
laying, jointing, testing and commissioning of sewers on
turnkey basis under JNNURM - Package-II in Joint Venture with
M/s. Vishwa Infrastructure & Services Pvt. Ltd. of the value of
` 12,006.76 Lakhs. Company’s share is 50% i.e. ` 6,003.38
Lakhs for HMWS&SB S. R. Nagar, Hyderabad, in
Telangana.
21. Providing Water Supply House Service Connections and Distribution
network under AMRUT Scheme for Kurnool Municipal
Corporation consisting of 110 to 400 mm dia HDPE Pipes and
House Service Connections – 15,367 Nos. of the value of `
5,735.27 Lakhs, Kurnool in Andhra Pradesh.
22. CPWS Scheme to Kothapeta and Ravulapalem Mandals in
23. Renovation of 17 Lift Irrigation Schemes from Km 33. Megha Engineering & Infrastructures Ltd for manufacture,
149.280 to 157.770 of NSLBC from K.M. 9.250 to K.M. supply excavation, laying and jointing of 1000 and 1500 mm dia
95.660 of 21st MBC of NSLBC, Khammam District (Package PCC pipes for their Nizamabad TDWSP project of the value of `
No. LC-KMM-LIS-5) consisting of 450 to 900 mm dia PSC 3,720.88 Lakhs, in Telangana.
pipes, 600 to 1000 mm dia RCC pipes and 160 to 400 mm
dia PVC Pipes including Electromechanical works of the
Value of ` 4,446.59 Lakhs for TSIDC Department,
Hyderabad in Telagana.
24. Kobra Water Supply Scheme consisting of DI and HDPE
pipes of the value of ` 4,378.30 Lakhs for Kobra Water
Supply, Kobra, in Chhattisgarh.
25. Providing Sewerage Facilities in the areas under the
Command of Ghitorni WWTP Covering Rangpuri
Pahari,Nangal Dewat,Ghitorni Village,Ghitorni Extension and
Ghitorni Enclave, New Delhi consisting of 280 mm to 710
mm dia HDPE/SW/RCC pipes of the value of
` 4,362.26 Lakhs for Delhi Jal Board, New Delhi.
26. AMRUT Augmentation and Improvements in Solapur
Water Supply Scheme for replacement of existing PSC
pipes Pure Water Gravity Main by 800-1100 mm dia BWSC
pipes of the value of
` 4263.58 Lakhs for Maharashtra Jeevan Pradhikaran, Maharashtra.
27. Integrated Taranagar Jhunjhunu-Sikar Khetri Water Supply
Project – Rajasthan consisting of 250 to 700 mm dia BWSC
pipes of the value of ` 4,262.16 Lakhs for Larsen &
Toubro Ltd. in Rajasthan.
28. Renovation of 7 Lift Irrigation Schemes from Km 70.80
to 80.20 and Km 164.20 on Nagarjunasagar Lal Bahadur
Canal, T.S., India consisting of 500 mm to 1000 mm dia
PSC pipes including Strengthening of Canals, Delivery
cisterns, Electromechanical works of the Value of ` 4,064.19
Lakhs for TDWSP Department, Miryalguda in Telagana.
29. S2C2 for manufacture, supply, laying, jointing & testing of
RCC NP3 class pipes from 400 mm dia to 1200 mm dia for
6,786.50 Mtrs of the value of ` 4,060 Lakhs for Bangalore
Water Supply & Sewerage Board, Bangalore in Karnataka.
30. Dewas Water Supply Scheme consisting of DI and HDPE
Pipes, Water Treatment Plant, Intake Well & Overhead Tank
etc. of the value of ` 3,926.96 Lakhs for Municipal
Corporation, Dewas, in Madhya Pradesh.
31. Providing alternative water supply system with
Gundlakamma Reservoir as source – Laying of 1200 mm
dia pipe line from yedugundlapadu Tank as Gundlakamma
Right Bank Canal @18.30 Km as source for filling the
existing SS Tanks including O & M in Ongole Municipal
Corporation, consisting of 1200 mm dia x 10 mm thick Ms
pipe including Construction of 250 KL ELBR’s 2 Nos. of the
value of ` 3,925.76 Lakhs for Public health Circle, Nellore,
in Andhra Pradesh.
32. Construction of Approach Channel cum Collection chamber
and pump house at Yellore Reservoir Segment in
Mahabubnagar District in Telangana including Approach
Channel, Collection Chamber, Pump House and WTP of
the value of ` 3,882.29 Lakhs for TDWSP Department,
Mahabubnagar,Telangana.
34. S2C4 for manufacture, supply, laying, jointing & testing of RCC Wells SCADA etc of the value of
NP3 class pipes of 2200 mm dia for 1656.50 Mtrs and 100 ` 10,963.71 Lakhs.
mtrs length of MS pipes with Trenchless Technology of the
value of ` 3,507.23 Lakhs for Bangalore Water Supply & 3. Commissioner, Municipal Corporation, Bhilai, Chhattisgarh, for Water
Sewerage Board, Bangalore in Karnataka. Supply Scheme to Bhilai for Distribution Network for Bhilai Municipal
Corporation consisting of DI Pipes of the value of ` 10,395.08
35. Comprise of excavation of 504 ML capacity balancing tank, 10 Lakhs.
MLD capacity WTP, Jackwell & pumping machinery consisting of
1000 mm dia PCCP Pipeline for 9.72 Km of the value of `
3,304.16 Lakhs for Manmad Nagar Palika, Manmad in
Maharashtra.

36. Providing intake well cum pump house of RCC including


providing BWSC raw water and clear water pumping mains to
different ELSRs and HDPE distribution lines, providing filtration
plant (10.20 MLD), 500 KL clear water sump and pump room,
and construction of ELSRs including protection walls and
providing of pump sets with all electrical and mechanical
equipments and providing road restoration and service road with 2
years defect liability period under EPC system of the value of `
3,273.84 Lakhs for Sadasivapet WSIS - with Manjira river at
Etigadda Sangam as source under UIDSSMT, Hyderabad in
Telangana.
37. Smartgen Infra Pvt. Ltd. for supply of 600, 700 & 900 mm
dia PCC Pipes to M/s L & T Ltd’s Khammam III-TDWSP-A Project
of the value of ` 3,238.60 Lakhs, in Telangana.

38. CPWS scheme to Flouride Affected Habitations of Maheswaram


Constituency in Rangareddy District for 100-500 mm dia DI,
200- 350 mm dia AC and 90-180 mm dia HDPE pipes
including OHBR’s Sump and Pump House of the value of `
2,786.99 Lakhs for RWSS Department, Nalgonda in
Telangana.

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.

41. In addition to the above, 34 projects are progressing well


amounting to ` 34,957.22 Lakhs of the value less than `
2,500 Lakhs each at various locations in India.

(iii) Some of the New Orders secured by the Company valued


more than ` 1,000 Lakhs each during the year are:-

1. Commissioner, Kobra Municipal Corporation, Kobra, Chhattisgarh,


for Water Supply Scheme to Kobra consisting of DI & PCCP
Pipes, Raw Water pumping Main of the value of ` 11,551.28
Lakhs.
2. The Addl. Chief Engineer, PHED, Region Alwar, Rajasthan, for
Urban Water Supply Scheme Alwar and Bhiwadi Dist, Alwar
consisting of DI K7 pipes and HDPE Pipes including 12 Nos
OHSR, SO5 Nos CWRS, 09 Nos Pump Rooms 61 Nos Tube
4. Providing Water Supply House Service Connections and 2,564.74 Lakhs.
Distribution network under AMRUT Scheme for Kurnool
15. M/s Megha Engineering & Infrastructures Ltd for supply of 700,
Municipal Corporation consisting of 110 to 400 mm dia
800 & 900 mm dia BWSC Pipes to their Warangal Paleru I-
HDPE Pipes and House Service Connections – 15,367 Nos.
TDWSP Project of the value of ` 2,550.93 Lakhs, in
of the value of ` 5,735.27 Lakhs, Kurnool in Andhra
Telangana.
Pradesh.
16. Chief Municipal Officer, Municipal Council, Bareli, Madhya Pradesh,
5. Chief Municipal Officer, Municipal Council, Mandsaur,
for Water Supply Scheme to Bareli consisting of DI and HDPE
Madhya Pradesh, for Water Supply Scheme to Mandsaur
pipes including Water Treatment Plant, Intake Well and Over Head
consisting of DI and HDPE pipes including Intake Well of the
Tank of the value of ` 2,403 Lakhs.
value of ` 5,525.95 Lakhs.
6. Renovation of 17 Lift Irrigation Schemes from Km 149.280
to 157.770 of NSLBC from K.M. 9.250 to K.M. 95.660 of
21st MBC of NSLBC, Khammam District (Package No. LC-
KMM-LIS-5) consisting of 450 to 900 mm dia PSC pipes,
600 to 1000 mm dia RCC pipes and 160 to 400 mm dia PVC
Pipes including Electromechanical works of the Value of `
4,446.59 Lakhs for TSIDC Department, Hyderabad in
Telagana.
7. Chief Municipal Officer, Municipal Council, Hoshangabad,
Madhya Pradesh, for Water Supply Scheme to
Hoshangabad consisting of DI and HDPE pipes including
Over Head Tanks of the value of
` 4,766.93 Lakhs.
8. AMRUT Augmentation and Improvements in Solapur Water
Supply Scheme for replacement of existing PSC pipes Pure
Water Gravity Main by 800-1100 mm dia BWSC pipes of
the value of ` 4263.58 Lakhs for Maharashtra Jeevan
Pradhikaran, Maharashtra
9. Chief Municipal Officer, Municipal Council, Satna, Madhya
Pradesh, for Water Supply Scheme to Satna consisting of DI
and HDPE pipes including Water Treatment Plant, Intake Well
and Over Head Tank of the value of ` 4,150.70 Lakhs.
10. Providing alternative water supply system with
Gundlakamma Reservoir as source – Laying of 1200 mm
dia pipe line from yedugundlapadu Tank as Gundlakamma
Right Bank Canal @18.30 Km as source for filling the existing
SS Tanks including O & M in Ongale Municipal Corporation,
consisting of 1200 mm dia x 10 mm thick Ms pipe including
Construction of 250 KL ELBR’s 2 Nos. of the value of `
3,925.76 Lakhs for Public health Circle, Nellore, in Andhra
Pradesh.
11. Commissioner, Municipal Corporation, Bhilai, Chhattisgarh,
for Water Supply Scheme to Bhilai, for Clear Water
Rising Main for Bhilai Municipal Corporation consisting of
DI Pipes of the value of
` 3,767.92 Lakhs.
12. Megha Engineering & Infrastructures Ltd for manufacture,
supply excavation, laying and jointing of 1000 and 1500 mm
dia PCC pipes for their Nizamabad TDWSP project of the
value of ` 3,720.88 Lakhs, in Telangana.
13. Smartgen Infra Pvt. Ltd. for supply of 600, 700 & 900
mm dia PCC Pipes to M/s L & T Ltd’s Khammam III-TDWSP-
A Project of the value of ` 3,238.60 Lakhs, in
Telangana.
14. Commissioner, Municipal Corporation, Bhilai, Chhattisgarh, for
Water Supply Scheme, consisting 10 Nos. Over Head Service
Reservoirs for Bhilai Municipal Corporation of the value of `
17. Chief Municipal Officer, Municipal Council, Katni, Madhya Rifle at Vatva, Ahmedabad, since 1970, which manufactures Air
Pradesh, for Water Supply Scheme to Katni consisting of HDPE Rifles / Air Pistols for sports and target shooting competitions. The
pipes of the value of ` 2,401 Lakhs. Company manufactures 10 types of Air Rifles and Air Pistols of
0.177 (4.5mm) and 0.22” (5.5mm) calibers.
18. Commissioner, Kobra Municipal Corporation, Kobra, Chhattisgarh,
for Water Supply Scheme to Kobra consisting of Water
Treatment plant and Intake Well of the value of ` 1,551.95
Lakhs.
19. M/s Megha Engineering & Infrastructures Ltd for Manufacture,
supply, excavation, laying and jointing of 1400, 1500 and 1600
mm dia PCC pipes for Jagityal TDWSP project of the value of `
1,471.28 Lakhs, in Telangana.
20. Smartgen Infra Pvt. Ltd. for supply of 800 & 1000 mm dia PCC
pipes to M/s GVPR Engineers Ltd’s Nalagonda TDWSP project of
the value of ` 1,440.38 Lakhs, in Telangana.
21. M/s Megha Engineering & Infrastructures Ltd for supply of 1000
mm dia PCC pipes to their Warangal Paleru II TDWSP project of
the value of ` 1,172.66 Lakhs, in Telangana.
22. GCKC Projects & Works Pvt. Ltd., Jaipur for Panchala-Oisan
Jodhpur Water Supply Scheme consisting of 250 to 450 mm dia
BWSC Pipes of the value of ` 1,170.94 Lakhs.
23. In addition to the above we have secured 23 orders amounting
to
` 6611.13 Lakhs of the value less than to ` 1,000 Lakhs each
at various locations in India.
(B) Bar Wrapped Steel Cylinder (BWSC) Pipes/Prestressed
Concrete Cylinder Pipes (PCCP):
The BWSC and PCCP pipes introduced by the Company as an
alternative pipe materials to M.S. and D.I. pipes have
become popular amongst various Government authorities. The
Company has undertaken / is undertaking several projects
involving BWSC pipes. To meet the demand of BWSC pipes, the
Company had specially set up manufacturing plants at
Choutuppal in Telangana, Chilamathur in Andhra Pradesh and
Dhule in Maharashtra. These plants are running continuously
with better productivity yields. In addition to the above the
Company has also created facilities to manufacture these pipes in
its existing factories at Miraj, Rajkot, Kanhan, Patancheru,
Yelhanka, Thanjavur, Kekri, Sikar, Karari and Kovvur to cater the
local demands. During the year under review, these plants
produced 295.64 Km of BWSC pipes valued at ` 11,919.57
Lakhs.
During the year the Company has received orders worth `
10,672.57 Lakhs for BWSC pipes, orders worth ` 3,484.95 Lakhs
for PSC pipes and orders worth ` 16,225.58 Lakhs for PCCP
pipes along with other civil works.
(C) Railway Sleepers:
The Company has manufactured 97,364 railway sleepers amounting
to ` 1,485.47 Lakhs against the order(s) received from Ministry
of Railway, Railway Board, New Delhi. During the year the
Company has received work orders for 3,08,256 nos. railway
sleepers worth
` 5,003.69 Lakhs.
(D) National Rifle Division:
The Company has a business under the brand of National Air
During the year, Ministry of Home Affairs had issued Company. Severe competition from the manufacturers of
New Arms Rules vide Notification No.G.S.R. 701(E) dated alternative pipes like Ductile Iron, PVC Pipes, HDPE and Spirally
15.07.2016 replacing old Rules. The new Rules has made it Welded Steel pipes is existing and can affect Company’s
obligatory for Buyers of 0.22 Air Rifles to hold Arms business prospects.
License and sale of such Air Rifles shall be only through
In the year under review, due to imposition of minimum import
licensed Arms & Ammunition Dealer. Further the new Rules
price policy on imported steel products by the Central Govt.,
entails high compliance and regulatory costs on the
the prices of imported steel became costly compared to local
Company due to stringent provisions of the Rules as well as
products. Due to shortage in supply of coking coal, a major
manifold increase in licence fees and hefty penalties. Due to
ingredient of steel,
above restrictions, the sale of 0.22 Air Rifles has been
stopped, which constitutes significant portion of total sales
of Air Rifles / Air Pistols. Consequently the Company is
compelled to manufacture only 6 models of 0.177 Air Rifles
/ Air Pistols for target shooting practice and demand for
the same is limited compared to demand for 0.22 Air
Rifles. For sale of
0.177 (4.5mm) caliber Air Rifles and Air Pistols, the
manufacturers are required to obtain Buyers identification
and residence proof. The Manufacturers and Dealers are also
required to apply for license from the Authority within one
year of coming into force of new Arms Rules. The Company
has since applied for manufacturing and Air Weapon
Dealer licenses under the new Rules.
In view of stoppage of sale of 0.22 Air Rifles / Air
Pistols, the Company has curtailed its operations and
retrenched workmen. Overall outlook of this business,
although very small and not forming part of principal
segment of the businesses of the Company, looks
uneconomical and uncertain at the moment.
4. Outlook:
During the last decade, Urban area limits are spreading
wider and wider to peripheral areas, but at the same time,
the basic amenities like Water Supply, Drainage, etc are not
keeping pace with the requirement of more and more
urbanization. Apart from the above, most of the rural areas
in India fall short of access to drinking water.
Government of India, State Governments and local
bodies are making best efforts to supply safe drinking
water. Hence number of water supply schemes are under
anvil. Further to make cities and rural areas under more
hygienic conditions and endeavour towards Swachha
Bharat number of sewerage disposals and drainage
schemes are also coming up.
Considering the above factors, outlook for the Company in
water supply, sewerage and drainage segments is
encouraging and good.
5. Risks & Concerns:
The Company’s activities and prospects largely depend
on the implementation of various water supply related
projects undertaken by various States / Central Government
Agencies. The Company is doing business with various State
Governments and it depends upon their policy on approval
of finance and allocation of funds as well as their ability to
raise funds to undertake such water supply projects
amongst various infrastructure related projects being
implemented by them. Adverse changes and lack of funds
delays the work resulting in higher cost and can also
affect the business prospects of the Industry and the
DIRECTORS'
REPORT
production capacities of manufacturers were hampered. This
During the year the Company had organised training
resulted in widening the gap between demand and supply. Due to
programmes on Industrial Safety, Health, Good Housekeeping
this the domestic manufacturers of steel exorbitantly increased
for its workers/ employees at Dhule, Choutuppal, Miraj &
prices of steel. The prices of H R Coils, Steel Plates, D I & M S
Patancheru. The Company had also organised safety awareness
Pipes have gone up by more than 25% compared to last year.
training programmes at project sites situated at Badli (NUH) in
Telangana Water Grid Project started in January, 2016 and Haryana and Firozabad (UP) for creating awareness about
suddenly there was a heavy demand for D I Pipes, HDPE Pipes & safety, health and importance of good housekeeping amongst
Cement. Due to demand supply mismatch, prices of these the employees and the contractors.
products have gone up sharply. The rise in prices of key raw
Further the Company had organised training programmes at
materials will reduce margin and can affect Company’s
R&D Divn., Mumbai, Bhopal, Chennai and Hyderabad for newly
business prospects.
recruited Engineers to apprise them about Company’s policies and
6. Internal Control Systems: procedures, products and pipe laying work being carried out at
project sites. Similar programme was also organised at
The Company has adequate internal control procedures Chennai, Bhopal & Mumbai for Sr. Engineers and Sr. Executives
commensurate with its size and nature of business that ensures to apprise them about present marketing scenario, tender
control over various functions of the organisation. The internal costing, safety measures to be taken while laying pipes at
control system provides for guidelines, authorisation and site etc.
approval procedures.
The industrial relations with the workmen working at various units
The internal audit reports, post audit reviews are carried out to
of the Company were by and large remained peaceful and
ensure compliance with the Company’s policies and
normal.
procedures.
9. Cautionary Statement:
7. Financial Performance with respect to Operational
Performance: Statements in this Management Discussion and Analysis Report
describing the Company’s objectives, projections, estimates
For the year ended 31st March 2017, the revenue from
and expectations may be ‘forward looking statements’ within
operations of the Company was ` 1,79,954.10 Lakhs as
the meaning of applicable laws and regulations. Actual results
compared to last year’s revenue from operations of `
might differ substantially or materially from those expressed or
93,893.91 Lakhs.
implied. Important developments that could affect the Company’s
The profit before tax was ` 15,230.46 Lakhs as against ` operations include a schedule of implementation of various
4,485.49 Lakhs achieved last year. The order book position water supply related projects undertaken by various States /
was ` 2,656 Crores as of date of the report as compared to ` Central Government Agencies, significant changes in political and
3,097 Crores in the corresponding period of last year. economic environment in India, exchange rate fluctuations, prices
and availability of key raw materials like steel and cement, tax
8. Human Resources and Industrial Relations: laws, litigations, labour relations
The Company has 1329 permanent employees as on 31st March, and interest costs, etc.
2017 working at various locations such as Factories / Projects /
Head Office and Research & Development Division. For and on behalf of the Board of Directors,
The Management has successfully negotiated and settled
the
demands of workmen working at its factories at Yelhanka, Place : Mumbai Rajas R. Doshi
Patancheru & Choutuppal. Dated : 18th May, Chairman & Managing Director
2017
MANAGEMENT DISCUSSION AND ANALYSIS REPORT

19 AnnuAl RepoRt 2016-2017


DIRECTORS'
REPORT
TO
THE MEMBERS,
Your Directors are pleased to present to you the Annual Report on the business operations of the Company together with the Audited Financial
Statements of Accounts for the Financial Year ended 31st March, 2017.

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

Dividend including dividend distribution tax 1,982.54 932.95

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

The IndIan hume PIPe ComPany 20


LImITed
DIRECTORS'
REPORT
subject to the approval of the Members at the 91st Annual General
Meeting convened on 10th July, 2017 will be paid on or after
13th July, 2017 to those Members whose names appears in the
Registered of Members as on the date of Book Closure Friday,
30th June, 2017. The Interim Dividend and Final Dividend
aggregates to ` 3.40/- per equity share of
` 2/- each. The total Dividend for the financial year ended 31st
March, 2017 including the proposed Final Dividend, if declared at the
AGM, together with Dividend Distribution Tax will amount to `
1,982.54 Lakhs. Dividend of
` 3.20 per equity share amounting to ` 932.95 including dividend
distribution tax was paid for the previous financial year ended
31st March, 2016.
TRANSFER TO RESERVES:
The Company do not propose to transfer any amount to General Reserve.
FINANCE:
During the year under review, liquidity position of your Company
was maintained satisfactorily and optimum utilization of financial
resources was achieved. Lower budgetary allocation of funds by
some of the State Governments coupled with slow realization of
funds in some projects as also a steep increase in the volume of
work done did provide challenges to the availability of working
capital. However, due to better working capital management, and
faster realization of work bills vis-à-vis work done in Telangana,
level of borrowing during the year could be contained to a
comfortable level. Monetary policy of Reserve Bank of India
continued to be anti inflationary, which in turn, resulted into
softening of interest rates in the money market. Further, due to
better negotiations of pricing with the lenders, the Company
could keep effective cost of borrowings under control.
The Company has been prompt in meeting obligations towards its
Bankers and other trade creditors.

21 AnnuAl RepoRt 2016-2017


INCOME TAx ASSESSMENT: July, 2009 and stopped accepting / renewing deposits since then.
Accordingly, the Company has repaid all those deposits together with
The Income Tax assessment of your Company has been completed
interest thereon as and when they matured on their respective due dates
till assessment year 2014-15. The appeals filed by your Company,
on fixed deposit holders claiming the same.
against the assessment orders for various financial years are pending
with the Income Tax Appellate Authorities and Bombay High Court.
The amount of disallowance involved in various appeals is `
15,058.81 Lakhs. The major dispute is with regard to the execution of
eligible infrastructure projects of water, sewerage, and irrigation. Out of
the total disallowance, the amount of
` 14,670.85 Lakhs pertains to the disallowance made u/s 80IA of the
I.T. Act, 1961. The balance amount of ` 387.96 Lakhs pertains to
other items of disallowance such as sec. 14A disallowance, land
valuation of Wadala property. The necessary provision for tax of `
5,087.75 Lakhs has been made in the accounts except for the
disallowance made u/s 14A, as the same disallowance has been
deleted in the previous years by the First and Second Appellate
Authority.
The appeals filed by the Income Tax Department are pending in the
Bombay High Court for A.Y. 2003-04, A.Y. 2008-09 & A.Y. 2010-11.
The issue involved for AY 2003-04 is claim of deduction u/s 80IA
allowed by the Income Tax Appellate Tribunal, amounting to `
1,068.27 Lakhs. However due to subsequent retrospective amendment
made to sec. 80IA by Finance Act,2009, as an abundant caution
provision for the basic tax liability of
` 392.59 Lakhs on the claim of `1,068.27 Lakhs has been made in
the accounts, hence there is no tax liability. The issue involved for
the AY 2008-09 & AY 2010-11 is with regards to the claim of
disallowance of expenses u/s 14A of the I.T. Act, 1961. The Income
Tax Appellate Tribunal had deleted the disallowance made u/s 14A of
the I.T. Act, 1961. In case if this disallowance is confirmed by the
Bombay High Court then your company will have to make
provision of tax of ` 31.78 Lakhs.
FACTORIES:
The total number of factories of the Company as at the end of the
year stands at 22.
DEVELOPMENT OF LAND:
The development of Company’s land at Hadapsar (Pune), Wadala
(Mumbai) and Badarpur (New Delhi) are at initial stages of obtaining
development related approvals from the Authorities.
CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND
ANALYSIS REPORTS:
The Company has implemented procedures and adopted practices in
conformity with the code of Corporate Governance under SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015
(Listing Regulations). The Company has implemented Code of
Conduct for all its Executive Directors and Senior Management
Personnel, Non-Executive Non-Independent Directors and Independent
Directors, who have affirmed compliance thereto. The said Codes of
Conduct have been posted on the website of the Company. The
Management Discussion and Analysis Report and Corporate
Governance Report, appearing elsewhere in this Annual Report forms
part of the Directors’ Report. A certificate from the Statutory Auditors
of the Company certifying the compliance of conditions of Corporate
Governance is also annexed hereto.
PUBLIC DEPOSITS:
The Company had terminated its Fixed Deposits Schemes w.e.f. 28th
An aggregate amount of ` 0.65 Lakhs representing 3 fixed There is no change in the nature of business during the year under review.
deposits had matured, the last one being matured in February,
2012 and all these 3 fixed deposits remained unclaimed as at 31st
March, 2017. Since then, no instructions for repayment of any of
these matured fixed deposits have been received.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given
in the Financial Statements.
CORPORATE SOCIAL RESPONSIBILITY:
The Corporate Social Responsibility (CSR) Policy of the Company
and the CSR programs/activities undertaken during the financial year
2016-17 are set out in “Annexure A” and forms part of the
Directors’ Report. For other details of the CSR Committee, please
refer to Corporate Governance Report which forms part of this
report. The policy is available on the website of the Company
www.indianhumepipe.com
In accordance with Section 135 of the Companies Act 2013 and
the Rules thereunder the Company has incurred CSR
expenditure of ` 100 Lakhs for the financial year 2016-17 by
way of corpus donation to Ratanchand Hirachand Foundation
which had carried out CSR activities on behalf of Company as set
out in Annexure A.
DONATIONS:
In addition to the above CSR expenditure, the Company has given
following donations:
` 10 Lakhs to Swachh Bharat Kosh set-up by the Central
Government for the promotion of sanitation.
` 3.40 Lakhs to Rotary Foundation, Charitable Organisation.
RISK MANAGEMENT:
The Company has constituted a Risk Management Committee.
The details of Committee and its terms of reference are set
out in the Corporate Governance Report forming part of the
Board’s Report. The Company has a Risk Management Policy to
identify, evaluate, monitor and mitigate risks. The risk framework
defines the risk management approach across the enterprise at
various levels including documentation and reporting.
INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY:
The Company has an Internal Audit Department headed by Chief
Internal Auditor. The Internal Audit Department monitors and
evaluates the efficacy and adequacy of internal control system in
the Company, its compliance with operating systems, accounting
procedures and policies at all locations of the Company. Based on
the report of internal audit function, the Management undertake
corrective action in their respective areas and thereby strengthen
the controls.
INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls
with reference to financial statements.
VIGIL MECHANISM:
The Company has Vigil Mechanism administered by the Audit
Committee. The Vigil Mechanism Policy is posted on the
Company’s website.
CHANGE IN THE NATURE OF BUSINESS, IF ANY:
SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / i) performance of Non-Independent Directors and the Board of
COURTS/ TRIBUNALS, IF ANY: Directors of the Company as a whole;
There are no significant material orders passed by the Regulators/Courts/
Tribunals which would impact the going concern status of your
Company and its future operations.
DIRECTORS:
Pursuant to the provisions of Section 149 of the Act, all the
Independent Directors of the Company have submitted a declaration
that each of them meets the criteria of independence as provided in
Section 149(6) of the Companies Act, 2013 and there has been no
change in the circumstances which may affect their status as
Independent Director during the year.
Pursuant to the provisions of Section 203 of the Companies Act,
2013, the Key Managerial Personnel of the Company are - Mr.
Rajas R. Doshi, Chairman & Managing Director, Mr. Mayur R. Doshi,
Executive Director, Mr. M. S. Rajadhyaksha, Chief Financial Officer
and Mr. S. M. Mandke, Company Secretary.
Remuneration and other details of the Key Managerial Personnel of
the Company for the financial year ended 31st March, 2017 are
provided in the Extract of the Annual Return which is attached to the
Directors’ Report.
As per Section 152 of the Companies Act, 2013, Ms. Anima B.
Kapadia, Director of the Company, retire by rotation at the ensuing
AGM and offers herself for re-appointment.
Profile of Ms. Anima B. Kapadia is given in the Notes to the notice of
AGM of the Company.
BOARD COMMITTEES:
The Board of Directors of your Company had constituted various
Committees and approved their terms of reference/role in compliance
with the provisions of the Companies Act, 2013 and SEBI Listing
Regulations viz. Audit Committee, Nomination and Remuneration
Committee, Stakeholders Relationship Committee, CSR Committee and
Risk Management Committee. The Board had also constituted a
Committee of Directors for the purpose of recent Bonus Issue. The
Committee was dissolved on successful completion of Bonus Issue.
PERFORMANCE EVALUATION:
Pursuant to the provisions of Section 134(3)(p), 149(8), Schedule
IV of the Companies Act, 2013, SEBI (LODR) Regulations, 2015 and
the circular dated 5th January, 2017 issued by SEBI with respect to
Guidance Note on Board Evaluation, annual performance evaluation of
the Board as well as of the Audit Committee, Nomination & Remuneration
Committee, Stakeholders Relationship Committee, CSR and Risk
Management Committees and individual Directors have been
carried out by the Board.
The performance evaluation of the Independent Directors was carried
out by the entire Board and the performance evaluation of the
Chairman, Non-Independent Directors and Board was carried out by the
Independent Directors.
INDEPENDENT DIRECTORS’ MEETING:
In terms of Section 149, Schedule IV of the Companies Act, 2013 and
SEBI (LODR) Regulations 2015, the Independent Directors met on 16th
February, 2017 without the attendance of Non-Independent Directors and
Members of Management of the Company and reviewed the:
ii) performance of the Chairman of the Company, taking into March, 2017 and of the profit of the Company for the year
account the views of Executive and Non-Executive ended on that date;
Directors;
iii) assessed the quality, quantity and timeliness of flow of
information between the Management and the Board that
is necessary for the Board to effectively and reasonably
perform their duties.
All the Independent Directors were present at the meeting.
FAMILIARISATION PROGRAMME OF INDEPENDENT DIRECTORS:
In compliance with the requirements of SEBI (LODR) Regulations
2015, the Company has put in place a familiarization program for
Independent Directors to familiarize them with their role, rights
and responsibility as Directors, the operations of the Company,
business overview etc.
The details of the familiarization program is explained in the
Corporate Governance Report and the same is also available on
the website of the Company.
REMUNERATION POLICY:
The Board on the recommendation of the Nomination &
Remuneration Committee had framed a policy for selection and
appointment of Directors, Senior Management and their
remuneration. The Remuneration Policy is annexed as “Annexure
B”.
NUMBER OF MEETINGS:
Annual programme of Board and Committee meetings is
circulated in advance to the Directors.
During the year four Board and Audit Committee meetings were
held i.e. on 19th May, 2016, 27th July, 2016, 26th October, 2016
and 8th February, 2017.
The Composition of Audit Committee is as under:

Sr. No. Name of the Members Category


1 Mr. Rajendra M. Gandhi Chairman
2 Mr. Rameshwar D. Sarda Member
3 Mr. Vijay Kumar Jatia Member
4 Mr. P. D. Kelkar Member
Further two meetings of Nomination & Remuneration Committee,
one meeting of Stakeholders Relationship Committee and two
meetings of Corporate Social Responsibility Committee were held,
the details of which are given in the Corporate Governance Report.
The maximum gap between any two consecutive meetings of the
Board did not exceed one hundred and twenty days.
DIRECTORS’ RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134 (5) of the
Companies Act, 2013, the Directors state that:
a) in the preparation of the Annual Accounts for the financial
year ended 31st March, 2017, the applicable Accounting
Standards have been followed along with proper explanation
relating to material departures, if any;
b) appropriate accounting policies have been selected 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
c) proper and sufficient care has been taken for the maintenance Secretarial Audit for the financial year 2016-17 was conducted by Mr. J.
of adequate accounting records in accordance with the H. Ranade, Company Secretary in practice and Partner of M/s. JHR &
provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud
and other irregularities;
d) the Annual Accounts have been prepared on a going concern
basis;
e) internal financial controls have been laid down for the Company
and that such internal financial controls are adequate and are
operating effectively; and
f) proper systems to ensure compliance with the provisions of
all applicable laws have been devised and such systems are
adequate and operating effectively.

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.

Accordingly in terms of provisions of the Companies Act, 2013 and


the Companies (Audit and Auditors) Rules, 2014, the Audit
Committee has recommended and the Board of Directors have 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 for a period of five
consecutive years 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) for approval of the Members.

As required under Section 139 of the Companies Act, 2013, the


Company has obtained a written consent 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 applicable.
COST AUDITOR:
The Board of Directors have appointed Mr. Vikas Vinayak Deodhar,
Cost Accountant, Mumbai, Membership No. 3813 as Cost Auditor
of the Company for the financial year 2017-18 to conduct the audit
of the cost records of applicable business of the Company on a
remuneration of
` 1,20,000/- plus reimbursement of out of pocket expenses and/or
travelling expenses as may be incurred by him and Service Tax/GST as
applicable, subject to ratification and confirmation by the shareholders
at the ensuing AGM.
SECRETARIAL AUDITOR:
Associates, Company Secretaries (formerly J. H. Ranade & employees as on 31st March, 2017 working at various locations such
Associates, Company Secretaries), pursuant to the provisions of as Factories / Projects/ Projects Offices/Head Office and Research &
Section 204 of the Companies Act, 2013 and the Companies Development Department, Mumbai.
(Appointment and Remuneration of Managerial Personnel) Rules,
Industrial relations with the workmen at various units of the Company
2014. The Report of the Secretarial Auditor is annexed as “Annexure
were by and large remained peaceful and cordial.
C”. There are no qualifications, reservations or adverse remarks
made by the Secretarial Auditor in their Report.
The Board of Directors has appointed M/s. JHR & Associates,
Company Secretaries as the Secretarial Auditor to conduct Audit of
secretarial records of the Company for the financial year 2017-
18.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND


FOREIGN ExCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology


absorption and foreign exchange earnings and outgo stipulated
under Section 134(3)(m) of the Companies Act, 2013 read with
the Companies (Accounts) Rules, 2014, is annexed as “Annexure
D”.
RELATED PARTY TRANSACTIONS:

All related party transactions made during the financial year


were on an arm’s length basis and were in the ordinary course of
business except the transaction(s) with Ms. Anima B. Kapadia,
Director and Sole Proprietor of Daphtary Ferreira & Divan,
Solicitors and Advocates of the Company for rendering legal
services to the Company which was approved by the Audit
Committee and Board. The details are given in Form AOC-2
which is annexed as “Annexure E”. There are no materially significant
related party transactions made by the Company with the Promoters,
Directors, Key Managerial Personnel, their relatives which may
have a potential conflict with the interest of the Company at
large.
All Related Party transactions were placed before the Audit
Committee as also the Board for approval. A statement of all
related party transactions was presented before the Audit
Committee on quarterly basis, specifying the nature, value and
other related terms and conditions of the transactions. Further
details of the transactions with related parties are provided in
the Company’s financial statements in accordance with the
Accounting Standards. The Company has a Related Party
Transaction Policy for identifying, monitoring and approving
of such transactions.
The policy on Related Party Transactions as approved by the
Board is uploaded on the Company’s website.

ExTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in


form MGT-9 is annexed herewith as “Annexure F”.

PARTICULARS OF EMPLOYEES:

The information required under Rule 5(1),(2) and (3) of the


Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 read with Section 197 of the Act is attached as
“Annexure G”.
INDUSTRIAL RELATIONS:

The Company is having total strength of 1,329 permanent


PREVENTION OF SExUAL HARASSMENT AT WORK PLACE:
ACKNOWLEDGEMENTS:
During the year under review, there were no complaints filed pursuant to
Your Directors record their gratitude to the Shareholders, Customers,
the Sexual Harassment of Women at Workplace (Prevention,
Bankers, Government Departments, Vendors and Sub-contractors and
Prohibition and Redressal) Act, 2013.
all other Stakeholders for their continued support and co-operation
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND during the year.
(IEPF):
Your Directors also wish to place on record their appreciation of the
Your Company has, during the year under review, transferred a sum services rendered by the employees of the Company.
of
Wishing you all good health, wealth and prosperity.
` 4,22,518/- towards unclaimed dividend for the financial year 2008-
09, Unclaimed sale proceeds of fractional shares arising out of
issuance of bonus shares of ` 54,939/-, Unclaimed redemption
'
amount of preference shares of ` 1,98,720/-, unclaimed matured
fixed deposits and unclaimed interest of ` 93,074.08 on fixed For and on behalf of the Board of Directors,
deposits to Investor Education and Protection Fund, in compliance
with the provisions of Section 125 of the Companies Act, 2013, which
remained unclaimed by the members/fixed deposit holders of the Rajas R. Doshi
Company for a period of 7 years from the date they became due for Chairman & Managing Director
payment.
Registered Office:
GENERAL: Construction House, 2nd floor,
Your Directors state that no disclosure or reporting is required in 5, Walchand Hirachand
respect of the following items as there were no transactions on these Road,
items during the year under review: Ballard Estate, Mumbai - 400

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

25 AnnuAl RepoRt 2016-2017


ANNExURE TO DIRECTORS’
During 2016-17, RHF had undertaken following charitable
REPORT
programmes/ activities.
1. Fujifilm Sonosite Colour Doppler, Ultrasound Machine –
Model – ‘Edge’ costing ` 17 Lakhs is donated to Neonatal
Unit at Lokmanya Tilak Municipal Medical College &
General Hospital, Sion, Mumbai (LTMGH). Neonatal Unit at
LTMGH is a 40 bedded unit with an annual admission rate
of 3,500 preterm and sick babies. LTMGH is in the
process of increasing the bed strength by another 30
beds in the additional space allotted to them to reduce the
overcrowding as well as to accommodate more babies for
specialised care. The availability of portable sonography cum
echocardiography and colour Doppler machine in the unit
will go a long way in allowing bedside diagnosis babies with
structural and functional cardiac problems, babies with
intracranial problems, abdominal problems, chest and joint
problems. Such bedside facility is particularly useful for
diagnosis of critically ill babies on the ventilator and for
extremely low birth weight babies less than 1,000 grams
birth weight who require periodic neuro-sonographies but
who are not in position to be shifted out of the unit for
investigations. The availability of this equipments in the unit
would benefit more than 1,000 babies annually.

Fujifilm Sonosite Colour Doppler, Ultrasound Machine – Model – ‘Edge’


at Lokmanya Tilak Municipal Medical College & General Hospital, Sion, Mumbai

The IndIan hume PIPe ComPany 26


LImITed
2. Autoclave Steriliser for Ophthalmic Instruments ‘Tuittnauer
5. Further following financial support / aid was provided by RHF
Autoclave
on behalf of the Company :
– Model Elara 11 Machine’ costing ` 5.27 Lakhs used for
Ophthalmic Instruments and sterilization processing needs of (a) Backward Class Girls Hostel, Solapur towards the
Medical Clinics, Dental Clinics and Veterinary Clinics donated to payment of additional financial support for restructuring
Hasanali Tobaccowala Eye Centre, Talwada in Thane District and renovation of hall to be utilised by the girls as library
managed by Rotary Club of Bombay. and for other activities like Abhyasika, support class,
conducting workshops and vocational classes etc. - `
6,32,000/-.
(b) Mani Bhavan Gandhi Sangrahalaya, Mumbai for preserving
the rich heritage of Books at their library - `
3,00,600/-.
(c) Kushtarog Niwaran Samiti, Shantivan for its “Help a child
programme” for Adivasi Ashram School, towards
education expenses for 75 students - ` 1,50,000/-.
(d) Rescue Foundation, Mumbai towards funding of annual
salary of one computer teacher - ` 1,44,000/-.
(e) Shree Adinath Digambar Jain Trikal Choubisi Sahastrakoot
Tuittnauer Autoclave – Model Elara 11 Machine’ Jinalaya Nirman Samiti, Bhopal towards the 1st
at Hasanali Tobaccowala Eye Centre, Talwada, Thane District instalment of disbursement of donation / contribution for
construction of Ladies Hostel - ` 1,17,000/-.
3. An amount of ` 5.25 Lakhs paid to Vision Foundation of
India, Mumbai for their project Rashtriya Netra Yagna towards (f) Society for Rehabilitation of Crippled Children Citi Academy
the cost of free cataract eye surgeries of 350 patients / for Special Children towards education expenses of one
beneficiaries from rural areas and urban slums. child for one year under their scheme “Sponsor a Child”-
4. ` 1.13 Lakhs towards funding of twelve months salary of the ` 1,04,000/-.
nurse working in Human Milk Bank in LTMG Hospital, Sion, (g) Medical Aid to 2 (two) individual applicants for the
Mumbai. treatment of the respective illnesses suffered by them
- ` 40,000/-.

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:

B. 1. Providing educational grant / aid to needy students and


institutions, funding salaries of teachers, medical aid to
the patients as well as to Hospitals, Charitable Trusts,
Institutions, NGOs and donations of costly medical
equipments to Municipal /Public Hospitals across the
country.

2. Promoting education including special education and


employment enhancement, vocation skills especially among
children, women, elderly and differently abled and
livelihood enhancement projects.

3. Promoting preventive health care, safe drinking water,


sanitation etc.

4. Ensuring environmental sustainability, ecological balance


and conservation of natural resources, use of solar
energy, rain water harvesting etc.

5. Undertaking all other activities, projects and programs as


per Section 135, Companies (CSR) Rules, 2014 and the
Schedule VII of the Act as amended from time to time.

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.

C. 1. The CSR activities does not include the activities undertaken


in pursuance of normal course of business of the
Company.

2. The surplus arising out of the CSR projects or programs


or activities shall not form part of the business profit of
the Company.

3. The CSR projects or programs or activities that benefit


only the employees of the Company and their families
shall not be considered as CSR activities in accordance
with Section 135 of the Act.

4. Companies may build CSR capacities of their own


personnel as well as those of their Implementing
agencies through Institutions with established track
records of at least three financial years but such
D. Expenditure:- Gandhi
CSR expenditure shall include all expenditure including 5) Mr. Rajas R. Doshi Member Non-Independent Director
contribution to corpus or on projects or programs relating This Committee and the Policy is formulated in compliance with
to CSR activities approved by the Board on the Section 178 of the Companies Act, 2013 read along with the
recommendation of CSR Committee in line with the applicable Rules thereto and erstwhile Clause 49 of the Listing
activities, programs and projects within the purview of the Agreement.
Act, Rules thereon and the Schedule VII. A specific budget
would be allocated to the projects to be undertaken for each
financial year. These projects / activities will include
educational grants / aid, preventive health care, financial
aid to patients, donations of costly medical equipments to
Municipal / Public Hospitals. Further established Trusts,
Institutions, NGOs etc. may be given donation, financial
aids, support for undertaking CSR activities after taking into
consideration various key parameters like their credibility,
capacity, past performances, established track records,
etc. The Company would endeavour to spend in every
financial year atleast 2% of the average net profit through
the Foundation.
E. Reporting:-
The Board’s report will include all activities, programs and
projects on CSR containing particulars specified in the
Annexure to the said CSR Rules, 2014.
F. Management Commitment:-
The Board of Directors, Management and all the employees
would subscribe to the philosophy of concern and care. We
believe that we have a mission to walk on the path of
generosity and compassion in order to make a difference in
the lives of the poor and society at large. This would be the
cornerstone of our CSR Policy.
G. Display of CSR activities on Company’s website:-
The Company will disclose contents of its CSR Policy in the
Annual Report and also display it on the website of the
Company.

ANNExURE ‘B’ TO DIRECTORS’ REPORT


Remuneration Policy of the Company
Pursuant to Section 178 of the Companies Act, 2013 and Clause
49 of the Listing Agreement, the Board of Directors of every
listed Company shall constitute the Nomination and
Remuneration Committee. The Company already constituted
Remuneration Committee comprising of three Non- Executive
Independent Directors and one Non-Executive Non-Independent
Director as required under Listing Agreement. In order to align
with the provisions of the Companies Act, 2013 and the amended
Listing Agreement from time to time, the Board on, 27th May, 2014
changed the nomenclature of the “Remuneration Committee” as
“Nomination and Remuneration Committee” and re-constituted the
Committee with three Non-Executive Independent Directors and one
non-executive Non-Independent Director as Members of the
Committee.
The present composition of the “Nomination and Remuneration
Committee” of the Company is as below:-
1) Mr. N. Balakrishnan Chairman Independent Director
2) Ms. Anima B. Kapadia Member Non-Independent Director
3) Mr. Vijay Kumar Jatia Member Independent Director
4) Mr. Rajendra M. Member Independent Director
II. OBJECTIVE Terms that have not been defined in this Policy shall have the same
meaning assigned to them in the Companies Act, 2013, erstwhile
The key objectives of the Committee would be:
Listing Agreement and/or any other SEBI Regulation(s) as amended
a) To guide the Board, in relation to the appointment and from time to time.
removal of Directors, Key Managerial Personnel (KMP)
and Senior Management.
b) To evaluate the performance of the members of the Board
and provide necessary report to the Board for further
evaluation.
c) To recommend to the Board on Remuneration payable to
the Directors, KMP and Senior Management.
d) To provide to KMP and Senior Management reward
linked directly to their effort, performance,
dedication and achievement relating to the
Company’s operations.
e) To retain, motivate and promote talent and to ensure
long term sustainability of talented managerial persons and
create competitive advantage.
III. DEFINITIONS
- “Act” means the Companies Act, 2013 and Rules framed
thereunder, as amended from time to time.
- “Board” means Board of Directors of the Company.
- “Company” means “The Indian Hume Pipe Company
Limited.”
- “Directors” mean Directors of the Company.
- “Independent Director” means a Director referred to in
Section 149 (6) of the Companies Act, 2013.
- “Key Managerial Personnel” means:
(i) Chief Executive Officer or the Managing Director or
the Manager,
(ii) Company Secretary,
(iii) Whole-time Director,
(iv) Chief Financial Officer and
(v) Such other officer as may be prescribed.
- “Nomination and Remuneration Committee” shall mean a
Committee of Board of Directors of the Company,
constituted in accordance with the provisions of
Section 178 of the Companies Act, 2013 and the
erstwhile Listing Agreement.
- “Policy or This Policy” means, “Nomination and
Remuneration Policy.”
- “Remuneration” means any money or its equivalent given
or passed to any person for services rendered by him and
includes perquisites as defined under the Income-tax
Act, 1961.
- “Senior Management” means personnel of the Company
who are members of its core management team
excluding Board of Directors. This would include all
members of management one level below the Executive
Directors, including all the functional heads.
IV. INTERPRETATION
V. GUIDING PRINCIPLES for the Committee meeting.
The Policy ensures that d) Membership of the Committee shall be disclosed in the
Annual Report.
- The level and composition of remuneration is
reasonable and sufficient to attract, retain and e) Term of the Committee shall be continued unless terminated
motivate Directors of the quality required to run the by the Board of Directors.
Company successfully
- Relationship of remuneration to performance is clear
and meets appropriate performance benchmarks
and
- Remuneration to Directors, KMP and Senior
Management involves a balance between fixed and
incentive pay reflecting short and long term
performance objectives appropriate to the working of
the Company and its goals.
VI. ROLE OF THE COMMITTEE
The role of the Committee inter alia will be the following:
a) To identify persons who are qualified to become
Directors and who may be appointed in Senior
Management in accordance with the criteria laid
down in this policy.
b) To formulate criteria for evaluation of Independent
Directors and the Board.
c) To recommend to the Board the appointment and
removal of Directors and Senior Management.
d) To carry out evaluation of every Director’s performance.
e) To formulate a criteria for determining qualifications,
positive attributes and independence of a Director.
f) To recommend to the Board policy relating to
remuneration for Directors, KMP and Senior
Management.
g) To devise a policy on Board diversity.
h) To ensure that level and composition of
remuneration is reasonable and sufficient,
relationship of remuneration to performance is clear
and meets appropriate performance benchmarks.
i) To carry out any other function as is mandated by
the Board from time to time and / or enforced by any
statutory notification, amendment or modification, as
may be applicable.
j) To perform such other functions as may be
necessary or appropriate for the performance of
its duties.
VII. MEMBERSHIP
a) The Committee shall comprise at least three (3)
Directors, all of whom shall be Non-Executive
Directors and at least half shall be Independent.
b) The Board shall reconstitute the Committee as and
when required to comply with the provisions of the
Companies Act, 2013 and applicable statutory
requirement.
c) Minimum two (2) members shall constitute a quorum
VIII. CHAIRMAN 1. Managing Director/Whole-time Director/Manager (Managerial
a) Chairman of the Committee shall be an Independent Person):
Director. The Company shall appoint or re-appoint any person as its
b) Chairperson of the Company may be appointed as a Managerial Person for a term not exceeding five years at a
member of the Committee but shall not Chair the time. No re-appointment shall be made earlier than one year
Committee. before the expiry of term.
c) In the absence of the Chairman, the members of the
Committee present at the meeting shall choose one
amongst them to act as Chairman.
d) Chairman of the Nomination and Remuneration
Committee could be present at the AGM or may
nominate some other member to answer the
shareholders’ queries.
Ix. FREQUENCY OF MEETINGS
The meeting of the Committee shall be held at such intervals
as may be required.
x. COMMITTEE MEMBERS’ INTERESTS
a) A member of the Committee is not entitled to be present
when his or her own remuneration is discussed at a
meeting or when his or her performance is being
evaluated.
b) The Committee may invite such executives, as it
considers appropriate, to be present at the meetings of the
Committee.
xI. VOTING
a) Matters arising for determination at Committee meetings
shall be decided by a majority of votes of Members
present and voting and any such decision shall for all
purposes be deemed a decision of the Committee.
b) In the case of equality of votes, the Chairman of the
meeting will have a casting vote.
xII. APPOINTMENT AND REMOVAL OF DIRECTOR, KMP AND SENIOR
MANAGEMENT
Appointment criteria and qualifications:
1. The Committee shall identify and ascertain the integrity,
qualification, expertise and experience of the person for
appointment as Director, KMP or at Senior Management
level and recommend to the Board his / her
appointment.
2. A person should possess adequate qualification,
expertise and experience for the position he / she is
considered for appointment. The Committee has discretion
to decide whether qualification, expertise and experience
possessed by a person are sufficient / satisfactory for the
concerned position.
3. The Company shall not appoint or continue the
employment of any person as Managing Director/Whole-
time Director/ Manager who has attained the age of
seventy years. Provided that the term of the person
holding this position may be extended beyond the age of
seventy years with the approval of shareholders by
passing a special resolution based on the explanatory
statement annexed to the notice for such motion indicating
the justification for extension of appointment beyond
seventy years.
Term / Tenure:
2. Independent Director : to Managerial Person, KMP and Senior Management
- An Independent Director shall hold office for a Personnel will be determined by the Committee and
term up to five consecutive years on the Board recommended to the Board for approval. The
of the Company and will be eligible for remuneration / compensation / commission etc. shall be
appointment on passing of a special resolution subject to the prior/post approval of the shareholders of
by the Company and disclosure of such the Company and Central Government, wherever required.
appointment in the Board’s report.
- No Independent Director shall hold office for
more than two consecutive terms, but such
Independent Director shall be eligible for
appointment after expiry of three years of
ceasing to become an Independent Director.
Provided that an Independent Director shall not,
during the said period of three years, be
appointed in or be associated with the
Company in any other capacity, either directly
or indirectly. However, if a person who has
already served as an Independent Director for 5
years or more in the Company as on 1st
October, 2014 or such other date as may be
determined by the Committee as per regulatory
requirement, he / she shall be eligible for
appointment for one more term of 5 years
only.
- At the time of appointment of Independent
Director it should be ensured that number of
Boards on which such Independent Director
Serves is restricted to seven listed companies as
an Independent Director and three listed
companies as an Independent Director in case
such person is serving as a Whole-time
Director of a listed company.
Evaluation :
The Committee shall carry out evaluation of
performance of every Director, KMP and Senior
Management at regular interval (yearly).
Removal :
Due to reasons for any disqualification mentioned
in the Companies Act, 2013, rules made thereunder
or under any other applicable Act, rules and
regulations, the Committee may recommend, to the
Board with reasons recorded in writing, removal of
a Director, KMP or Senior Management subject to the
provisions and compliance of the said Act, rules and
regulations.
Retirement :
The Director, KMP and Senior Management shall
retire as per the applicable provisions of the
Companies Act, 2013 and the prevailing policy of the
Company. The Board will have the discretion to retain
the Director, KMP, Senior Management in the same
position / remuneration or otherwise even after
attaining the retirement age, for the benefit of the
Company.
xIII. PROVISIONS RELATING TO REMUNERATION OF MANAGERIAL
PERSON, KMP AND SENIOR MANAGEMENT
General :
1. The remuneration / compensation / commission etc.
2. The remuneration and commission to be paid to with the statutory provisions of the Companies Act, 2013,
Managerial Person shall be as per the statutory provisions and the rules made thereunder for the time being in force.
of the Companies Act, 2013 and the rules made
thereunder for the time being in force.
3. Increments to the existing remuneration / compensation
structure may be recommended by the Committee to the
Board which should be within the slabs approved by the
Shareholders in the case of Managerial Person.
Increments will be effective from the date of
reappointment in respect of Managerial Person and 1st
April in respect of other employees of the Company.
4. Where any insurance is taken by the Company on behalf
of its Managerial Person, KMP and any other
employees for indemnifying them against any liability, the
premium paid on such insurance shall not be treated as part
of the remuneration payable to any such personnel.
Provided that if such person is proved to be guilty, the
premium paid on such insurance shall be treated as part
of the remuneration.
Remuneration to Managerial Person, KMP and Senior
Management:
1. Fixed pay:
Managerial Person, KMP and Senior Management shall
be eligible for a monthly remuneration as may be
approved by the Board on the recommendation of the
Committee in accordance with the statutory provisions
of the Companies Act, 2013, and the rules made
thereunder for the time being in force. The break-up of
the pay scale and quantum of perquisites including,
employer’s contribution to P. F. pension scheme, medical
expenses, club fees etc. shall be decided and approved
by the Board on the recommendation of the Committee
and approved by the shareholders and Central
Government, wherever required.
2. Minimum Remuneration:
If, in any financial year, the Company has no profits or its
profits are inadequate, the Company shall pay remuneration
to its Managerial Person in accordance with the
provisions of Schedule V of the Companies Act, 2013 and
if it is not able to comply with such provisions, with the
prior approval of the Central Government.
3. Provisions for excess remuneration:
If any Managerial Person draws or receives, directly or
indirectly by way of remuneration any such sums in
excess of the limits prescribed under the Companies Act,
2013 or without the prior sanction of the Central
Government, where required, he/she shall refund such
sums to the Company and until such sum is refunded,
hold it in trust for the Company. The Company shall not
waive recovery of such sum refundable to it unless
permitted by the Central Government.
Remuneration to Non-Executive / Independent Director:
1. Remuneration / Commission:
The remuneration / commission shall be in accordance
2. Sitting Fees: returns filed and other records maintained by the Company if any for
the financial year ended on 31st March, 2017 according to the
The Non- Executive / Independent Director may
provisions of:
receive remuneration by way of fees for attending
meetings of Board or Committee thereof. i. The Companies Act, 2013 (the Act) and the rules made thereunder;
Provided that the amount of such fees shall not ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and
exceed the maximum amount as provided in the the rules made thereunder;
Companies Act, 2013, per meeting of the Board or
Committee or such amount as may be prescribed by
the Central Government from time to time.
3. Limit of Remuneration / Commission:
Remuneration / Commission may be paid within the
monetary limit approved by shareholders, subject
to the limit not exceeding 1% of the net profits of
the Company computed as per the applicable
provisions of the Companies Act, 2013.
xIV. MINUTES OF COMMITTEE MEETING
Proceedings of all meetings must be minuted and signed
by the Chairman of the said meeting or the Chairman of the
next succeeding meeting. Minutes of the Committee
meeting will be tabled at the subsequent Board and
Committee meeting.
xV. DEVIATIONS FROM THIS POLICY
Deviations on elements of this policy in extraordinary
circumstances, when deemed necessary in the interests of
the Company, will be made if there are specific reasons
to do so in an individual case.

ANNExURE ‘C’ TO DIRECTORS’ REPORT


Form No. MR-3
SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR
ENDED 31ST MARCH, 2017
[Pursuant to section 204(1) of the Companies Act, 2013 and rule
No.9 of the Companies (Appointment and Remuneration
Personnel) Rules, 2014]
The Members,
The Indian Hume Pipe Company Limited
Construction House, Walchand Hirachand Marg,
Ballard Estate, Fort, Mumbai 400001
We have conducted the Secretarial Audit of the compliance of
applicable statutory provisions and the adherence to good corporate
practices by The Indian Hume Pipe Company Limited (hereinafter
called ‘the Company’). Secretarial Audit was conducted in a manner
that provided us a reasonable basis for evaluating the corporate
conducts/statutory compliances and expressing our opinion
thereon.
Based on our verification of the Company’s books, papers, minute
books, forms and returns filed and other records maintained by
the Company and also the information provided by the Company,
its officers, agents and authorised representatives during the
conduct of Secretarial Audit, we hereby report that in our opinion,
the Company has, during the audit period covering the financial
year ended on 31st March 2017, complied with the statutory
provisions listed hereunder and also that the Company has proper
Board-processes and compliance-mechanism in place to the extent,
in the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and
iii. The Depositories Act, 1996 and the Regulations and Bye-
sent generally seven days in advance, and a system exists for seeking
laws framed thereunder;
and obtaining further information and clarifications on the agenda items
iv. Foreign Exchange Management Act, 1999 and the rules and before the meeting and for meaningful participation at the
regulations made thereunder to the extent of Foreign Direct meeting.
Investment, Overseas Direct Investment and External Commercial Majority decision was carried through while the dissenting members’
Borrowings. (Not applicable to the Company during audit views, if any, are captured and recorded as part of the minutes.
period)
We further report that there are adequate systems and processes
v. The following Regulations and Guidelines prescribed under the in the Company which commensurate with the size and operations of
Securities and Exchange Board of India Act, 1992 (‘SEBI the Company to monitor and ensure compliance with applicable laws,
Act’):- rules, regulations and guidelines.
a. The Securities and Exchange Board of India We further report that during the Audit period, consents of the
(Substantial Acquisition of Shares and Takeovers) members were accorded to the Board under section:
Regulations, 2011;
a. 14 of the Companies Act 2013 for adoption of new set of
b. The Securities and Exchange Board of India (Prohibition Articles of Association pursuant to the introduction of the said
of Insider Trading) Regulations, 1992; Act.
c. The Securities and Exchange Board of India (Issue of b. 63 of the Companies Act 2013 for issue of bonus equity shares.
Capital and Disclosure Requirements) Regulations,
2009; For JHR &
Associates Company
d. The Securities and Exchange Board of India (Employee
Secretaries
Stock Option Scheme and Employee Stock Purchase
Scheme) Guidelines, 1999 /Securities and Exchange J. H. Ranade
Board of India
(Share Based Employee Benefits) Regulations, 2014
Place : Thane (Partner)
(Effective 28th October 2014); (Not applicable to the
Date : 18th May, 2017 FCS: 4317, CP: 2520
Company during audit period)
e. The Securities and Exchange Board of India (Issue and
Listing of Debt Securities) Regulations, 2008; (Not ANNExURE ‘C’ TO DIRECTORS’
applicable to the REPORT
Company during audit period) The Board of Directors of the Company is duly constituted with proper
f. The Securities and Exchange Board of India (Registrars to balance of Executive Directors, Non-Executive Directors and Independent
an Issue and Share Transfer Agents) Regulations, 1993 Directors. There was no change in the Composition of the Board of Directors
regarding the Companies Act and dealing with client; during the audit period.
Adequate notice of at least seven days was given to all Directors to
g. The Securities and Exchange Board of India (Delisting of
Equity Shares) Regulations, 2009; (Not applicable to the
Company during audit period)
h. The Securities and Exchange Board of India (Buyback
of Securities) Regulations, 1998; (Not applicable to
the Company during audit period)
i. SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015.
vi. The Law which is specifically applicable to the Company is as
under: Indian Arms Act of 1959 (Applicable with effect from15-
07-2016)
We have also examined compliance with the applicable clauses of the
following:
(i) Secretarial Standards issued by The Institute of Company
Secretaries of India.
(ii) The Listing Agreements entered into by the Company with
National Stock Exchange of India Limited and BSE Limited.
During the period under review the Company has complied with the
provisions of the Act, Rules, Regulations and Guidelines, etc.
mentioned above. As regards applicability of Indian Arms Act of 1959,
the Company’s application for license is pending with the concerned
government authorities.
We further report that: -
SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR Auditor’s Responsibility
ENDED 31ST MARCH, 2017 2. Our responsibility is to express an opinion on these
(Appointment and Remuneration Personnel) Rules, 2014 secretarial records, systems and procedures based on our
audit.
To,
The Members, 3. Wherever required, we have obtained the management’s
The Indian Hume Pipe Company Limited representation about the compliance of laws, rules and regulations
Construction House, Walchand Hirachand Marg, and happening of events etc.
Ballard Estate, Fort, Mumbai 400001 Disclaimer
Our Secretarial Audit Report of even date for financial year 2016- 4. The Secretarial Audit Report is neither an assurance as to the
17 is to be read along with this letter. future viability of the Company nor of the efficacy or
Management’s Responsibility effectiveness with which the management has conducted the
affairs of the Company.
1. It is the responsibility of the management of the Company to
maintain secretarial records, devise proper systems to For JHR &
ensure compliance with the provisions of all applicable Associates Company
laws and regulations and to ensure that the systems are Secretaries
adequate and operate effectively. J. H. Ranade
schedule the Board Meetings, agenda and detailed notes on agenda Place : Thane (Partner)
were Date : 18th May, 2017 FCS: 4317, CP: 2520
ANNExURE ‘D’ TO DIRECTORS’ REPORT
B. TECHNOLOGY ABSORPTION :
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
I. The efforts made toward technology absorption:-
FOREIGN ExCHANGE EARNINGS AND OUTGO
Automation in Hydro testing machine for accuracy testing
[Section 134(3)(m) of The Companies Act, 2013 read with Rule
and analysis of leakages of cylinders in Hydro test is
8(3) of The Companies (Accounts) Rules, 2014]
implemented at our IHP Dhule factory.
DISCLOSURE OF PARTICULARS WITH RESPECT TO
This will ensure 100 % cylinder testing and maintain
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
computer records.
FOREIGN ExCHANGE EARNINGS AND OUTGO
II. The benefits derived like product improvement, cost reduction,
A. Conservation of Energy:
product development or import substitution:-
I. The Steps Taken or impact on conservation of Energy:-
• Trial pipe of Prestressed Concrete Cylinder Pipe of larger
• 500 KVA Servo Controlled Voltage stabilizer installed at diameter i.e. 2300 mm x 4 mtr. Length has been
IHP designed and manufactured successfully with overlap
Choutuppal factory: welded joint at our Yelahanka factory Bangalore and
• Reduces electricity consumption. Chilamathur (Andhra Pradesh)

• 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

• Nil • Outgo : ` 1.55 Lakhs - towards travelling and other expenses.


For and on behalf of the Board of Directors,

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

(a) Name(s) of the related party and nature of relationship :


(b) Nature of contracts / arrangements / transactions :
(c) Duration of the contracts / arrangements / transactions :
(d) Salient terms of the contracts or arrangements : None
or transactions including the value, if any
(e) Date(s) of approval by the Board, if any; :
(f) Amount paid as advances, if any; :

For and on behalf of the Board of Directors,

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–

Sl. NAME AND ADDRESS OF CIN/GLN HOLDING/ SUBSIDIARY/ / % of shares Applicable


No THE COMPANY ASSOCIATE Held Section
1 IHP Finvest Ltd U65920MH1996PLC103184 Holding Company 65.92 2(46)
2 Ratanchand Investment Pvt. Ltd. U67120MH1996PTC103241 Ultimate Holding Company 1.80 2(46)
IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i) Category-wise Share Holding

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.

# Increase in number of shares is due to Bonus Issue in the ratio of 1:1

iii) Change in Promoters’ Shareholding (Please specify, if there is no change)


Sl. Shareholder’s Name 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 No. of shares % of total
shares of the shares of the
Company Company
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
7 Date wise Increase / Decrease in Promoters
Shareholding during the year specifying the
Increase in number of shares is due to Bonus issue in the ratio 1:1 on 14-12-
reasons for increase / decrease (e.g. allotment
2016
/ transfer / bonus / sweat equity etc):
8 At the end of the year 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

Secured Loans Unsecured Loans Deposit Total


excluding deposits Indebtedness
Indebtedness at the beginning of the financial
year
27,141.77 4,642.65 1.05 31,785.47
(i) Principal Amount
Nil Nil Nil Nil
(ii) Interest due but not paid
188.78 16.56 Nil 205.34
(iii) Interest accrued but not due
Total (i+ii+iii) 27,330.55 4,659.21 1.05 31,990.81
Change in Indebtedness during the financial year
in Principal Amount-
• Addition Nil 4,857.35 Nil 4,857.35
• Reduction 11,755.78 Nil 0.40 11,756.18
Net Change -11,755.78 4,857.35 -0.40 -6,898.83
Indebtedness at the end of the financial year
(i) Principal Amount 15,385.99 9,500.00 0.65 24,886.64
(ii) Interest due but not paid Nil Nil Nil Nil
(iii) Interest accrued but not due 126.69 16.39 Nil 143.08
Total (i+ii+iii) 15,512.68 9,516.39 0.65 25,029.72
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director, Whole-time Directors and / or Manager as on 31st March, 2017: ` in Lakhs
Sl. Particulars of Remuneration Name of MD / WTD / Manager Total
No. Mr. Rajas R. Mr. Mayur R. Amount
Doshi Doshi Executive
Chairman & Director
Managing Director
1. Gross Salary
(a) Salary as per provisions contained in section 17 (1) of the 148.59 68.58 217.17
Income- tax Act, 1961
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 82.41 60.87 143.28
(c) Profits in lieu of salary under section 17(3) Income-tax Act, - - -
1961
2. Stock Option - - -
3. Sweat Equity - - -
4. Commission 351.00 162.00 513.00
– As % of profit 2.17% 1.00 3.17%
– Others, specify …. - - -
5. Others, please specify - - -
Total (A) 582.00 291.45 873.45
Ceiling as per the Act/Contract (whichever is less) 808.29 452.76 1261.05
B. Remuneration to other Directors as on 31st March, 2017: ` in Lakhs
Sl. Particulars of Remuneration Name of Directors Total
No. Amount
1. Independent Directors Mr. Ajit Mr. Rajendra Mr. Mr. N. Mr. Vijay Mr.
Gulabchand M. Gandhi Rameshwar Balakrishnan Kumar Jatia P. D.
D. Sarda Kelkar
• Fee for attending Board and 1.60 4.40 4.40 3.20 4.40 4.00 22.00
Committee meetings
• Commission 4.00 4.00 4.00 4.00 4.00 4.00 24.00
• Others, please specify - - - - - - -
Total (1) 5.60 8.40 8.40 7.20 8.40 8.00 46.00
2. Other Non-Executive Directors Ms. Jyoti Ms. Anima B.
R. Doshi Kapadia
• Fee for attending Board and 2.40 2.40
Committee meetings
• Commission 4.00 4.00
• Others, please specify - -
Total (2) 6.40 6.40 - - - - 12.80
Total (B) = (1+2) 58.80
Total Managerial Remuneration (A+B*) (*Includes commission to Non-Executive Directors @1% of the profits or ` 32 Lakhs whichever is 905.45
less)
Overall Ceiling as per the 1293.05
Act/Contract
(whichever is less)
C. Remuneration to Key Managerial Personnel other than MD / Manager / WTD as on 31st March, 2017: ` in Lakhs

Sl. Particulars of Remuneration Key Managerial Personnel


No. Mr. M. S. Mr. S,M. Total
Rajadhyaksha Mandke
Chief Financial Company
Officer Secretary
1. Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act,
33.91 35.17 69.08
1961
(b) Value of perquisites u/s 17(2) Income-tax Act,1961
(c) Profits in lieu of salary under section 17 of Income-tax Act, 1961
2. Stock Option - - -
3. Sweat Equity - - -
4. Commission
– as % of profit - - -
– others, specify - - -
5. Others, please specify - - -
Total 33.91 35.17 69.08
VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES AS ON 31ST MARCH, 2017:
Type Section of the Brief Details of Penalty / Authority Appeal made, if
Companies Act Description Punishment / [RD / NCLT any (give Details)
Compounding / COURT]
fees imposed
A. COMPANY
Penalty
Punishment
Compounding
B. DIRECTORS
Penalty
Punishment
Compounding
C. OTHER OFFICERS IN
DEFAULT
Penalty
Punishment
Compounding

ANNExURE ‘G’ TO DIRECTORS’ REPORT


PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE
COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 FOR THE FINANCIAL YEAR ENDED 31ST
MARCH, 2017
(i) The ratio of remuneration of each Director to the median remuneration of the employees of the Company.
a. Mr. Rajas R. Doshi 81.16 f. Mr. Rameshwar D. 1.17
Chairman & Managing Director Sarda Non-Executive
Director
b. Mr. Mayur R. 40.64 g. Mr. N. Balakrishnan 1.00
Doshi Executive Non-Executive
Director Director
c. Mr. Ajit Gulabchand 0.78 h. Ms. Anima B. 0.89
Non- Executive Kapadia Non-
Director Executive Director
d. Ms. Jyoti R. Doshi 0.89 i. Mr. Vijay Kumar Jatia 1.17
Non- Executive Director Non-Executive
Director
e. Mr. Rajendra M. 1.17 j. Mr. P. D. Kelkar 1.12
Gandhi Non- Executive Non-Executive Director
Director
(ii) The percentage increase / decrease in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary
of the Company as on 31st March, 2017.
a. Mr. Rajas R. Doshi 135.96% g. Mr. N. Balakrishnan 5.88%
Chairman & Managing Director Non-Executive
Director
b. Mr. Mayur R. 114.88% h. Ms. Anima B. -15.79%
Doshi Executive Kapadia Non-
Director Executive Director
c. Mr. Ajit Gulabchand -6.67% i. Mr. Vijay Kumar Jatia 0.00%
Non- Executive Non-Executive
Director Director
d. Ms. Jyoti R. Doshi -11.11% j. Mr. P. D. Kelkar -13.04%
Non- Executive Director Non-Executive Director
e. Mr. Rajendra M. -12.50% k. Mr. M. S. -3.51%
Gandhi Non- Executive Rajadhyaksha Chief
Director Financial Officer
f. Mr. Rameshwar D. -12.50% l. Mr. S. M. Mandke 11.04%
Sarda Non-Executive Company Secretary
Director
(iii) The percentage increase in the median remuneration of employees in the financial year 2016-17.
6.19%.
(iv) The number of permanent employees on the rolls of the Company as on 31.03.2017.
1,329 employees.
(v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial
year and its comparision with the percentile increase in the managerial remuneration and justification thereof and point out if there are
any exceptional circumstances for increase in the managerial remuneration.
6.70%. There was increase of 128.48% in managerial remuneration for the last financial year due to increase in net profits as
compared to the previous financial year.
(v) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy.
STATEMENT OF NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE
WHO IF EMPLOYEED THROUGHOUT THE FINANCIAL YEAR, WAS IN RECEIPT OF REMUNERATION FOR THAT YEAR WHICH IN THE
AGGREGATE, WAS NOT LESS THAN ` 1,02,00,000/-; IF EMPLOYEED FOR A PART OF THE FINANCIAL YEAR, WAS IN RECEIPT OF
REMUNERATION FOR ANY PART OF THAT YEAR, AT A RATE WHICH IN THE AGGREGATE, WAS NOT LESS THAN ` 8,50,000/- PER MONTH; 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. PURSUANT TO THE PROVISIONS OF SECTION 197(12) OF THE COMPANIES
ACT, 2013 READ WITH RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
FORMING PART OF THE DIRECTORS' REPORT DATED 18TH MAY, 2017 FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2017.

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.

B. Directors attendance and details of Directorships/ Committee Positions held:


As mandated by Listing Regulations none of the Directors on the Board is a member of more than ten Board-level committees and
Chairman of more than five such committees, across all such Companies in which he/she is a Director.
Further, none of the Directors of the Company serve as an Independent Director in more than seven listed companies.
Names, categories of Directors, attendance at the Board Meetings held during the year and at the last Annual General Meeting as also the
number of Directorships and Board-level committee positions held by them is as under:
Name of the Director Category Number of Number Whether Number of Committee Positions Whether having
Board of attended Directorships any pecuniary
meetings Board last of public Chairman Member or business
held meetings AGM companies* relation with the
attended Company
Mr. Rajas R. Doshi Promoter - 4 4 Yes 7 2 7 None
Chairman &
Managing Director
Mr. Ajit Gulabchand Independent Non- 4 2 No 8 1 3 None
Executive
Ms. Jyoti R. Doshi Promoter- 4 4 Yes 2 -- -- None
Non-Executive
Non-Independent
Mr. Rajendra M. Gandhi Independent 4 4 Yes 1 1 -- None
Non-Executive
Mr. Rameshwar D. Independent 4 4 Yes 2 -- 1 None
Sarda Non-Executive
Mr. N. Balakrishnan Independent 4 4 No 1 -- 1 None
Non-Executive
Ms. Anima B. Kapadia Non-Executive 4 3 Yes 3 1 1 Proprietor of
Non-Independent Daphtary Ferreira
& Divan,
Advocates &
Solicitors of the
Company
Mr. Vijay Kumar Jatia Independent 4 4 Yes 4 -- 1 None
Non-Executive
Mr. P. D. Kelkar Independent 4 4 Yes 1 -- 2 None
Non-Executive
Mr. Mayur R. Doshi Promoter- 4 4 Yes 2 -- 1 None
Executive Director
* Excludes private limited companies, foreign companies and companies registered under Section 8 of the Companies Act, 2013 (i.e. associations not
41 AnnuAl RepoRt 2016-2017
CORPORATE GOVERNANCE
carrying on business for profit or which prohibits payment of dividend).
# Chairmanship/Membership of Audit Committee and Stakeholders Relationship Committee in public companies (including that of The Indian Hume Pipe
Company Limited) have been considered.

The IndIan hume PIPe ComPany 42


LImITed
C. Number of Board Meetings The Board periodically reviews compliance reports of all applicable
laws to the Company, as well as steps taken by the Company to
The Board of Directors met 4 times during the financial year 2016-
rectify instances of non-compliances. It monitors overall operating
17. The meetings were held on 19th May 2016, 27th July,
performance and reviews such other items which require Board’s
2016, 26th October, 2016 and 8th February, 2017. The
maximum time gap between any two consecutive meetings did
not exceed one hundred and twenty days.
D. Disclosure of Relationships between directors inter-se
Mr. Rajas R. Doshi, Chairman & Managing Director, Ms. Jyoti
R. Doshi, Non-Executive Non-Independent Director and Mr.
Mayur R. Doshi, Executive Director of the Company are related
to each other and belong to the Company’s Promoter group.
The shareholding of Promoter group is given elsewhere in the
report.
None of the other Directors of the Company are related to each
other.
Ms. Anima B. Kapadia, Non-Executive Non-Independent Director of
the Company, is a sole proprietor of M/s. Daphtary Ferreira &
Divan, Solicitors & Advocates, one of the Solicitors &
Advocates of the Company having 41 years’ experience as a
Solicitor & Lawyer.
E. Details of Equity Shares held by the Non-Executive Directors

Name of Non-executive Directors * No. of Shares


held
Mr. Ajit Gulabchand 38,830
Ms. Jyoti R. Doshi 3,13,330
Mr. Rajendra M. Gandhi 3,060
Mr. Rameshwar D. Sarda 1,000
Mr. N. Balakrishnan -
Ms. Anima B. Kapadia 1,660
Mr. Vijay Kumar Jatia 1,660
Mr. P. D. Kelkar 254
* Includes Bonus Shares issued in December, 2016 in the ratio of
1:1

F. Familiarisation Programme for Independent Directors


The Independent Directors are provided with necessary
information, papers and policies to enable them to familiarize
themselves with the Company’s business, procedures and
practices.
The details of familiarization programme for Independent Directors
of the Company are posted on the website of the Company
www. indianhumepipe.com.
G. Information to the Board
A detailed agenda folder is sent to each Director seven days in
advance of the Board Meetings. As a policy, all major decisions
involving investments and capital expenditure, in addition to
matters which statutorily require the approval of the Board are
put up for consideration of the Board. All the agenda items are
backed by necessary supporting information and documents. As
per Secretarial Standard on Meetings of the Board, the notes on
items of business which are in the nature of unpublished price
sensitive information are circulated separately/placed at the
meeting to enable the Board to take informed decisions.
attention. The Board directs and guides the activities of advice whenever required. The Committee acts as a link between
the Management towards the set goals and seeks the Statutory and the Internal Auditors and the Board of
accountability. The agenda for the Board Meeting covers Directors of the Company.
items as set out in the Listing Regulations, 2015 to the
extent these are relevant and applicable. All agenda items are
supported by relevant information and documents to enable
the Board to take informed decision.
H. Code of Conduct
The Board of Directors had laid down three separate
categories of Code of Conduct for all its Executive
Directors and Senior Management Personnel, Non-Executive
Non-Independent Directors and Independent Directors. The
Codes of Conduct are available on the website of the
Company: www.indianhumepipe.com. All the Board
members and Senior Management Personnel have affirmed
compliance with the Code of Conduct. A declaration to this
effect signed by Mr. Rajas R. Doshi, Chairman & Managing
Director is given in this report.
I. Performance Evaluation and Independent Directors Meeting
Pursuant to the provisions of the Companies Act, 2013
and SEBI Listing Regulations, annual performance
evaluation of the Board as well as Audit Committee,
Nomination and Remuneration Committee and Stakeholders
Relationship Committee, CSR Committee and Risk
Management Committee has been carried out.
The performance evaluation of the Independent Directors
was carried out by the entire Board and the performance
evaluation of the Chairman and Non-Independent Directors
was carried out by the Independent Directors.
J. Director seeking re-appointment
Ms. Anima B. Kapadia who retires by rotation and being
eligible offers herself for re-appointment.
The resume of the Director seeking re-appointment is given
in the Notice of AGM and Explanatory Statement.
II. AUDIT COMMITTEE
The Audit Committee acts as a link between the
Statutory and Internal Auditors and the Board of Directors.
Its purpose is to assist the Board in fulfilling its oversight
responsibilities of monitoring financial reporting processes,
reviewing the Company’s established systems and processes
for internal financial controls, governance and reviewing the
Company’s statutory and internal audit activities. The
Committee acts in accordance with the terms of reference
which is in line with the regulatory requirements mandated
by the Companies Act, 2013 and Listing Regulations.
The Audit Committee was constituted by the Board of
Directors at its meeting held on 25th October, 2001.
Presently it has 4 members. Mr. Rajendra M. Gandhi, is the
Chairman, Mr. Rameshwar D. Sarda, Mr. Vijay Kumar Jatia
and Mr. P. D. Kelkar, Directors are Members of the Audit
Committee. All members of the Committee are Independent
Directors.
The Company Secretary acts as the Secretary to the Committee.
Besides having access to all the required information of the
Company, the Committee can obtain external professional
It is authorised to select and establish accounting policies, reference to:
review reports of the Statutory and the Internal Auditors and meet
a. Matters required to be included in the Directors’
with them to discuss their findings, suggestions and other related
Responsibility Statement to be included in the Board’s
matters. The Committee is empowered to review the remuneration
Report in terms of clause (c) of sub-section 3 of
payable to the Statutory Auditors and to recommend a change
section 134 of the Companies Act, 2013.
in Auditors, if felt necessary. It is also empowered to review
and approve Financial Statements, Management Discussion &
Analysis Report and related party transactions. Generally all
items listed in the Listing Regulations and Section 177 of the
Companies Act, 2013 are covered in the terms of reference.
The Audit Committee has been granted powers as prescribed
under Listing Regulations.
Four committee meetings were held during the year from 1st
April, 2016 to 31st March, 2017 on following dates:
- 19th May, 2016 - 26th October, 2016
- 27th July, 2016 - 8th February, 2017
The attendance of the members at these meetings are as
under:

Sr. Members Meetings


No. Attended
1 Mr. Rajendra M. Gandhi - Chairman of 4
the
Committee
2 Mr. Rameshwar D. Sarda 4
3 Mr. Vijay Kumar Jatia 4
4 Mr. P. D. Kelkar 4
The Chairman of the Audit Committee was present at the
Annual General Meeting of the Company held on 27th July,
2016 to answer members’ queries.
All the Members of the Audit Committee have the requisite
qualification for appointment on the Committee and possess
sound knowledge of finance, management, accounting practices
and internal controls.
The meetings of the Audit Committee were also attended by
the Chairman & Managing Director, Executive Director,
Operating Executives, Company Secretary, Chief Financial Officer,
Chief Internal Auditor, Statutory Auditor and Cost Auditor.
In accordance with Section 177 of the Companies Act, 2013
and Listing Regulations the Board of Directors of the
Company has specified following terms of reference for the
Audit Committee.
The Terms of reference of the Audit Committee:
• Oversight of the Company’s financial reporting process
and the disclosure of its financial information to ensure
that the financial statements are correct, sufficient and
credible;
• Recommendation for appointment, remuneration and terms
of
appointment of auditors of the company;
• Approval of payment to statutory auditors for any other
services rendered by the statutory auditors;
• Reviewing, with the management, the annual
financial statements and auditor’s report thereon before
submission to the Board for approval, with particular
b. Changes, if any, in accounting policies and • To look into the reasons for substantial defaults in the
practices and reasons for the same. payment to the depositors, debenture holders, shareholders
(in case of non-payment of declared dividends) and
c. Major accounting entries involving estimates
creditors;
based on the exercise of judgment by
management. • To review the functioning of the Whistle Blower mechanism;
d. Significant adjustments made in the financial
statements arising out of audit findings.
e. Compliance with listing and other legal
requirements relating to financial statements.
f. Disclosure of any related party transactions.
g. Qualifications in the draft audit report.
• Reviewing, with the management, the quarterly financial
statements before submission to the Board for
approval;
• Reviewing, with the management, the statement of
uses / application of funds raised through an issue
(public issue, rights issue, preferential issue, etc.), the
statement of funds utilized for purposes other than
those stated in the offer document / prospectus /
notice and the report submitted by the monitoring
agency, monitoring the utilisation of proceeds of a
public or rights issue, and making appropriate
recommendations to the Board to take up steps in this
matter;
• Reviewing and monitoring the auditor’s independence and
performance, and effectiveness of audit process;
• Approval or any subsequent modification of transactions of
the company with related parties;
• Scrutiny of inter-corporate loans and investments;
• Valuation of undertakings or assets of the company,
wherever
it is necessary;
• Evaluation of internal financial controls and risk management
systems;
• Reviewing, with the management, performance of
statutory and internal auditors and adequacy of the
internal control systems;
• Reviewing the adequacy of internal audit function, if
any, including the structure of the internal audit
department, staffing and seniority of the official
heading the department, reporting structure coverage
and frequency of internal audit;
• Discussion with internal auditors on any significant findings
and follow up thereon;
• Reviewing the findings of any internal investigations
by the internal auditors into matters where there is
suspected fraud or irregularity or a failure of
internal control systems of a material nature and
reporting the matter to the Board;
• Discussion with statutory auditors before the audit
commences, about the nature and scope of audit as
well as post-audit discussion to ascertain any area
of concern;
• Approval of appointment of CFO (i.e., the whole-time
Finance Director or any other person heading the finance Sr. Members Meetings
function or discharging that function) after assessing the No. Attended
qualifications, experience and background, etc. of the 1. Mr. N. Balakrishnan - 2
candidate; Chairman of the Committee
2. Ms. Anima B. Kapadia 2
• Carrying out any other function as is mentioned in the terms
3. Mr. Vijay Kumar Jatia 2
of
reference of the Audit Committee. 4. Mr. Rajendra M. Gandhi 2
5. Mr. Rajas R. Doshi 2
Review of Information by Audit Committee:
The terms of reference of the Nomination and Remuneration
Besides the above, the role of the Audit Committee includes Committee, inter-alia, includes the following:
mandatory review of the following information
• Formulation of the criteria for determining
• Management Discussion and analysis of financial qualifications, positive attributes and independence of a
condition Director and recommend to the Board a policy, relating to
and results of operations; the remuneration of the Directors, Key Managerial
Personnel and other employees;
• Statement of significant related party transactions (as
defined • Formulation of criteria for performance evaluation of
by the Audit Committee), submitted by Management; Independent Directors and the Board;
• Devising a policy on Board diversity;
• Management letters/letters of internal control weaknesses
issued by the statutory auditors, if any; • Identifying persons who are qualified to become Directors
and who may be appointed in senior management in
• Internal audit reports relating to internal control accordance with the criteria laid down, and recommend to
weaknesses; the Board, their appointment and removal.
• The appointment, removal and terms of remuneration of the Remuneration Policy
Chief Internal Auditor;
The Remuneration Policy of the Company has been provided in the Directors’
• Statement of deviations: Report forms part of this Annual Report.
(a) quarterly statement of deviaiton(s) including report IV. REMUNERATION OF DIRECTORS
of monitoring agency, if applicable submitted to A. Remuneration to Non-Executive Directors for the year ended
stock exchage(s) in terms of Regulation 32(1). 31st March, 2017.
(b) annual statement of funds utilise for purposes Non-Executive Directors are paid sitting fees of ` 40,000/- each
other than those stated in the offer for every meeting of the Board or Committee attended by
documents/prospectus/ notice in terms of them.
Regulation 32 (7). In the Annual General Meeting held on 4th August, 2015,
III. NOMINATION AND REMUNERATION COMMITTEE the members had approved payment of commission, not
exceeding 1% of the net profits of the Company or an amount
The Nomination and Remuneration Committee comprises of Mr. not exceeding
N. Balakrishnan, Chairman, Independent Director, Ms. Anima B. ` 32 Lakhs in aggregate, whichever is less, per financial
Kapadia, Non-Executive Non-Independent Director, Mr. Vijay Kumar year, to Non-Executive Directors for a further period of three
Jatia, Mr. Rajendra M. Gandhi, Independent Directors and Mr. Rajas financial years commencing from the year 2015-16 to 2017-
R. Doshi, Chairman & Managing Director, of the Company. 18.
During the year two Committee meetings were held on 19th The Board of Directors at its meeting held on 18th May, 2017,
May, 2016 and 8th February, 2017. The attendance at the has decided to pay commission of ` 4 Lakhs each to all Non-
meetings was as under: executive Directors for the financial year 2016-17.
The remuneration paid / payable to Non-Executive Directors for the year ended 31st March, 2017 is as under:
Director Board Sitting Fees Committee Sitting Independent Commission* Total
(`) Fees (`) Directors Meeting (`)
(`)
Sitting Fees (`)
Mr. Ajit Gulabchand 80,000 40,000 40,000 4,00,000 5,60,000
Ms. Jyoti R. Doshi 1,60,000 80,000 --- 4,00,000 6,40,000
Mr. Rajendra M. Gandhi 1,60,000 2,40,000 40,000 4,00,000 8,40,000
Mr. Rameshwar D. Sarda 1,60,000 2,40,000 40,000 4,00,000 8,40,000
Mr. N. Balakrishnan 1,60,000 1,20,000 40,000 4,00,000 7,20,000
Ms. Anima B. Kapadia 1,20,000 1,20,000 --- 4,00,000 6,40,000
Mr. Vijay Kumar Jatia 1,60,000 2,40,000 40,000 4,00,000 8,40,000
Mr. P. D. Kelkar 1,60,000 2,00,000 40,000 4,00,000 8,00,000
Total : 11,60,000 12,80,000 2,40,000 32,00,000 58,80,000
* Provision has been made in accounts for the year 2016-17.
B. (i) Remuneration of the Managing Director for the year ended 31st March, 2017.
Remuneration payable to the Managing Director for the period of 5 years w.e.f. 1st July, 2013 to 30th June, 2018 had been
recommended by the Nomination and Remuneration Committee and approved by the Board at their meetings held on 29th May,
2013 and Shareholders at the Annual General Meeting held on 25th July, 2013.
(ii) Remuneration of the Executive Director for the year ended 31st March, 2017.
Remuneration payable to the Executive Director w.e.f.1st April, 2016 to 30th June, 2019 had been recommended by the
Nomination and Remuneration Committee and approved by the Board at their meetings held on 29th January, 2016 and
Shareholders at the Annual General Meeting held on 27th July, 2016.
The details of remuneration paid/payable to the Managing Director and Executive Director for the year ended 31st March, 2017 is as
under:

Directors Salary, Company’s Commission* Total Contract Period


Perquisites contribution (`) (`)
and to funds
Allowances (`)
(`)
Mr. Rajas R. Doshi 1,99,40,717/- 31,59,000/- 3,51,00,000/- 5,81,99,717/- 5 years with effect from
Chairman & Managing 1st July, 2013 to 30th June, 2018
Director
Mr. Mayur R. Doshi 1,14,87,345/- 14,58,000/- 1,62,00,000/- 2, 91,45,345/- With effect from 1st April, 2016
Executive Director to 30th June, 2019
* Provision has been made in the accounts for the year 2016-17.
Notes:
1. Service Contract in case of Chairman & Managing Director is five years from 1st July ,2013 to 30th June, 2018 and in case of
Executive Director is from 1st April, 2016 to 30th June, 2019 and Notice period applicable to Managing Director and
Executive Director is six months.
2. The above commission to the Managing Director and Executive Director is recommended by the Nomination and
Remuneration Committee and approved by the Board.
3. The Company has not issued stock options.

V. STAKEHOLDERS RELATIONSHIP COMMITTEE


Details of Shareholders Complaints received and attended during
The Committee comprises of five Directors viz Ms. Anima B. the year-2016-17 were as under:
Kapadia (Chairperson), Mr. Rajas R. Doshi, Mr. Ajit
Gulabchand, Mr. N. Balakrishnan and Mr. P. D. Kelkar.
Mr. S. M. Mandke, Company Secretary is the Compliance
Officer.
During the year one Committee meeting was held on 26th
October, 2016. The attendance at the meeting was as under:

Sr. Members Meeting


No. Attended
1. Ms. Anima B. Kapadia - No
Chairperson of the Committee
2. Mr. Rajas R. Doshi Yes
3. Mr. Ajit Gulabchand Yes
4. Mr. N. Balakrishnan Yes
5. Mr. P. D. Kelkar Yes
Share transfers are approved weekly by the Chairman &
Managing Director/Executive Director.
Nature of As on 1st Received Redressed As on 31st
Complaints April, 2016 during during the March,
the year year 2017
Non-Receipt of - 3 3 -
Dividend
Non-Receipt of - 1 1 -
Annual Report
Securities - 1 1 -
and Exchange
Board of
India (SEBI)
– for issue of
duplicate share
certificate
TOTAL: - 5 5 -
The Committee deals with the following matters: 4th floor, Indian Merchants Chamber Building, Churchgate,
Mumbai - 400 020.
Noting transfer/transmission of shares.
Review of dematerialised/rematerialised shares and all other
related matters.
Monitors expeditious redressal of investor grievance matters
received from Stock Exchanges, SEBI, ROC, etc.
Monitors redressal of queries/complaints received from
members relating to transfers, non-receipt of Annual Report,
dividend etc.
All other matters related to shares.
VI. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE
The Corporate Social Responsibility (CSR) Committee was
constituted by the Board of Directors at their meeting held
on 27th May, 2014. Mr. Rajas R. Doshi, Chairman & Managing
Director, Ms. Jyoti R. Doshi and Mr. Rameshwar D. Sarda,
Directors are Members of the CSR Committee.
The terms of reference of the Corporate Social
Responsibility Committee (CSR) is as under:
To formulate and recommend to the Board, a Corporate
Social Responsibility Policy which shall indicate the
activities to be undertaken by the Company as specified in
Section 135 of Companies Act, 2013, Companies (Corporate
Social Responsibility Policy) Rules, 2014 and Schedule VII;
To recommend the amount of expenditure to be incurred on
the activities in terms of the CSR Policy;
To monitor the CSR Policy of the Company from time to
time;
Such other Terms of Reference as may be specified from time
to time under the Companies Act, 2013, Rules thereunder and
Schedule VII of the Act.
During the year two Committee meetings were held viz on 19th
May, 2016 and 26th October, 2016. The attendance at the
meetings was as under:

Sr. Members Meetings


No. Attended
1. Mr. Rajas R. Doshi - Chairman of 2
the
Committee
2. Ms. Jyoti R. Doshi 2
3. Mr. Rameshwar D. Sarda 2
VII. RISK MANAGEMENT COMMITTEE
Risk Management Committee was voluntarily constituted by the
Board of Directors at their meeting held on 27th May, 2014,
headed by Mr. Rajas R. Doshi, Chairman & Managing Director,
Mr. Mayur R. Doshi, Executive Director, Mr. P. D. Kelkar,
Director, Mr. P. R. Bhat, Vice President and Mr. M. S.
Rajadhyaksha, Chief Financial Officer of the Company. No
committee meeting was held during financial year 2016-17.
VIII. GENERAL BODY MEETINGS:
The Annual General Meetings of the Company during the
previous three years were held at Walchand Hirachand Hall,
The date and time of the Annual General Meetings and the special AGM for the year ended 31st March, 2018 - by end of
resolutions passed thereat are as under: July/August, 2018.
Note : The above dates are indicative.
Year Date Time Special Resolutions
2013-14 25-07-2014 4.00 (i) Alteration of Articles of
p.m. Association of the Company.

(ii) To borrow money up to `


100 Crores (Rupees Hundred
Crores) over and above the
aggregate of the paid-up share
capital and free reserves of the
Company.
2014-15 04-08-2015 4.00 Payment of Commission to
p.m. Non- Executive Directors not
exceeding 1% of net profits of
the Company or an amount not
exceeding ` 32 Lakhs in
aggregate, whichever is less,
per financial year for a period of
3 years from the financial year
2016-17 to 2017-18
2015-16 27-07-2016 4.00 Articles of Association adopted
p.m. in substitution and to the
entire exclusion of the
regulations contained in the
existing Articles of Association of
the Company
No Special Resolution was passed last year through Postal Ballot
and no Special Resoluton is proposed to be conducted through
Postal Ballot.
x. MEANS OF COMMUNICATION
The quarterly, half yearly & yearly results are published in
Business Standard and Sakal which are national and local
dailies. The Company’s results and official news releases
are displayed on the Company’s website
http://www.indianhumepipe.com.
xI. GENERAL SHAREHOLDER INFORMATION
(i) Annual General Meeting
The Ninety First Annual General Meeting of the Company will
be held on Monday, 10th July, 2017 at 3.00 p.m. at
Walchand Hirachand Hall, 4th Floor, Indian Merchants’
Chamber Building, Churchgate, Mumbai - 400 020 to
transact such business as stated in the Notice of the
Meeting.
Dividend payment date: Final dividend, if delcared, shall
be paid/ credited on or after 13th July, 2017.
(ii) Financial Calendar 2017-18
Financial year: 1st April to 31st March.
Unaudited Financial Results with Limited Review for quarter
ended: June, 2017 - by 14th September, 2017.
September, 2017 - by 14th December,
2017. December, 2017 - by 14th
February, 2018.
Audited financial results for the year ended 31st March,
2018 - by end of May, 2018.
(iii) Book Closure
Friday, 30th June, 2017 to Monday, 10th July, 2017 (both days inclusive)
(iv) Listing of Equity Shares on Stock Exchanges, Stock Codes and ISIN

BSE Ltd. (BSE) 504741


National Stock Exchange of India Ltd. INDIANHUME
(NSE)
International Securities Identification Number INE 323C01030
(ISIN) No.
The Company has paid Listing Fees to BSE and NSE for financial year 2017-18.
(v) Stock Market price data:
High/low prices during each month in last financial year on BSE Ltd. and National Stock Exchange of India Limited.

Month BSE Ltd. National Stock Exchange of India Ltd.


High (`) Low (`) High (`) Low (`)
April 2016 358 308 359 310
May 2016 363 321 376 320
June 2016 369 325 365 323
July 2016 582 344 582 342
August 2016 649 506 648 510
September 2016 699 585 699 591
October 2016 908 664 905 658
November 2016 861 663 863 605
December 2016 877 338 889 334
January 2017 391 357 393 356
February 2017 459 360 460 356
March 2017 402 365 403 365
(vi) Stock Performance in comparison to BSE Sensex

Month BSE Sensex IHP Price (`)


Open High Low Close Open High Low Close
April 2016 25302 26101 24523 25607 320 358 308 355
May 2016 25565 26837 25058 26668 358 363 321 333
June 2016 26684 27105 25911 27000 333 369 325 344
July 2016 27064 28240 27034 28052 354 582 344 540
August 2016 28083 28532 27628 28452 540 649 506 601
September 2016 28459 29077 27717 27866 600 699 585 650
October 2016 27997 28478 27488 27930 664 908 664 841
November 2016 27966 28030 25718 26653 844 861 663 857
December 2016 26757 26804 25754 26626 874 877 338 378
January 2017 26711 27980 26447 27656 378 391 357 361
February 2017 27669 29065 27590 28743 363 459 360 394
March 2017 28849 29825 28716 29621 401 402 365 396
CORPORATE GOVERNANCE
(vii) Performance in comparison to the BSE Sensex & NSE Nifty:
The following charts show the performance of price of Company’s Shares as compared to the BSE Sensex & NSE Nifty during the year 2016-17.

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.

(viii) Registrar and Share Transfer Agent


(x) Shareholding pattern as on 31st March, 2017
M/s. Link Intime India Pvt. Ltd.
Unit: The Indian Hume Pipe Company Limited. Sr. Description * Number of % to paid-
C-101, 247 Park, No. Shares up
L. B. S. Marg, Vikhroli (West), Mumbai - 400 capital
083. Tel. No. 022-49186270 1 Promoters 3,38,74,770 69.92
Fax No. 022-49186060 2 Directors & Relatives 63,533 0.13
Email: rnt.helpdesk@linkintime.co.in 3 Mutual Funds 25,51,939 5.27
4 Nationalised/Other Banks 1,38,089 0.29
(ix) Share Transfer System 5 Non Resident Indians (NRI) 2,51,195 0.52
All the transfers received in physical form are processed by the 6 Foreign Portfolio Investor 93,873 0.19
Registrar and Share Transfer Agent of the Company and 7 Bodies Corporate 18,32,973 3.78
approved weekly by the Chairman & Managing Director/Executive 8 Public 96,40,798 19.90
Director and noted in the Meetings of the Board of Directors. TOTAL 4,84,47,170 100.00
* Increase in number of shares is due to Bonus Issue of 1:1 made
on 14th December, 2016

The IndIan hume PIPe ComPany 48


LImITed
(xi) Distribution of shareholding as on 31st March, (xii) Dematerialization of Shares and Liquidity as on 31st March, 2017.
2017 Physical Form : 2.37%
Shares Held No. of % to No. of % to paid-
Dematerialised Form : 97.63%
Shareholders Shareholders Shares up capital
Trading in equity shares of the Company is permitted in dematerialized
Up to – 500 11,155 77.81 14,49,361 2.99 form only as mandated by Securities and Exchange Board of India.
501 – 1000 1,404 9.79 11,27,755 2.33
(xiii) Transfer of unclaimed physical share certificates to
1001 - 2000 778 5.43 12,13,126 2.50 unclaimed suspense account in demat mode.
2001 – 3000 318 2.22 8,06,320 1.66 Pursuant to the erstwhile Listing Agreement / Listing Regulations,
the unclaimed share certificates of the shareholders on account
3001 – 4000 177 1.23 6,43,339 1.33
of sub- division of face value of share of ` 10/- each to ` 2/-
4001 – 5000 130 0.91 6,00,327 1.24 each lying with the Company were transferred to ‘IHP-
5001 – 207 1.44 15,05,110 3.11 Unclaimed Shares Suspense Account’ after giving three
10000 reminders to these shareholders requesting them to claim their
10001 - and 168 1.77 4,11,01,832 84.84 shares. Thereafter few shareholders had claimed their shares.
above Accordingly the Company had opened a demat account in the
name of ‘IHP-Unclaimed Shares Suspense Account’ with Stock
TOTAL 14,337 100.00 4,84,47,170 100.00
Holding Corporation of India Ltd (DP) and dematted 1,49,370
Equity Shares belonging to 180 shareholders.

The Statement of Unclaimed Suspense/Demat Account of shares as of


31st March, 2017 is as under:

Aggregate number of shareholders and the Number of sharehold


outstanding shares lying in the Unclaimed approached the Company
Suspense Account as on 01-04-2016 has Transferred the Shar
Unclaimed Suspense Acc
the year
No. of Holders No of Shares No. of Holders No
171 1,29,715 1
* Includes 415 bonus shares ** Includes 1,29,715 bonus shares
As per the Listing Regulations the voting rights on the shares
outstanding in the above Unclaimed Suspense Account shall remain
frozen till the rightful owners of such shares claim the shares.
Any corporate benefits in terms of securities accruing on such
shares viz. bonus shares, split etc., shall also be credited to
above IHP-Unclaimed Shares Suspense Account, as applicable
for a period of seven years and thereafter shall be transferred
to IEPF by the Company in accordance with provisions of the
Companies Act, 2013 and rules made thereunder.
(xiv) Nomination facility for Shares
As per the provisions of the Companies Act, 2013, facility for
making nomination is available for Members in respect of
shares held by them. Members holding shares in physical form
may obtain nomination form, from the Share Department of
the Company or download the same from the Company’s
website. Members holding shares in dematerialized form
should contact their Depository Participants (DP) in this
regard.
(xv) Permanent Account Number (PAN)
Members who hold shares in physical form are advised that SEBI
has made it mandatory that a copy of the PAN card of the
transferee/s, members, surviving joint holders/legal heirs be
furnished to the Company while transfer, transposition,
transmission and issue of duplicate share certificates.
(xvi) Outstanding ADRs / GDRs / Warrants or any Convertible Instruments,
conversion date and likely impact on equity.
The Company has not issued any ADRs / GDRs /
Warrants or any convertible instruments.
(xvii) Plant Locations
There are 22 factories. The locations are indicated
in the MAP at the end of the Annual Report.

(xviii) (a) Compliance Officer


Mr. S. M.
Mandke Company
Secretary
Any Member/Investor whose grievance has not been resolved In accordance with the newly notified SEBI (Prohibition of
satisfactorily, may kindly write to the Company Secretary at the Insider Trading) Regulations, 2015, the Company has laid down
Registered Office with a copy of the earlier correspondence. new model Code of Conduct for its Directors, KMP and
designated employees in terms of these regulations.
(xix) Reconciliation of Share Capital Audit
C. Vigil Mechanism /Whistle Blower Policy
As required by the Securities & Exchange Board of India
(SEBI) quarterly audit of the Company’s share capital is being The Company promotes ethical behaviour in all its business
carried out by an independent Chartered Accountant with a activities. The Company has Vigil Mechanism administered by
view to reconcile the total share capital admitted with National the Audit Committee. The Vigil Mechanism Policy is posted on
Securities Depository Limited (NSDL) and Central Depository the website of the Company www.indianhumepipe.com.
Services (India) Limited (CDSL) and held in physical form, with
D. CEO/CFO Certification
the issued and listed capital. The certificate from Chartered
Accountant with regard to the same is submitted to BSE Ltd. and As required under Listing Regulations, the Chairman &
National Stock Exchange of India Limited and is also placed Managing Director and the Chief Financial Officer of the
before Stakeholders’ Relationship Committee and the Board of Company have issued a certificate to the Board of Directors,
Directors. for the year ended 31st March, 2017, which is annexed to
this report.
xII. OTHER DISCLOSURES
E. Details of non-compliance etc.
A. Related Party Disclosures
The Company has complied with all the requirements of
Details of related party transactions i.e. transactions of the
regulatory authorities. During the last three years, there were
Company of material nature with its promoter, the Directors or the
no instances of non-compliance by the Company and no penalty
management, their subsidiaries or relatives, etc. are presented in
or strictures were imposed on the Company by the Stock
the Notes to the Financial Statements. All details on the
Exchanges or SEBI or any statutory authority, on any matter
financial and commercial transactions, where Directors may
related to the capital markets.
have a potential interest, are provided to the Board. The
interested Directors neither participate in the discussion, nor F. Management Discussion & Analysis Report
vote on such matters. During the financial year 2016-17, there
were no material related party transactions entered by the The Management Discussion & Analysis Report has been
Company that may have a potential conflict with in interests of attached to the Directors’ Report and forms part of this
the Company Annual Report.
G. Compliance with mandatory & non-mandatory requirements
As required, the Company has formulated a Related Party
Transaction Policy which is available on the website of the The Company has complied with all the mandatory
Company i.e. www. indianhumepipe.com requirements of Listing Regulations relating to Corporate
Governance.
(http://www.indianhumepipe.com/Portals/0/images/pdf/Corporate_
Governance/Related%20Party%20Policy.pdf). Further, the Company has adopted following non-mandatory
requirement of Listing Regulations.
B. Code for Prevention of Insider-Trading
During the year under review, there is no audit qualification in
In compliance with SEBI’s regulation on prevention of insider
the Auditor’s Report. The Company continues to adopt best
trading, the Company had instituted a comprehensive Code
practices to ensure a regime of unqualified financial
of Conduct for prevention of Insider Trading for its Directors
statements.
and Designated Employees and their dependents. The Code lays
down guidelines, which regulates Trading Window period, seeks
disclosures of annual holdings and prohibits dealing in shares of
the Company during the closure of Trading Window, besides
compliance with other related matters.

The IndIan hume PIPe ComPany 50


LImITed
CERTIFICATION BY CEO AND CFO UNDER REGULATION 17(8) OF SEBI LISTING REGULATIONS

The Board of Directors,


The Indian Hume Pipe Co. Ltd.

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.

M. S. Rajadhyaksha Rajas R. Doshi


Chief Financial Officer Chairman & Managing Director
Place : Mumbai
Date : 18th May, 2017
DECLARATION OF COMPLIANCE WITH THE CODE OF CONDUCT

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

Auditors’ Certificate on Corporate Governance


To
The Members of
The Indian Hume Pipe Co.
Ltd.
Mumbai - 400 001
We have examined the compliance of conditions of Corporate Governance as stipulated at Para C of Schedule V in terms of Regulations 34(3)
and 53(f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ‘Regulations’)
by The Indian Hume Pipe Company Limited (‘the Company’) for the year ended March 31, 2017.
The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to procedures and
implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an
audit nor an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the
conditions of Corporate Governance as stipulated in the above mentioned Regulations.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with
which the Management has conducted the affairs of the Company.
For K. S. Aiyar &
Co. Chartered
Accountants
ICAI Firm Registration No.:100186W
Sachin A. Negandh
Place : Mumbai Partner
Date : 18th May, 2017 Membership No.112888

The IndIan hume PIPe ComPany 52


LImITed
INDEPENDENT AUDITOR’S REPORT
To the Members of In our opinion and to the best of our information and according to the
The Indian Hume Pipe Company Limited explanations given to us, the aforesaid financial statements give the
information required by the Act in the manner so required and give a true and
Report on the Financial Statements
fair view in conformity with the accounting principles generally accepted in
We have audited the accompanying financial statements of The
Indian Hume Pipe Company Limited (‘the Company’), which comprise the
Balance Sheet as at March 31, 2017, the Statement of Profit and
Loss, the Cash Flow Statement for the year then ended, and a
summary of the significant accounting policies and other
explanatory information.
Management’s Responsibility for the Financial Statements
The Company’s Board of Directors is responsible for the matters
stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with
respect to the preparation of these financial statements that give a
true and fair view of the financial position, financial performance
and cash flows of the Company in accordance with the accounting
principles generally accepted in India, including the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014. This responsibility also includes
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting frauds and other irregularities; selection
and application of appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and
presentation of the financial statements that give a true and fair view
and are free from material misstatement, whether due to fraud or
error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit.
We have taken into account the provisions of the Act, the accounting
and auditing standards and matters which are required to be included
in the audit report under the provisions of the Act and the Rules made
thereunder.
We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act. Those Standards require
that we comply with ethical requirements and plan and perform the
audit to obtain reasonable assurance about whether the financial
statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and the disclosures in the financial statements. The
procedures selected depend on the auditor’s judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial control relevant
to the Company’s preparation of the financial statements that give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness
of the accounting estimates made by the Company’s Directors, as
well as evaluating the overall presentation of the financial
statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the financial
statements.
Opinion
India, of the state of affairs of the Company as at March 31, Accountants ICAI Firm Registration
2017, and its profit and its cash flows for the year ended on that No: 100186W
date.
Sachin A. Negandhi
Report on Other Legal and Regulatory Requirements Place: Mumbai Partner
1. As required by the Companies (Auditor’s Report) Order, Date: May 18, 2017 Membership No.: 112888
2016 (‘the Order’) issued by the Government of India –
Ministry of Corporate Affairs, in terms of sub-section (11)
of section 143 of the Act, we enclose in the annexure a
statement on the matters specified in paragraphs 3 and 4
of the said Order.
2. As required by Section 143 (3) of the Act, we report that:
(a) We have sought and obtained all the information and
explanations which to the best of our knowledge and belief
were necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by law
have been kept by the Company so far as it appears from
our examination of those books.
(c) The Balance Sheet, the Statement of Profit and Loss, and
the Cash Flow Statement dealt with by this Report are in
agreement with the books of account.
(d) In our opinion, the aforesaid financial statements comply
with the Accounting Standards specified under Section 133
of the Act, read with Rule 7 of the Companies (Accounts)
Rules, 2014.
(e) On the basis of the written representations received from the
directors as on March 31, 2017 taken on record by the
Board of Directors, none of the directors is disqualified as
on March 31, 2017 from being appointed as a director in
terms of Section 164 (2) of the Act.
(f) With respect to the adequacy of the internal financial
controls over financial reporting of the Company and the
operating effectiveness of such controls, refer to our
separate Report in “Annexure B”.
(g) With respect to the other matters to be included in the
Auditor’s Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, in our opinion
and to the best of our information and according to the
explanations given to us:
(i) The Company has disclosed the impact of pending
litigations on its financial position in its financial
statements – Refer Note
2.31 (1) to the financial statements.
(ii) The Company has made provision, as required
under the applicable law or accounting standards,
for material foreseeable losses, if any, on long-
term contracts. The Company did not have any
derivative contracts.
(iii) There has been no delay in transferring amounts,
required to be transferred, to the Investor Education
and Protection Fund by the Company.
(iv) The Company has provided requisite disclosures in
the financial statements as to holdings as well as
dealings in Specified Bank Notes during the period
from November 08, 2016 to December 30, 2016.
Based on audit procedures and relying on the
management representation we report that the
disclosures are in accordance with books of account
maintained by the Company and as produced to us
by the Management – Refer Note 2.40.
For K. S. Aiyar & Co.
Chartered
(Referred to in paragraph 1 under the heading ‘Report on Other Legal
(a) , 3 (iii) (b) and 3 (iii) (c) of the Order are not applicable.
and Regulatory Requirements’ of our Report of even date on the
financial statements for the year ended on March 31, 2017, of The (iv) As informed, the Company has not advanced any loans, made
Indian Hume Pipe Company Limited) any investments or given any guarantees and securities.
Accordingly clause 3 (iv) of the Order is not applicable.
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of (v) In our opinion and according to the information and
fixed assets. explanations given to us, the Company has complied with
provisions of sections 73 to 76 or any other relevant provision
(b) Fixed assets have been physically verified by the
of the Companies Act, 2013 and the rules framed thereunder,
management during the year. In our opinion the frequency
with regard to the deposits accepted from the public. As
of such verification is reasonable having regard to the size
informed to us, no order has been passed by the Company Law
of the Company and the nature of its fixed assets. No
Board, National Company Law Tribunal or Reserve Bank of
material discrepancies were noticed on such physical
India or any Court or any other Tribunal.
verification.
(vi) We have broadly reviewed the books of accounts maintained by
(c) According to the information and explanations given to us
the company pursuant to the rules made by the Central
and on the basis of our examination of the records of the
Government for maintenance of the cost record under sub
Company, the title deeds of immovable properties are held
section (1) of Section 148 of the Companies Act, 2013 and are
in the name of the Company other than as detailed
of the opinion that prima facie the prescribed accounts and
below:
records have been made and maintained. However, we have
No. of Land - ` in Lakhs Remarks not made a detailed examination of the cost records with a
cases Leasehold Gross Net view to determine they are accurate or complete.
/ Freehold Block Block
3 Leasehold 0.09 0.09 (a) Letter of (vii) (a) The Company is generally regular in depositing with
allotment is in appropriate authorities, undisputed statutory dues including
name of the Provident Fund, Employee’s State Insurance, Income Tax,
Company. Sales Tax, Value Added Tax, Service Tax, Custom Duty,
Excise Duty, Cess and any other material statutory dues
(b) Lease deed period
applicable to it.
has expired. The
Company continues According to the information and explanations given to us,
to pay rent and there are no undisputed dues in respect of provident
statutory dues. fund, investor education and protection fund, employees’
(ii) The inventory has been physically verified during the year state insurance, income-tax, service tax, sales-tax, customs
by the management. In our opinion, the frequency of duty, excise duty, cess and other statutory dues which
verification is reasonable. The discrepancies noticed on were outstanding, at the year end for a period of more
verification between the physical stocks and book records were than six months from the date they became payable.
not material and are have been properly dealt with in books (b) According to the records of the Company, there are no
of accounts. dues of Sales Tax, Value Added Tax, Income Tax,
(iii) As informed, the Company has not granted any loans, secured Customs Duty, Service Tax, Excise Duty, Cess which have
or unsecured to companies, firms, Limited Liability not been deposited on account of any dispute other than
Partnerships or other parties covered in the register maintained those detailed below:
under Section 189 of the Companies Act, 2013. Accordingly,
provisions of clauses 3 (iii)

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 - -

55 AnnuAl RepoRt 2016-2017


ANNExURE ‘A’ TO THE AUDITORS’
REPORT
(viii) In our opinion and according to the information and
(xiii) In our opinion all transactions with the related parties are
explanations given to us, the Company has not defaulted in
in compliance with sections 177 and 188 of Act, where
repayment of loans or borrowings to any banks. The Company
applicable, and the requisite details have been disclosed in the
does not have any loans from financial institutions or
financial statements etc., as required by the applicable
government. The Company did not have any outstanding
accounting standards.
debentures during the year.
(xiv) The Company has not made any preferential allotment or
(ix) The Company has not raised any moneys by way of initial
private placement of shares or fully or partly convertible
public offer or further public offer (including debt instruments)
debentures during the year under review.
and did not have any term loans outstanding during the year.
Accordingly clause 3 (ix) of the Order is not applicable to the (xv) The Company has not entered into any non-cash transactions
Company. with directors or persons connected with them.
(x) According to the information and explanations furnished by the (xvi) According to the information and explanations given to us,
management, which have been relied upon by us, there were the Company is not required to be registered under section 45-
no frauds by the Company or on the Company by any of its IA of the Reserve Bank of India Act, 1934.
employees or officers noticed or reported during the course
of our audit. For K. S. Aiyar & Co.
Chartered Accountants
(xi) In our opinion, managerial remuneration has been paid / provided
in accordance with the requisite approvals mandated by the ICAI Firm Registration No:
provisions of section 197 of the Act read with Schedule V to the 100186W
Act.
Sachin A. Negandhi
(xii) In our opinion, the Company is not a Nidhi Company.
Accordingly clause 3 (xii) of the Order is not applicable to Place: Mumbai Partner
the Company. Date: May 18, 2017 Membership No.: 112888
ANNExURE ‘B’ TO THE AUDITORS’ REPORT
Annexure - B to the Independent Auditor’s Report of even date on
We believe that the audit evidence we have obtained is sufficient
the Financial Statements of The Indian Hume Pipe Company
and appropriate to provide a basis for our audit opinion on the
Limited
Company’s internal financial controls system over financial reporting.
Report on the Internal Financial Controls under Clause (i) of Sub-
Meaning of Internal Financial Controls over Financial Reporting
section 3 of Section 143 of the Companies Act, 2013 (“the
Act”) A company's internal financial control over financial reporting is a
process designed to provide reasonable assurance regarding the
We have audited the internal financial controls over financial reporting of
reliability of financial reporting and the preparation of financial
The Indian Hume Pipe Company Limited (“the Company”) as of
statements for external purposes in accordance with generally accepted
March 31, 2017 in conjunction with our audit of the financial
accounting principles. A company's internal financial control over
statements of the Company for the year ended on that date.
financial reporting includes those policies and procedures that (1) pertain
Management’s Responsibility for Internal Financial Controls to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the
The Company’s management is responsible for establishing and company; (2) provide reasonable assurance that transactions are
maintaining internal financial controls based on the internal control recorded as necessary to permit preparation of financial statements in
over financial reporting criteria established by the Company accordance with generally accepted accounting principles, and that
considering the essential components of internal control stated in the receipts and expenditures of the company are being made only in
Guidance Note on Audit of Internal Financial Controls Over Financial accordance with authorisations of management and directors of the
Reporting issued by the Institute of Chartered Accountants of India. company; and (3) provide reasonable assurance regarding prevention or
These responsibilities include the design, implementation and timely detection of unauthorised acquisition, use, or disposition of the
maintenance of adequate internal financial controls that were operating company's assets that could have a material effect on the financial
effectively for ensuring the orderly and efficient conduct of its business, statements.
including adherence to company’s policies, the safeguarding of its
assets, the prevention and detection of frauds and errors, the Inherent Limitations of Internal Financial Controls over Financial
accuracy and completeness of the accounting records, and the timely Reporting
preparation of reliable financial information, as required under the
Because of the inherent limitations of internal financial controls over
Companies Act, 2013.
financial reporting, including the possibility of collusion or improper
Auditors’ Responsibility management override of controls, material misstatements due to error or
fraud may occur and not be detected. Also, projections of any evaluation
Our responsibility is to express an opinion on the Company's
of the internal financial controls over financial reporting to future
internal financial controls over financial reporting based on our audit.
periods are subject to the risk that the internal financial control over
We conducted our audit in accordance with the Guidance Note on Audit
financial reporting may become inadequate because of changes in
of Internal Financial Controls Over Financial Reporting (the “Guidance
conditions, or that the degree of compliance with the policies or
Note”) and the Standards on Auditing, issued by ICAI and deemed to be
procedures may deteriorate.
prescribed under section 143(10) of the Companies Act, 2013, to the
extent applicable to an audit of internal financial controls, both Opinion
applicable to an audit of Internal Financial Controls and, both issued by
In our opinion, the Company has, in all material respects, an
the Institute of Chartered Accountants of India. Those Standards and
adequate internal financial controls system over financial reporting and
the Guidance Note require that we comply with ethical requirements and
such internal financial controls over financial reporting were
plan and perform the audit to obtain reasonable assurance about whether
operating effectively as at March 31, 2017, based on the internal
adequate internal financial controls over financial reporting was
control over financial reporting criteria established by the Company
established and maintained and if such controls operated effectively
considering the essential components of internal control stated in the
in all material respects.
Guidance Note on Audit of Internal Financial Controls Over Financial
Our audit involves performing procedures to obtain audit evidence about Reporting issued by the Institute of Chartered Accountants of India.
the adequacy of the internal financial controls system over financial
reporting and their operating effectiveness. Our audit of internal For K. S. Aiyar & Co.
financial controls over financial reporting included obtaining an Chartered Accountants
understanding of internal financial controls over financial reporting, ICAI Firm Registration No:
assessing the risk that a material weakness exists, and testing and 100186W
evaluating the design and operating effectiveness of internal control
based on the assessed risk. The procedures selected depend on the
Sachin A. Negandhi
auditor’s judgement, including the assessment of the risks of material
misstatement of the financial statements, whether due to fraud or error. Place: Mumbai Partner
Date: May 18, 2017 Membership No.: 112888

57 AnnuAl RepoRt 2016-2017


BALANCE SHEET AS AT MARCH 31, 2017

` 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

Non-current investments 2.12 29.27 29.27


Deferred tax assets (net) 2.4 98.87 54.67
Long term loans and advances 2.13 2509.04 1066.58
Other non-current assets 2.14 1440.60 1866.32
4077.78 3016.84
Current Assets
Inventories 2.15 59730.95 43626.71
Trade receivables 2.16 40272.54 33545.42
Cash and bank balances 2.17 4348.36 1005.82
Short term loans and advances 2.18 16510.41 17439.66
Other current assets 2.19 118.74 125.50
120981.00 95743.11
TOTAL 132943.50 106329.88

Accompanying Significant Accounting Policies and Notes


form integral part of the Financial Statements 1&2
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
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

Profit before exceptional items and tax 15230.46 4485.49


Exceptional Items - -

Profit before tax 15230.46 4485.49


Tax expenses
Current tax 5397.00 1707.32
Deferred tax (45.00) (131.80)
Income Tax (Total) 5352.00 1575.52
Profit for the year 9878.46 2909.97

Earnings per equity share 2.38


Nominal value per share of ` 2/- each (Previous Year of ` 2/-
each)
Basic and Diluted (in `)
(1) Basic and Diluted (including exceptional items) 20.39 6.01
(2) Basic and Diluted (excluding exceptional items) 20.39 6.01

Accompanying Significant Accounting Policies and Notes


form integral part of the Financial Statements 1&2

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

MAYUR R. DOSHI Executive Director


Mumbai, 18th May, 2017 Mumbai, 18th May, 2017
59 AnnuAl RepoRt 2016-2017
CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2017

` 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

B. CASH FLOW FROM INVESTING ACTIVITIES


Purchase of fixed assets (1382.53) (1057.54)
Sale of fixed assets 41.26 28.06
Sale of investment - 66.55
Interest received 84.88 (12.30)
Dividend received 4.09 3.38
Net Cash flow used in Investing Activities (1252.30) (971.85)

C. CASH FLOW FROM FINANCING ACTIVITIES


Proceeds from short term borrowings 9109.52 8684.61
Repayment of short term borrowings (13556.89) (6764.59)
Proceeds of long term borrowings 253.77 -
Repayment of long term borrowings (750.00) (686.78)
Dividends paid (484.47) (1501.86)
Interest & other finance expenses paid (4833.48) (4532.01)
Net Cash used in Financing Activities (10261.55) (4800.63)

NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS 3112.37 (1198.20)

CASH AND CASH EQUIVALENTS AS AT BEGINNING OF THE YEAR 660.15 1858.35


CASH AND CASH EQUIVALENTS AS AT END OF THE YEAR 3772.52 660.15
3112.37 (1198.20)

Accompanying Significant Accounting Policies and Notes


Form integral part of the financial Statements 1&2
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
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.

61 AnnuAl RepoRt 2016-2017


SIGNIFICANT ACCOUNTING POLICIES
1.8 Fixed Assets - Tangible and Intangible Assets and Capital Work in Progress
a. Fixed Assets are stated at cost including CENVAT wherever applicable, less accumulated depreciation and amortisation and
provision for impairment of losses, if any.
b. Self constructed/manufactured assets are capitalised at cost including appropriate overheads.
c. Capital work in progress comprises of the cost of fixed assets that are not yet ready for their intended use as at the reporting date.
d. Intangible assets are recorded at the consideration paid for acquisition of such assets and are carried at cost less accumulated
amortisation and provision for impairment of losses, if any.
1.9 Depreciation and Amortization
Depreciation on the assets is provided on Written Down Value Method on pro-rata basis as per the rates prescribed in Part C of Schedule II
to the Companies Act, 2013. Individual low cost assets (acquired for ` 5000/- or less ) are depreciated fully in the year of acquisition.
Intangible assets are amortized over their respective individual estimated useful lives on a straight line basis commencing from the date the
assets are available to the Company for its use.
1.10 Impairment
The carrying amounts of assets are reviewed at each Balance Sheet date if there is any indication of impairment based on internal/external
factors. An impairment loss will be recognised wherever the carrying amount of an asset exceeds its estimated recoverable amount. The
recoverable amount is greater of the asset's net selling price and value in use. In assessing the value in use, the estimated future cash
flows are discounted to the present value at the weighted average cost of capital. After impairment, depreciation is provided on the
revised carrying amount of the assets over its remaining useful life. Previously recognised impairment loss is further provided or
reversed depending on changes in circumstances.
1.11 Research and Development
Revenue expenses on research and development are charged to Statement of Profit & Loss and Capital Expenditure are included in fixed assets
under relevant assets and depreciated on the same basis as other fixed assets.
1.12 Investments
Long term investments are carried at cost. However, provision for diminution in value is made to recognise a decline other than temporary in the
value of investments. Current investments are carried at the lower of cost and fair value.
1.13 Foreign Exchange Translation and Accounting of Foreign Exchange Transactions
a. Foreign exchange transactions are converted into Indian rupees at the prevailing rate on the date of the transaction.
b. Gains or losses arising out of remittance/translations at the year end are credited/ debited to the Statement of Profit and Loss.
c. Monetary assets and liabilities are translated at the exchange rate prevailing on the last day of the year.
1.14 Inventories: Stock in Trade & Work in Progress
a. The stock of raw materials, stores, bought outs and fuel are valued at cost on FIFO basis or net realisable value whichever is lower.
b. Certain items of Pipe Laying and Auxiliary Equipments are classified as Current Assets and 95% of their original cost is amortised
equally over a period of five years.
c. Finished Goods including bought-out items not allocated to any particular contracts are valued at lower of cost on absorption method
(inclusive of relevant estimated excise duty) or net realisable value.
d. Goods-in-process are valued at cost or net realisable value whichever is lower.
e. Products of the National Rifle Division at Vatva are valued as follows:
i) The Stock of Raw Materials, Stores, Bought outs and fuel are stated at cost on FIFO basis or net realisable value whichever is
lower.
ii) Finished goods are valued at lower of cost or net realisable value and are inclusive of relevant estimated excise duty.
f. Stock in trade of land is valued at cost or net realisable value whichever is lower.
1.15 Employee Benefits
i) Defined Contribution Plan
a. Company's Contribution paid/payable during the year to Provident Fund, ESIC and Labour Welfare Fund are charged to Statement of
Profit & Loss. There are no obligations other than the contribution payable to the respective trusts.
SIGNIFICANT ACCOUNTING POLICIES
b. Provident Fund: The eligible employees of the Company are entitled to receive benefits under the provident fund, a defined
contribution plan, in which both employees and the company make monthly contributions at a specified percentage of the covered
employees salary. The contributions as specified under law are paid to provident fund and pension fund set up as irrevocable
trust by the Company or to respective Regional Provident Fund Commissioner and the Central Provident Fund under the State
Pension Scheme. The Company is generally liable for annual contributions and any shortfall in the fund assets based on
government specified minimum rates of return of provident fund and recognises such contributions and shortfall, if any, as
an expense in the year incurred.
ii) Defined Benefit Plan
a. Provident Fund: In respect of certain employees covered by the Employees Provident Fund, the contributions towards
shortfall in interest rate payable as per statute and the earnings of the Provident Fund Trust is considered as Defined Benefit
Plan and debited to Statement of Profit and Loss.
b. Gratuity and Leave Encashment: Company's liabilities towards gratuity and leave encashment are determined using the projected
unit credit method which considers each period of service as giving rise to an additional unit of benefit entitlement and
measures each unit separately to build up the final obligation. Past Services are recognised on a Straight Line basis over the
average period until the amended benefits becomes vested. Actuarial gain and losses are recognised immediately in the
statement of Profit & Loss as Income or Expense. Obligation is measured at the present value of estimated future cash flows using
a discount rate that is determined by reference to market yields at the Balance Sheet date on Government bonds where the
currency and terms of Government Bonds are consistent with the currency and estimated terms of the defined benefit
obligation.
iii) Other Benefits: Compensated absences for sick leave are provided for based on actuarial valuation. The actuarial valuation is done
as per projected unit credit method.
1.16 Taxation
Income Tax expenses comprise of current tax, deferred tax charge/credit. Current Tax is recognised on the basis of taxable income
determined in accordance with the provision of the Income Tax Act, 1961.
The deferred tax credit/charge is recognised on all timing differences subject to consideration of prudence, applying the tax rates that
have been enacted or substantively enacted by the Balance Sheet date. Deferred tax assets are recognised only to the extent there is reasonable
certainty that the assets can be realised in future; however where there is unabsorbed depreciation or carried forward loss under taxation laws,
deferred tax assets are recognised only if there is a virtual certainty of realisation of such assets. Deferred tax assets/liabilities are
reviewed as at each Balance Sheet date based on developments during the year and available case law to re-assess realisation/liabilities.
1.17 Leases
Lease rentals in respect of assets acquired under operating lease are charged to Revenue.
1.18 Earnings per Share
In determining operating and total earnings per share, the Company considers the operating net profit after tax and effect of any extra ordinary
items (net of tax). The number of shares used in the computing basic earnings per share is the weighted average number of shares
outstanding during the period.
1.19 Dividends
The Final dividend on shares is recorded as a liability on the date of approval by the shareholders, and interim dividends are recorded as
a liability on the date of declaration by the Company's Board of Directors.
1.20 Contingencies and Provisions
A provision is recognised when the Company has a present obligation as a result of past event and it is probable that an outflow of
resources embodying economic benefit will be required to settle the obligation in respect of which a reliable estimate can be made. Provisions
are not discounted to their present value and are determined based on the best estimate of the expenditure required to settle the obligation at
the balance sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect the current best estimate.
A contingent liability is disclosed, unless the possibility of an outflow of resources embodying the economic benefit is
remote. Contingent liabilities are disclosed after careful evaluation of the facts and legal aspects of matter
involved.
Contingent assets are neither recognised nor disclosed.

63 AnnuAl RepoRt 2016-2017


2. NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2017

` in Lakhs
Particulars As at As at
March 31, 2017 March 31, 2016
2.1 SHARE CAPITAL

Authorised Capital

5,00,00,000 (5,00,00,000) Equity Shares of ` 2/- each. 1000.00 1000.00

Issued, Subscribed and Paid-up

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.

b) During the year 2,42,23,585 Equity Shares of ` 2/- each were


issued and allotted (w.e.f. December 14, 2016) as fully paid Bonus
Shares by capitalisation of free reserves in the proportion of One
Bonus Share of
` 2/- each for every One Equity Share of ` 2/- held by them as
on the
Record Date.

c) Reconciliation of number of shares:

Particulars As at March 31, 2017 As at March 31, 2016


No of Shares Amount No of Shares Amount
Balance at the beginning of the year 2,42,23,585 484.47 2,42,23,585 484.47
Add: Bonus shares issued during the year 2,42,23,585 484.47 Nil Nil
Balance at the end of the year 4,84,47,170 968.94 2,42,23,585 484.47

d) Terms / rights attached to Equity Shares:


The Company has only one class of equity shares having a face value of ` 2/- per share. Each holder of equity share is entitled to
one vote per share. The dividend proposed by the Board of Directors, if any, is subject to the approval of shareholders in the
ensuing Annual General Meeting except interim dividend.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the
Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held
by the shareholders.

e) Details of shares held by shareholders holding more than 5% of aggregate shares in the company.

Name Of The Shareholder As at March 31, 2017 As at March 31, 2016


No of Shares % held No of Shares % held
IHP Finvest Ltd. 3,19,34,160 65.92 1,59,67,080 65.92
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31,
2017
` in
Particulars As at LakhsAs at
March 31, 2017 March 31, 2016
2.2 RESERVES AND SURPLUS
a) General Reserve - Opening balance 14281.76 13281.76
Add: Transferred from Surplus - 1000.00
Less: Transferred to Share Capital for issue of Bonus Shares 484.47
13797.29 14281.76

b) Surplus- Opening Balance 15899.13 14922.11


Add: Net profit after tax transferred from Statement of Profit and Loss 9878.46 2909.97
Amount available for Appropriation 25777.59 17832.08
Less: Appropriations
Interim Dividend 484.47 775.15
Tax on Interim Dividend 98.63 157.80
General Reserve - 1000.00
583.10 1932.95
Surplus - Closing Balance 25194.49 15899.13
TOTAL 38991.78 30180.89

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.

2.3 LONG TERM BORROWINGS


Secured:
i) Long Term Loan from HDFC Bank Ltd. 1312.50 2062.50
Less: Current Maturities 750.00 750.00
562.50 1312.50
Secured by Creation of First Charge on Land at
Pattancheru and Choutupal as per the Following Terms:
Tenure: 5 years
Interest Rate: HDFC Base Rate + 0.96 %
Repayment Terms: Repayable in 16 Quarterly instalments of ` 187.50 Lakhs
each Commencing from February, 2015 and last instalment due on
November, 2018.
ii) Long Term Auto Loan From Kotak Mahindra Prime Ltd 316.99 63.22
Less: Current Maturities 63.84 10.93
Secured against hypothecation of vehicles as per the
253.15 52.29
Following Terms:
Tenure: 5 years
Interest Rate: 9.00% to 9.50% p.a.
Repayment Terms: Repayable in monthly equated
instalments
TOTAL 815.65 1364.79
2.4 DEFERRED TAx (ASSETS) AND LIABILITIES (NET)
Deferred tax liability for the period ended March 31, 2017 has been provided on the on the estimated tax computation for the year.
Major components of deferred tax assets and liabilities arising on account of timing differences are:

Deferred tax liabilities


Depreciation 290.09 321.90

Deferred tax assets


Provision for doubtful debts and advances 5.85 5.85
Disallowances under Income Tax Act, 1961 383.11 370.72
TOTAL (98.87) (54.67)

Deferred tax assets and deferred tax liabilities have been offset as they relate to same governing taxation laws.

65 AnnuAl RepoRt 2016-2017


NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31,
2017

The IndIan hume PIPe ComPany 66


LImITed
` in Lakhs
Particulars As at As at
March 31, 2017 March 31, 2016
2.5 OTHER LONG TERM LIABILITIES
Income Tax provision for earlier years 520.59 520.59
Advances/Deposits from Contractees 135.92 111.30
Others 822.37 1482.81

TOTAL 1478.88 2114.70

2.6 LONG TERM PROVISIONS


Provision for employee benefits
For Compensated Absences 276.62 234.47

TOTAL 276.62 234.47

2.7 SHORT TERM BORROWINGS


I Secured Loans
A) Cash Credit/Working Capital Demand Loans From Banks
i) State Bank of India - 3501.85
ii) State Bank of Hyderabad 5.72 203.97
iii) Bank of Baroda - 10.39
iv) Corporation Bank - 203.73
v) HDFC Bank Ltd. 1205.61 96.09
1211.33 4016.03
B) Short Term Loans from Banks
i) State Bank of India 5000.00 11500.00
ii) State Bank of Hyderabad - 1000.00
iii) HDFC Bank Ltd. 9500.00 6500.00
All the above facilities are secured by hypothecation of
stock in trade, work in progress and trade receivables
current and future on pari passu basis with the
consortium banks and by a second charge on the
Company's freehold land, building and plant & machinery
carrying rate of interest at Base Rate
+2.50% to 4.50% for item A and for item B it is @
8.50% to 9.65% p.a.
Loans under (A) above are payable on Demand and that
under
(B) above is for a period between 90 days to 180 days from
the date of availment.
iv) State Bank of Hyderabad - 2000.00
The above facility is secured under Subservient Charge on
the entire movable Fixed Assets & Current Assets of the
Company, carrying rate of interest at SBH Base rate
+0.15%.
II Unsecured Loans
Short Term loans from Banks
i) HDFC Bank Ltd. 2000.00 2000.00
ii) Doha Bank QSC 2500.00 2500.00
iii) The Federal Bank Ltd 2500.00 -
iv) Bank of Bahrain and Kuwait BSC 2500.00 -
9500.00 4500.00
The above loan is payable within 30 to 90 days from the
date of availment and carry interest @ 8.45% to 9.65%
p.a.
III Invoice Discounting Facility from HDFC Bank Ltd. - 142.67
TOTAL 25211.33 29658.70
Particulars As at As at
March 31, 2017 March 31, 2016
2.8 TRADE PAYABLES
Trade Payables
a) Due to micro, small & medium enterprises 7.73 4.59
b) Due to other than micro, small & medium enterprises 31763.00 25717.41

TOTAL 31770.73 25722.00

2.9 OTHER CURRENT LIABILITIES


Employee benefits payable 1380.30 603.62
Interest accrued and not due on borrowings 143.08 205.35
Investor education and protection fund will be credited by
following amounts ( as and when due )
a) Unpaid dividends 53.30 61.71
b) Unclaimed matured deposits 0.65 1.05
53.95 62.76

Security deposits and other Deposits 1511.84 1512.29


Advances/Deposits from Contractees 7374.08 3560.98
Withholding and other taxes payable 523.66 366.65
Current account: Directors (Maximum balance ` 1.40 lakhs 1.40 1.40
Previous Year ` 1.40 lakhs)
Current Maturities of Long Term Loans 750.00 750.00
Current Maturities of Long Term Auto Loan 63.84 10.93
Other Liabilities 21049.16 9089.44

TOTAL 32851.31 16163.42

2.10 SHORT TERM PROVISIONS


Provision for employee benefits
Provision for gratuity 223.75 117.75
Provision for compensated absence 354.01 287.82

Provision for Wealth Tax 0.50 0.87

TOTAL 578.26 406.44


2.11 FIxED ASSETS

` 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

(Property, Plant and


Equipments)

1 Freehold Land 1221.88 - - 1221.88 - - - - 1221.88 1221.88

2 Leasehold Land 9.96 - - 9.96 - - - - 9.96 9.96

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

2 Patents 3.45 - - 3.45 3.44 - - 3.44 0.01 0.01

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

Capital Work in 95.52 259.40


Progress

Total 7884.72 7569.93


NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31,
2017
2.12 INVESTMENTS ` in Lakhs
As at March 31, 2017 As at March 31, 2016
Sr. PARTICULARS NOS. FACE COST OR COST OR MARKET COST OR COST OR MARKET
No. 2017 2016 VALUE VALUE VALUE
BOOK BOOK BOOK BOOK
EACH
VALUE VALUE VALUE VALUE
(UNQUOTED) (QUOTED) (UNQUOTED) (QUOTED)
NON - CURRENT INVESTMENTS
LONG TERM INVESTMENTS
TRADE INVESTMENT:
IN CO-OPERATIVE SOCIETIES:
- Mohan Small Scale Industries Co-operative 1 1 1000 0.01 - - 0.01 - -
Society Limited - Shares (Fully Paid)
- Adinath Co-operative Housing Society Limited 20 20 50 0.01 - - 0.01 - -
- Shares (Fully Paid)
- Shushrusha Citizens' Co-operative Hospital 100 100 100 0.10 - - 0.10 - -
Ltd.
- Shares (Fully Paid) 5 5 50 - - - - - -
- Hind Co-operative Housing Society
Ltd. - Shares (Fully Paid) 10 10 50 0.01 - - 0.01 - -
- Las Palmas Co-operative Housing Society Ltd.
- Shares (Fully Paid) 5 5 50 - - - - - -
- Ashok Kumar Towers Co-operative
Housing Society Ltd. - Shares (Fully 20 20 50 0.01 - - 0.01 - -
Paid)
- Dosti Jupiter Co-operative Housing Society 20 20 50 0.01 - - 0.01 - -
Ltd. [Flat No. 201 & 601] - Shares (Fully
Paid)
- Raheja Acropolis II Adonis Augustus CHS
Ltd. [Flat No. 1004 & 1104] - Shares
(Fully Paid) 0.08 - - 0.08 - -
OTHERS: 0.02 - - 0.02 - -
IN GOVERNMENT SECURITIES:
G. P. Notes
Post Office Savings Certificates 2000 2000 10 0.20 - - 0.20 - -
IN SHARES, DEBENTURES AND BONDS: 500 500 10 0.01 - - 0.01 - -
1 1 10 - - - - - -
IN EQUITY / PREFERANCE SHARES (Fully
Paid)
- Kapole Co-operative Bank Ltd. 320000 320000 1 - 9.92 126.40 - 9.92 62.88
4000 4000 1 - 8.50 97.24 - 8.50 100.64
- The Saraswat Co-operative Bank Ltd.
16759 16759 10 - 10.39 27.81 - 10.39 21.59
- Prestressed Concrete Pipe Manufacturers
Association of India
- Hindustan Construction Co. Ltd. 16759 16759 12.50 - - - - - -
- Tata Consultancy Services Ltd.
- National Thermal Power Corporation Ltd.
IN DEBENTURES (Fully Paid-Bonus)
- 8.54% National Thermal Power Corporation Ltd
.
TOTAL NON - CURRENT INVESTMENTS 0.46 28.81 251.45 0.46 28.81 185.11
29.27 29.27

69 AnnuAl RepoRt 2016-2017


Particulars As at As at
March 31, 2017 March 31, 2016
2.13 LONG TERM LOANS AND ADVANCES
Unsecured considered good
Capital advances 1111.95 548.57
Security and other deposits 1366.16 488.05
Advances recoverable in cash or kind 30.93 29.96

TOTAL 2509.04 1066.58

2.14 OTHER NON-CURRENT ASSETS


Unsecured considered good
Long term trade receivables 1436.74 1830.31
Others 3.86 36.01

TOTAL 1440.60 1866.32

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

Bought-out Items 529.34 764.70

Stock in Trade & Work in Progress


Finished Goods 2102.92 1099.39
Work in Progress 12.25 15.25
2115.17 1114.64
Contract Work in Progress
Work in Progress: Value of Work Done at Contract Rates
i) At Laying Site 52241.37 36458.33
ii) At Factory & Project Location 2363.22 3366.06
54604.59 39824.39
Less: Progress Payments and Advances 870.95 804.23
from contractees to the extent of value of work done 53733.64 39020.16

Stock in trade - Land 800.16 800.16

TOTAL 59730.95 43626.71


` in Lakhs
Particulars As at As at
March 31, 2017 March 31, 2016
2.16 TRADE RECEIVABLES
Unsecured, considered good
Outstanding for a period exceeding six months from the date 1812.00 1568.60
they are due for payment
Others 38460.54 32161.27
Less: Progress Payments and Advances - 184.45
from contractees to the extent of value of work 38460.54 31976.82
done Unsecured, considered doubtful
Outstanding for a period exceeding six months from the date 16.91 16.91
they are due for payment
Less: Provision for doubtful debts 16.91 16.91
- -
TOTAL 40272.54 33545.42

2.17 CASH AND BANK BALANCES


Cash and Cash equivalents
Cash on Hand 14.38 17.80
Cheques on Hand 1496.19 464.53
Balances with Banks in Current Accounts * 2261.95 177.82
3772.52 660.15
Other Bank Balances
Deposits with Banks 106.59 121.20
Margin money deposits 423.42 162.76
Unpaid dividend account 45.83 61.71
575.84 345.67
TOTAL 4348.36 1005.82

* Balances with Banks in Current Accounts includes


` 1954.86 Lakhs (Previous year ` 0.93
Lakhs) debit balances in Cash Credit
accounts

2.18 SHORT TERM LOANS AND ADVANCES


Unsecured - considered good
Advances receivable in cash or
kind Other loans and advances
Advance Payment of Taxes 10763.16 7130.57
Less: Provision for Taxation 10691.01 6190.78
72.15 939.79
Deposits with Excise and Other Departments 1667.78 1257.99
Security Deposits and Other Receivable 4215.60 4151.79
Others 10554.88 11090.09
TOTAL 16510.41 17439.66

2.19 OTHER CURRENT ASSETS


Unsecured - considered good
Interest Receivable
Interest accrued on Deposits 118.14 120.15
Other Receivable 0.60 5.35
TOTAL 118.74 125.50
Particulars For the year For the year
2016-17 2015-16
2.20 REVENUE FROM OPERATIONS
Sales of products 16614.89 13002.04
Less: Excise Duty 1826.68 1484.92
14788.21 11517.12

Sale of Traded Goods 120.19 -

Contract Revenue 165699.60 80819.88


Add: Closing work in progress 3987.01 5408.40
Less: Opening work in progress 5408.40 4053.95
164278.21 82174.33
Other Operating Income
Liabilities written back to the extent no longer required 530.29 47.50
Sale of Scrap 53.99 43.49
Miscellaneous Income 183.21 111.47
767.49 202.46
TOTAL 179954.10 93893.91

2.21 OTHER INCOME


Dividend from long term investments 4.09 3.38
Interest Income 82.87 65.85
Profit On Sale of Fixed Assets (Net) 26.21 14.44
Interest Received on Income Tax Refund 98.72 91.16
Miscellaneous Income 84.52 121.08
TOTAL 296.41 295.91

2.22 COST OF MATERIALS CONSUMED


Raw Materials Consumed
Opening Inventory 1131.22 1794.65
Add: Purchases 13021.77 8143.92
14152.99 9938.57
Less: Inventory at the end of the year 1716.67 1131.22
12436.32 8807.35

Stores and Spares Consumed 1041.38 619.27

TOTAL 13477.70 9426.62


NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31,
2017
` in
Particulars For the year Lakhs
For the year
2016-17 2015-16
2.23 CHANGES IN INVENTORIES OF FINISHED GOODS, WORK IN
PROGRESS, TRADED GOODS & STOCK IN TRADE
I (Increase) / Decrease in Finished Goods & Work in Progress, Traded Goods
A) Stock at the end of the
year Finished Goods 2102.92 1099.39
Work in progress 12.25 15.25
Total A 2115.17 1114.64

B) Stock at the beginning of the


year Finished Goods 1099.39 1746.58
Work in progress 15.25 26.36
Total B 1114.64 1772.94

TOTAL I ( B-A ) (1000.53) 658.30

II (Increase) / Decrease in Stock In Trade -


Land Stock at the beginning of the 800.16 598.10
year - -
Add: Additions during the year - 202.06
Add: Legal and Professional charges 800.16 800.16

800.16 800.16
Less: Stock at the end of the year
- -
TOTAL II
(1000.53) 658.30
TOTAL ( I +

II )

2.24 CONSTRUCTION ExPENSES


Subcontracting Expenses 71449.47 37255.45
Consumption of Bought out
Items 764.70 807.30
Opening Inventory
Add: Purchases 51724.32 22337.93
52489.02 23145.23
Less: Inventory at the end of the year 529.34 764.70
51959.68 22380.53

Transport 2630.71 2122.75

TOTAL 126039.86 61758.73

2.25 MANUFACTURING AND OTHER ExPENSES


Fabrication Charges 946.10 612.15
Lining and Outcoating Expenses 5.10 50.12
Power & Fuel 399.19 322.21

TOTAL 1350.39 984.48

73 AnnuAl RepoRt 2016-2017


Particulars For the year For the year
2016-17 2015-16
2.26 EMPLOYEE BENEFITS ExPENSES
Salary, Wages, Bonus & Commission 5757.37 4356.69
Contribution to / Provision for Provident fund and Other Funds 709.85 559.16
Staff Welfare Expenses 155.94 162.89

TOTAL 6623.16 5078.74

2.27 ExCISE DUTY AND TAxES


Excise Duty 225.19 44.53
Works Contract Tax 6540.93 2388.04
Other Taxes 2227.04 767.09

TOTAL 8993.16 3199.66

2.28 FINANCE COSTS


Interest expenses on
Long Term Loans 192.42 258.77
Short Term Loans 2944.69 2738.45
Cash Credits & Others 794.04 765.58
3931.15 3762.80

Other borrowing costs 840.06 763.25

TOTAL 4771.21 4526.05

2.29 DEPRECIATION AND AMORTIZATION ExPENSES


Depreciation on Tangible assets (Property, Plant and Equipments) 1034.48 961.72
Amortisation on Intangible assets 18.21 18.68

TOTAL 1052.69 980.40


Particulars For the year For the year
2016-17 2015-16

2.30 OTHER ExPENSES


a) Printing and Stationery 90.72 75.80
b) Communication Expenses 87.28 84.21
c) Travelling and Conveyance 570.91 498.48
d) Rent 409.46 384.86
Less: Recovery 2.13 1.99
407.33 382.87
e) Rates and Taxes 117.08 143.98
f) Insurance 324.32 376.19
g) Repairs:
Machinery 212.04 181.32
Buildings 301.54 39.31
Others 128.91 149.26
642.49 369.89
h) Legal and Professional Charges 296.24 316.24
I) Directors' Sitting Fees 26.80 32.40
j) Commission to Non Executive Directors 32.00 32.00
k) Payment to Auditors' (Including Branch Auditors)
As Auditor:
Audit fees 21.00 21.00
Tax Audit Fees 4.45 4.45
Certification & Consultation fees 2.54 2.67
Cost Audit fees 1.00 1.00
Reimbursement of expenses 0.93 0.68
29.92 29.80
l) Freight 49.52 37.23
m) Bad Debts and Advances Written Off 255.88 86.08
n) Donations (Ref. Note No.: 2.35) 113.45 102.30
o) Miscellaneous Expenses 559.11 523.88

TOTAL 3603.05 3091.35


2016-17 2015-16

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

2.32 Related party disclosures


A. Names of Related Parties & Nature of Relationship

Sr Names of Related Party Nature of


Relationship No
i Ratanchand Investment Pvt. Ltd. Ultimate Holding Company
ii IHP Finvest Ltd. Promoter Holding Company (Holding 65.92% in
Equity) iii Mr. Rajas R. Doshi
(Chairman & Managing Director)
iv Mr. Mayur R. Doshi

(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)

h. Mr. S. M. Mandke & Relatives 0.03


(Company Secretary) (0.10)

2 Rent and Other Expenses


IHP Finvest Ltd. 174.13
(162.18)
3 Sitting Fees
a. Ms. Jyoti R. Doshi (Director) 2.40
(3.20)
b. Ms. Anima B. Kapadia (Director) 2.40
(3.60)
4 Commission to Non Executive Directors
a. Ms. Jyoti R. Doshi (Director) 4.00
(4.00)
b. Ms. Anima B. Kapadia (Director) 4.00
(4.00)
5 Remuneration to Key Managerial Personnel
a. Mr. Rajas R. Doshi (C & MD) 582.00
(246.65)
b. Mr. Mayur R. Doshi (Executive Director) 291.45
(135.63)
c. Mr. S. M. Mandke (Company Secretary) 35.17
(31.68)
d. Mr. M. S. Rajadhyaksha (Chief Financial 33.91
Officer)
(35.14)
6 Legal and Professional Fees Paid to
Ms. Anima B. Kapadia, Director 2.03
(Sole Proprietor of Daphtary Ferreira Diwan) (94.46)

77 AnnuAl RepoRt 2016-2017


NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31,
2017 Sr Transactions Ultimate Promoter Key Relatives Other
No. Holding Holding Managerial of Related
` in
Company Company Personnel Key LakhsParty
Managerial
Personnel

7 Amount outstanding payable as on March 31, 2017


(I) Commission Payable
a. Mr. Rajas R. Doshi (C & MD) 351.00
(38.59)
b. Mr. Mayur R. Doshi (Executive Director) 162.00
(49.33)
c. Ms. Jyoti R. Doshi (Director) 3.60
(3.60)
d. Ms. Anima B. Kapadia (Director) 3.60
(3.60)
(II) Current Account: Directors
a. Mr. Rajas R. Doshi (C & MD) 0.88
(0.88)
b. Mr. Mayur R. Doshi (Executive Director) 0.52
(0.52)

8 Donation - Ratanchand Hirachand Foundation 100.00


(89.00)

9 Services availed from Verifacts services Pvt. Ltd. 0.01


(0.02)
(Previous year's figures are shown in brackets)
2.33 RESEARCH AND DEVELOPMENT ExPENDITURE
Expenses on Research and Development during the year under various heads amount to ` 340.49 Lakhs (Previous year ` 313.99 Lakhs)
2.34 Confirmations have not been received from some of the Debtors, Creditors and Depositors.
2.35 Corporate Social Responsibility
As per section of 135 of the Companies Act, 2013 (the Act) a company meeting the applicability threshold, needs to spend at least 2% of
its average net profit for the immediately preceding three financial years (calculated in accordance with the provisions of Section 198 of
the Act) on corporate social responsibility (CSR) activities/programs in terms of its CSR policy and Schedule VII of the Act. The areas for
CSR activities undertaken by the Company are Health, Medical aid, and Education grants etc. The Company has formed its CSR Committee
as per the Act and Rules thereon. The Company has incurred CSR Expenditure of ` 100 Lakhs (Previous year ` 89 Lakhs) by way of
contribution to corpus of Ratanchand Hirachand Foundation, a Section 8 Company promoted by the Promoters of the Company for
undertaking CSR activities on behalf of the Company as per CSR Policy read with Schedule VII of the Act. The report on CSR activities and
CSR expenditure incurred by the Company for the Financial Year 2016-17 is given in the Directors' Report.

The IndIan hume PIPe ComPany 78


LImITed
2.36 Segment Reporting
Segment Information for the year ended March 31,
2017. Information about Primary Segment
` in Lakhs
Business Segments
Construction contracts
including water supply
Particulars Others Total
schemes, pipes supply
&
laying projects.
2016-17 2015-16 2016-17 2015-16 2016-17 2015-16
REVENUE
External Revenue 177952.67 92062.77 1233.94 1628.68 179186.61 93691.45

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

Interest and Other Finance Expenses (4771.21) (4526.05)


Interest/dividend income net of loss on sale of
86.96 69.23
investment
Profit on sale of Fixed Assets & Investments 26.21 14.44
Total Tax for the Year (5352.00) (1575.52)

Profit after taxation but before exceptional items 9878.46 2909.97


Exceptional item - -
Net Profit 9878.46 2909.97

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

Segment Liabilities 60714.08 39855.71 2172.01 181.03 62886.09 40036.74


Unallocated Corporate Liabilities 30096.69 35627.78
Total Liabilities 92982.78 75664.52

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

II Net Assets / (Liability) recognised in the Balance Sheet


as at March 31, 2017.
1 Present Value of Defined Benefit Obligation 1728.45 504.31 1479.86 415.23
2 Fair Value of Plan Assets 1514.93 - 1374.47 -
3 Funded Status [Surplus/(Deficit)] (213.52) (504.31) (105.39) (415.23)
4 Net Asset/(Liability) (213.52) (504.31) (105.39) (415.23)

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 .

Gratuity cost, as disclosed above, is included under Employee benefit expenses.

The IndIan hume PIPe ComPany 80


LImITed
VI Other Disclosure:
` in Lakhs
2016-17 2015-16 2014-15 2013-14 2012-13
Obligations at year end 1728.45 1479.86 1365.38 1207.38 1135.20
Plan assets at year end, at fair value 1514.93 1374.47 1209.54 1097.00 1051.12
Funded status (213.52) (105.39) (155.84) (110.38) (84.08)

Experience adjustments
(Gain)/Loss
Experience adjustments of plan liabilities 190.15 44.30 108.85 82.61 62.40
Experience adjustments on plan assets - - - - -

VII Accumulated compensated absences (non vesting)


Actuarial valuation of sick leave has been made on March 31, 2017. Provision in respect of this benefit amounts to ` 19.25 Lakhs for the
financial year ending March 31, 2017. (Previous year ` 12.57 Lakhs.)

VIII Provident Fund


The Company contributed ` 331.35 Lakhs towards Provident Fund during the year ended March 31, 2017. (Previous year ` 295.36 Lakhs.)

2.38 Earnings Per Share (EPS)


2016-17 2015-16
Number of shares 4,84,47,170 2,42,23,585
Profit after Tax before Exceptional Items ` Lakhs 9878.46 2909.97
in
EPS - Basic & Diluted ` 20.39 6.01
Profit after Tax after Exceptional Items ` Lakhs 9878.46 2909.97
in
EPS - Basic & Diluted ` 20.39 6.01

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 - -

2.42 Raw Material under Broad Heads ` in Lakhs


Particulars 2016-17 2015-16
Consumption
1 Construction Division
i) Sand & Metal 758.12 645.89
ii) Cement 1773.12 1673.12
iii) Wire & Rods & HT Wire 2710.90 2114.29
iv) Steel Plates & Sheets 5944.77 3893.18
v) Other Raw Materials & Components 113.46 215.28

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

3 Air Rifle Division


i) Seamless Steel Tubes 2.75 5.91
ii) Other Raw Materials 57.64 89.82
TOTAL 12436.32 8807.35

2.43 Value of Raw Materials, Stores & Spares Consumed ` in Lakhs


2016-17 2015-16
Amount % Amount %
Value of Raw Materials Consumed
Indigenous 12436.32 100.00 8807.35 100.00
Imported - - - -
Total 12436.32 100.00 8807.35 100.00
Value of Stores & Spares Consumed
Indigenous 1041.38 100.00 619.27 100.00
Imported - - - -
Total 1041.38 100.00 619.27 100.00

2.44 Value of Import on C I F Basis Nil Nil

2.45 Expenditure in foreign currencies


Travelling & Other expenses 1.55 3.85

2.46 Earnings in foreign currencies Nil Nil


2.47 The Company has entered into Joint Ventures for executing various works. The details are as under:
` in Lakhs
2016-17 2015-16
Sr Company's Bank Company's Bank
Name of the Joint Venture Name of the Project
No Share Guarantee Share Guarantee
(%) Amount (%) Amount
* *
1 M/s.Koya & Company Construction Pvt. Krishna PACKAGE-I. 24.00 Nil 24.00 Nil
Ltd., (JV), Hyderabad
2 M/s.Bhoorathnam Construction Co. (P) Krishna PACKAGE-II. 24.00 Nil 24.00 Nil
Ltd. Guthpa Lift Irrigation Scheme.
3 M/s.KCCPL-IHP-BRC-TAIPPL-KBL Krishna Drinking Water Supply 18.60 Nil 18.60 272.37
4 M/s.TAIPPL-IHP-KCCPL-BRCPL (JV) Project Phase II (Package II). 24.00 Nil 24.00 Nil
Krishna Drinking Water Supply Project
5 M/s.IHP-KCCPL-BRCPL-TAIPPL (JV) Phase II (Package IV). 28.00 Nil 28.00 Nil
Padmalaya Lift Irrigation Scheme for
6 M/s.Shradha IHP Joint Ventures Shree Padmalaya Sinchan Yojana of 20.00 Nil 20.00 Nil
Taluka Erandole, Dist. Jalgaon.
Wangana Lift Irrigation Schemes on
7 M/s.Shradha IHP Joint Ventures 30.00 Nil 30.00 Nil
Dhom, Taluka Koregaon, Dist. Satara.
Warangal Municipal Corporation.
8 NCC-MEIL-IHP (JV) 15.00 70.00 15.00 70.00
South of Musi in S11 catchment Zone
9 IHP-Vishva-MCC (JV) 48.00 150.08 48.00 150.08
II under JNNURM Package II.
Somasila Reservoir - Package I.
10 IHP-MEIL-KCCPL-BRCPL-TAIPPL (JV) 28.00 Nil 28.00 Nil
Puliknama Lift Irrigation Scheme
11 IHP-FPL (JV) 86.00 1757.75 86.00 1757.75
12 IHP-MEIL (JV) Pulakurthi Lift Irrigation Scheme 80.00 226.53 80.00 226.53
13 IHP-Vishva (JV) Krishna Drinking Water Supply Project 60.00 954.20 60.00 954.20
Phase III (Package IV).
14 KCCPL-SMC-IHP (JV) Krishna Drinking Water Supply Project 20.00 Nil 20.00 Nil
Phase III (Package I).
15 IHP-KP (JV) Hussainsagar Lake Catchment 55.00 12.65 55.00 41.25
Improvement Project (Package IV).
16 NCC-IHP (JV) Chikalguda Project. 10.00 Nil 10.00 4.85
* Amount of Bank guarantee is included in 2.31 (1-a).
2.48 Other operating income includes ` 7.13 Lakhs on account of subsidy for VAT/LBT/Power during the year (Previouse year ` 56.78 lakhs)
2.49 In the opinion of the Board, current assets, loans and advances are approximately of the value stated, if realised in the ordinary course of business.
2.50 Figures for Previous Year have been regrouped, wherever necessary.
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

MAYUR R. DOSHI Executive Director


Mumbai, 18th May, 2017 Mumbai, 18th May, 2017
IMPORTANT FINANCIAL STATISTICS
Paid up Capital Fixed Assets
Year Equity Preference Reserves & Net Debentures Gross Net No of Income Net Profit Dividend Dividend on
Capital Capital Surplus Worth Block Block Factories / from Paid Equity Shares
Projects Operations on
Preference
` Lakhs ` Lakhs ` Lakhs ` Lakhs ` Lakhs ` Lakhs ` Lakhs ` Lakhs ` Lakhs & Equity %
Shares
` Lakhs
1926-27 5.00 - - 5.00 - 3.79 3.79 2 0.74 -1.40 - -
27-28 5.00 - - 5.00 - 4.47 4.47 4 4.35 -0.55 - -
28-29 5.00 - 0.11 5.11 - 5.58 5.58 4 5.26 0.04 - -
29-30 5.00 - 0.11 5.11 - 5.91 5.91 6 9.66 1.54 - -
30-31 5.00 - 1.41 6.41 - 6.51 6.51 9 8.81 1.75 0.30 26.00
31-32 5.00 - 2.47 7.48 - 7.14 6.34 13 12.26 2.17 1.00 20.00
32-33 10.00 - 1.15 11.15 - 13.04 11.24 17 11.38 0.67 1.00 10.00
33-34 10.00 - 1.32 11.32 - 17.18 15.38 17 10.79 1.18 0.40 4.00
34-35 10.00 - 2.72 12.72 - 17.86 15.46 23 12.41 2.40 1.25 12.00
35-36 10.00 6.00 4.46 20.46 - 19.79 16.14 26 15.46 4.11 2.71 26.00
36-37 22.00 - 3.22 25.22 - 25.45 18.55 30 31.85 2.93 2.86 13.00
37-38 30.00 - 1.93 31.93 - 29.01 20.61 32 44.86 1.60 1.50 5.00
38-39 30.00 - 2.21 32.21 - 30.91 21.01 35 40.82 1.78 1.80 6.00
39-40 30.00 - 1.82 31.82 - 33.45 21.30 34 34.55 1.41 1.20 4.00
40-41 30.00 - 2.73 32.73 15.00 35.34 21.19 33 70.66 2.10 1.80 6.00
41-42 30.00 - 1.51 31.51 15.00 40.50 24.35 31 85.49 2.08 1.80 6.00
42-43 30.00 - 1.52 31.52 45.00 56.53 36.73 31 87.07 2.31 1.80 6.00
43-44 30.00 - 1.06 31.06 45.00 69.93 45.13 38 89.60 2.09 1.80 6.00
44-45 30.00 - 1.72 31.72 45.00 76.84 52.04 39 56.31 0.96 - -
45-46 30.00 50.00 4.04 84.04 45.00 85.04 54.24 39 77.18 3.32 2.31 -
46-47 30.00 50.00 3.37 83.37 45.00 96.58 59.28 44 77.52 2.83 2.50 -
47-48 30.00 50.00 1.33 81.33 45.00 111.24 66.74 46 89.54 0.96 - -
48-49 30.00 50.00 2.73 82.73 45.00 121.54 70.04 45 108.84 1.40 2.50 -
49-50 30.00 50.00 6.72 86.72 45.00 130.98 65.48 44 147.43 5.95 5.90 3.00
50-51 30.00 50.00 7.54 87.54 31.05 117.72 46.95 45 140.97 5.87 4.30 6.00
51-52 30.00 50.00 9.32 89.32 29.58 123.01 38.93 47 130.84 5.88 4.30 6.00
52-53 30.00 50.00 14.63 94.63 29.23 131.74 38.87 52 147.39 8.45 7.00 15.00
53-54 30.00 50.00 14.10 94.10 29.19 139.06 37.22 50 140.53 6.47 5.20 9.00
54-55 30.00 50.00 19.16 99.16 29.19 148.49 38.19 57 183.46 7.81 5.20 9.00
55-56 30.00 50.00 33.53 113.53 29.18 155.28 48.78 55 229.29 16.06 5.20 9.00
56-57 30.00 50.00 52.35 132.35 29.18 159.43 48.61 57 275.91 17.25 5.20 9.00
57-58 30.00 50.00 67.20 147.20 29.18 165.15 46.96 58 250.62 20.52 5.20 9.00
58-59 30.00 50.00 79.71 159.71 29.18 192.08 65.87 56 253.84 17.41 6.40 13.00
59-60 60.00 50.00 85.54 195.54 29.18 225.73 88.22 58 268.69 11.49 8.13 13.00
60-61 60.00 50.00 109.38 219.38 29.18 246.93 100.42 60 349.46 15.24 10.30 13.00
61-62 60.00 50.00 120.97 230.97 29.18 263.33 105.30 59 352.37 19.65 10.90 14.00
62-63 60.00 50.00 139.63 249.63 29.18 272.67 116.20 57 376.40 15.38 10.90 14.00
63-64 60.00 50.00 159.58 269.58 29.18 302.93 134.25 60 487.93 27.27 11.50 15.00
64-65 60.00 50.00 176.61 286.61 50.00 323.78 140.85 59 537.39 22.88 11.50 15.00
65-66 60.00 50.00 194.97 304.97 50.00 353.17 152.60 60 574.68 20.42 11.50 15.00
66-67 120.00 50.00 153.19 323.18 50.00 365.39 147.41 60 528.10 8.20 13.87 10.00 Bonus 1:2 & Right issue 1:3
67-68 120.00 50.00 147.88 317.88 50.00 379.49 148.63 59 491.36 7.85 14.50 10.00
68-69 120.00 50.00 153.86 323.86 50.00 440.07 193.03 58 574.49 18.06 14.50 10.00
69-70 120.00 50.00 145.57 315.57 50.00 482.33 212.05 58 589.86 -3.86 14.50 10.00
70-71 120.00 50.00 145.08 315.08 50.00 499.88 212.70 53 563.27 10.37 14.50 10.00
71-72 120.00 50.00 157.39 327.39 50.00 508.78 201.05 55 639.15 23.62 16.90 10.00 +2 %
72-73 120.00 50.00 168.46 338.46 50.00 541.70 212.17 55 762.11 19.94 16.90 12.00
73-74 120.00 50.00 192.32 362.32 50.00 559.02 208.02 53 891.16 33.81 12.10 8.00
74-75 120.00 50.00 215.49 385.49 50.00 581.43 213.61 55 850.06 36.80 16.90 12.00
75-76 120.00 50.00 234.78 404.78 50.00 609.74 221.37 51 995.94 36.57 21.70 12.00 +4 % (Jubilee Dividend)
76-77 120.00 50.00 264.17 434.17 50.00 672.98 255.76 48 1350.84 40.49 21.70 12.00 +4 %
77-78 150.00 50.00 258.31 458.31 1.47 806.68 457.37 49 1177.59 19.16 21.70 12.80 Bonus 1:4
78-79 150.00 50.00 262.13 462.13 - 828.17 330.83 50 1227.34 19.65 21.70 12.80
79-80 150.00 50.00 236.42 436.42 - 836.28 331.50 50 1238.02 28.99 21.70 12.80
80-81 150.00 50.00 259.31 459.31 - 857.28 306.50 50 1596.64 41.70 21.70 12.80
81-82 150.00 50.00 299.19 499.19 - 919.05 332.19 49 1804.52 86.53 29.51 15.00 + 3% (Walchand Centenary Dividend)
82-83 150.03 50.00 382.13 582.17 - 1038.37 389.45 50 2018.93 85.90 25.01 15.00
83-84 150.03 50.00 551.85 751.88 - 1110.46 395.22 49 2190.96 176.38 29.51 18.00
84-85 225.05 50.00 830.58 905.63 200.00 1340.53 509.86 51 2474.28 163.31 43.01 18.00 Bonus 1:2
85-86 225.05 50.00 803.94 1078.99 200.00 1510.97 533.76 49 2755.29 221.18 49.76 18.00 +3% (Diamond Jubilee Dividend)
86-87 225.05 50.00 856.10 1081.16 300.00 1666.49 502.27 49 2938.04 100.05 41.13 18.00
(Upto 30-9-86)
87-88 225.05 - 954.25 1179.30 300.00 1688.52 510.15 48 3596.27 138.86 40.51 18.00
88-89 225.05 - 1102.53 1327.59 300.00 1767.64 634.39 50 3328.10 103.18 33.76 15.00 (For 9 months period)
89-90 337.58 - 1050.89 1388.47 492.50 1893.35 664.92 51 5542.73 107.56 50.64 15.00 Bonus 1:2
90-91 337.58 - 986.81 1324.38 500.00 2050.47 930.84 50 4506.00 -176.50 50.64 15.00
91-92 337.58 - 991.84 1329.41 409.00 2089.03 901.37 48 8209.35 58.74 50.64 15.00 (For 18 months period)
92-93 337.58 - 1086.34 1423.92 409.00 2122.21 892.55 47 4503.52 123.15 25.32 15.00 (For 6 months period)
93-94 387.58 - 1177.08 1564.66 286.33 2278.75 958.67 48 7651.09 160.06 65.26 18.00
94-95 387.58 - 1445.15 1832.73 200.00 2452.32 1035.55 47 8805.39 310.56 77.52 20.00
95-96 387.58 - 2214.26 2601.84 150.00 2464.23 968.85 46 7397.47 866.00 96.89 20.00 +5% (Seventieth Anniversary Dividend)
96-97 387.58 - 2422.23 2809.81 100.00 2443.29 946.31 43 7397.00 293.24 77.52 20.00
97-98 387.58 - 2692.85 3080.43 50.00 2461.38 879.14 40 9224.05 364.42 85.27 22.00
98-99 387.58 - 2947.38 3334.96 - 2586.05 894.20 38 10027.52 353.48 89.14 23.00
99-00 387.58 - 3228.90 3616.47 - 2941.08 1173.59 39 10868.18 380.46 89.14 23.00
2000-01 387.58 - 3631.17 4018.75 - 3052.18 1186.74 38 10835.22 530.41 116.27 25.00 +5% (Platinum Jubilee Dividend))
01-02 387.58 - 4246.98 4634.56 - 3116.95 1184.39 35 11520.83 921.68 116.27 30.00
02-03 387.58 - 5276.75 5664.32 - 3490.44 1423.40 35 14143.71 1160.94 116.27 40.00
03-04 290.68 - 8950.91 9241.60 - 3928.48 1472.95 33 17207.62 5075.35 726.71 50.00 +200% (Special Interim Dividend)
04-05 290.68 - 10991.86 11282.54 - 4600.27 1926.83 31 21040.25 2535.71 436.02 50.00 +100% (Special Interim Dividend)
05-06 484.47 - 11521.75 12006.22 - 5701.92 2828.08 32 25608.72 972.27 218.01 40.00 +5% (Eightieth Anniversary Dividend) & Bonus 2 : 3
06-07 484.47 - 12852.79 13337.27 - 6940.06 3724.87 30 36280.18 1671.12 290.68 60.00
07-08 484.47 - 13957.80 14442.27 - 7224.78 3799.39 30 45180.13 1501.76 339.13 70.00
08-09 484.47 - 16006.88 16491.35 - 9473.95 5607.64 29 66534.80 2530.89 411.80 85.00
09-10 484.47 - 18297.37 18781.84 2000.00 10863.77 6409.84 28 67564.54 2857.30 484.47 100.00
10-11 484.47 - 20531.26 21015.73 - 12357.94 7210.67 25 64852.90 2796.95 484.47 100.00
11-12 484.47 - 21560.56 22045.03 - 12571.31 7385.97 22 51716.92 1592.36 484.47 100.00
12-13 484.47 - 23221.65 23706.12 - 14326.30 8060.06 22 69579.06 2284.58 532.92 110.00
13-14 484.47 - 24947.14 25431.61 - 15385.51 8483.60 20 82301.30 2405.66 581.37 120.00
14-15 484.47 - 28203.87 28688.34 - 15619.63 7506.06 20 100985.93 4156.73 726.71 150.00
15-16 484.47 - 30180.89 30665.36 - 16260.81 7569.93 22 93893.91 2909.97 775.15* *150.00 * Interim Dividend + 10% Ninetieth Anniversary Interim
Dividend , confirmed as final dividend.
16-17 968.94 - 38991.78 39960.72 - 17549.34 7884.72 22 179954.10 9878.46 1647.20 *170.00 Bonus 1:1 *Interim Dividend (50%) and

The IndIan hume PIPe ComPany 84


LImITed
Final Dividend (120%)

85 AnnuAl RepoRt 2016-2017


INCOME FROM OPERATIONS
NET PROFIT
` in Lakhs
` in Lakhs
200000 9878
179954 10000
9000
175000 8000
7000
150000 6000

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

DISTRIBUTION OF INCOME, ExPENDITURE AND PROFIT


` in Lakhs
Income Tax - 5352
Depreciation & Amortisation - 1053
Finance Cost - 4771 Dividend & Dividend Tax - 583
Retained Profit - 9295
Other Revenue Expenses - 3603

Employees Remuneration - Consumption of Raw Materials & Stores - 13587


6623

Manufacturing, Construction,
Excise & Taxes - 135383

SHAREHOLDERS’ FUND GROSS BLOCK


` in Lakhs ` in Lakhs
EquityReserve
39961
40000 18000 17549
16261
16000 1538615620
35000 14000 14326
30665
28688 12000
30000 25432 10000
25000 8000
23706
6000
20000 4000
2000
0
15000

10000

5000 12-1313-1414-1515-1616-17 12-1313-1414-1515-1616-17

0
Notes

The IndIan hume PIPe ComPany 86


LImITed
THE INDIAN HUME PIPE COMPANY LIMITED
(CIN : L51500MH1926PLC001255)
Regd. Office: Construction House, 2nd Floor, 5, Walchand Hirachand Road, Ballard Estate, Mumbai – 400001.
Website: www.indianhumepipe.com Tel.:+91 22 22618091 Fax: + 91 22 22656863.

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

Signature of Shareholder Signature of Proxyholder(s)


Notes
1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of
the Meeting.
2. For the Resolutions, Explanatory Statements and Notes, please refer to the Notice of 91st Annual General Meeting.
3. Please complete all details including details of member(s) in the above box before submission.
THE INDIAN HUME PIPE COMPANY LIMITED
(CIN:L51500MH1926PLC001255)
Regd. Office: Construction House, 2nd Floor, 5, Walchand Hirachand Road, Ballard Estate, Mumbai – 400 001.
E-mail: info@indianhumepipe.com Website: www.indianhumepipe.com, Tel.:+91-22-40748181/22618091 Fax:+ 91-22-22656863.

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.

…………………………………… …………………………………………. .………………..………….


Member’s Folio/DP ID-Client ID No. Member’s / Proxy’s name in Block Letters Member’s/Proxy’s signature
Note:
1. Please complete the Folio / DP ID – Client ID No. and name, sign this Attendance Slip and handover at the Attendance Verification
Counter at the meeting venue.
2. Electronic copy of the Annual Report for Financial Year 2016-17 and the Notice of the Annual General Meeting (AGM) along with
Attendance Slip and Proxy Form is sent to all the members whose email address is registered with the Depository Participant(s)
unless any member has requested for a hard copy of the same. Members receiving electronic copy and attending the AGM can
print copy of this Attendance Slip.
3. Physical copy of the Annual Report for Financial Year 2016-17 and the Notice of the Annual General Meeting along with the
Attendance Slip and Proxy Form is sent in the permitted mode(s) to all members whose email address is not registered or who
have requested for a hard copy.

THE INDIAN HUME PIPE COMPANY LIMITED


REMOTE ELECTRONIC VOTING PARTICULARS

EVEN USER ID Password / PIN


(Remote E-Voting Event Number)

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.)

End of Remote e-voting Up to Sunday, 9th July, 2017 (5.00 p.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

O Research & Development Division


MAP not to acale
The Indian Hume Pipe Co. Ltd.
Construction House, 5, Walchand Hirachand Road,
Ballard Estate, Mumbai - 400 001, India.
Tel: 91 - 22 - 2261 8091 / 4074 8181 • Fax: 91 - 22 - 2265 6863
Email: info@indianhumepipe.com • Web: www.indianhumepipe.com

You might also like