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Directors Report of Indian Hume Pipe Company Ltd.

Mar 31, 2015

THE MEMBERS,

The Directors are pleased to present to you the Annual Report on the business operations of the Company together with the Audited Financial Statement of Accounts for the Financial Year ended 31st March, 2015.

FINANCIAL RESULTS: (Rs. in Lacs) Year Ended Year Ended 31-03-2015 31-03-2014

Revenue from Operations 1,00,985.93 82,301.30

Profit Before Finance Cost, Depreciation & Amortisation & Tax 12,239.49 8,053.34

Less : Finance Costs 4,829.55 3,469.36

Depreciation & Amortisation 1,213.21 782.80

Profit Before Tax 6,196.73 3,801.18

Less : Provision for Taxation 2,040.00 1,395.52

Net Profit After Tax 4,156.73 2405.66

Add : Balance Brought Forward from last year 12,640.05 11,914.56

Surplus available for Appropriation 16,796.78 14,320.22

Less : Proposed Dividend 726.71 581.37

Tax on Dividend 147.96 98.80

General Reserve 1,000.00 1,000.00

1,874.67 1,680.17

Surplus Carried to Balance Sheet 14,922.11 12,640.05

PERFORMANCE REVIEW:

Your Company''s operations of its various projects under execution 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 grown by 22.70% to Rs. 1,00,985.93 Lacs as compared to Rs. 82,301.30 Lacs of the previous year. The profit after tax for the year at Rs. 4,156.73 Lacs was higher by 72.79% as compared to Rs. 2,405.66 Lacs 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.

DIVIDEND:

Your Directors are pleased to recommend a dividend of Rs. 3/- per share of Rs. 2/- each (150%) as against Rs. 2.40 per share of Rs. 2/- each (120%) for the previous year payable to those equity shareholders whose names stand registered in the books of your Company as on the book closure date.

The total equity dividend together with the dividend tax will absorb Rs. 874.67 Lacs.

Your Company propose to transfer Rs. 1,000 Lacs to the General Reserve. An amount of Rs. 14,922.11 Lacs is proposed to be retained and carried to Balance Sheet.

FINANCE:

During the year under review, liquidity position of your Company was maintained satisfactorily and optimum utilization of financial resources was achieved. Increase in the business volume coupled with slow realization of funds in some projects and stringent contractual retention terms in few projects particularly in Tamil Nadu increased level of borrowings. Monetary policy of the Reserve Bank of India continued to be anti inflationary resulting into high cost of borrowings. Though, your Company endeavoured to resort to the cheaper sources of finances, due to the reasons mentioned earlier, the overall borrowing costs have increased. However, due to well monitored working capital management and better negotiations of pricing for finances, 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.

INCOME TAx ASSESSMENT:

The Income Tax assessment of your Company has been completed till Assessment Year 2012-13. The appeals filed by the Income Tax Department and the Company, against the assessment orders for previous financial years are pending with the Income Tax Appellate Authorities and Bombay High Court. The amount of disallowance involved in various appeals is Rs. 10,429.64 Lacs, on which necessary tax provision has been made in the accounts. The Major dispute is with regard to the claim u/s 80IA of the Income Tax Act, 1961, which is amounting to Rs. 10,050.75 Lacs in respect of execution of eligible Infrastructure projects of water, sewerage irrigation. The Balance amount of Rs. 378.89 Lacs pertains to other items of disallowance such as Section 14A disallowance, land valuation of Wadala Property etc. The necessary provision for tax of Rs. 3,545.90 Lacs has been made in 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 Accounting Year 2003-04, 2008-09 & 2010-11. The issue involved for Accounting Year 2003-04 is claim of deduction u/s 80IA allowed by the Income Tax Appellate Tribunal, amounting to Rs. 1,068.27 Lacs. 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 Rs. 392.59 Lacs on the claim of Rs. 1,068.27 Lacs has been made in the accounts, hence there is no tax liability. The issue involved for the Accounting Year 2008-09 & 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 Company will have to make provision of tax of Rs. 31.78 Lacs.

FACTORIES:

The total number of factories of the Company as at the end of period under report stands at 20.

CORPORATE GOVERNANCE:

The Company has implemented procedures and adopted practices in conformity with the code of Corporate Governance as provided in the amended Clause 49 of the Listing Agreement with the Stock Exchanges. The Company has also implemented Code of Conduct for all its Non- Executive Directors and Executive Directors and Senior Management Personnel of the Company, 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 thereto.

PUBLIC DEPOSITS AND LOANS/ADVANCES:

The Company had terminated its Fixed Deposits Schemes w.e.f. 28th July, 2009 and stopped accepting / renewing deposits since then. Accordingly it has repaid all the deposits together with interest as and when they matured on their respective maturity date(s).

An aggregate amount of Rs. 1.25 Lacs representing 7 fixed deposits had matured, the last one being matured in February, 2012 and all these 7 fixed deposits remained unclaimed as at 31st March, 2015. Since then, no instructions for repayment of any of these matured fixed deposits have been received.

The Company has no loans / advances and investments in its own shares by listed Companies, their subsidiaries, associates etc. as required to be disclosed in the annual accounts of the companies pursuant to Clause 32 of the Listing Agreement.

Further, in conformity with the aforesaid Cash Flow Statement for the year ended 31st March, 2015 is annexed hereto.

PARTICULARS OF INVESTMENTS AND GUARANTEES:

Details of Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR):

In accordance with Section 135 of Companies Act, 2013, the Board of Directors has formed Corporate Social Responsibility Committee (CSR Committee) comprising Mr. Rajas R. Doshi, Chairman & Managing Director, Ms. Jyoti R. Doshi, Non-Executive Director and Mr. Rameshwar D. Sarda, Independent Director as members of the Committee.

The report on CSR activities and CSR policy as recommended by CSR Committee and approved by the Board is annexed as "Annexure "A" and forms part of Directors'' report.

In acordance with Section 135 of the Companies Act 2013 and the rules thereunder the Company has incurred CSR expenditure of Rs. 55 Lacs by way of corpus donation to Ratanchand Hirachand Foundation which had carried out CSR activities on behalf of Company.

DONATIONS:

In addition to the above CSR expenditure, the Company has given following donations:

- Rs. 15 Lacs to Andhra Pradesh Chief Ministrer''s Relief Fund towards rehabilitation of Hudhud cyclone hit areas in Andhra Pradesh

- Rs. 10 Lacs to Swach Bharat Kosh.

- Rs. 3.10 Lacs 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 allocations of the Company. Based on the report of internal audit function, process management undertake corrective action in their respective areas and there by 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 is posted on the Company''s website.

SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/TRIBUNALS, IF ANY

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:

Mr. N. Balakrishnan, Director of the Company retires by rotation at the ensuing Annual General Meeting under the erstwhile provisions of the Companies Act, 1956. In terms of Section 149 and other applicable provisions of the Companies Act, 2013, Mr. N. Balakrishnan has offered himself for appointment as Independent Director for 5 years effective from 16th March, 2015 to 15th March, 2020, subject to approvals by Members at the ensuing Annual General Meeting.

The Company has received requisite disclosures / declaration of independence from all the Independent Directors viz, Mr. Ajit Gulabchand, Mr. Rajendra M. Gandhi, Mr. Rameshwar D. Sarda, Mr. N. Balakrishnan and Mr. Vijay Kumar Jatia as required under the applicable provisions of Companies Act, 2013 and Listing Agreement.

Mr. P. D. Kelkar, Director of the Company was appointed as Director retiring by rotation under the erstwhile provisions of Companies Act, 1956. In terms of Section 149 and other applicable provisions of the Companies Act, 2013, he has given declaration of independence that he satisfies the criteria of independence as provided in Section 149(6) of the Act and is eligible and offering himself for appointment as an Independent Director of the Company. Pursuant to the recommendation of the Nomination and Remuneration Committee and the Board of Directors Mr. Kelkar is proposed to be appointed as an Independent Director of the Company to hold office for a period of five years from 4th August, 2015 to 3rd August, 2020, subject to approval by the members at the ensuing Annual General Meeting.

The Company has received notices under Section 160 of Companies Act, 2013 from the members signifying their intention to propose Mr. N. Balakrishnan and Mr. P D. Kelkar respectively as candidates for the office of Independent Directors at the ensuing Annual General Meeting.

As per Section 152 of the Companies Act, 2013, Ms. Jyoti R. Doshi Director of the Company, retire by rotation at the ensuing Annual General meeting and offers herself for re-appointment.

Profile of above Directors have been given in the Notice of the ensuing Annual General Meeting of the Company.

Mr. Rajas R. Doshi, Chairman & Managing Director and Mr. Mayur R. Doshi, Executive Director are Directors of IHP Finvest Limited (the Holding Company). Further Mr. Rajas R. Doshi is the Chairman and Mr. Mayur R. Doshi is the member of Stakeholders Relationship Committee of the holding Company. They are also Directors of Ratanchand Investment Private Limited (the ultimate Holding Company). During the year they have received sitting fees of Rs. 75,000/- each from IHP Finvest Limited for attending meetings of Board and sitting fees of Rs. 15,000/- each for attending meeting of Stakeholders Relationship Committee respectively. Further they have also received sitting fees of Rs. 5,000/- each from Ratanchand Investment Private Limited for attending meetings of Board.

KEY MANAGERIAL PERSONNEL:

During the year under review, in addition to Mr. Rajas R. Doshi, Chairman and Managing Director, the following two Senior Executives of the Company were formally appointed as Whole-time Key Managerial Personnel of the Company in compliance with the provisions of Section 203 of the Companies Act, 2013.

i) Mr. M. S. Rajadhyaksha, Controller of Accounts and Finance has been re-designated as Chief Financial Officer of the Company w.e.f. 27th May, 2014.

ii) Mr. S. M. Mandke to continue to act as Company Secretary of the Company.

Remuneration and other details of the Key Managerial Personnel for the financial year ended 31st March, 2015 are mentioned in the Extract of the Annual Return which is attached to the Directors'' Report.

PERFORMANCE EVALUATION:

Pursuant to the provisions of Section 134 (3) (p), 149 (8) and Schedule IV of the Companies Act, 2013 and Clause 49 of the Listing Agreement, annual Performance Evaluation of the Directors as well as of the Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship 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.

INDEPENDENT DIRECTORS'' MEETING:

In terms of Section 149, Schedule IV of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Independent Directors met on 17th March, 2015 without the attendance of Non-Independent Directors and Members of Management of the Company inter-alia to discuss;

i) evaluation of performance of Non-Independent Directors and the Board of Directors of the Company as a whole.

ii) evaluation of performance of the Chairman of the Company, taking into views of Executive and Non-Executive Directors.

iii) evaluation of the quality, quantity and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at the Meeting.

REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee 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 on 27th May, 2014, 25th July, 2014, 12th November, 2014 and 3rd February, 2015. The Composition of Audit Committee is as under:

Sr. Name of the Members Category No

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 and one meeting each of Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee were held, the details of which are given in the Corporate Governance Report. The maximum time 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, your Directors state that:

a) in the preparation of the Annual Accounts for the financial year ended 31st March, 2015, 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 March, 2015 and of the profit of the Company for the year ended on that date;

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

d) the Annual Accounts have been prepared on a going concern basis;

e) internal financial controls have been laid down to be followed by 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, 2015 does not contain any qualification, reservation or adverse remark.

AUDITORS:

STATUTORY AUDITORS:

M/s. K. S. Aiyar & Co., Chartered Accountants, Mumbai bearing ICAI Registration No.100186W retires at the ensuing Annual General Meeting of the Company are eligible for re-appointment.

M/s. K. S. Aiyar & Co., Chartered Accountants, were appointed as the Statutory Auditors of the Company for the financial year 2014-15 at the 88th Annual General Meeting held on 25th July, 2014. As per the provisions of Section 139 of the Companies Act, 2013, no listed company can appoint or re-appoint an audit firm as auditor for more than two terms of five consecutive years. Section 139 of the Act has also provided a period of three years from the date of commencement of the Act to comply with this requirement.

In view of the above and based on the recommendation of the Audit Committee, the Board of Directors at its meeting held on 28th May, 2015, recommends the re-appointment of M/s. K. S. Aiyar & Co. as the Statutory Auditors of the Company under Section 139 and other applicable provisions of the Companies Act, 2013, to do Statutory Audit of the Company''s accounts including its branches for the financial year 2015-16 and 2016-17 (subject to ratification of their appointment at every AGM).

As required under Section 139 of the Companies Act. 2013, the Company has obtained a written consent and certificate from them to the effect that their re-appointment, if made, would be in accordance with the conditions prescribed under the Companies Act, 2013 and the rules made thereunder, as may be applicable.

They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for re-appointment as Auditors of the Company.

You are requested to re-appoint them as Statutory Auditors of the Company for the financial year 2015-16 to 2016-17.

BRANCH AUDITORS:

M/s. Brahmayya & Co., Chartered Accountants, Hyderabad bearing Firm Registration No.000513S, retires as Branch Auditors of the Company and have given their written consent and a certificate to the effect that their appointment, if made, would be in accordance with the conditions prescribed under the Companies Act, 2013 and the rules made thereunder, as may be applicable.

You are requested to re-appoint M/s. Brahmayya & Co., Chartered Accountants as Branch Auditors under Section 139 of the Companies Act, 2013, to carry out Branch Audit, Limited Review and Tax Audit of the Company''s Factories, Projects and Project Offices in the States of Andhra Pradesh and Telangana for the financial year 2015-16 and also authorise Board of Directors to appoint Branch Auditors in other States.

COST AUDITOR:

In terms of Section 148 of the Companies Act, 2013 and other applicable provisions of the Companies (Audit and Auditors) Rules, 2014, the Board of Directors on the recommendation of Audit Committee has appointed Mr. Vikas Vinayak Deodhar, Cost Accountant, Mumbai, Membership No. 3813 as Cost Auditor of the Company for the financial year 2015-16 to conduct the audit of the cost records of the Company on a remuneration of Rs. 1 Lac plus reimbursement of out of pocket expenses and/or travelling expenses as may be incurred by him and Service Tax as applicable. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a resolution seeking Members ratification for the remuneration payable to Mr. Vikas Vinayak Deodhar, Cost Accountant as Cost Auditor included at Item No.9 of the Notice convening the Annual General Meeting.

As required under the provision of Section 139(1) of the Companies Act, 2013, Mr. Vikas Vinayak Deodhar, Cost Accountant has given consent and written certificate under the provisions of Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014.

SECRETARIAL AUDIT:

Secretarial Audit for the finacial year 2014-15 was conducted by M/s. J. H. Ranade & Associates, Company Secretaries, pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Report of the Secretarial Auditor is annexed as ''Annexure C". There are no qualifications or observations or remarks made by the Secretarial Auditor in their Report.

AWARDS / RECOGNITION:

I n recognition to the achievement of the Company in the Construction Industry, the Company has been honoured with the following awards / recognition:

Mr. Rajas R. Doshi, Chairman & Managing Director of the Company has received these awards on behalf of the Company at the 12th Construction World Annual Awards - 2014, in a Award ceremony held in Mumbai on 21st November, 2014.

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 that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business except the non-material related party transaction(s) with Ms. Anima B. Kapadia, Sole Proprietor of Daphtary Ferreira & Divan and Director of the Company who is rendering legal services to the Company which was approved by the Audit Committee and Board. The details are given in Form AOC-2 is annexed as "Annexure E". There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee as also the Board for their prior approval. 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.

None of the other Directors, Key Managerial Personnel or their relatives have any pecuniary relationships or transactions vis-a-vis the Company.

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) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as "Annexure G". The information as required under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided upon request by any member of the Company. In terms of Section 136 (1) of the Companies Act, 2013, the Report and the Accounts are being sent to the members excluding the aforesaid information. Any member interested in obtaining copy of the same may write to the Company Secretary at the Registered Office of the Company.

INDUSTRIAL RELATIONS:

The Company is having total strength of 1290 permanent employees as on 3181 March, 2015 working at various locations such as Factories / Projects / Head Office and Research & Development Department, Mumbai.

Industrial relations with the workmen at various units of the Company were by and large remained peaceful and cordial.

SEXUAL HARASSMENT:

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Your Company has, during the year under review, transferred a sum of Rs. 4,13,821/- to Investor Education and Protection Fund, in compliance with the provisions of Section 205C of the Companies Act, 1956. The said amount represents unclaimed dividend of Rs. 3,18,504/- for the year 2006-07, unclaimed interest of Rs. 45,317/- on Fixed Deposits and unclaimed matured Fixed Deposits of Rs. 50,000/- which remained unclaimed by the members/fixed deposit holders of the Company for a period of 7 years from the date they became due for payment.

GENERAL:

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

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

2. Issue of shares (including sweat equity shares) to employees of the Company.

The Company does not have ESOS/ESOP Scheme for its employees/ Directors.

ACKNOWLEDGEMENTS:

Your Directors record their gratitude to the Shareholders, Customers, Bankers, Government Departments, Vendors and Sub-contractors and all other Stakeholders for their continued support and co-operation during the year.

Your Directors also wish to place on record their appreciation of the services rendered by the employees of the Company.

Wishing you all good health, wealth and prosperity.

For and on behalf of the Board of Directors,

Rajas R. Doshi Chairman & Managing Director

Registered Office: Construction House, 2nd floor, 5, WalchandHirachand Road, Ballard Estate, Mumbai - 400 001

Date : 28th May, 2015


Mar 31, 2014

THE MEMBERS,

The Directors are pleased to present to you the Annual Report on the business operations of the Company together with the Audited Statement of Accounts for the Financial Year ended 31st March, 2014.

FINANCIAL RESULTS:

(Rs. In Lacs)

Year Ended Year Ended

31-3-2014 31-3-2013

Revenue from Operations 81,899.72 69,579.06

Profit Before Finance Cost, Depreciation & Amortisation & Tax 7,951.82 6,617.55

Less : Finance Costs 3,367.84 2,536.68

Depreciation & Amortisation 782.80 739.93

4,150.64 3,276.61

Profit Before Tax 3,801.18 3,340.94

Less : Provision for Taxation 1,395.52 1,056.36

Net Profit After Tax 2,405.66 2,284.58

Balance Brought Forward from last year 11,914.56 11,253.47

Surplus available for Appropriation 14,320.22 13,538.05

Less : Proposed Dividend 581.37 532.92

Tax on Dividend 98.80 90.57

General Reserve 1,000.00 1,000.00

1,680.17 1,623.49

Surplus Carried to Balance Sheet 12,640.05 11,914.56

PERFORMANCE REVIEW :

Your Company''s operations of its various projects under execution 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 grown by 17.71% to Rs. 81,899.72 Lacs as compared to Rs. 69,579.06 Lacs of the previous year. The profit after tax for the year at Rs. 2,405.66 Lacs was higher by 5.30% as compared to Rs. 2,284.58 Lacs of the previous year.

DIVIDEND :

Your Directors are pleased to recommend a dividend of Rs. 2.40 per share of Rs. 2/- each (120%) as against Rs. 2.20 per share of Rs. 2/- each (110%) for the previous year; payable to those equity shareholders whose names stand registered in the books of your Company as on the book closure date.

The total equity dividend together with the dividend tax will absorb Rs. 680.17 Lacs.

FINANCE :

During the year under review, liquidity position of your Company was maintained satisfactorily and optimum utilization of financial resources was achieved. Increase in the business volume coupled with slow realization of funds in some projects and stringent contractual retention terms in few projects particularly in Tamil Nadu increased level of borrowings. Monetary policy of the Reserve Bank of India continued to be anti inflationary resulting into high cost of borrowings. Though, your Company endeavoured to resort to the cheaper sources of finances, due to the reasons mentioned earlier, the overall borrowing costs have increased. However, due to well monitored working capital management and better negotiations of pricing for finances, 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.

INCOME TAX ASSESSMENT:

The Income Tax assessment of your Company has been completed till Assessment Year 2011-12. The appeals filed by the Income Tax Department and the Company, against the assessment orders for previous financial years are pending with the Income Tax Appellate Authorities and Bombay High Court. The amount of disallowance involved in various appeals is Rs. 6,067.31 Lacs, on which necessary tax provision has been made in the accounts. The major dispute is with regard to the claim u/s 80IA of the Income Tax Act, 1961, which is amounting to Rs. 5,767.60 Lacs, in respect of execution of eligible infrastructure projects of water, sewerage and irrigation. The balance amount of Rs. 299.71 Lacs pertains to other items of disallowance such as Section 14A disallowance, land valuation of Wadala property, etc.

FACTORIES :

During the year under review, the Company has closed down its factory at Badarpur, New Delhi w.e.f. 31st August, 2013. The Badarpur factory was established in January, 1971. As there were no orders on hand, the manufacturing operations of the Badarpur factory were completely suspended from February, 1996. Subsequently the Ministry of Urban Development, Government of India as per the directions issued on 17th December, 2000 by the Nodal Agency classified manufacturing of

Reinforced Cement Concrete Pipes (RCC) in Group ''F'' in the Master Plan as a polluting industry.

During the year the Company has closed down its factory at Srirangam in Tamilnadu and surrendered the leasehold land to the owners. The Company has also closed its factory at Petlad in Gujarat.

The total number of factories of the Company as at the end of period under report stand at 20.

CORPORATE GOVERNANCE :

The Company has implemented procedures and adopted practices in conformity with the code of Corporate Governance as provided in the amended Clause 49 of the Listing Agreement with the Stock Exchanges. The Company has also implemented Code of Conduct for all its Non-Executive Directors and Executive Directors and Senior Management Personnel of the Company, 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 thereto.

PUBLIC DEPOSITS AND LOANS/ADVANCES:

The Company had terminated its Fixed Deposits Schemes w.e.f. 28th July, 2009 and stopped accepting / renewing deposits since then. Accordingly it has repaid all the deposits together with interest as and when they matured on their respective maturity date(s).

An aggregate amount of Rs. 1.95 Lacs representing 13 fixed deposits have matured but remained unclaimed as at 31st March, 2014 as these deposit holders have not yet surrendered their fixed deposits receipts for the repayment to the Company. Since then no instructions for repayment of matured fixed deposits have been received.

The Company has no loans / advances and investments in its own shares by listed Companies, their subsidiaries, associates etc. as required to be disclosed in the annual accounts of the companies pursuant to Clause 32 of the Listing Agreement.

Further, in conformity with the aforesaid Clause, the Cash Flow Statement for the year ended 31st March, 2014 is annexed hereto.

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

Information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to foregoing matters, wherever applicable, is given by way of an Annexure and forms part of this report.

A. Conservation of Energy :

Effective control measures/systems to conserve energy are already in force at Company''s establishments. Consciousness of energy conservation is also cultivated among the employees to optimise the use of Electricity / Fuel etc.

Total energy consumption and energy consumption per unit as per Form A of Annexure to the Rules applicable to certain Industries specified in the schedule thereto :

Not Applicable.

B. Technology Absorption, Adaptation and Innovation:

The required information in the prescribed form under the Companies Act, 1956 in respect of technology absorption is given in the Annexure forming part of this report.

DIRECTORS :

Mr. Rameshwar D. Sarda, Director of the Company retires by rotation at the ensuing Annual General Meeting under the erstwhile provisions of the Companies Act, 1956. In terms of Section 149 and any other applicable provisions of the Companies Act, 2013, Mr. Rameshwar D. Sarda has offered for appointment as Independent Director for 5 years from the date of ensuing Annual General Meeting to be held on 25th July, 2014 to 24th July, 2019. Further Mr. Ajit Gulabchand, Mr. Rajendra M. Gandhi and Mr. Vijay Kumar Jatia, Directors whose period of office is subject to retirement by rotation have offered themselves for appointment as Independent Directors for 5 years from the date of ensuing Annual General Meeting to be held on 25th July, 2014 to 24th July, 2019 in terms of Section 149 and any other applicable provisions of Companies Act, 2013. The Company has received requisite disclosures / declarations from all Independent Directors viz, Mr. Ajit Gulabchand, Mr. Rajendra M. Gandhi, Mr. Rameshwar D. Sarda, Mr. N. Balakrishnan and Mr. Vijay Kumar Jatia as required under the relevant provisions of Companies Act, 2013.

The Company has received notices under Section 160 of Companies Act, 2013 from members signifying their intention to propose Mr. Ajit Gulabchand, Mr. Rajendra M. Gandhi, Mr. Rameshwar D. Sarda and Mr. Vijay Kumar Jatia as candidates for the office of Independent Directors at the ensuing Annual General Meeting.

As per Section 152 of the Companies Act, 2013, Ms. Anima B. Kapadia and Mr. P. D. Kelkar, Directors of the Company, retire by rotation at the ensuing Annual General meeting and offers themselves for re-appointment.

Profile of all these Directors have been given in the Notice of the ensuing Annual General Meeting of the Company.

Corporate Social Responsibility Committee (CSR) :

In accordance with Section 135 of Companies Act, 2013, the Board of Directors of the Company at their meeting held on 27th May, 2014, have formed Corporate Social Responsibility Committee (CSR Committee) and nominated Mr. Rajas R. Doshi, Chairman & Managing Director, Ms. Jyoti R. Doshi, Non-Executive Director and Mr. Rameshwar D. Sarda, Independent Director as members of the Committee.

Role of CSR Committee :

- 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 Schedule VII of the Companies Act, 2013.

- Recommend the amount of expenditure to be incurred on the activities referred in the CSR policy.

- Monitor the CSR Policy of the Company and its implementation from time to time.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As required under Section 217(2AA) of the Companies Act, 1956 the Board of Directors hereby confirm that :

1. in the preparation of the Annual Accounts for the financial year ended 31st March, 2014, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

2. 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 March, 2014 and of the profit of the Company for the year ended on that date;

3. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. the Annual Accounts for the financial year ended 31st March, 2014 have been prepared on a going concern basis.

PARTICULARS OF EMPLOYEES:

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 forms part of this Report. However, as per provisions of Section 219(1)(b)(iv) of the Companies Act, 1956 the Report and Accounts are being sent to the Shareholders excluding the aforesaid information. Any Shareholder interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

AUDITORS :

M/s. K. S. Aiyar & Co., Chartered Accountants, Mumbai bearing ICAI Registration No.100186W retires by rotation as Auditors of the Company.

As required under Section 139 of the Companies Act. 2013, the Company has obtained a consent and a written certificate from them to the effect that their appointment, if made, would be in accordance with the conditions prescribed under the Companies Act, 2013 and the rules made thereunder, as may be applicable.

You are requested to re-appoint them as Statutory Auditors of the Company for the financial year 2014-15.

BRANCH AUDITORS :

M/s. Brahmayya & Co., Chartered Accountants, Hyderabad bearing Firm Registration No.000513S, retires as Branch Auditors of the Company and have given their written consent and a certificate to the effect that their appointment, if made, would be in accordance with the conditions prescribed under the Companies Act, 2013 and the rules made thereunder, as may be applicable.

You are requested to re-appoint M/s. Brahmayya & Co., Chartered Accountants as Branch Auditors under Section 139 of the Companies Act, 2013, to carry out Branch Audit, Limited Review and Tax Audit of the Company''s Factories, Projects and Project Offices in the State of Andhra Pradesh including proposed new States to be formed due to reorganisation of State of Andhra Pradesh for the financial year 2014-15 and also authorise Board of Directors to appoint Branch Auditors in other States.

COST AUDITOR :

In terms of Section 148 of the Companies Act, 2013, the Board has appointed Mr. V. V. Deodhar, Cost Accountant as Cost Auditor for Cost Audit of such of the product(s) and for Cost Compliance Report for such of the products / activities of the Company, to be specified by the Central Government for the financial year 2014-15.

As required under the provision of Section 139(1) of the Companies Act, 2013, Mr. Vikas Vinayak Deodhar, Cost Accountant has given consent and written certificate under the provisions of Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014.

INDUSTRIAL RELATIONS :

The Company is having total strength of 1353 employees as on 31st March, 2014 working at various locations such as Factories / Projects / Head Office and Research & Development Department, Mumbai.

Industrial relations with the workmen at various units of the Company were by and large remained peaceful and cordial.

ACKNOWLEDGEMENTS :

Your Directors record their gratitude to the Shareholders, Customers, Bankers, Government Departments, Vendors and Sub-contractors and all other Stakeholders for their continued support and co-operation during the year.

Your Directors also wish to place on record their appreciation of the services rendered by the employees of the Company.

Wishing you all good health, wealth and prosperity.

For and on behalf of the Board of Directors,

Rajas R. Doshi

Chairman & Managing Director

Registered Office:

Construction House, 2nd floor, 5, Walchand Hirachand Road, Ballard Estate, Mumbai - 400 001

Date : 27th May, 2014


Mar 31, 2013

TO THE MEMBERS,

The Directors are pleased to present to you the Annual Report on the business operations of the Company together with the Audited Statement of Accounts for the Financial Year ended 31st March, 2013.

FINANCIAL RESULTS:

(Rs. In Lacs) Year Ended Year Ended 31-3-2013 31-3-2012

Revenue from Operations 69579.06 51716.92

Profit Before Finance Cost, Depreciation & Amortisation & Tax 6617.55 5301.66

Less : Finance Costs 2536.68 2368.01

Depreciation & Amortisation 739.93 694.35

3276.61 3062.36

Profit Before Tax 3340.94 2239.30

Less : Provision for Taxation 1056.36 646.94

Net Profit After Tax 2284.58 1592.36

Balance Brought Forward from last year 11253.47 10524.17

Surplus available for Appropriation 13538.05 12116.53

Less : Proposed Dividend 532.92 484.47

Tax on Dividend 90.57 78.59

General Reserve 1000.00 300.00

1623.49 863.06

Surplus Carried to Balance Sheet 11914.56 11253.47

PERFORMANCE REVIEW :

Your Company''s operations of its various projects under execution 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 grown by 34.54% to Rs. 69,579.06 Lacs as compared to Rs. 51,716.92 Lacs of the previous year. The profit after tax for the year at Rs. 2,284.58 Lacs was higher by 43.47% as compared to Rs. 1,592.36 Lacs of the previous year.

DIVIDEND :

Your Directors are pleased to recommend a dividend of Rs. 2.20/- per share of Rs. 2/- each (110%) as against Rs. 2/- per share of Rs. 2/- each (100%) for the previous year; payable to those equity shareholders whose names stand registered in the books of your Company as on the book closure date.

The total equity dividend together with the dividend tax will absorb Rs. 623.49 Lacs.

FINANCE :

During the year under review, liquidity position of your Company was maintained satisfactorily and optimum utilisation of financial resources was achieved. Increase in the business volume necessitated increased borrowings. Further slow release of funds in few projects by the Project Authorities against the completed portion of the work at times, created strains on cash flows to some extent. However your Company endeavoured to resort to the cheaper sources of finances to control borrowing cost. As a consequence thereof, the Company could manage to keep effective cost of borrowings under control.

The Company has been prompt in meeting the obligations towards its bankers and other trade creditors.

INCOME TAX ASSESSMENT:

The Income Tax assessment of your Company has been completed till Assessment Year 2010-11. The Company''s appeals against the assessment orders for various financial years are pending with the Appellate Authorities. The amount of disallowance involved in various appeals is Rs. 6,031.20 Lacs, on which adequate provision has been made in the accounts. The major dispute is with regard to the claim u/s 80IA of the Income Tax Act, 1961, in respect of execution of eligible infrastructure projects of water, sewerage and irrigation.

The Company''s appeal for Assessment Year 2003-04, has been decided by the Income Tax Appellate Tribunal in its favour against which Income Tax Department has filed appeal in Honourable Bombay High Court and it is pending for adjudication. In view of retrospective amendment made by Finance Act, 2009 to Section 80IA of the Income Tax Act, 1961, your Company has made necessary provision in the accounts, as a matter of abundant caution, equivalent to the Income Tax refund received and interest payable thereon.

In respect of the re-opening of the assessment for the Assessment Year 2004-05, the Special Leave Petition (SLP) of the Company was pending in the Honourable Supreme Court of India for admission. The Supreme Court on hearing gave direction to CIT (Appeals). Accordingly, CIT(Appeals) has decided the matter partly in favour of the Company allowing claim of Rs.16.44 Crores made u/s 54(EC) and the matter relating to valuation of Wadala land amounting to Rs.1.98 Crores was decided in favour of the Income Tax dept. The Company has preferred an appeal before Tribunal, Mumbai which is pending.

Further, the Income Tax appeals for Assessment Years 2009-10 & 2010-11 have been partly decided in favour of the Company by Commissioner of Income Tax (Appeals). Accordingly your Company has received relief of Rs. 70.60 Lacs which was earlier disallowed. However for the Assessment Year 2009-10, Income Tax Department has filed an appeal before Income Tax Appellate Tribunal, which is pending.

FACTORIES :

During the year under review, the Company has set up a new factory near Dhule, Maharashtra for manufacturing Prestressed Concrete pipes, Bar Wrapped Steel Cylinder pipes, Prestressed Concrete Cylinder pipes and Steel pipes at a total investment of Rs. 1,838 Lacs.

The total number of factories of the Company as at the end of period under report stand at 22.

CORPORATE GOVERNANCE :

The Company has implemented procedures and adopted practices in conformity with the code of Corporate Governance as provided in the amended Clause 49 of the Listing Agreement with the Stock Exchanges. The Company has also implemented Code of Conduct for all its Non-Executive Directors and Executive Directors and Senior Management Personnel of the Company, 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 thereto.

PUBLIC DEPOSITS AND LOANS/ADVANCES:

An aggregate amount of Rs. 1.95 Lacs representing 13 fixed deposits had matured but remained unclaimed as at 31st March, 2013 pending instructions from the depositors concerned. Since then no instructions for repayment of matured fixed deposits have been received.

The Company has no loans / advances and investments in its own shares by listed Companies, their subsidiaries, associates etc. as required to be disclosed in the annual accounts of the companies pursuant to Clause 32 of the Listing Agreement.

Further, in conformity with the aforesaid Clause, the Cash Fow Statement for the year ended 31st March, 2013 is annexed hereto.

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

Information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to foregoing matters, wherever applicable, is given by way of an Annexure and forms part of this report.

A. Conservation of Energy :

Effective control measures/systems to conserve energy are already in force at Company''s establishments. Consciousness of energy conservation is also cultivated among the employees to optimise the use of Electricity / Fuel etc.

Total energy consumption and energy consumption per unit as per Form A of Annexure to the Rules applicable to certain Industries specified in the schedule thereto :

Not Applicable.

B. Technology Absorption, Adaptation and Innovation:

The required information in the prescribed form under the Companies Act, 1956 in respect of technology absorption is given in the Annexure forming part of this report.

C. Foreign Exchange Outgo and Earnings:

The required information in respect of foreign exchange outgo and earnings have been given in the Note No. 2.42 and 2.43 respectively forming part of the Accounts for the Financial Year ended 31st March, 2013.

DIRECTORS :

In accordance with the provisions of the Companies Act, 1956 and Article 152 of the Articles of Association of the Company, Ms. Jyoti R. Doshi and Mr. Rajendra M. Gandhi, Directors of the Company, retire by rotation and being eligible, offer themselves for re-appointment.

Your Board of Directors have re-appointed Mr. Rajas R. Doshi as Chairman & Managing Director of the Company for a further period of five years with effect from 1st July, 2013 in view of his valuable contribution to the progress of the Company. The Board recommends to the Shareholders the Special Resolution under item No.6 of the Notice of this Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As required under Section 217(2AA) of the Companies Act, 1956 the Board of Directors hereby confirm that:

1. in the preparation of the Annual Accounts for the financial year ended 31st March, 2013, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

2. 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 March, 2013 and of the profit of the Company for the year ended on that date;

3. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. the Annual Accounts for the financial year ended 31st March, 2013 have been prepared on a going concern basis.

PARTICULARS OF EMPLOYEES :

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 forms part of this Report. However, as per provisions of Section 219(1)(b)(iv) of the Companies Act, 1956 the Report and Accounts are being sent to the Shareholders excluding the aforesaid information. Any Shareholder interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

AUDITORS :

M/s. K. S. Aiyar & Co., Chartered Accountants retires as auditors of the Company and have given their consent for re-appointment.

As required under Section 224 (1B) of the Companies Act. 1956, the Company has obtained a written certificate from M/s. K. S. Aiyar & Co. Statutory Auditors proposed to be re-appointed to the effect that their re- appointment, if made, would be in conformity with the limits specified in the said section.

You are requested to re-appoint the retiring Statutory Auditors of the Company for the financial year 2013-14.

BRANCH AUDITORS :

M/s. Brahmayya & Co., Chartered Accountants, Hyderabad, retires as Branch Auditors of the Company and have given their consent for re- appointment.

You are requested to re-appoint M/s. Brahmayya & Co., Chartered Accountants as Branch Auditors u/s 228 of the Companies Act, 1956, to carry out Branch Audit, Limited Review and Tax Audit of the Company''s Factories, Projects and Project Offices in the State of Andhra Pradesh for the financial year 2013-14 and also authorise Board of Directors to appoint Branch Auditors in other States.

COST AUDITOR :

In terms of the Order No.52/26/CAB-2010 dated 6th November, 2012, the Board has appointed Mr. V. V. Deodhar, Cost Accountant as Cost Auditor u/s 233 (B) of the Companies Act, 1956 for carrying out (i) audit of cost accounts of the Company relating to "Steel" and "Cement" products manufactured by the Company for the financial year 2013-14 and (ii) issuance of Cost Compliance Report required under The Companies (Cost Accounting Records) Rules, 2011 for the year ending 31st March, 2014.

As required under the provision of Section 224(1B) of the Companies Act, 1956, the Company has obtained a written certificate from the Cost Auditor to the effect that the appointment, if made, would be in conformity with the limits specified in the said Section.

INDUSTRIAL RELATIONS :

The Company is having total strength of 1220 employees as on 31st March, 2013 working at various locations such as Factories / Projects / Head Office and Research & Development Department, Mumbai.

Industrial relations with the workmen at various units of the Company were by and large remained peaceful and cordial.

ACKNOWLEDGEMENTS :

Your Directors record their gratitude to the Shareholders, Customers, Bankers, Government Departments, Vendors and Sub-contractors for their continued support and co-operation during the year.

Your Directors also wish to place on record their appreciation of the services rendered by the employees of the Company.

Wishing you all good health, wealth and prosperity.

For and on behalf of the Board of Directors,

Rajas R. Doshi

Chairman & Managing Director

Registered Office:

Construction House,

2nd floor, 5, Walchand

Hirachand Road, Ballard

Estate, Mumbai - 400 001

Date : 29th May, 2013


Mar 31, 2012

The Directors are pleased to present to you the Annual Report on the business operations of the Company together with the Audited Statement of Account for the Financial Year ended 31st March, 2012.

FINANCIAL RESULTS:

(Rs.In Lacs)

Year Ended Year Ended 31-3-2012 31-3-2011

Revenue from operations 51716.92 64852.90

Profit Before Finance Cost, Depreciation & Amortisation & Tax 5301.66 7034.06

Less: Finance Costs 2368.01 2058.93

Depreciation & Amortisation 694.35 739.62

3062.36 2798.55

Profit Before Tax 2239.30 4235.51

Less: Provision for Taxation 646.94 1438.56

Profit Before Earlier Years Tax 1592.36 2796.95

Net Profit After Tax 1592.36 2796.95

Transfer from Debenture Redemption Reserve - 500.00

Balance Brought Forward from last year 10524.17 8790.28

Surplus available for Appropriation 12116.53 12087.23

Less: Proposed Dividend 484.47 484.47

Tax on Dividend 78.59 78.59

General Reserve 300.00 1000.00

863.06 1563.06

Surplus Carried to Balance Sheet 11253.47 10524.17

PERFORMANCE REVIEW :

The financial performance of the Company during the financial year 2011-12 reflects the difficult economic and business environment. As a consequence of certain unexpected economic developments which were beyond the control of management, mainly due to slow down of the economy, the expected cash flows have not materialized for the Company. Further there was uncertainty on the policy front. This has resulted in poor order inflow and drop in turnover growth. Consequently your Company's operations of its various projects under execution witnessed decline in profits in spite of continued efforts to reduce costs and improve yield as also bettering the productivity levels.

During the year under review, the revenue from operations reduced by 20.25% to Rs 51,716.92 Lacs as compared to Rs 64,852.90 Lacs of the previous year. The profit after tax for the year at Rs 1,592.36 Lacs was less as compared to Rs 2,796.95 Lacs of the previous year.

DIVIDEND :

Your Directors are pleased to recommend a dividend of Rs 2/- per share of Rs 2/- each (100%) as against Rs 2/- per share of Rs 2/- each (100%) for the previous year; payable to those equity shareholders whose names stand registered in the books of your Company as on the book closure date.

The total equity dividend together with the dividend tax will absorb Rs 563.06 Lacs.

FINANCE :

During the year under review, liquidity position of your Company was maintained satisfactorily and optimum utilisation of financial resources was achieved. Though at the year end position of borrowings shows reductions, slow release of funds from the Project Authorities against the completed portion of the work created strains on cash flows to some extent. However your Company endeavoured to resort to the cheaper sources of finances to control borrowing cost. Thus inspite of number of times interest hike by Reserve Bank of India and firming up of the lending rates by the lenders as a consequence thereof, the Company could manage to keep effective cost of borrowings under control.

The Company has been prompt in meeting the obligations towards its bankers and other trade creditors.

INCOME TAX ASSESSMENT :

The Income Tax assessment of your Company has been completed till Assessment Year 2009-10. The Company's appeals against the assessment orders for various financial years are pending with the Appellate Authorities. The amount of disallowance involved in various appeals is Rs 5,793.58 Lacs, on which necessary provision has been made in accounts. The major dispute is with regard to the claim made under Section 80IA of the Income Tax Act, 1961, in respect of execution of eligible infrastructure projects of water, sewerage and irrigation.

The Company's appeal for Assesment Year 2003-04, has been decided by the Income Tax Appellate Tribunal in its favour, but the Income Tax Department has filed appeal in Honourable Bombay High Court and it is pending. In view of retrospective amendment made by Finance Act, 2009 to Section 80IA of the Income Tax Act, 1961, your Company has made necessary provision in accounts, as a matter of abundant caution, equivalent to the Income Tax refund received and interest payable thereon.

Further, the Income Tax Appeal for Assessment Year 2008-09 has been partly decided in favour of your Company by Commissioner of Income Tax (Appeal). Accordingly your Company has received relief of Rs 41.58 Lacs which was earlier disallowed. However Income Tax Department has filed an appeal before Income Tax Appellate Tribunal against the order of Commissioner of Income Tax (Appeal).

FACTORIES / PROJECTS:

During the year, the Company has purchased land near Dhule, Maharashtra for setting up pipe manufacturing factory. The new factory will commence production during the current financial year.

The Company has closed its factories at Solapur and Coimbatore and surrendered the leasehold land to the owners.

Thus the total number of factories of the Company as at the end of period under report stand at 22.

The Company had reported in the Annual Report 2010-11 about stoppage of production and sales of Air Rifles and Air Pistols at Company's factory at Vatva, Gujarat in view of the Order and Judgement dated 20th May, 2011 of the Honourable Delhi High Court. The said Order and Judgement has been challenged in the Honourable Supreme Court of India. In an Interim Order dated 4th January, 2012, the Apex Court has stayed the said Order and Judgement dated 20th May, 2011 pursuant to Special Leave Petitions filed by the Associations and Govt. of India. Accordingly the Company has resumed manufacturing and selling of Air Rifles and Air Pistols from 7th January, 2012 at its Vatva factory.

CORPORATE GOVERNANCE:

The Company has implemented procedures and adopted practices in conformity with the code of Corporate Governance as provided in the amended Clause 49 of the Listing Agreement with the Stock Exchanges. The Company has also implemented Code of Conduct for all its Non- Executive Directors and Executive Directors and Senior Management Personnel of the Company, 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 thereto.

puBLIC DEpOSITS AND LOANS/ADVANCES:

An aggregate amount of Rs 8.43 Lacs representing 47 fixed deposits had matured but remained unpaid / unclaimed as at 31st March, 2012 pending instructions from the depositors concerned. Since then 18 fixed deposits aggregating Rs 3.38 Lacs have been repaid / renewed.

The Company has no loans / advances and investments in its own shares by listed Companies, their subsidiaries, associates etc. as required to be disclosed in the annual accounts of the companies pursuant to Clause 32 of the Listing Agreement.

Further, in conformity with the aforesaid Clause, the cash flow statement for the year ended 31st March, 2012 is annexed hereto.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORpTION AND FOREIGN EXCHANGE EARNINGS AND OuTGO :

Information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to foregoing matters, wherever applicable, is given by way of an Annexure and forms part of this report.

[a] Conservation of Energy :

Effective control measures/systems to conserve energy are already in force at Company's establishments. Consciousness of energy conservation is also cultivated among the employees to optimise the use of Electricity / Fuel etc.

[b] Technology absorption, Adaptation and Innovation:

The required information in the prescribed form under the Companies Act, 1956 in respect of technology absorption is given in the Annexure forming part of this report.

[c] Foreign Exchange Earnings and Outgo :

The required information in respect of foreign exchange earnings and outgo has been given in the Notes forming part of the Accounts for the Financial Year ended 31st March, 2012.

DIRECTORS :

In accordance with the provisions of the Companies Act, 1956 and Article 152 of the Articles of Association of the Company, Mr. Ajit Gulabchand, Mr. N. Balakrishnan and Mr. Vijay Kumar Jatia Directors of the Company, retire by rotation and being eligible, offer themselves for re-appointment.

Mr. Mayur R. Doshi is appointed as an Additional Director of the Company by the Board of Directors w.e.f.28th May, 2012 and designated as an Executive Director of the Company from 28th May, 2012 to 31st March, 2016. In terms Section 260 of the Companies Act, 1956 he will cease to be a Director of the Company at the forthcoming Annual General Meeting of the Company and will be eligible for appointment as Director. A notice in writing under Section 257 of the Companies Act, 1956 has been received from a Member signifying his intention to propose Mr. Mayur R. Doshi as Director of the Company at the ensuing Annual General Meeting. Mr. Mayur R. Doshi has been responsible for Company's business in Maharashtra, Gujarat & Karnataka and heading R & D Division. He is instrumental in setting up and implementing ERP modules for the Company.

The Board of Directors of the Company at their meeting held on 28th May, 2008, in pursuance of the recommendation of the Remuneration Committee, had reappointed Mr. Rajas R. Doshi as Chairman & Managing Director of the Company for a further period of five years with effect from 1st July, 2008 to 30th June, 2013 and the Shareholders of the Company had approved the same at the Annual General Meeting held on 30th July, 2008. The Board of Directors at their meeting held on 31st January, 2012, in pursuance of the recommendation of the Remuneration Committee, has approved the payment of estimated remuneration as 'Minimum Remuneration to Mr. Rajas R. Doshi, Chairman & Managing Director of the Company for the financial year 2011-12 and for the remainder of his term up to 30th June,

2013 in the event of inadequate profits or loss during the said financial years.

directors' responsibility statement:

As required under Section 217(2AA) of the Companies Act, 1956 the Board of Directors hereby confirm that:

1. in the preparation of the Annual Accounts for the financial year ended 31st March, 2012, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

2. 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 March, 2012 and of the profit of the Company for the year ended on that date;

3. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. the Annual Accounts for the financial year ended 31st March, 2012 have been prepared on a going concern basis.

particulars OF employees :

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 forms part of this Report. However, as per provisions of Section 219(1)(b)(iv) of the Companies Act, 1956 the Report and Accounts are being sent to the Shareholders excluding the aforesaid information. Any Shareholder interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

AUDITORS :

M/s. K. S. Aiyar & Co., Chartered Accountants retires as auditors of the Company and have given their consent for re-appointment.

As required under Section 224 (1B) of the Companies Act. 1956, the Company has obtained a written certificate from M/s. K. S. Aiyar & Co. Statutory Auditors proposed to be re-appointed to the effect that their re- appointment, if made, would be in conformity with the limits specified in the said section.

You are requested to re-appoint the retiring Statutory Auditors of the Company for the financial year 2012-13.

BRANCH AUDITORS :

M/s. Brahmayya & Co., Chartered Accountants, Hyderabad, retires as Branch Auditors of the Company and have given their consent for re- appointment.

You are requested to re-appoint M/s. Brahmayya & Co., Chartered Accountants as Branch Auditors u/s 228 of the Companies Act, 1956, to carry out Branch Audit, Limited Review and Tax Audit of the Company's Factories, Projects and Project Offices in the State of Andhra Pradesh for the financial year 2012-13 and also authorise Board of Directors to appoint Branch Auditors in other States.

COST AUDITOR :

In terms of the Cost Audit Notification the Board has appointed Mr. V. V. Deodhar, Cost Accountant as Cost Auditor u/s 233 (B) of the Companies Act, 1956 for carrying out (i) audit of cost accounts of the Company for the financial year 2012-13 relating to pipes and cement products manufactured by the Company and (ii) undertaking work of Cost Compliance Report applicable to Air Rifles business and pipe laying and jointing activities of the Company for the financial year 2012-13.

As required under the provision of Section 224(1B) of the Companies Act, 1956, the Company has obtained a written certificate from the Cost auditor to the effect that the appointment, if made, would be in conformity with the limits specified in the said Section.

INDUSTRIAL RELATIONS :

The Company is having total strength of 1232 employees as on 31st March, 2012 working at various locations such as Factories / Projects / Head Office and Research & Development Department, Mumbai.

Industrial relations with the workmen at various units of the Company were by and large remained peaceful and cordial.

ACKNOWLEDGEMENTS :

Your Directors record their gratitude to the Customers, Bankers, Government Departments, Vendors and Works Sub-contractors for their continued support and co-operation during the year.

Your Directors also wish to place on record their appreciation of the services rendered by the employees of the Company.

Wishing you all good health, wealth and prosperity.

For and on behalf of the Board of Directors,

Rajas R. Doshi

Chairman & Managing Director

Registered Office:

Construction House, 2nd floor, 5, Walchand Hirachand Road,

Ballard Estate, Mumbai - 400 001

Date : 28th May, 2012


Mar 31, 2010

The Directors are pleased to present to you the Annual Report on the business operations of the Company together with the Audited Statement of Accounts for the Financial Year ended 31st March, 2010.

FINANCIAL RESULTS:

(Rs. In Lacs) Year Ended Year Ended 31-3-2010 31-3-2009

Income from Operations 67564.54 66534.80

Profit Before Interest, Depreciation & Tax 7623.45 5488.22

(PBIDTA)

Less: Interest 1891.21 1655.56

Depreciation 671.70 491.30

2562.91 2146.86

Profit Before Tax 5060.54 3341.36

Less: Provision for Taxation 1798.00 1209.00

Profit Before Earlier Years Tax 3262.54 2132.36

Add/(Less): Earlier Years Tax (405.24) 398.53

Net Profit After Tax 2857.30 2530.89

Add: TransferfromGeneralReserveNo. Nil 397.89

Balance Brought Forward from last year 7301.90 6352.80

Surplus available for Appropriation 10557.09 8883.69

Less: Proposed Dividend 484.47 411.80

Tax on Dividend 82.34 69.99

General Reserve No.l 700.00 700.00

General Reserve No.ll - 400.00

Debenture Redemption Reserve 500.00 -

1766.81 1581.79

Surplus Carried to Balance Sheet 8790.28 7301.90

PERFORMANCE REVIEW:

Your Companys operations of its various projects under execution 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 income from operations marginally grew by 1.55% to Rs.67,564.54 Lacs as compared to Rs.66,534.80 Lacs of the previous year. The profit after taxfor the year at Rs.2,857.30 Lacs was higher compared to Rs.2,530.89 Lacs of the previous year signifying a growth of 12.90%. The prior years Adjustments and Exceptional Items on account of Income Tax provision of earlier year was Rs.405.24 Lacs as compared to Income Tax Refund of Rs.398.53 Lacs of the previous year.

DIVIDEND:

Your Directors are pleased to recommend a dividend of Rs.10/- per share (100%) as against Rs.8.50 per share (85%) for the previous year; payable to those equity shareholders whose names stand registered in the books of your Company as on the book closure date.

The total equity dividend together with the dividend tax will absorb Rs. 566.81 Lacs.

FINANCE:

During the year under review, the liquidity position of your Company was maintained satisfactorily and optimum utilisation of financial resources was achieved. Due to slower realisation from the Project Authorities, overall borrowings increased. Despite the Management resorting to cheaper sources of finance due to increased borrowings, interest cost had gone up. The Company has been prompt in meeting obligations towards its bankers and other trade creditors. The Company had issued Commercial Papers of Rs.10 Crores which has since been repaid on maturity. The Company had also issued Secured Redeemable Non-Convertible Debentures of Rs.20 Crores having a tenure of 360 days to LIC Mutual Fund maturing in the current financial year. As required under the Companies Act, 1956, the Company has created Debenture Redemption Reserve.

INCOME TAX ASSESSMENT:

The Income Tax assessment of your Company has been completed till financial year 2006-07. The Companys appeals against the assessment orders for various financial years are pending with the Appellate Authorities. The amount involved in the appeal is Rs.3,932.71 Lacs which comprise of major dispute with regard to claim under Section 80IA of the Income Tax

Act in respect of execution of eligible infrastructure water, sewerage and irrigation projects. The Company has, however made necessary provision in the accounts. Though the Companys appeal has been decided in its favour by the Income Tax Appellate Tribunal for the financial year 2002-03, the Income Tax Department has filed appeal before the Honble Bombay High Court. The appeal is pending for adjudication.

FACTORIES / PROJECTS:

During the year, the Company has purchased a small plot of adjacent land to its existing factory at Miraj in Maharashtra for expanding its business activities.

During the year, the Company has closed down its factory at Raichur in Karnataka State.

Thus the total number of factories / project establishments of the Company as at the end of period under report stand at 28.

CORPORATE GOVERNANCE:

The Company has implemented procedures and adopted practices in conformity with the code of Corporate Governance as provided in the amended Clause 49 of the Listing Agreement with the Stock Exchanges. The Company has also implemented Code of Conduct for all its Non- Executive Directors and for Executive Directors and Senior Management Personnel of the Company, 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 thereto.

SUB-DIVISION OF FACE VALUE OF SHARES

With a view to improve liquidity in Companys Shares on the stock market, a resolution is proposed for consideration of the shareholders at the ensuing Annual General Meeting for sub-division of the nominal face value of existing one Equity Share of Rs.10/- into five Equity Shares of Rs.2/- each.

PUBLIC DEPOSITS AND LOANS/ADVANCES:

An aggregate amount of Rs.10,49,000/- representing 65 fixed deposits had matured but remained unpaid / unclaimed as at 31 st March, 2010 pending instructions from the depositors concerned. Since then 15 fixed deposits aggregating Rs.2,95,000/- have been repaid.

The Company has no loans / advances and investments in its own shares by listed Companies, their subsidiaries, associates etc. as required to be disclosed in the annual accounts of the companies pursuant to Clause 32 of the Listing Agreement.

Further, in conformity with the aforesaid Clause, the cash flow statement for the year ended 31st March, 2010 is annexed hereto.

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

Information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to foregoing matters, wherever applicable, is given by way of an Annexure and forms part of this report.

[a] Conservation of Energy :

Effective control measures/systems to conserve energy are already in force at Companys establishments. Consciousness of energy conservation is also cultivated among the employees to optimise the use of Electricity / Fuel etc.

[b] Technology absorption, Adaptation and Innovation:

The required information in the prescribed form under the Companies Act, 1956 in respect of technology absorption is given in the Annexure forming part of this report.

[c] Foreign Exchange Earnings and Outgo :

The required information in respect of foreign exchange earnings and outgo has been given in the Notes forming part of the Accounts for the Financial Year ended 31 st March, 2010.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and Article 152 of the Articles of Association of the Company Ms. Jyoti R. Doshi and Mr. Rajendra M. Gandhi Directors of the Company, retire by rotation and being eligible, offer themselves for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 217(2AA) of the Companies Act, 1956 the Board of Directors hereby confirm that:

1. in the preparation of the Annual Accounts for the financial year ended 31st March, 2010, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

2. 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 31 st March, 2010 and of the profit of the Company for the year ended on that date;

3. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. the Annual Accounts for the financial year ended 31st March, 2010 have been prepared on a going concern basis.

PARTICULARS OF EMPLOYEES :

Information as per Section 217{2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 forms part of this Report. However, as per provisions of Section 219(1)(b)(iv) of the Companies Act, 1956 the Report and Accounts are being sent to the Shareholders excluding the aforesaid information. Any Shareholder interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

AUDITORS:

M/s. K. S. Aiyar & Co., Chartered Accountants bearing ICAI Registration No. 100186W retire as auditors of the Company at the ensuing Annual General Meeting and have given their consent for re-appointment.

As required under Section 224 (1B) of the Companies Act. 1956, the Company has obtained a written certificate from M/s. K. S. Aiyar & Co. Statutory Auditors proposedto be re-appointed to the effect that their re- appointment, if made, would be in conformity with the limits specified in the said section.

You are requested to re-appoint the retiring Statutory Auditors of the Company for the financial year 2010-11.

BRANCH AUDITORS :

M/s. Brahmayya & Co., Chartered Accountants, Hyderabad, retire as Branch Auditors of the Company and have given their consent for re-appointment.

You are requested to re-appoint M/s. Brahmayya & Co., Chartered Accountants as Branch Auditors u/s 228 of the Companies Act, 1956, to carry out Branch Audit, Limited Review and Tax Audit of the Companys Factories, Projects and Project Offices in the State of Andhra Pradesh for the financial year 2010-11 and also authorise Board of Directors to appoint Branch Auditors in other States,

COST AUDITOR:

As required under the provision of Section 224 (1B) of the Companies Act, 1956, the Company has obtained a written certificate from the Cost Auditor to the effect that the appointment, if made, would be in conformity with the limits specified in the said section.

The Company has submitted application u/s 233(B) of the Companies Act, 1956 to the Central Government, Ministry of Corporate Affairs, New Delhi for re-appointment of Mr. V. V. Deodhar, Cost Accountant as Cost Auditor, for the financial year 2010-11 to do the Cost Audit in respect of one of the Companys products, viz. Steel Pipes. The approval has been received.

INDUSTRIAL RELATIONS:

The Company is having total strength of 1,711 employees as on 31 st March, 2010 working at various locations such as Factories / Projects / Head Office and Research & Development Department, Mumbai.

Industrial relations with the workmen at various units of the Company were by and large remained peaceful and cordial.

ACKNOWLEDGEMENTS:

Your Directors record their gratitude to the Customers, Bankers, Government Departments, Vendors and Works Sub-contractors for their continued support and co-operation during the year.

Your Directors also wish to place on record their appreciation of the services rendered by the employees of the Company.

Wishing you all good health, wealth and prosperity.

For and on behalf of the Board of Directors,

Rajas R. Doshi

Chairman & Managing Director

Registered Office: Construction House,

2nd floor, 5, Walchand Hirachand

Road, Ballard Estate, Mumbai - 400 001

Date :26th May, 2010

 
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