Mar 31, 2018
BOARDS REPORT
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 Financial Statements of Accounts for the Financial Year ended 31st March, 2018.
FINANCIAL RESULTS:
(As per IND AS)
(Rs, in Lakhs)
Year Ended |
Year Ended |
|
31-03-2018 |
31-03-2017 |
|
Revenue from Operations |
1,55,138.25 |
1,81,250.49 |
Profit Before Finance Cost, Depreciation & Amortization & Tax |
15,410.80 |
20,923.81 |
Less: Finance Costs |
4,288.46 |
4,570.62 |
Depreciation & Amortization |
1,084.13 |
1,052.69 |
Profit Before Tax |
10,038.21 |
15,300.50 |
Less: Provision for Taxation |
3,431.94 |
5,332.86 |
Net Profit After Tax |
6,606.27 |
9,967.64 |
Add/(Less): Other Comprehensive Income |
91.91 |
(15.45) |
Total Comprehensive Income carried out to Other Equity |
6,698.18 |
9,952.19 |
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 2017-18 under review, the Revenue from Operations is less at Rs, 1,55,138.25 Lakhs as compared to Rs, 1,81,250.49 Lakhs of the previous year. The profit before tax for the year at Rs, 10,038.21 Lakhs after considering sales tax demands of prior years amounting to Rs, 3,033 Lakhs was less as compared to Rs, 15,300.50 Lakhs of the previous year. The profit after tax for the year at Rs, 6,606.27 Lakhs was less as compared to Rs, 9,967.64 Lakhs of the previous year. This was due to less turnover because of less order inflow and some disruptions due to GST introduction.
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, 3.40 per equity share of face value of Rs, 2/- each (170%) for the financial year ended 31st March, 2018 on paid-up share capital of the Company as against Rs, 3.40 per equity share of face value of Rs, 2/- each for the previous financial year ended 31st March, 2017. The Dividend, subject to the approval of the Members at the 92nd Annual General Meeting convened on 20th July, 2018 will be paid on or after 24th July, 2018 to those Members whose names appears in the Registered of Members as on the date of Book Closure i.e. Tuesday, 10th July, 2018. The Dividend of Rs, 3.40 per equity share of Rs, 2/- each together with Dividend Distribution Tax will amount to Rs, 1,985.79 Lakhs.
SHARE CAPITAL:
During the year, the Company has increased the Authorised Share Capital of the Company from Rs, 10,00,00,000/- (Ten Crores) divided into 5,00,00,000
Equity Shares of Rs, 2/- each to Rs, 20,00,00,000/- (Twenty Crores) divided into 10,00,00,000 Equity Shares of Rs, 2/- each. The Issued, Subscribed and Paid up Capital stood at Rs, 968.94 Lakhs as on March 31, 2018 consisting of 4,84,47,170 Equity shares of Rs, 2 /- each.
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.
The Company had a cordial relationship with its Bankers and trade creditors and has been prompt in meeting obligations towards them.
The Company continued to enjoy high credit rating from the External credit Agency and Banks during the year under review.
INCOME TAX ASSESSMENT:
The income tax assessment of your Company has been completed till assessment year 2015-16. The appeals filed by the Company, 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 Rs, 18,382.03 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 Rs, 17,996.21 Lakhs pertains to the disallowance made u/s 80IA of the I.T. Act, 1961. The balance amount of Rs, 385.82 Lakhs pertains to other items of disallowance such as sec. 14A disallowance, land valuation of Wadala property. The necessary provision for tax of Rs, 6,221.31 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 Rs, 1068.27 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 Rs, 392.59 Lakhs on the claim of Rs, 1068.27 Lakhs has been made in the accounts, hence there is no tax liability. The issue involved for the AY 2008-09 & A.Y 2010-11 is with regard 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 the Company will have to make provision of tax of Rs, 31.78 Lakhs.
FACTORIES:
The total number of factories of the Company as at the end of the year stands at 21.
DEVELOPMENT OF LAND:
The development of CompanyRs,s land at Hadapsar (Pune), Wadala (Mumbai) and Badarpur (New Delhi) are at initial stages of obtaining development related approvals from the various 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 Board''s 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 July, 2009 and stopped accepting / renewing deposits since then. Accordingly, the Company has repaid all those deposits together with interest thereon as and when they matured on their respective due dates on fixed deposit holders claiming the same.
An aggregate amount of Rs, 0.65 Lakhs representing 3 fixed deposits that had matured, the last one being matured in February, 2012 and all these 3 fixed deposits remained unclaimed as at 31st March, 2018. 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 for the year ended 31st March, 2018.
CORPORATE SOCIAL RESPONSIBILITY:
The Corporate Social Responsibility (CSR) Policy of the Company and the CSR programs/activities undertaken during the financial year 2017-18 are set out in âAnnexure Aâ and forms part of the Board''s 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 there under the Company has incurred CSR expenditure of Rs, 180.88 Lakhs for the financial year 2017-18 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:
Rs, 11 Lakhs towards corpus donation to SDJMIMC Trust (R) Shravanabelagola.
Rs, 10 Lakhs to Swachh Bharat Kosh set-up by the Central Government for the promotion of sanitation.
Rs, 6.45 Lakhs to Rotary Foundation, Charitable Organization.
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 RELATED TO FINANCIAL STATEMENTS:
The Company has in place adequate internal financial controls with reference to financial statements to provide reasonable assurances with regard to recording and providing financial information complying with the applicable accounting standards.
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:
There is no change in the nature of business during the year under review.
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:
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 per provisions of the Companies Act, 2013, rules there under and SEBI (LODR) 2015 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, 2018 are provided in the Extract of the Annual Return forming part of this report.
The Board of Directors have re-appointed Mr. Rajas R. Doshi as Managing Director designated as Chairman and Managing Director for a further period of 5 years from 1st July, 2018 to 30th June, 2023. The details of his remuneration and terms and conditions are given in the Notice and Explanatory Statement.
As per Section 152 of the Companies Act, 2013, Ms. Jyoti R Doshi, Director. of the Company, retire by rotation at the ensuing AGM and offers herself for re-appointment.
Profile of Ms. Jyoti R Doshi is given in the Notes to the notice of AGM of the Company.
As per Notification dated 9th May 2018 issued by SEBI amending certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, it requires passing of special resolution by the Company for continuation of Non-Executive Director who has attained the age of seventy five years. This amendment will come into effect from 1st April, 2019. Mr. N. Balakrishnan and Mr. P D. Kelkar, Non-Executive Independent Directors are 80 years and 84 years respectively. They were appointed as Independent Directors w.e.f. 16th March 2015 and 4th August, 2015 respectively for a period of 5 years. Their tenure as Independent Directors is upto 15th March, 2020 and 3rd August, 2020 respectively. The Board feels their continuation as Independent Directors of the Company will be in the interest of the Company and has therefore recommended their continuation as Independent Directors till their foretasted term even though they have attained the age of 75 years. The special resolutions to that effect is included in the notice of the ensuing AGM. The Board recommends the same to the Members.
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 composition of the Audit Committee as given in the Corporate Governance Report is in alignment with Section 177 of the Companies Act, 2013, Rules thereunder and Listing Regulations. The members of the Audit Committee are financial literate and have experience in financial management. All the recommendations made by the Audit Committee have been accepted by the Board of Directors.
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 DIRECTORSâ MEETING:
In terms of Section 149, Schedule IV of the Companies Act, 2013 and SEBI (LODR) Regulations 2015, the Independent Directors met on 28th March 2018 without the attendance of Non-Independent Directors and Members of Management of the Company and reviewed the:
i) performance of Non-Independent Directors and the Board of Directors of the Company as a whole;
ii) performance of the Chairman of the Company, taking into account the views of Executive and Non-Executive 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 responsibilities 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 formulated and adopted the Remuneration policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is annexed as âAnnexure Bâ.
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 18th May, 2017, 12th September 2017, 7th December, 2017 and 8th February, 2018.
The Composition of Audit Committee is as under:
Sr. No. |
Name of the Member |
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 one meeting each of Nomination & Remuneration Committee and 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.
DIRECTORSâ RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134 of the Companies Act,
2013, the Directors state that:
a) in the preparation of the Annual Accounts for the financial year ended 31st March, 2018, the applicable Accounting Standards and Schedule
III of the Companies Act, 2013 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, 2018 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 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.
AUDITORSâ REPORT:
The Auditors'' Report to the Members on the Financial Statements Ind AS of the Company for the financial year ended 3181 March, 2018 is a part of this Annual Report. The Auditors Report for the financial year 31st March, 2018 does not contain any qualification, reservation or adverse remark.
AUDITORS:
STATUTORY AUDITORS:
The Members of the Company had at the 91st AGM held on 10th July, 2017 appointed M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, Mumbai, bearing ICAI Firm Registration No.117366W/W-100018, as Statutory Auditors of the Company 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 the aforesaid AGM).
Rule 3(7) of the Companies (Audit and Auditors) Rules, 2014 states that the appointment of the Auditor shall be subject to ratification by the Members at the every AGM held after the aforesaid AGM.
M/s. Deloitte Haskins & Sells LLP, Chartered Accountants have confirmed their eligibility and qualification as required under Section 139, 141 and other applicable provisions of the Companies Act, 2013, and Rules made there under.
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 2018-19 to conduct the audit of the cost records of applicable business of the Company on a remuneration of '' 1,20,000 /- also payment of GST as applicable and reimbursement of out of pocket expenses and/or travelling expenses as may be incurred by him, subject to ratification and confirmation of remuneration by the shareholders at the ensuing AGM.
SECRETARIAL AUDITOR:
Secretarial Audit for the financial year 2017-18 was conducted by Mr. J.
H. Ranade, Company Secretary in practice and Partner of M/s. JHR & 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 âAnnexure Câ. 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 2018-19.
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 âAnnexure Dâ.
RELATED PARTY TRANSACTIONS:
All related party transactions entered into during the financial year were in the ordinary course of business and on an arm''s length basis 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 âAnnexure Eâ. 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 as on 31st March, 2018 in Form MGT-9 is annexed herewith as âAnnexure Fâ.
PARTICULARS OF EMPLOYEES:
The information required under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Section 197 of the Act is attached as âAnnexure Gâ.
INDUSTRIAL RELATIONS:
The Company is having total strength of 1,433 permanent employees as on 31st March, 2018 working at various locations such as Factories / Projects/ Projects Offices/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.
PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE:
During the year under review, there were no complaints filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. Internal Complaints Committees have been set up to redress complaint(s) regarding sexual harassment.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
During the year under review, the Company has transferred Rs, 5,13,170/towards unclaimed dividend for the financial year 2009-10 to IEPF. In terms of Section 124(6) and IEPF Rules, 2016 of the Companies Act, 2013, the Company has transferred 2,72,002 Equity Shares to IEPF Authority of those shareholders who did not claim dividend for seven consecutive years. Further unclaimed matured fixed deposit(s) and unclaimed interest of Rs, 67,456/- on fixed deposits were also transferred to Investor Education and Protection Fund, in compliance with the provisions of Section 125 of the Companies Act, 2013, which remained unclaimed by the 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.
3. No fraud has been reported by the auditors to the Audit Committee or the Board.
4. The Company does not have any scheme or provision of money for the purchase ot its own shares by employees / Directors or by trustees for the benefit of the employees or Directors.
5. Applicable Secretarial Standards i.e SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'' respectively have been followed by the Company.
ACKNOWLEDGEMENTS:
Your Directors record their gratitude to the Shareholders, Customers, Bankers, Government Departments, Vendors, 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 : 23rd May, 2018
Mar 31, 2017
The 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:
(Rs. 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 & Amortization & Tax |
21,054.36 |
9,991.94 |
Less: Finance Costs |
4,771.21 |
4,526.05 |
Depreciation & Amortization |
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:
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 gone up by 91.66% to Rs.1,79,954.10 Lakhs as compared to Rs.93,893.91 Lakhs of the previous year. The profit after tax for the year at Rs.9,878.46 Lakhs was much higher by 239.47% as compared to Rs.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 capitalizing Free Reserves of the Company in the ratio of One fully paid equity share of Rs.2/- each for One fully paid equity share of Rs.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 Rs.9,68,94,340/divided into 4,84,47,170 equity shares of Rs.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 Rs.1/- per share of face value of Rs.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 Rs.2.40 per equity share of face value of Rs.2/- each (120%) for the financial year ended 31st March, 2017 on enhanced share capital. The Final Dividend, 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 Rs.3.40/- per equity share of Rs.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 Rs.1,982.54 Lakhs. Dividend of Rs.3.20 per equity share amounting to Rs.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-a-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.
INCOME TAX ASSESSMENT:
The Income Tax assessment of your Company has been completed till assessment year 2014-15. The appeals filed by your Company, 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 Rs.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 Rs.14,670.85 Lakhs pertains to the disallowance made u/s 80IA of the I.T. Act, 1961. The balance amount of Rs.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 Rs.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 Rs.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 Rs.392.59 Lakhs on the claim of Rs.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 Rs.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 July, 2009 and stopped accepting / renewing deposits since then. Accordingly, the Company has repaid all those deposits together with interest thereon as and when they matured on their respective due dates on fixed deposit holders claiming the same.
An aggregate amount of Rs.0.65 Lakhs representing 3 fixed 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 âAnnexure Aâ 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 there under the Company has incurred CSR expenditure of Rs.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:
Rs.10 Lakhs to Swachh Bharat Kosh set-up by the Central Government for the promotion of sanitation.
Rs.3.40 Lakhs to Rotary Foundation, Charitable Organization.
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:
There is no change in the nature of business during the year under review.
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:
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 DIRECTORSâ 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:
i) performance of Non-Independent Directors and the Board of Directors of the Company as a whole;
ii) performance of the Chairman of the Company, taking into account the views of Executive and Non-Executive 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 âAnnexure Bâ.
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.
DIRECTORSâ 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 March, 2017 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 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.
AUDITORSâ 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 there under, 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:
Secretarial Audit for the financial year 2016-17 was conducted by Mr. J.
H. Ranade, Company Secretary in practice and Partner of M/s. JHR &
Associates, Company Secretaries (formerly 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 âAnnexure Câ. 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 âAnnexure Dâ.
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 âAnnexure Eâ. 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 âAnnexure Fâ.
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 âAnnexure Gâ.
INDUSTRIAL RELATIONS:
The Company is having total strength of 1,329 permanent employees as on 31st March, 2017 working at various locations such as Factories / Projects/ Projects Offices/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.
PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE:
During the year under review, there were no complaints 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.4,22,518/- towards unclaimed dividend for the financial year 2008-09, Unclaimed sale proceeds of fractional shares arising out of issuance of bonus shares of Rs.54,939/-, Unclaimed redemption amount of preference shares of Rs.1,98,720/-, unclaimed matured fixed deposits and unclaimed interest of Rs.93,074.08 on fixed 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 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, Walchand Hirachand Road,
Ballard Estate, Mumbai - 400 001
Date : 18th May, 2017
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, 2011
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, 2011.
(Rs in Lacs)
FINANCIAL RESULTS
Year Ended Year Ended
31-3-2011 31-3-2010
Income from Operations 64595.66 67564.54
Profit Before Interest,
Depreciation & Tax (PBIDTA) 6719.36 7623.45
Less: Interest 1744.23 1891.21
Depreciation 739.62 671.70
2483.85 2562.91
Profit Before Tax 4235.51 5060.54
Less: Provision for
Taxation 1438.56 1798.00
Profit Before Earlier
Yearsà Tax 2796.95 3262.54
Add/(Less): Earlier
Yearsà Tax - (405.24)
Net Profit After Tax 2796.95 2857.30
Add: Transfer from
General Reserve No.II - 397.89
Transfer from Debenture
Redemption Reserve 500.00 -
Balance Brought Forward
from last year 8790.28 7301.90
Surplus available for
Appropriation 12087.23 10557.09
Less: Proposed Dividend 484.47 484.47
Tax on Dividend 78.59 82.34
General Reserve No.I 1000.00 700.00
Debenture Redemption
Reserve - 500.00
1563.06 1766.81
Surplus Carried to
Balance Sheet 10524.17 8790.28
PERFORMANCE REVIEW :
Your CompanyÃs 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 is lower by
4.39% to Rs. 64,595.66 Lacs as compared to Rs. 67,564.54 Lacs of the
previous year. The profit after tax for the year is Rs. 2,796.95 Lacs
as compared to Rs. 2,857.30 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. 10/- per share of Rs. 10/- 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. Due to slower realization from the project
authorities, overall borrowings increased. Despite the management
resorting to cheaper sources of finance, interest rates during the
second half of the year hardened
on account of fiscal policy declared by RBI from time to time. Inspite
of additional borrowings and firming up of the interest rates in later
part of the financial year, due to optimum utilisation of working
capital, interest on working capital had gone up marginally. However,
due to increase in interest received during the year and interest
provision on income tax, which was done in previous year, total
interest expenses of the year shows savings as compared to previous
year. The Company has redeemed the privately placed Secured Redeemable
Non-Covertible Debentures of Rs. 20 crores having a tenure of 360 days
which were issued to LIC Mutual Fund.
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 2008-09. The CompanyÃs appeals against the assessment
orders for various financial years are pending with the Appellate
Authorities. The amount of disallowance involved in the various
appeals is Rs. 5,011.47 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 project of water, sewerage and irrigation.
Further, the CompanyÃs appeal for assessment year 2003-04, has been
decided by the Income Tax Appellate Tribunal in its favour, but the
Income Tax Department has filed appeal in the Honourable Bombay High
Court. In view of the 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.
FACTORIES / PROJECTS:
During the year, the Company has completed the procedural formalities
for conveying the land in its name at Miraj, Maharashtra on which the
Company has one of its factory since 1936. The Company has now become
owner of the land. Further the adjacent land to the Miraj factory was
also purchased. The adjoining pieces of land at Chilamathur factory in
Andhra Pradesh were purchased. The Company is setting up a new factory
near Dhule, Maharashtra.
The Company has closed down its factory at Hadapsar, Pune w.e.f.1st
February, 2011. On the closure date there were no employees on the roll
of the factory. The Hadapsar factory was established in 1959 for
manufacturing and supplying Penstock pipes required for hydro projects.
The factory was underutilised for some time for want of orders. After
exploring various options, the Board has decided to utilise the
underutilised land by giving development rights to Dosti Realty Ltd.,
the Developer and finally sell the land to Dosti Realty Ltd. on
completion of the development and on receipt of full consideration from
them.
Thus the total number of factories / project establishments of the
Company as at the end of period under report stand at 25.
DEVELOPMENT OF HADAPSAR LAND
The Company has entered into a Memorandum of Understanding on 29th
April, 2011 with Dosti Realty Ltd., the Developer for developing the
CompanyÃs Hadapsar land at Pune admeasuring 48,288 sq. mtrs. Dosti
Realty Ltd. will develop the land mainly for residential and / or
commercial purpose at their cost. On getting all the permissions,
approvals and sanctions from the concerned authorities in a time bound
manner the Company will enter into Development Agreement(s) with Dosti
Realty Ltd. The Company will give full development rights to Dosti
Realty Ltd. for development of the Hadapsar land and finally sell the
land to them or to their nominee(s) on completion of development and on
receipt of full consideration by the Company.
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
Directorsà 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. 16.37 Lacs representing 66 fixed deposits
had matured but remained unpaid / unclaimed as at 31st March, 2011
pending instructions from the depositors concerned. Since then 10 fixed
deposits aggregating Rs. 1.67 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, 2011 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 CompanyÃs 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, 2011.
DIRECTORS:
In accordance with the provisions of the Companies Act, 1956 and
Article 152 of the Articles of Association of the Company, Mr.
Rameshwar D. Sarda and Ms. Anima B. Kapadia Directors of the Company,
retire by rotation and being eligible, offer themselves for
re-appointment.
Mr. P. D. Kelkar is appointed as an Additional Director of the Company
by the Board of Directors w.e.f. 24th May, 2011. In terms of the
Companies Act, 1956 he holds office only upto the date of the ensuing
Annual General Meeting of the Company. A notice in writing under
Section 257 of the Companies Act, 1956 has been received from a Member
signifying his intention to propose Mr. P. D. Kelkar as Director of the
Company at the ensuing Annual General Meeting.
DIRECTORSÃ 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, 2011, 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, 2011 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, 2011
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 retire 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 2011-12.
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 CompanyÃs
Factories, Projects and Project Offices in the State of Andhra Pradesh
for the financial year 2011-12 and also authorise Board of Directors to
appoint Branch Auditors in other States.
COST AUDITOR :
In terms of the Cost Audit Order the Company has re-appointed Mr. V. V.
Deodhar, Cost Auditor u/s 233(B) of the Companies Act, 1956 to do the
Cost Audit in respect of one of the CompanyÃs products, viz. Steel
Pipes for the financial year 2011-12, subject to the approval of the
Central Government.
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 1,529 employees as on 31st
March, 2011 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 : 24th May, 2011
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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