ihp finvest ltd Directors report

DIRECTORS

TO

THE MEMBERS

Your Directors are pleased to present to you the Eighteenth Annual Report on the operations of the Company, together with the audited statements of Accounts, for the Financial Year ended 31st March, 2014.

FINANCIAL RESULTS

	2014	2013
Total Revenue	36,98,95,346	36,84,24,051
Profit Before Depreciation & Tax	5,49,08,894	5,32,04,777
Less:
a) Depreciation	1,23,693	1,69,103
b) Provision for Tax for the year	36,64,771	44,00,000
c) Adjustment for Deferred Tax	(20,815)	• (40,070)
Net Profit After Tax	5,11,41,245	4,86,75,744
Profit brought forward from previous year	6,00,19,299	6,02,30,475
Amount available for Appropriation	11,11,60,544	10,89,06,219
APPROPRIATIONS:
Transfer to General Reserve	52,00,000	49,00,000
Transfer to Special Reserve under Section 45 (1C) of RBI Act	1,04,00,000	98,00,000
Proposed Dividend	3,41,86,920	3,41,86,920
Tax on proposed Dividend	NIL	NIL
Surplus carried to Balance Sheet	6,13,73,624	6,00,19,299

OPERATIONS

During the financial year 2013-14, the gross income of the Company was Rs 3,698.95 Lakhs as compared to Rs 3,684.24 Lakhs for the financial year 2012-13. The profit after tax for the financial year 2013-14 was Rs 511.41 Lakhs compared to Rs 486.76 Lachs for the financial year 2012-13. The income of the Company during the year ended 31st March, 2014 comprised of dividend received from subsidiary Company as well as interest on investments in securities, interest on ICD, bills discounting charges, income from Commodity Spot Arbitrage and rent received on letting out of the office premises.

The Company adenoids long-term investments.

DIVIDEND

Your Directors are pleased to recommend a Dividend of Rs 60/-, i.e. 600% per equity share of Rs 10/- each for the year ended 31st March, 2014. No Dividend Distribution Taxis payable as per Section 115-0 (1A) of the Income Tax Act, 1961 as amended by the Finance Act, 2012. A Dividend of Rs 60/- per equity share was paid for the financial year ended 31st March, 2013.

SUBSIDIARY COMPANY

The Company holds 1,59,67,080 equity shares of Rs 2/- each in its subsidiary Company i.e. The Indian Hume Pipe Company Limited.

Previous years holding was also the same. This represents a holding of 65.92% of the paid-up share capital of that company.

Ratanchand Investment Private Limited holds more than half of the nominal value of the equity share capital of your Company. Accordingly, your Company is a Subsidiary Company of Ratanchand Investment

Private Limited.

As required under Section 212 of the Companies Act, 1956, the audited statements of accounts, together with the Report of Directors and Auditors, of the subsidiary Company namely, The Indian Hume Pipe Company Limited are attached to this Report.

DEPOSITS FROM PUBLIC

The Company has not invited and hence does not hold any deposits from the public as at the end of the financial year or at any time during the year.

PARTICULARS OF EMPLOYEES

The Company has no employee requiring disclosure under Section 217(2A) of the Companies Act, 1956.

PARTICULARSREGARDINGCONSERVATIONOFENERGY,TECHNOLOGY ABSORPTIONAND FOREIGNEXCHANGEEARNINGANDOUTGO

Additional information on conservation of energy, technology absorption as required to be disclosed in terms of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosures of Particulars in Report of the Board of Directors) Rules, 1988 is not applicable to the Company as it is a non-manufacturing company.

During the period under review, your Company has neither earned nor spent any amounts in foreign currency.

DIRECTORS

In accordance with the provisions of Section 152 of Companies Act, 2013 and the Articles of Association of the Company, Mr. Rajas R. Doshi, Director of the Company, retires by rotation at the ensuing annual general meeting of the Company and, being eligible, offers himself for re-appointment.

CONSTITUTION OF STAKEHOLDERS RELATIONSHIP COMMITTEE AS PER THE REQUIREMENT OF THE COMPANIES ACT, 2013

The Board of Directors of the Company at their meeting held on 27th May, 2014 has constituted Stakeholders Relationship Committee comprising of Mr. Rajas R. Doshi, Mr. Mayur R. Doshi and Mr. R R. Bhat, Directors of the Company in accordance with the provisions of Section 178 of the Companies Act, 2013.

QUALIFICATION IN THE AUDITORS REPORT

Your attention is drawn to Note No. 21, which is explanatory. As explained in the referred Note, the Company has joined as an Intervening Party in the Representative Suit filed by Modern India Limited and Others in the Honble Bombay High Court for recovery of the amounts. The matter of recovery of Rs 1,89,19,393 is sub-judice in the Honble Bombay High Court. In view of the uncertainties involved in making any reliable estimate of amount recoverable, provision, if any, will be considered at an appropriate time on the basis of resultant outcome, and hence, the same is shown as good.

STATUTORY AUDITORS

M/s K. S. Aiyar & Co., Chartered Accountants, retire atthe ensuing annual general meeting and are eligible for re-appointment.

As required under Section 139 of the Companies Act, 2013, the Company has obtained a consent and written certificate to the effect that their appointment, if made, would be in accordance with Section 139 (1) of the Companies Act, 2013 and the rules made thereunder, as may be applicable.

You are requested to re-appoint the retiring Statutory Auditors of the Company for the financial year 2014-15 and fix their remuneration.

DIRECTORS RESPONSIBILITY STATEMENT

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

a) In the preparation of the Annual Accounts for the financial year ended 31st March, 2014, the applicable Accounting Standards have been followed by the Company;

b) appropriate accounting policies have been selected and applied consistently and such judgments and estimates have been made 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;

c) 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

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

ACKNOWLEDGEMENTS:

Your Directors record their gratitude to the Shareholders, Bankers, Government Departments, 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
Registered Office:
Construction House, 2nd Floor,
5, Walchand Hirachand Road,
Ballard Estate,
Mumbai - 400 001
Place: Mumbai
Date: 27th May, 2014