To,
THE MEMBERS,
Your Directors are pleased to present to you the Annual Report on the
business operations of the Company together with the Audited Financial Statements of
Accounts for the Financial Year ended 31st March, 2023.
FINANCIAL RESULTS: (As per Ind AS)
|
|
(Rs. in Lakhs) |
|
Year Ended 31-03-2023 |
Year Ended 31-03-2022 |
| Revenue from Operations |
1,54,288.46 |
1,52,039.09 |
| Profit Before Finance Cost, Depreciation &
Amortisation & Tax |
15,584.95 |
15,397.33 |
| Less: Finance Costs |
6,793.23 |
5,856.53 |
| Depreciation & Amortisation |
1,553.98 |
1,742.61 |
| Profit Before Tax |
7,237.74 |
7,798.19 |
| Less: Provision for Taxation |
1,667.43 |
2,019.18 |
| Net Profit After Tax |
5,570.31 |
5,779.01 |
| Add/(Less): Other Comprehensive Income |
(91.09) |
(44.72) |
| Total Comprehensive Income carried out to Other Equity |
5,479.22 |
5,734.29 |
PERFORMANCE REVIEW:
Your Companys operations of its various projects under execution
continued to be profitable, improve yield as also bettering the productivity levels.
During the year 2022-23 under review, the Revenue from Operations was
1,54,288.46 Lakhs as compared to Rs. 1,52,039.09 Lakhs for the previous year. The profit
before tax for the year was Rs. 7,237.74 Lakhs as compared to Rs. 7,798.19 Lakhs for the
previous year. The profit after tax for the year was Rs. 5,570.31 Lakhs as compared to Rs.
5,779.01 Lakhs for the previous year.
There were few challenges during the year, mainly steep rise in
commodity prices during year under review, which drastically affected the domestic
availability of various input materials and bought out items, which affected the
Companys turnover. The rise in commodity prices and modifications in design of some
EPC projects also affected the profitability.
There are no material changes and commitments affecting the financial
position of the Company which have occurred between the end of the financial year of the
Company to which the Financial Statements relate and the date of the Report.
SHARE CAPITAL:
The paid up Equity Share Capital as at 31st March, 2023 was
Rs. 968.94 Lakhs.
DIVIDEND:
Your Directors are pleased to recommend a Dividend of Rs. 1/- per
equity share of face valuewithofcontinued Rs. 2/- each (50%) efforts to for the
reduce costs financial and year ended 31st March, 2023 as against Rs. 2
per equity share of face value of Rs. 2/- each for the previous financial year ended 31st
March, 2022. The Dividend, subject to the approval of the Members at the 97th
Annual General Meeting convened on 3rd August, 2023 will be paid on or after 8th
August, 2023 to those Members whose names appear in the Register of Members of the
Company.
The Dividend recommendation is in accordance with the Dividend
Distribution Policy ("the Policy") of the Company. The policy is available on
the website of the Company.
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.
PREFERENTIAL ISSUE OF SHARES TO PROMOTERS:
Pursuant to the provisions of SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018, SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Companies Act, 2013 and the Rules thereunder, other applicable
provisions of laws and subject to the approval of the shareholders and Regulatory
approvals, the Board of Directors of the Company at their meeting held on May 16, 2023,
have accorded approval for issue of 42,34,600 equity shares of face value of Rs. 2/- each,
at an issue price of Rs. 141.69 per equity share (including a premium of Rs. 139.69 per
equity share), aggregating to Rs. 60,00,00,474/- (Rupees Sixty Crores Four Hundred Seventy
Four Only) for cash consideration on preferential basis to the Promoters and members of
the Promoter Group of the Company for the purpose of inter alia to reduce debt, to meet
working capital requirements, to strengthen financial position and for general corporate
purposes subject to approvals, permissions and sanctions under the applicable laws.
INCOME TAX ASSESSMENT:
The income tax assessment of your Company has been completed till
assessment year 2021-22. 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 total
disallowance involved in various appeals is Rs. 39,823.69 Lakhs. Out of this amount of
disallowance, the major disputed amount of Rs. 39,116.90 Lakhs pertains to claim of
deduction under section 80IA, regarding eligibility of deduction/exemption of profit
earned from execution of infrastructure project and balance amount of disallowance of Rs.
706.79 lakhs, pertains to the other disallowances such as land valuation of Wadala
property and CSR expenses. However necessary provision for tax of Rs. 13,618.19 lakhs on
the total disallowance of Rs. 39,823.69 lakhs has been made in the accounts and paid
accordingly.
The appeal filed by the Income Tax Department
High Court for A.Y. 2003-04. The issue involved in A.Y. 2003-04 is
regarding claim of deduction u/s 80IA allowed by the Income Tax Appellate Tribunal,
amounting to Rs. 1,068.27 Lakhs. However, in view of subsequent retrospective amendment
made to Section 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.
FACTORIES:
The Company has decided to permanently close down its Miraj factory,
Maharashtra subject to obtaining all approvals and sanctions and permissions.
The total number of factories of the Company as at the end of the year
under review stands at 19.
DEVELOPMENT OF LANDS:
The Developer has registered Phase I & Phase II - Dosti Greenscape
for development of Hadapsar, Pune land under RERA vide project registration
No.P52100049942 for Phase I and No. P52100051041 for Phase - II. The entire development
under all phases of the Hadapsar project consists of 12 towers with an approximate total
RERA carpet area of 10,51,389 Sq ft. (is subject to change based on the development
control rules and market dynamics).
The development of the Companys land at Vadgaon Pune and SRA
Project at Wadala Mumbai are at stages of obtaining development related approvals from
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 Directors, Promoter & Promoters Group,
Designated Persons and their immediate relatives for dealing in the Companys shares.The
Management Discussion and Analysis Report and Corporate Governance Report, appearing
elsewhere in this Annual Report forms part of the Boards 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 has not accepted any deposits covered under Chapter V of
the
Companies Act, 2013 during the financial year 2022-23 (previousyear
NIL).
CREDIT RATINGS:
During the year CARE Ratings Limited has reviewed and evaluated its
rating for Long Term Bank facilities as CARE BBB+; Stable (Triple B Plus; Outlook:
Stable), Long Term/ Short Term Bank facilities as CARE BBB+; Stable / Care A2 (Triple B
Plus; Outlook: Stable / A Two), Short Term Bank Facilities as CARE A2 (A Two).
The details of Credit Ratings reviewed during the year by CARE Ratings
Ltd. are uploaded on website of the Company at www.indianhumepipe.com
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, 2023. is pending in the Bombay
CORPORATE SOCIAL RESPONSIBILITY:
The Corporate Social Responsibility (CSR) Policy of the Company and the
CSR programs/activities undertaken during the financial year 2022-23
are set out in "Annexure A" and forms part of the Boards Report. For other
details of the CSR Committee, please refer to the Corporate Governance Report which forms
part of this report. The policy is available on the website of the Company at link
http://www.indianhumepipe.com/Portals/0/ images/pdf/Corporate_Governance/CSRPolicyR.pdf In
accordance with Section 135 of the Companies Act 2013, Rules thereunder and Schedule VII
during the financial year 2022-23 the Company had undertaken CSR activities and incurred
CSR expenditure and donated/ spent Rs. 99,27,000/-.
Due to recurrence of COVID-19 pandemic situation with new/modified
variants, there were challenges in identifying, assessing, appraising, shortlisting and
selecting CSR projects and its implementation thereof. In view of these unprecedented
challenges evolving under COVID-19 pandemic situation in the country, for the Financial
Year 2022-23 the Company could spend Rs. 99,27,000/- out of the committed CSR obligations
of Rs. 1,71,05,982/- and was unable to spend CSR expenditure of Rs. 71,78,982/- on account
of above reasons. Being non-ongoing CSR projects, the unspent CSR expenditure of Rs.
71,78,982/- for F.Y. 2022-23 less set-off amount of Rs. 1,14,363.82 net amount of Rs.
70,64,618.18 will be donated/contributed to the specified Fund/s within a period of six
months from the end of the financial year 31st March, 2023 i.e. on or before
30th September, 2023 as required under second proviso to
section 135(5) of the Companies Act, 2013, Rules thereunder and Schedule VII.
RISK MANAGEMENT:
The Board of Directors of the Company has re-constituted Risk
Management Committee and adopted revised role of the Committee. The details are given in
the Corporate Governance Report forming part of the Boards Report. The Company has a
Risk Management Policy to identify, assess, evaluate, monitor and mitigate risks. The risk
framework defines the risk management approach across the enterprise at various levels
including documentation and reporting. The details of Risk Management Committee are given
in the Corporate Governance report.
INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY:
The Company has an Internal Audit Department headed by General Manager,
Internal Audit. 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 undertakes 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 the Financial Statements to provide reasonable assurances with regard to
recording and providing financial information complying with the applicable accounting
standards.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has Vigil Mechanism administered by the Audit Committee.
The Vigil Mechanism policy is posted on the Companys 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 AND KEY MANAGERIAL PERSONNEL:
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
thereunder, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(Listing Regulations) and there has been no change in the circumstances which may affect
their status as an Independent Directors during the year. In the opinion of the Board of
Directors, all the Independent Directors possess requisite
qualifications, experience, expertise and integrity for the purpose of Rule 8(5)(iii a) of
the
Companies (Accounts) Rules, 2014 and fulfil the criteria of
independence as provided under the Act, rules made thereunder and the Listing Regulations
and that they are independent of the management.
Pursuant to the recommendation of Nomination and Remuneration
Committee, the Board approved the re-appointment of Ms. Sucheta N. Shah (DIN: 00322403) as
Non-Executive Independent Woman Director of the Company for a second consecutive term
w.e.f. 12th February, 2023 till the date of holding of 101st AGM of
the Company to be held in the year 2027, based on her skills, competence, expertise and
performance evaluation.
The re-appointment was approved by shareholders of the Company vide
special resolution dated 25th March, 2023 passed through postal ballot by
remote e-voting. Consequent upon her re-appointment as an Independent Director for 2nd
consecutive term, she was re-appointed as Member of Stakeholders Relationship Committee
w.e.f. 12th February, 2023 till the date of holding of 101st AGM of
the Company to be held in the year 2027. Mr. Rameshwar D. Sarda (DIN: 00095766) will
complete his second term as an Independent Director from the Board of the Company with
effect from the date of holding of 97th AGM of the Company to be held in the
year 2023. The Board places on record their appreciation of the contribution made by Mr.
Rameshwar D. Sarda as Non-Executive Director of the Company during his long association of
27 years with the Company.
Mr. Nandan Damani (DIN: 00058396) was appointed by the Board as an
Independent Director of the Company for a period of 5 years from 1st August,
2023 to 31st July, 2028.
The Board of Directors on the recommendation of the Nomination and
Remuneration Committee at their meeting held on 16th May, 2023, considered and
approved the re-appointment of Mr. Rajas R. Doshi, (DIN: 00050594) as Managing Director
for a further period of four years from 1st July, 2023 to 30th July,
2027, subject to approval of the Members at the ensuring 97th Annual General
Meeting of the Company. He was also re-appointed as Chairman of the Board.
In accordance with provisions of the Companies Act, 2013 and the
Articles of Association of the Company Ms. Anima B. Kapadia, Director of the Company,
retires by rotation at the ensuring 97th Annual General Meeting and being
eligible offers herself for re-appointment.
The Profile of Directors seeking appointment/re-appointment pursuant to
Regulation 36 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is included in the Notice of 97th Annual
General Meeting of the Company.
Details of the proposal for appointment/re-appointment of director is
given in the Notice of AGM.
Apart from the above there were no changes in Key Managerial Personnel
(KMP) of the Company during the year under review. In terms of Section 203 of the Act, the
Key Managerial Personnel of the Company are Mr. Rajas R. Doshi, Chairman and Managing
Director, Mr. Mayur R. Doshi, Executive
Director, Mr. M. S. Rajadhyaksha, Vice President - Chief Financial
Officer and Mr. S. M. Mandke, Vice President - Company Secretary.
None of the Directors and Key Managerial Personnel of the Company have
any pecuniary relationships or transactions with the Company, other than salary,
commission, sitting fees, reimbursement of expenses incurred by them for attending the
meetings of the Company and in case of Ms. Anima B. Kapadia, Non-Executive,
Non-Independent Director of the Company and Sole Proprietor of M/s. Daphtary Ferreira and
Divan, Solicitor and Advocate of the Company, the payment of professional fees in the
capacity as Advocate and Solicitor.
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 Listing Regulations viz. Audit Committee, Nomination and
Remuneration Committee, Stakeholders Relationship Committee, Corporate Social
Responsibility Committee and Risk Management Committee.
The composition of the Audit Committee as given in the Corporate
Governance Report is in accordance 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 Committees of the Board and
individual Directors have been carried out by the Board.
The performance evaluation of the Independent Directors was carried out
by the entire Board and the performance evaluation of the Chairman, Non-Independent
Directors and Board was carried out by the Independent Directors.
INDEPENDENT DIRECTORS MEETING:
In terms of Section 149, Schedule IV of the Companies Act, 2013 and
SEBI (LODR) Regulations 2015, the Independent Directors met on 21st March, 2023
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 available on the website
of the Company.
Independent Directors are briefed with respect to the developments that
are taking place in the Company and its operations.
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 policy is available on the
website of the Company at link
http://www.indianhumepipe.com/Portals/0/images/pdf/Corporate_
Governance/Nom_Rem_Policy.pdf
NUMBER OF MEETINGS:
Annual programme of Board and Committee meetings is circulated in
advance to the Directors.
During the year seven Board Meetings and five Audit Committee meetings
were held as under: 27th May, 2022, 14th June, 2022 , 6th
July, 2022, 12th August, 2022, 29th September, 2022, 10th
November, 2022 and 9th February, 2023.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 |
Further two meetings of Nomination & Remuneration Committee, a
meeting of Corporate Social Responsibility Committee, a meeting of Stakeholders
Relationship Committee and two meetings of Risk Management Committee were held, the
details of which are given in the Corporate Governance Report. During the year the maximum
gap between any two consecutive meetings of the Board did not exceed one hundred and
twenty days.
DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134 of the Companies Act,
2013, the Directors state that: a) in the preparation of the Annual Accounts for the
financial year ended
31st March, 2023, 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, 2023 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.
STATUTORY AUDITORS:
The Auditors Report to the Members on the Financial Statements of
the
Company for the financial year ended 31st March, 2023 is a
part of the Annual Report. The Auditors Report for the financial year 31st
March, 2023 does not contain any qualification, reservation or adverse remark. During the
financial year 2022-23 the Auditors had not reported any matter u/s 143 (12) of the Act,
therefore no details are required to be disclosed u/s 134 (3) (ca) of the Act.
The Members of the Company had at the 96th Annual General
Meeting held on 28th July, 2022 appointed M/s. K. S. Aiyar & Co., Chartered
Accountants, Mumbai, bearing ICAI Firm Registration No.100186W, as Statutory Auditors of
the Company to hold office for a term of five (5) consecutive years commencing from the
conclusion of 96th Annual General Meeting (AGM) till the conclusion of 101st
Annual General Meeting of the Company to be held in the year 2027. M/s. K. S. Aiyar &
Co., Chartered Accountants, Mumbai, will complete their first term on the conclusion of
101st AGM of the Company.
SECRETARIAL AUDITORS AND SECRETARIAL STANDARDS:
Secretarial Audit for the financial year ended 31 st March,
2023 was conducted by 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 Auditors
is annexed as "Annexure B". The Board of Directors has re-appointed M/s. JHR
& Associates, Company Secretaries as the Secretarial Auditors to conduct Audit of
secretarial records of the Company for the financial year ending 31st March,
2024. The Company has received written consent and eligibility certificate from them
stating that the re-appointment will be in accordance with the applicable provisions of
the Act and the Rules thereunder.
During the financial year 2022-23 the Secretarial Auditors had not
reported any matter u/s 143(12) of the Act, therefore no details are required to be
disclosed u/s 134(3) (ca) of the Act.
In accordance with SEBI Circular No.CIR/CFD/CMD1/27/2019 dated February
08, 2019, the Company has obtained, Annual Secretarial Compliance Report for the financial
year ended 31st March, 2023 from the Practicing Company Secretaries and
submitted the same to the Stock Exchanges.
During the year 2022-23, the Company has complied with applicable
Secretarial Standards issued by the Institute of the Company Secretaries of India.
COST AUDITOR
The Board of Directors on the recommendation of the Audit Committee has
approved the re-appointment of Mr. Subodh C. Mawalankar, Cost Accountant, Membership
No.9041 as Cost Auditor to conduct the audit of the cost records of the Company pertaining
to products following under HSN code 73059010 (MS Pipe) and Joint-Rings, 73069011 (BWSC)
and
73053110 (PCCP) for the financial year ending st March,
2024. The Company has received written consent and eligibility certificate from
Cost Auditor stating that the re-appointment will be in accordance with
the applicable provisions of the Act and the Rules thereunder.
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
C".
RELATED PARTY TRANSACTIONS:
The Company has formulated a policy on Related Party Transactions,
which is uploaded on the Companys website. The policy deals with review and approval
of related party transactions. The Board of Directors have approved the criteria for
making the omnibus approval by the Audit Committee within the overall frame work of the
policy on related party transactions. Omnibus approval is obtained for related party
transactions, which are of repetitive nature and in the ordinary course of business and on
an arms length basis.
All related party transactions are placed before the Audit Committee
for review and approval. Mr. Rajas R. Doshi, Chairman and Managing Director and Mr. Mayur
R. Doshi, Executive Director are having credit balances of Rs. 0.99 Lakhs and Rs. 0.50
Lakhs respectively as of 31st March, 2023 with the Company in current account.
There are no transactions with related parties to be reported in Form
AOC-2. All the related party transactions entered into during the year under review were
in the ordinary course of business and on an arms length basis. The disclosure of
transactions including with related party belonging to the Promoter/Promoter Group which
holds 10% or more shareholding in the Company as per format prescribed in the Accounting
Standards for annual results is given in note No. 2.32 to the Notes to Accounts.
ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the
Annual Return as on March 31, 2023 is available on the website of the Company at link
http://www.indianhumepipe.com/Portals/0/images/pdf/ Corporate_Governance/AnnexF2223.pdf
and accordingly the extract is not published in the Annual Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The information under Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 read with Section 197 of the Act is
attached as "Annexure D".
INDUSTRIAL RELATIONS:
During the financial year 2022-23 the industrial relations with the
workmen working at various units of the Company were by and large peaceful and normal. The
Company has signed labour settlements with the workers working at its Chilamathur,
Choutuppal and Kanhan factories and negotiations with the workers working at Karari II
factory are in progress.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
During the financial year under review, the Company did not receive any
complaints of sexual harassment and no cases were filed under the
Sexual Harassment of Women at workplace (Prevention, Prohibition and
Redressal) Act, 2013 (POSH Act). As per the provisions of the Act the Company has formed
Internal Complaints Committees to redress the grievances of women employees under the Act.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
During the year under review, the Company has transferred Rs.
9,42,285/- of unclaimed dividend for the financial year 2014-15 to IEPF Authority. In
terms of Section 124(6) and IEPF Rules, 2016 of the Companies Act, 2013, the Company has
transferred 72,493 equity shares to IEPF Authority of those shareholders who did not claim
dividend for seven consecutive years.
NODAL OFFICER:
Mr. S.M. Mandke, Vice President - Company Secretary the Nodal Officer
and Mr. Subhash L. Deshawal, Manager Secretarial the Deputy Nodal Officer for the purpose
of verification of claims filedwith the Company in terms of IEPF
Rules and for co-ordination with the IEPF Authority. The said details
are also available on the website of the Company www.indianhumepipe.com
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:
Business Responsibility and Sustainability Report for the financial
year
2022-23 as required in terms of Regulation 34(2)(f) of SEBI Listing
Regulations forms part of the Annual Report.
DIVIDEND DISTRIBUTION POLICY:
The Dividend Distribution Policy of the Company is available on the
Companys web site at www.indianhumepipe.com and a web-link is http://
www.indianhumepipe.com/Portals /0/images/pdf/Corporate_Governance/
Dividend_Distribution_Policy.pdf
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 of its own shares by employees / Directors or by trustees for the benefit of the
employees or Directors.
5. There were no proceedings made or pending under the Insolvency and
Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Bank or
Financial Institution.
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 |
|
DIN: 00050594 |
| Registered Office: |
|
| Construction House, 2nd |
Floor, |
| 5, Walchand Hirachand Road, |
|
| Ballard Estate, Mumbai - 400 001 |
|
| Date: 16th May, 2023 |
|
+91-9892691696
