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Indian Hume Pipe Company Ltd.

BSE: 504741 Sector: Infrastructure
NSE: INDIANHUME ISIN Code: INE323C01030
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VOLUME 1504
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VOLUME 1504
52-Week high 591.00
52-Week low 338.00
P/E 26.17
Mkt Cap.(Rs cr) 2,073
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Indian Hume Pipe Company Ltd. (INDIANHUME) - Director Report

Company director report

TO

THE MEMBERS

Your Directors are pleased to present to you the Annual Report on the businessoperations of the Company together with the Audited Financial Statements of Accounts forthe Financial Year ended 31st March 2017.

FINANCIAL RESULTS:

(Rs in Lakhs)
Year Ended Year Ended
31-03-2017 31-03-2016
Revenue from Operations 179954.10 93893.91
Profit Before Finance Cost Depreciation & Amortisation & Tax 21054.36 9991.94
Less: Finance Costs 4771.21 4526.05
Depreciation & Amortisation 1052.69 980.40
Profit Before Tax 15230.46 4485.49
Less: Provision for Taxation 5352.00 1575.52
Net Profit After Tax 9878.46 2909.97
Dividend including dividend distribution tax 1982.54 932.95

PERFORMANCE REVIEW:

Your Company's operations of its various projects under execution continued to beprofitable with continued efforts to reduce costs and improve yield as also bettering theproductivity levels. During the year under review the revenue from operations has gone upby 91.66% to Rs 179954.10 Lakhs as compared to Rs 93893.91 Lakhs of the previous year.The profit after tax for the year at Rs 9878.46 Lakhs was much higher by 239.47% ascompared to Rs 2909.97 Lakhs of the previous year. No material changes and commitmentshave occurred after the close of the financial year till the date of this Report whichaffect the financial position of the Company.

BONUS SHARES:

The Company has successfully completed the Bonus issue by capitalising Free Reserves ofthe Company in the ratio of One fully paid equity share of Rs 2/- each for One fully paidequity share of Rs 2/- each held by the Members and have allotted these shares on 14thDecember 2016. The Bonus shares have been listed on BSE and NSE. As a result of issue ofBonus shares the paid-up share capital is increased to Rs 96894340/- divided into48447170 equity shares of Rs 2/- each. As per terms of the Bonus issue these sharesare 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 haddeclared 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 InterimDividend 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 offace value of Rs 2/- each (120%) for the financial year ended 31st March 2017 on enhancedshare capital. The Final Dividend subject to the approval of the Members at the 91stAnnual General Meeting convened on 10th July 2017 will be paid on or after 13th July2017 to those Members whose names appears in the Registered of Members as on the date ofBook Closure Friday 30th June 2017. The Interim Dividend and Final Dividend aggregatesto Rs 3.40/- per equity share of Rs 2/- each. The total Dividend for the financialyear ended 31st March 2017 including the proposed Final Dividend if declared at the AGMtogether with Dividend Distribution Tax will amount to Rs 1982.54 Lakhs. Dividend of Rs3.20 per equity share amounting to Rs 932.95 including dividend distribution tax was paidfor 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 maintainedsatisfactorily and optimum utilization of financial resources was achieved. Lowerbudgetary allocation of funds by some of the State Governments coupled with slowrealization of funds in some projects as also a steep increase in the volume of work donedid provide challenges to the availability of working capital. However due to betterworking capital management and faster realization of work bills vis--vis work done inTelangana 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 turnresulted into softening of interest rates in the money market. Further due to betternegotiations of pricing with the lenders the Company could keep effective cost ofborrowings under control. The Company has been prompt in meeting obligations towards itsBankers and other trade creditors.

INCOME TAx ASSESSMENT:

The Income Tax assessment of your Company has been completed till assessment year2014-15. The appeals filed by your Company against the assessment orders for variousfinancial years are pending with the Income Tax Appellate Authorities and Bombay HighCourt. The amount of disallowance involved in various appeals is Rs 15058.81 Lakhs. Themajor dispute is with regard to the execution of eligible infrastructure projects ofwater sewerage and irrigation. Out of the total disallowance the amount of Rs 14670.85Lakhs pertains to the disallowance made u/s 80IA of the I.T. Act 1961. The balance amountof Rs 387.96 Lakhs pertains to other items of disallowance such as sec. 14A disallowanceland valuation of Wadala property. The necessary provision for tax of Rs 5087.75 Lakhshas been made in the accounts except for the disallowance made u/s 14A as the samedisallowance has been deleted in the previous years by the First and Second AppellateAuthority.

The appeals filed by the Income Tax Department are pending in the Bombay High Court forA.Y. 2003-04 A.Y. 2008-09 & A.Y. 2010-11. The issue involved for AY 2003-04 is claimof deduction u/s 80IA allowed by the Income Tax Appellate Tribunal amounting to Rs1068.27 Lakhs. However due to subsequent retrospective amendment made to sec. 80IA byFinance Act2009 as an abundant caution provision for the basic tax liability of Rs392.59 Lakhs on the claim of `1068.27 Lakhs has been made in the accounts hence there isno tax liability. The issue involved for the AY 2008-09 & AY 2010-11 is withregards to the claim of disallowance of expenses u/s 14A of the I.T. Act 1961. The IncomeTax Appellate Tribunal had deleted the disallowance made u/s 14A of the I.T. Act 1961. Incase if this disallowance is confirmed by the Bombay High Court then your company willhave 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 (NewDelhi) are at initial stages of obtaining development related approvals from theAuthorities.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORTS:

The Company has implemented procedures and adopted practices in conformity with thecode of Corporate Governance under SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (Listing Regulations). The Company has implemented Code of Conduct forall its Executive Directors and Senior Management Personnel Non-Executive Non-IndependentDirectors and Independent Directors who have affirmed compliance thereto. The said Codesof Conduct have been posted on the website of the Company. The Management Discussion andAnalysis Report and Corporate Governance Report appearing elsewhere in this Annual Reportforms part of the Directors' Report. A certificate from the Statutory Auditors of theCompany certifying the compliance of conditions of Corporate Governance is also annexedhereto.

PUBLIC DEPOSITS:

The Company had terminated its Fixed Deposits Schemes w.e.f. 28th July 2009 andstopped accepting / renewing deposits since then. Accordingly the Company has repaid allthose deposits together with interest thereon as and when they matured on their respectivedue dates on fixed deposit holders claiming the same.

An aggregate amount of Rs 0.65 Lakhs representing 3 fixed deposits had matured thelast one being matured in February 2012 and all these 3 fixed deposits remained unclaimedas at 31st March 2017. Since then no instructions for repayment of any of these maturedfixed deposits have been received.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:

Details of Loans Guarantees and Investments covered under the provisions of Section186 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 CSRprograms/activities undertaken during the financial year 2016-17 are set out in"Annexure A" and forms part of the Directors' Report. For other details of theCSR Committee please refer to Corporate Governance Report which forms part of thisreport. The policy is available on the website of the Company www.indianhumepipe.com Inaccordance with Section 135 of the Companies Act 2013 and the Rules thereunder the Companyhas incurred CSR expenditure of Rs 100 Lakhs for the financial year 2016-17 by way ofcorpus donation to Ratanchand Hirachand Foundation which had carried out CSR activities onbehalf 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 ofsanitation.

Rs 3.40 Lakhs to Rotary Foundation Charitable Organisation.

RISK MANAGEMENT:

The Company has constituted a Risk Management Committee. The details of Committee andits terms of reference are set out in the Corporate Governance Report forming part of theBoard's Report. The Company has a Risk Management Policy to identify evaluate monitorand mitigate risks. The risk framework defines the risk management approach across theenterprise 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. TheInternal Audit Department monitors and evaluates the efficacy and adequacy of internalcontrol system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of internalaudit function the Management undertake corrective action in their respective areas andthereby strengthen the controls.

NTERNAL I FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference tofinancial statements.

VIGIL MECHANISM:

The Company has Vigil Mechanism administered by the Audit Committee. The VigilMechanism 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/ Tribunalswhich 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 ofthe Company have submitted a declaration that each of them meets the criteria ofindependence as provided in Section 149(6) of the Companies Act 2013 and there has beenno change in the circumstances which may affect their status as Independent Directorduring the year. Pursuant to the provisions of Section 203 of the Companies Act 2013 theKey Managerial Personnel of the Company are - Mr. Rajas R. Doshi Chairman & ManagingDirector Mr. Mayur R. Doshi Executive Director Mr. M. S. Rajadhyaksha Chief FinancialOfficer and Mr. S. M. Mandke Company Secretary. Remuneration and other details of the KeyManagerial Personnel of the Company for the financial year ended 31st March 2017 areprovided 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 theCompany 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 approvedtheir terms of reference/role in compliance with the provisions of the Companies Act 2013and SEBI Listing Regulations viz. Audit Committee Nomination and Remuneration CommitteeStakeholders Relationship Committee CSR Committee and Risk Management Committee. TheBoard 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 CompaniesAct 2013 SEBI (LODR) Regulations 2015 and the circular dated 5th January 2017 issuedby SEBI with respect to Guidance Note on Board Evaluation annual performance evaluationof the Board as well as of the Audit Committee Nomination & Remuneration CommitteeStakeholders Relationship Committee CSR and Risk Management Committees and individualDirectors have been carried out by the Board. The performance evaluation of theIndependent Directors was carried out by the entire Board and the performance evaluationof the Chairman Non-Independent Directors and Board was carried out by the IndependentDirectors.

INDEPENDENT DIRECTORS' MEETING:

In terms of Section 149 Schedule IV of the Companies Act 2013 and SEBI (LODR)Regulations 2015 the Independent Directors met on 16th February 2017 without theattendance of Non-Independent Directors and Members of Management of the Company andreviewed the:

i) performance of Non-Independent Directors and the Board of Directors of the Companyas a whole;

ii) performance of the Chairman of the Company taking into account the views ofExecutive and Non-Executive Directors;

iii) assessed the quality quantity and timeliness of flow of information between theManagement and the Board that is necessary for the Board to effectively and reasonablyperform 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 hasput in place a familiarization program for Independent Directors to familiarize them withtheir role rights and responsibility as Directors the operations of the Companybusiness overview etc.

The details of the familiarization program is explained in the Corporate GovernanceReport and the same is also available on the website of the Company.

REMUNERATION POLICY:

The Board on the recommendation of the Nomination & Remuneration Committee hadframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is annexed as "Annexure B".

NUMBER OF MEETINGS:

Annual programme of Board and Committee meetings is circulated in advance to theDirectors.

During the year four Board and Audit Committee meetings were held i.e. on 19th May2016 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 ofStakeholders Relationship Committee and two meetings of Corporate Social ResponsibilityCommittee 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 onehundred and twenty days.

DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (5) of the Companies Act 2013 theDirectors state that:

a) in the preparation of the Annual Accounts for the financial year ended 31st March2017 the applicable Accounting Standards have been followed along with proper explanationrelating to material departures if any;

b) appropriate accounting policies have been selected and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at 31st March 2017 and of the profit ofthe Company for the year ended on that date;

c) proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets 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 suchinternal financial controls are adequate and are operating effectively; and

f) proper systems to ensure compliance with the provisions of all applicable laws havebeen 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 financialyear ended 31st March 2017 does not contain any qualification reservation or adverseremark.

AUDITORS:

STATUTORY AUDITORS:

M/s. K. S. Aiyar & Co. Chartered Accountants are the Statutory Auditors sinceinception of the Company. They will be completing their term as Statutory Auditors onconclusion of 91st Annual General Meeting convened on 10th July 2017. The Board place onrecord their appreciation for services rendered by M/s. K. S. Aiyar & Co. CharteredAccountants as Statutory Auditors of the Company. The Company is required to rotate theStatutory Auditors on completion of their term as per provisions of the Companies Act2013. 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 ofDirectors have proposed the appointment of M/s. Deloitte Haskins & Sells LLPChartered Accountants Mumbai bearing ICAI Firm Registration No.117366W/W-100018 asStatutory Auditors of the Company for a period of five consecutive years from theconclusion of 91st Annual General Meeting (AGM) till the conclusion of 96th Annual GeneralMeeting (subject to ratification of the appointment by the Members at every AGM held afterthis AGM) for approval of the Members.

As required under Section 139 of the Companies Act 2013 the Company has obtained awritten consent from M/s. Deloitte Haskins & Sells LLP Chartered Accountants to theeffect that their appointment if made would be in accordance with Section 139 of theCompanies Act 2013 and Rules made thereunder as applicable.

COST AUDITOR:

The Board of Directors have appointed Mr. Vikas Vinayak Deodhar Cost AccountantMumbai Membership No. 3813 as Cost Auditor of the Company for the financial year 2017-18to conduct the audit of the cost records of applicable business of the Company on aremuneration of Rs 120000/- plus reimbursement of out of pocket expenses and/ortravelling expenses as may be incurred by him and Service Tax/GST as applicable subjectto 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. RanadeCompany Secretary in practice and Partner of M/s. JHR &

Associates Company Secretaries (formerly J. H. Ranade & Associates CompanySecretaries) pursuant to the provisions of Section 204 of the Companies Act 2013 and theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014. The Reportof the Secretarial Auditor is annexed as "Annexure C". There are noqualifications reservations or adverse remarks made by the Secretarial Auditor in theirReport.

The Board of Directors has appointed M/s. JHR & Associates Company Secretaries asthe Secretarial Auditor to conduct Audit of secretarial records of the Company for thefinancial year 2017-18.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN ExCHANGE EARNINGS AND OUTGO:

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014 is annexed as "Annexure D".

RELATED PARTY TRANSACTIONS:

All related party transactions made during the financial year were on an arm's lengthbasis and were in the ordinary course of business except the transaction(s) with Ms. AnimaB. Kapadia Director and Sole Proprietor of Daphtary Ferreira & Divan Solicitors andAdvocates of the Company for rendering legal services to the Company which was approved bythe Audit Committee and Board. The details are given in Form AOC-2 which is annexed as"Annexure E". There are no materially significant related party transactionsmade by the Company with the Promoters Directors Key Managerial Personnel theirrelatives 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 Boardfor approval. A statement of all related party transactions was presented before the AuditCommittee on quarterly basis specifying the nature value and other related terms andconditions of the transactions. Further details of the transactions with related partiesare provided in the Company's financial statements in accordance with the AccountingStandards. The Company has a Related Party Transaction Policy for identifying monitoringand approving of such transactions.

The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure F".

PARTICULARS OF EMPLOYEES:

The information required under Rule 5(1)(2) and (3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 read with Section 197 of the Act isattached as "Annexure G".

INDUSTRIAL RELATIONS:

The Company is having total strength of 1329 permanent employees as on 31st March2017 working at various locations such as Factories / Projects/ Projects Offices/HeadOffice and Research & Development Department Mumbai.

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

PREVENTION OF SExUAL HARASSMENT AT WORK PLACE:

During the year under review there were no complaints filed pursuant to the SexualHarassment 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 Rs422518/- towards unclaimed dividend for the financial year 2008-09 Unclaimed saleproceeds of fractional shares arising out of issuance of bonus shares of Rs 54939/-Unclaimed redemption amount of preference shares of Rs 198720/- unclaimed matured fixeddeposits and unclaimed interest of Rs 93074.08 on fixed deposits to Investor Educationand Protection Fund in compliance with the provisions of Section 125 of the CompaniesAct 2013 which remained unclaimed by the members/fixed deposit holders of the Companyfor 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 thefollowing 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 BankersGovernment Departments Vendors and Sub-contractors and all other Stakeholders for theircontinued support and co-operation during the year.

Your Directors also wish to place on record their appreciation of the services renderedby 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

#CSRStart#

FORMAT OF REPORTING OF CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

1. A brief outline of the Company's CSR policy including overview of projects/programmes proposed to be undertaken and a reference to the web-link to the CSR policy andprojects or programmes.

IHP CSR Policy aims at implementing its CSR activities in accordance with Section 135of the Companies Act 2013 and rules thereunder. The CSR committee shall periodicallyreview the implementation of CSR Policy.

Focus Areas:

Health & Medical aid: The Company will promote various initiatives to supporthealth and preventive health care including medical aid in the community.

Education: The Company will give grants to the needy students in the field of educationto enhance employability and well being of the community.

Environment: The Company will promote environmental sustainability and conservation ofnatural resources.

The Company's CSR projects or programs or activities will be identified and implementedaccording to the Board's approved CSR policy. The expenditure on the CSR will be approvedby the CSR committee and the Report will be published annually. The CSR policy has beenapproved by the Board and the same is disclosed on the Company's website. Weblink:http://www.indianhumepipe.com/Portals/0/images/pdf/Corporate_ Governance/CSR%20Policy.pdf

2. Composition of the CSR Committee:

Mr. Rajas R. Doshi Chairman & Managing Director - Chairman Ms. Jyoti R. DoshiNon-Executive Director - Member Mr. Rameshwar D. Sarda Independent Director - Member

3. Average net profit of the Company for last three financial years:

Average net profit : Rs 49.60 Crores.

4. Prescribed CSR Expenditure (two percent of the amount as in item 3 above):

The Company is required to spend Rs 100 Lakhs towards CSR.

5. Details of CSR spent during the financial year:

a. Total amount spent by the Company during the financial year: Rs 100 Lakhs by way ofcorpus donation to Ratanchand Hirachand Foundation (RHF) for carrying out CSR activitieson behalf of the Company.

b. Amount unspent if any: Nil

c. Manner in which the amount spent during the financial year is detailed below:Corporate Social Responsibility (CSR) Activities:

During the year the Company has given corpus donation of Rs 1 Crore which is over 2% ofaverage net profit of the Company in terms of Section 135 and the rules thereunder of theCompanies Act 2013 to the RHF to carry out CSR activities and incur CSR expenditure forand on behalf of the Company in terms of Company's CSR Policy.

During 2016-17 RHF had undertaken following charitable programmes/ activities.

1. Fujifilm Sonosite Colour Doppler Ultrasound Machine – Model – ‘Edge'costing Rs 17 Lakhs is donated to Neonatal Unit at Lokmanya Tilak Municipal MedicalCollege & General Hospital Sion Mumbai (LTMGH). Neonatal Unit at LTMGH is a 40bedded unit with an annual admission rate of 3500 preterm and sick babies. LTMGH is inthe process of increasing the bed strength by another 30 beds in the additional spaceallotted to them to reduce the overcrowding as well as to accommodate more babies forspecialised care. The availability of portable sonography cum echocardiography and colourDoppler machine in the unit will go a long way in allowing bedside diagnosis babies withstructural and functional cardiac problems babies with intracranial problems abdominalproblems chest and joint problems. Such bedside facility is particularly useful fordiagnosis of critically ill babies on the ventilator and for extremely low birth weightbabies less than 1000 grams birth weight who require periodic neuro-sonographies but whoare not in position to be shifted out of the unit for investigations. The availability ofthis equipments in the unit would benefit more than 1000 babies annually.

2. Autoclave Steriliser for Ophthalmic Instruments ‘Tuittnauer Autoclave –Model Elara 11 Machine' costing Rs 5.27 Lakhs used for Ophthalmic Instruments andsterilization processing needs of Medical Clinics Dental Clinics and Veterinary Clinicsdonated to Hasanali Tobaccowala Eye Centre Talwada in Thane District managed by RotaryClub of Bombay.

Tuittnauer Autoclave – Model Elara 11 Machine' at Hasanali Tobaccowala Eye CentreTalwada Thane District

3. An amount of Rs 5.25 Lakhs paid to Vision Foundation of India Mumbai for theirproject Rashtriya Netra Yagna towards the cost of free cataract eye surgeries of 350patients / beneficiaries from rural areas and urban slums.

4. Rs 1.13 Lakhs towards funding of twelve months salary of the nurse working in HumanMilk Bank in LTMG Hospital Sion Mumbai.

5. Further following financial support / aid was provided by RHF on behalf of theCompany : (a) Backward Class Girls Hostel Solapur towards the payment of additionalfinancial support for restructuring and renovation of hall to be utilised by the girls aslibrary and for other activities like Abhyasika support class conducting workshops andvocational classes etc. - Rs 632000/-.

(b) Mani Bhavan Gandhi Sangrahalaya Mumbai for preserving the rich heritage of Booksat their library - Rs 300600/-. (c) Kushtarog Niwaran Samiti Shantivan for its"Help a child programme" for Adivasi Ashram School towards education expensesfor 75 students - Rs 150000/-.

(d) Rescue Foundation Mumbai towards funding of annual salary of one computer teacher- Rs 144000/-.

(e) Shree Adinath Digambar Jain Trikal Choubisi Sahastrakoot Jinalaya Nirman SamitiBhopal towards the 1st instalment of disbursement of donation / contribution forconstruction of Ladies Hostel - Rs 117000/-.

(f) Society for Rehabilitation of Crippled Children Citi Academy for Special Childrentowards education expenses of one child for one year under their scheme "Sponsor aChild"- Rs 104000/-. (g) Medical Aid to 2 (two) individual applicants for thetreatment of the respective illnesses suffered by them - Rs 40000/-.

In all during 2016-17 RHF had donated / spent Rs 4352600/- out of the income earnedon the corpus fund donated by the Company from time to time towards CSR expenditure onbehalf of the Company.

Manner in which the amount spent during the financial year ended 31st March 2017 isdetailed below.

Sr. No. CSR Project or activity Identified Sector in which the project is covered Projects or programs Local area or other Specify the state and district where projects or programs was undertaken Amount outlay (budget) project or programs wise Amount spent on the projects or programs Sub- heads 1) Direct expenditure on projects or programs 2) Overheads Cumulative expenditure upto the reporting period Amount spent : Direct or through implementing agency
Direct Through Implementing Agency*
Rs ( ) (Rs) (Rs) (Rs) Rs ( )
1. Health Medical aid / Health N.A. 10000000/- 10000000/- - 10000000/-
2. Medical Aid Education Aid / facilities / support - Cataract Eye surgeries Education facilities / support As stated above Overheads: Nil - - -
TOTAL (Rs) 10000000/- 10000000/- - 10000000/-

* The Company has incurred CSR expenditure of Rs 100/- Lakhs for the financial year2016-17 by way of donation to the corpus of Ratanchand Hirachand Foundation (RHF) theImplementing Agency. RHF has carried out above CSR activities on behalf of the Company.

RESPONSIBILITY STATEMENT

The Responsibility Statement of the Corporate Social Responsibility Committee of theCompany is re-produced below:

The implementation and monitoring of Corporate Social Responsibility Policy is incompliance with the CSR objectives and policy of the Company.

RAJAS R. DOSHI
Registered Office: Chairman & Managing Director & Chairman of the CSR Committee
Construction House 2nd Floor
5 Walchand Hirachand Road Ballard Estate Mumbai 400 001
Date : 18th May 2017

#CSREnd#

#SARStart#

SECRETARIAL AUDIT REPORT

FORM NO. MR-3

[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules 2014] The Members The Indian Hume PipeCompany Limited Construction House Walchand Hirachand Marg Ballard Estate Fort Mumbai400001 We have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by The Indian Hume Pipe CompanyLimited (hereinafter called ‘the Company'). Secretarial Audit was conducted in amanner that provided us a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing our opinion thereon.

Based on our verification of the Company's books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorised representatives during theconduct of Secretarial Audit we hereby report that in our opinion the Company hasduring the audit period covering the financial year ended on 31st March 2017 compliedwith the statutory provisions listed hereunder and also that the Company has properBoard-processes and compliance-mechanism in place to the extent in the manner and subjectto the reporting made hereinafter: We have examined the books papers minute books formsand returns filed and other records maintained by the Company if any for the financialyear ended on 31st March 2017 according to the provisions of:

i. The Companies Act 2013 (the Act) and the rules made thereunder;

ii. The Securities Contracts (Regulation) Act 1956 (‘SCRA') and the rules madethereunder;

iii. The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

iv. Foreign Exchange Management Act 1999 and the rules and regulations made thereunderto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings. (Not applicable to the Company during audit period)

v. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act'):-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

c. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

d. The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999 /Securities and Exchange Board of India(Share Based Employee Benefits) Regulations 2014 (Effective 28th October 2014); (Notapplicable to the Company during audit period)

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; (Not applicable to the Company during audit period)

f. The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009; (Not applicable to the Company during audit period)

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations1998; (Not applicable to the Company during audit period)

i. SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

vi. The Law which is specifically applicable to the Company is as under: Indian ArmsAct of 1959 (Applicable with effect from15-07-2016)

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with National Stock Exchange ofIndia Limited and BSE Limited.

During the period under review the Company has complied with the provisions of the ActRules Regulations and Guidelines etc. mentioned above. As regards applicability ofIndian Arms Act of 1959 the Company's application for license is pending with theconcerned government authorities. We further report that: -The Board of Directors of theCompany is duly constituted with proper balance of Executive Directors Non-ExecutiveDirectors and Independent Directors. There was no change in the Composition of the Boardof Directors during the audit period.

Adequate notice of at least seven days was given to all Directors to schedule the BoardMeetings agenda and detailed notes on agenda were sent generally seven days in advanceand a system exists for seeking and obtaining further information and clarifications onthe agenda items before the meeting and for meaningful participation at the meeting.

Majority decision was carried through while the dissenting members' views if any arecaptured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the Company whichcommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

We further report that during the Audit period consents of the members were accordedto the Board under section: a. 14 of the Companies Act 2013 for adoption of new set ofArticles of Association pursuant to the introduction of the said Act. b. 63 of theCompanies Act 2013 for issue of bonus equity shares.

For JHR & Associates
Company Secretaries
J. H. Ranade
Place : Thane (Partner)
Date : 18th May 2017 FCS: 4317 CP: 2520

ANNEXURE ‘C' TO DIRECTORS' REPORT

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2017 (Appointment andRemuneration Personnel) Rules 2014

To

The Members

The Indian Hume Pipe Company Limited Construction House Walchand Hirachand MargBallard Estate Fort Mumbai 400001

Our Secretarial Audit Report of even date for financial year 2016-17 is to be readalong with this letter.

Management's Responsibility

1. It is the responsibility of the management of the Company to maintain secretarialrecords devise proper systems to ensure compliance with the provisions of all applicablelaws and regulations and to ensure that the systems are adequate and operate effectively.

Auditor's Responsibility

2. Our responsibility is to express an opinion on these secretarial records systemsand procedures based on our audit.

3. Wherever required we have obtained the management's representation about thecompliance of laws rules and regulations and happening of events etc.

Disclaimer

4. The Secretarial Audit Report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.

For JHR & Associates
Company Secretaries
J. H. Ranade
Place : Thane (Partner)
Date : 18th May 2017 FCS: 4317 CP: 2520

#SAREnd#

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

[Section 134(3)(m) of The Companies Act 2013 read with Rule 8(3) of The Companies(Accounts) Rules 2014] DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGYTECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of Energy:

I. The Steps Taken or impact on conservation of Energy:-

500 KVA Servo Controlled Voltage stabilizer installed at IHP Choutuppal factory:

Reduces electricity consumption.

Generator is not required to run at high and low voltages it saves diesel cost.

Better efficiency and reduce the production losses

Protects the electrical equipments from hazard of voltage fluctuation and reduce themaintenance cost.

Automatically corrects voltage and giving constant voltage.

Increases productivity.

Installed 230 KVAR APFC Panel board at IHP Kovvur factory.

Avoids power factor penalty

Reduces maximum Demand

Increases system capacity and reducing the losses.

Improve the System Voltages.

Replaced CF lamps with LED lamps at HO R&D. Installed LED Lamps at Choutuppalfactory.

Energy saving

II. The Capital investment on energy conservation equipments:-

Installation of 500 KVA Servo Control Voltage Stabilizer Rs 785756/-
Installation of 230 KVAR APFC Panel Board Rs 254898/-
Replaced CFL with LED lamps Rs 52000/-
Installation of LED lamps Rs 39500/-
Total - Rs 11 32154 /-

III. The Steps taken by the Company for utilizing alternate sources of energy:-

Nil

B. TECHNOLOGY ABSORPTION :

I. The efforts made toward technology absorption:-

Automation in Hydro testing machine for accuracy testing and analysis of leakages ofcylinders in Hydro test is implemented at our IHP Dhule factory. This will ensure 100 %cylinder testing and maintain computer records.

II. The benefits derived like product improvement cost reduction product developmentor import substitution:-

Trial pipe of Prestressed Concrete Cylinder Pipe of larger diameter i.e. 2300 mm x 4mtr. Length has been designed and manufactured successfully with overlap welded joint atour Yelahanka factory Bangalore and Chilamathur (Andhra Pradesh)

An additional plant at Choutuppal (Telangana) has been erected to manufacture PSCPCCP BWSC and Steel pipes with cement mortar lining and coating with variable lengths inthe additional space available in the plant.

A Hydraulic testing has been designed and erected at IHP

Chilamathur to test PSC PCCP and BWSC pipes up to 2000 mm dia. x 6.5 mtr length.

Welding simulator (Skillveri Aura) has been purchased to train the welders bypracticing on welding simulator. This simulator measures the fundamental skill of weldingidentifying shortcomings and improve the welders skill to have perfection in welding.

III. In case of imported technology (imported during the last five years reckoned fromthe beginning of the financial year) following information may be furnished.

a. Technology imported
b. Year of Import
c. Has technology been fully absorbed
NIL
d. If not fully absorbed area which this has not taken place reasons therefore and future plans of action

IV The expenditure incurred on Research and Development:-

The total expenditure on Research & Development during the year was Rs 340.49 Lakhs(0.19% of the turnover) as compared to Rs 313.99 Lakhs (0.33 % of the turnover) ofprevious year.

C. FOREIGN ExCHANGE EARNINGS & OUTGO:

Earnings : Nil

Outgo : Rs 1.55 Lakhs - towards travelling and other expenses.

For and on behalf of the Board of Directors
Place : Mumbai Rajas R. Doshi
Date : 18th May 2017 Chairman & Managing Director