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 2021.
(As per Ind AS)
| || ||(Rs in Lakhs) |
| ||Year Ended 31-03-2021 ||Year Ended 31-03-2020 |
|Revenue from Operations ||124139.63 ||162362.23 |
|Profit Before Finance Cost Depreciation & Amortisation & Tax ||14463.17 ||18729.44 |
|Less: Finance Costs ||6776.10 ||6848.54 |
|Depreciation & Amortisation ||1989.42 ||1844.97 |
|Profit Before Tax ||5697.65 ||10035.93 |
|Less: Provision for Taxation ||1497.58 ||2695.09 |
|Net Profit After Tax ||4200.07 ||7340.84 |
|Add/(Less): Other Comprehensive Income ||160.48 ||(333.61) |
|Total Comprehensive Income carried out to Other Equity ||4360.55 ||7007.23 |
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 2020-21 under review the Revenue from Operations was Rs 124139.63Lakhs as compared to Rs 162362.23 Lakhs of the previous year. The profit before tax forthe year at Rs 5697.65 Lakhs as compared to Rs 10035.93 Lakhs of the previous year. Theprofit after tax for the year at Rs 4200.07 Lakhs as compared to Rs 7340.84 Lakhs of theprevious year.
There were many challenges including non-availability of labour and mobilisation ofresources due to restrictions on movements and fear of COVID-19 pandemic. The situationremain fluid as duration and scope of COVID-19 is continuously evolving. The future impacton business operations is difficult to assess as the situation is unravelling at a fastpace.
The operations of the Company for year under review continued to be impacted bypre-cautionary measures adopted to contain COVID-19 pandemic. The project execution andsupply chain management is gathering momentum slowly. The operations are not fullynormalised. The Company expects to recover the carrying value of its assets.
There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthe Financial Statements relate and the date of the Report.
The paid up Equity Share Capital as at 31st March 2021 stood at Rs 968.94 Lakhs.During the year under review the Company did not issue any Equity Shares and there hasbeen no change in the capital structure of the Company.
Your Directors are pleased to recommend a Dividend of Rs 2 per equity share of facevalue of Rs 2/- each (100%) for the financial year ended 31st March 2021 on paid-up sharecapital of the Company as against Rs 2 per equity share of face value of Rs 2/- each forthe previous financial year ended 31st March 2020. The same rate of Dividend asrecommended for the previous financial year 2019-20 is recommended by the Board with aview to conserve the funds in this uncertain times. The Dividend subject to the approvalof the Members at the 95th Annual General Meeting convened on 26th August 2021 will bepaid on or after 31st August 2021 to those Members whose names appear in the Register ofMembers as on the date of Book Closure i.e. Friday 13th August 2021. The dividend of Rs2/- per equity share of Rs 2/- each will amount to Rs 968.94 Lakhs.
TRANSFER TO RESERVES:
The Company do not propose to transfer any amount to General Reserve.
Due to the COVID-19 pandemic which resulted in nationwide lockdown and slowing down ofthe economy during the year release of funds by various State authorities against workdone got delayed resulting in slower realisation of receivables and brief elongation ofWorking Capital cycle.
The brief elongation of working capital cycle reflected in Credit Rating Agencyawarding A- rating to the Company from its existing rating of A.
During such challenging times the Company focussed on maximising collections and couldmaintain the liquidity position quite satisfactorily and optimum utilisation of financialresources was achieved. The Company had a cordial relationship with its Bankers and tradecreditors and has been prompt in meeting its obligation towards them.
COVID-19 SITUATION & UPDATES:
The rapidly evolving COVID-19 pandemic not only posed health challenges butsignificantly impacted businesses and economy across the world. Your Company committeditself to the nation's fight against COVID-19 and confronted the uncertainties byfocussing on safeguarding the health of its employees ensuring business continuity andsupporting communities through its relief efforts. Since outbreak of Covid-19 Coronaviruspandemic in the country from the end of March 2020 the Company had been takingappropriate steps including work from home to ensure safety and health of all theCompany's employees.
INCOME TAX ASSESSMENT:
The income tax assessment of your Company has been completed till assessment year2018-19. 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 39599.60 Lakhs. Outof this amount the major disputed amount of Rs 39116.90 Lakhs pertains to claim ofsection 80IA regarding eligibility of deduction/exemption of profit earned from executionof infrastructure project. However necessary provision for tax of Rs 13565.79 Lakhs onthis has been already made in accounts. The balance amount of Rs 482.70 Lakhs pertains toother items of disallowance such as section 14A disallowance land valuation of Wadalaproperty and some expenses claimed u/s 80G. The necessary provision for tax on thesedisallowance has been made in accounts except for the disallowance made u/s 14A as thesame disallowance has been deleted in the previous years by the First and Second AppellateAuthority.
The appeal filed by the Income Tax Department is pending in the Bombay High Court forA.Y 2003-04. The issue involved in A.Y 2003-04 is regarding claim of deduction u/s 80IAallowed by the Income Tax Appellate Tribunal amounting to Rs 1068.27 Lakhs. However dueto subsequent retrospective amendment made to section 80IA by Finance Act 2009 as anabundant caution provision for the basic tax liability of Rs 392.59 Lakhs on the claim ofRs 1068.27 Lakhs has been made in the accounts.
During the year the Company had permanently closed its factory at Yelhanka BengaluruKarnataka after completing all the formalities.
The total number of factories of the Company as at the end of the year under reviewstands at 19.
DEVELOPMENT OF LAND:
The development of the Company's lands at Hadapsar and Vadgaon Pune SRA project atWadala Mumbai and at Badarpur New Delhi are at initial stages of obtaining developmentrelated approvals from the various Authorities.
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 Directors Promoter & Promoter's Group Designated Persons Employees andtheir immediate relatives Senior Management Personnel NonExecutive 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 and Analysis Report and Corporate Governance Reportappearing elsewhere in this Annual Report forms part of the Board's Report. A certificatefrom the Statutory Auditors of the Company certifying the compliance of conditions ofCorporate Governance is also annexed hereto.
The Company had terminated its Fixed Deposits Schemes w.e.f. 28th July 2009 andstopped accepting / renewing deposits since then. Accordingly the Company hadrepaid/transferred to IEPF all those deposits together with interest thereon as and whenthey had matured on their respective due dates to fixed deposit holders claiming thesame/which remained unclaimed.
There are no unclaimed/unpaid deposits or interest lying with the Company as at 31stMarch 2021.
During the year CARE Ratings Limited has reviewed and evaluated its rating for Longterm Bank facilities (Term Loan) as CARE A-; Stable [Single A Minus; Outlook: Stable]Long term Bank facilities (Fund based) as CARE A-; Stable [Single A Minus; Outlook:Stable] Short term Bank Facilities (Non-fund based) as CARE A2+ [A Two Plus] and Longterm/Short term Bank Facilities (Non-fund based) as CARE A-; Stable/ CARE A2+ [Single AMinus; Outlook: Stable/ A Two Plus] .
The details of Credit Ratings reviewed during the year by CARE Ratings Ltd. areuploaded 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 Section186 of the Companies Act 2013 are given in the Financial Statements for the year ended31st March 2021.
CORPORATE SOCIAL RESPONSIBILITY:
The Corporate Social Responsibility (CSR) Policy of the Company and the CSRprograms/activities undertaken during the financial year 2020-21 are set out in"Annexure A" and forms part of the Board's Report. For other details of the CSRCommittee please refer to the Corporate Governance Report which forms part of thisreport. The policy is available on the website of the Company www.indianhumepipe.com.
In accordance with Section 135 of the Companies Act 2013 Rules thereunder and ScheduleVII during the financial year 2020-21 the Company had undertaken CSR activities andincurred CSR expenditure and donated/ spent '.14700000/-.
Due to COVID-19 pandemic situation in the country since March 2020 continuing beyondF.Y. 2020-21 and restrictions on movements there were challenges in identifyingassessing appraising shortlisting and selecting CSR projects and its implementationthereof. In view of these unprecedented challenges under COVID-19 pandemic situation inthe country for the Financial Year 2020-21 the Company could spend Rs 14700000/- outof the committed CSR obligations of '. 23565000/- and was unable to spend CSRexpenditure of '. 8865000/- on account of above reasons. Being non-ongoing CSR projectsthe unspent CSR expenditure of Rs 8865000/- for F.Y 2020-21 will be donated/contributedto the specified Fund/s within a period of six months from the end of the financial year31st March 2021 i.e. on or before 30th September 2021 as required under section 135(5)of the Companies Act 2013 and Rules thereunder.
The Board of Directors of the Company has recently re-constituted Risk ManagementCommittee and approved revised role of the committee given in the Corporate GovernanceReport forming part of the Board's Report. The Company has a Risk Management Policy toidentify evaluate monitor and mitigate risks. The risk framework defines the riskmanagement approach across the enterprise at various levels including documentation andreporting. The details of Risk Management Committee are given in the Corporate Governancereport.
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 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 undertakes corrective action in their respective areas andthereby strengthen the controls.
INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS:
The Company has in place adequate internal financial controls with reference to theFinancial Statements to provide reasonable assurances with regard to recording andproviding financial information complying with the applicable accounting standards.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
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 AND KEY MANAGERIAL PERSONNEL:
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 per provisions of the Companies Act 2013 rules thereunder SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 (Listing Regulations) and therehas been no change in the circumstances which may affect their status as an IndependentDirectors during the year. In the opinion of the Board of Directors all the IndependentDirectors fulfil the criteria of independence as provided under the Act rules madethereunder and the Listing Regulations and that they are independent of the management.
In accordance with provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Ms. Jyoti R. Doshi Non-Executive Director of the Companyretires by rotation at the ensuring 95th Annual General Meeting and being eligible offersherself for re-appointment. The Profile of Director seeking reappointment pursuant toRegulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is included in the Notice of 95th Annual General Meeting of the Company.
Details of the proposal for re-appointment of director is given in the Notice of AGM.
During the year there is no change in Key Managerial Personnel (KMP) of the Company. Interms of Section 203 of the Act the Key Managerial Personnel of the Company are Mr. RajasR. Doshi Chairman and Managing Director Mr. Mayur R. Doshi Executive Director Mr. M.S. Rajadhyaksha Chief Financial Officer and Mr. S. M. Mandke Company Secretary.
None of the Directors and Key Managerial Personnel of the Company has any pecuniaryrelationships or transactions with the Company other than salary commission sittingfees reimbursement of expenses incurred by them for attending the meetings of the Companyand in case of Ms. Anima B. Kapadia Non-Executive Non-Independent Director of theCompany and Sole Proprietor of M/s. Daphtary Ferreira and Divan Solicitor and Advocate ofthe Company the payment of professional fees to her in the capacity as Advocate andSolicitor.
Remuneration and other details of the KMP of the Company for the financial year ended31st March 2021 are provided in the Extract of the Annual Return forming part of thisreport.
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 Listing Regulations viz. Audit Committee Nomination and Remuneration CommitteeStakeholders Relationship Committee Corporate Social Responsibility Committee and RiskManagement Committee.
The composition of the Audit Committee as given in the Corporate Governance Report isin accordance with Section 177 of the Companies Act 2013 Rules thereunder and ListingRegulations. The members of the Audit Committee are financial literate and have experiencein financial management. All the recommendations made by the Audit Committee have beenaccepted by the Board of Directors.
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 Committees of the Board and individual Directors have beencarried out by the Board.
The performance evaluation of the Independent Directors was carried out by the entireBoard and the performance evaluation of the Chairman NonIndependent Directors and Boardwas 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 19th March 2021 without the attendanceof 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 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 responsibilities as Directors the operations of the Companybusiness 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 takingplace in the Company and its operations.
The Board on the recommendation of the Nomination & Remuneration Committee hadformulated and adopted the Remuneration policy for selection and appointment of DirectorsSenior 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 theDirectors.
During the year five Board Meetings and five Audit Committee meetings were held asunder :
29th June 2020 14th July 2020 29th August 2020 11th November 2020 and 11thFebruary 2021.
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 two meetings ofCorporate Social Responsibility Committee and a meeting of Stakeholders RelationshipCommittee 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 notexceed one hundred and twenty days.
DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134 of the Companies Act 2013 theDirectors state that:
a) in the preparation of the Annual Accounts for the financial year ended 31st March2021 the applicable Accounting Standards and Schedule III of the Companies Act 2013 havebeen followed along with proper explanation relating 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 2021 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 to be followed by the Company andthat such internal 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.
The Auditors' Report to the Members on the Financial Statements of the Company for thefinancial year ended 31st March 2021 is a part of the Annual Report. The Auditors Reportfor the financial year 31st March 2021 does not contain any qualification reservation oradverse remark. During the financial year 2020-21 the Auditors had not reported any matteru/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 91st AGM held on 10th July 2017 appointed M/s.Deloitte Haskins & Sells LLP Chartered Accountants Mumbai bearing ICAI FirmRegistration No.117366W/W-100018 as Statutory Auditors of the Company to hold office fromthe conclusion of 91st Annual General Meeting (AGM) till the conclusion of 96th AnnualGeneral Meeting.
SECRETARIAL AUDITORS AND SECRETARIAL STANDARDS:
Secretarial Audit for the financial year 2020-21 was conducted by M/s. JHR &Associates Company Secretaries pursuant to the provisions of Section 204 of theCompanies Act 2013 and the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014. The Report of the Secretarial Auditors is annexed as"Annexure C".
The Board of Directors has appointed M/s. JHR & Associates Company Secretaries asthe Secretarial Auditors to conduct Audit of secretarial records of the Company for thefinancial year 2021-22. The Company has received written consent from them stating thatthe appointment will be in accordance with the applicable provisions of the Act and theRules thereunder.
During the financial year 2020-21 the Secretarial Auditors had not reported any matteru/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 theCompany has obtained Annual Secretarial Compliance Report for the financial year ended31st March 2021 from the Practicing Company Secretaries and submitted the same to theStock Exchanges.
During the year 2020-21 the Company has complied with applicable Secretarial Standardsissued by the Institute of the Company Secretaries of India.
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:
The Company has formulated a policy on Related Party Transactions which is uploaded onthe Company's website. The policy deals with review and approval of related partytransactions. The Board of Directors have approved the criteria for making the omnibusapproval by the Audit Committee within the overall frame work of the policy on relatedparty transactions. Omnibus approval is obtained for related party transactions which areof repetitive nature and in the ordinary course of business and on an arm's length basis.
All related party transactions are placed before the Audit Committee for review andapproval. Mr. Rajas R. Doshi Chairman and Managing Director and Mr. Mayur R. DoshiExecutive Director are having credit balances of Rs 0.99 Lakhs and Rs 0.50 Lakhsrespectively as of 31st March 2021 with the Company in current account.
There are no transactions with related parties to be reported in Form AOC-2. All therelated party transactions entered into during the year under review were in the ordinarycourse of business and on an arm's length basis. There are no material related partytransactions entered into during the financial year 2020-21 by the Company.
The disclosure of transactions including with related party belonging to thePromoter/Promoter Group which holds 10% or more shareholding in the Company as per formatprescribed in the Accounting Standards for annual results is given in note No. 2.33 to theNotes to Accounts.
EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act the Annual Return ason March 31 2021 is available on the website of the Company at linkhttp://www.indianhumepipe.com/portals/0/images/pdf/ annual_report/AnnexF2021.pdf
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The information under Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 read with Section 197 of the Act is attached as"Annexure F".
The Company is having total strength of 1478 permanent employees as on 3181 March 2021working at various locations such as Factories / Projects/ Project Offices/Head Office andResearch & 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 financial year under review the Company did not receive any complaints ofsexual harassment and no cases were filed under the POSH Act. As per the provisions of theAct the Company has formed Internal Complaints Committees to redress the grievances ofwomen employees under the Act.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF): During the year underreview the Company has transferred Rs 565768/- of unclaimed dividend for the financialyear 2012-13 to IEPF Authority. In terms of Section 124(6) and IEPF Rules 2016 of theCompanies Act 2013 the Company has transferred 29875 equity shares to IEPF Authority ofthose shareholders who did not claim dividend for seven consecutive years.
The Company has appointed Mr. S.M. Mandke Company Secretary as
the Nodal Officer for the purpose of verification of claims filed with the Company interms of IEPF Rules and for co-ordination with the IEPF Authority. The said details arealso available on the website of the Company www.indianhumepipe.com
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. TheCompany 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 itsown shares by employees / Directors or by trustees for the benefit of the employees orDirectors.
BUSINESS RESPONSIBILITY REPORT:
Business Responsibility Report for the financial year 2020-21 describing theinitiatives taken by the Company from an environmental social and governance perspectiveas required in terms of Regulation 34(2)(f) of SEBI Listing Regulations separately formspart of this Annual Report.
DIVIDEND DISTRIBUTION POLICY:
The Dividend Distribution Policy of the Company as required under the ListingRegulations was adopted to set out the parameters and the circumstances that will be takeninto account by the Board of Directors in determining the distribution of dividend to itsshareholders. The policy is available on the Company's web site at www.indianhumepipe.comand a web-link is http://www.indianhumepipe.com/Portals/0/images/pdf/Corporate_Governance/Dividend_Distribution_Policy.pdf
Your Directors record their gratitude to the Shareholders Customers BankersGovernment Departments Vendors 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 : 12th June 2021 || |