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Indian Hume Pipe Company Ltd.

BSE: 504741 Sector: Infrastructure
NSE: INDIANHUME ISIN Code: INE323C01030
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OPEN 171.00
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VOLUME 21755
52-Week high 218.90
52-Week low 133.75
P/E 28.98
Mkt Cap.(Rs cr) 837
Buy Price 0.00
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OPEN 171.00
CLOSE 171.95
VOLUME 21755
52-Week high 218.90
52-Week low 133.75
P/E 28.98
Mkt Cap.(Rs cr) 837
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 3181 March 2020.

FINANCIAL RESULTS:

(As per Ind AS)

( Rs.in Lakhs)

Year Ended 31-03-2020 Year Ended 31-03-2019
Revenue from Operations 162362.23 164552.77
Profit Before Finance Cost Depreciation & Amortisation & Tax 19539.38 19757.64
Less: Finance Costs 7658.48 5357.55
Depreciation & Amortisation 1844.97 1173.34
Profit Before Tax 10035.93 13226.75
Less: Provision for Taxation 2695.09 4595.51
Net Profit After Tax 7340.84 8631.24
Add/(Less): Other Comprehensive Income (333.61) 5.42
Total Comprehensive Income carried out to Other Equity 7007.23 8636.66

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 2019-20 under review the Revenue from Operations was Rs.162362.23Lakhs as compared to Rs.164552.77 Lakhs of the previous year. The profit before tax forthe year at Rs.10035.93 Lakhs as compared to Rs.13226.75 Lakhs of the previous year. Theprofit after tax for the year at Rs.7340.84 Lakhs as compared to Rs.8631.24 Lakhs of theprevious year.

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.

DIVIDEND:

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 2020 onpaid-up share capital of the Company as against Rs.3.60 per equity share of face value ofRs.2/- each for the previous financial year ended 31st March 2019. Thecurtailment of Dividend is recommended by the Board with a view to conserve the funds inthis uncertain times. The Dividend subject to the approval of the Members at the 94thAnnual General Meeting convened on 4th September 2020 will be paid on or after8th September 2020 to those Members whose names appear in the Register ofMembers as on the date of Book Closure i.e.Tuesday 25th August 2020. Thedividend of Rs.2/- 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.

FINANCE:

Due to slowing down of economy release of funds by various State authorities againstwork done got delayed resulting in elongation of Working Capital cycle. The Company alsoincurred substantial CAPEX of about Rs.34 crores during the year for setting up newFactory at Walwa near Sangli and incured CAPEX of about Rs.16 crores for modification toproduction facilities at Kanhan near Nagpur in Maharshtra. This necessitated the Companyto increase the level of borrowing leading to increased Finance Cost.

Elongation of working capital reflected in Credit Rating Agency awarding A+ rating tothe Company from its existing rating of A1+.

During such challenging times the Company could maintain the liquidity position quitesatisfactorily and optimum utilisation of financial resources was achieved. The Companyhad a cordial relationship with its Bankers and trade creditors and has been prompt inmeeting its obligation towards them.

COVID-19 SITUATION & UPDATES:

In view of the nationwide lockdown announced by the Government of India to control thespread of COVID-19 the Company's business operations were temporarily disrupted. TheCompany has resumed operations in a phased manner in line with the Government directives.The Company has assessed the impact of COVID-19 on its financial statements based on theavailable information upto the date of approval of the financial statements as of 31stMarch 2020 and the Company expects to recover the carrying amounts of its investmentstrade receivables project work in-progress and inventories. Given the uncertaintiesassociated with its nature and duration the actuals may differ from the estimatesconsidered in the financial results for the year ended 31st March 2020. Thefuture impact on the business operations is difficult to assess at this point as thesituation is unravelling at a fast pace.

INCOME TAX ASSESSMENT:

The income tax assessment of your Company has been completed till assessment year2017-18. 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.22306.43 Lakhs. Outof this amount the major disputed amount of Rs.21923.41 Lakhs pertains to claim ofsection 80IA regarding eligibility of deduction/exemption of profit earned from executionof infrastructure project. The balance amount of Rs.383.02 Lakhs pertains to other itemsof disallowance such as section 14A disallowance land valuation of Wadala property.However necessary provision for tax of Rs.7580.97 Lakhs has been already made in accountsexcept for the disallowance made u/s 14A as the same disallowance has been deleted in theprevious years by the First and Second Appellate Authority.

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 of'1068.27 Lakhs has been made in the accounts.

FACTORIES:

During the year the Company has set up new factory at Walwa near Sangli and upgradedits Kanhan factory near Nagpur in Maharashtra.

The Company has decided to permanently close down its Yelhanka factory at BengaluruKarnataka subject to obtaining all approvals sanctions and permissions.

The total number of factories of the Company as at the end of the year stands at 20.

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 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 Board's Report. A certificate from the Statutory Auditors of the Companycertifying the compliance of conditions of Corporate Governance is also annexed hereto.

PUBLIC DEPOSITS:

The Company had terminated its Fixed Deposits Schemes w.e.f. 28th July 2009and stopped accepting / renewing deposits since then. Accordingly the Company had repaidall those deposits together with interest thereon as and when they had matured on theirrespective due dates on fixed deposit holders claiming the same.

During financial year 2019-20 an amount of Rs.5924.38 being unpaid/ unclaimedinterest on fixed deposits had been transferred to IEPF on their respective due dates.There are no unclaimed/unpaid deposits or interest lying with the Company as at 31stMarch 2020.

CREDIT RATINGS:

During the year CARE Ratings Limited has reviewed and evaluated its rating for Longterm Bank facilities (Term Loan) as CARE A;Stable (Single A; Outlook:Stable) Long termBank facilities (Fund based) as CARE A; Stable (Single A; Outlook:Stable) Short term BankFacilities (Non-fund based) as CARE A1 (A One) and Long term/Short term Bank Facilities(Non-fund based) as CARE A;Stable/CARE A1 (Single A; Outlook:Stable / A One).

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 ended 31stMarch 2020.

CORPORATE SOCIAL RESPONSIBILITY:

The Corporate Social Responsibility (CSR) Policy of the Company and the CSRprograms/activities undertaken during the financial year 2019-20 are set out in"Annexure A" and forms part of the Board's Report. For other details of the CSRCommittee please refer to Corporate Governance Report which forms part of this report.The policy is available on the website of the Company www.indianhumepipe.com

In accordance with Section 135 of the Companies Act 2013 Rules thereunder and ScheduleVII the Company has incurred total CSR expenditure of Rs.28085000/- for the financialyear 2019-20 by way of corpus donation of Rs.27085000/- to Ratanchand HirachandFoundation the Implementing Agency which had carried out CSR activities on behalf ofCompany. In addition the Company has given donation of Rs.10 Lakhs to Swachh Bharat Koshset up by the Central Government as set out in Annexure A.

DONATIONS:

In addition to the above CSR expenditure the Company has given following donations to:

i) Rotary Foundation Rs.6.90 Lakhs a Charitable Organization

ii) Chief Minister's Relief Fund of Madhya Pradesh State Government Rs.10 Lakhs

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 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 undertake 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.

Pursuant to the provisions of the Act and the rules and based on the recommendation ofNomination and Remuneration Committee the Board has appointed Ms. Sucheta N. Shah (DIN:00322403) as an Independent Director of the Company for a period of three years from 12thFebruary 2020 to 11th February 2023 subject to the approval of the Members atthe ensuing 94th Annual General Meeting of the Company. In terms of section 161of the Act she holds office up to the date of this Annual General Meeting. The Company hasreceived a notice in writing from a Member proposing her candidature for the office ofDirector. Ms. Shah will not be liable to retire by rotation.

Ms. Anima B. Kapadia Non-Executive Director of the Company retires by rotation at theensuring 94th Annual General Meeting and offers herself for re-appointment.Brief resume and other details as required under the Act and the Listing Regulations forher re-appointment as Director are provided in the Notes to the Notice of 94thAnnual General Meeting of the Company.

Mr. P. D. Kelkar Independent Director passed away on 15th September 2019.During the year Mr. N. Balakrishnan Independent Director of the Company ceased as anIndependent Director on completion of his term on 15th March 2020. The Boardplaces on record their appreciation of services rendered by late Mr. P. D. Kelkar and Mr.N. Balakrishnan during their tenure.

Details of the proposal for appointment/re-appointment of directors are given in theNotice of AGM and Explanatory Statement u/s 102 of the Companies Act 2013.

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 reimbursment expenses incurred by them for attending the meetings of the Company andin case of Ms. Anima B. Kapadia Non-Executive Non-Independent Director of the Companyand Sole Proprietor of M/s. Daphtary Ferreira and Divan Solicitor and Advocate of theCompany 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 2020 are provided in the Extract of the Annual Return forming partof this report.

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 Listing Regulations viz. Audit Committee Nomination and Remuneration CommitteeStakeholders Relationship Committee CSR Committee and Risk Management 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.

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 January2017 issued by SEBI with respect to Guidance Note on Board Evaluation annual performanceevaluation of the Board as well as of the Committees of the Board and individual Directorshave been carried out by the Board.

The performance evaluation of the Independent Directors was carried out by the entireBoard and the performance evaluation of the Chairman Non-Independent 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 13th March 2020 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 except Mr. N. Balakrishnan 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 given in the Corporate Governance Reportand the same is also available on the website of the Company.

REMUNERATION POLICY:

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 May 2019 14th June 2019 12th August 2019 13thNovember 2019 and 12th February 2020.

The Composition of Audit Committee is as under:

Sr. No. Name of the Member Category
1. Mr. Rajendra M. Gandhi Chairman
2. Mr. Rameshwar D. Sarda Member
3. Mr. Vijay Kumar Jatia Member
4. Mr. P D. Kelkar* Member

* Ceased on re-constitution of Committee w.e.f. 29th May 2019

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 31stMarch 2020 the applicable Accounting Standards and Schedule III of the Companies Act2013 have been followed along with proper explanation relating to material departures ifany.

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 2020 and of theprofit of the 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.

STATUTORY AUDITORS:

The Auditors Report to the Members on the Financial Statements of the Company for thefinancial year ended 31st March 2020 is a part of the Annual Report. TheAuditors Report for the financial year 31st March 2020 does not contain anyqualification reservation or adverse remark. During the financial year 2019-20 theAuditors had not reported any matter u/s 143 (12) of the Act therefore no details arerequired to be disclosed u/s 134 (3) (ca) of the Act.

The Members of the Company had at the 91st AGM held on 10th July2017 appointed M/s. Deloitte Haskins & Sells LLP Chartered Accountants Mumbaibearing ICAI Firm Registration No.117366W/W-100018 as Statutory Auditors of the Companyto hold office from the conclusion of 91st Annual General Meeting (AGM) tillthe conclusion of 96th Annual General Meeting (subject to ratification of theappointment by the Members at every AGM held after the aforesaid AGM if so required underthe Act). The requirement to place the matter relating to such appointment forratification by Members at every Annual General Meeting had been omitted with effect from7th May 2018.

COST AUDITOR:

In terms of Section 148 of the Companies Act 2013 read with Companies (Cost Recordsand Audits) Rules 2014 and in pursuance of the recommendation of the Audit Committee theBoard of Directors have appointed Mr. Vikas Vinayak Deodhar Cost Accountant MumbaiMembership No.3813 as Cost Auditor of the Company for the financial year 2020-21 toconduct the audit of the cost records of applicable products of the Company on aremuneration of Rs.120000/- in addition payment of GST as applicable and reimbursementof out of pocket expenses and/or travelling expenses as may be incurred by him subject toratification and confirmation of remuneration by the Shareholders at the ensuing AGM. TheCompany has received written consent from the Cost Auditor stating that the appointmentwill be in accordance with the applicable provisions of the Act and the Rules thereunder.

During the financial year 2019-20 the Cost Auditor had not reported any matter u/s143(12) of the Act therefore no details are required to be disclosed u/s 134(3) (ca) ofthe Act.

SECRETARIAL AUDITORS AND SECRETARIAL STANDARDS:

Secretarial Audit for the financial year 2019-20 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 2020-21. 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 2019-20 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 from the Practicing CompanySecretaries and submitted the same to the Stock Exchanges.

During the year 2019-20 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 2020 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 2019-20 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:

The details forming part of the extract of the Annual Return as on 31st March2020 in Form MGT-9 is annexed herewith as "Annexure E" and also available on thewebsite of the Company at link http://www.indianhumepipe.com/portals/0/images/pdf/annual_report/AnnexF1920.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".

INDUSTRIAL RELATIONS:

The Company is having total strength of 1649 permanent employees as on 31stMarch 2020 working at various locations such as Factories / Projects/ ProjectOffices/Head Office 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 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 under review the Company has transferred Rs.531522/- of unclaimeddividend for the financial year 2011-12 to IEPF Authority. In terms of Section 124(6) andIEPF Rules 2016 of the Companies Act 2013 the Company has transferred 45433 equityshares to IEPF Authority of those shareholders who did not claim dividend for sevenconsecutive years.

Further unclaimed interest of Rs.5924.38 of matured fixed deposits which were notclaimed by the fixed deposit holders for a period of seven years from the date they becamedue for payment were also transferred to Investor Education and Protection Fund duringfinancial year 2019-20 in accordance with the provisions of the Companies Act 2013 andRules thereunder.

NODAL OFFICER:

The Company has appointed Mr. S.M. Mandke Company Secretary as the Nodal Officer forthe purpose of verification of claims filed with the Company in terms of IEPF Rules andfor co-ordination with the IEPF Authority. The said details are also available on thewebsite of the Company www.indianhumepipe.com

SHARE CAPITAL:

The paid up Equity Share Capital as at 31st March 2020 stood at Rs.968.94lakhs. During the year under review the Company did not issue any Equity Shares and therehas been no change in the capital structure of the Company.

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. 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 2019-20 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.

ACKNOWLEDGEMENTS:

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.

.