Indian Hume Pipe ANNUAL REPORT 2012-2013 SIDOIPET WATEI SUPPLY IMPROVEMENT S~HEME Intake Well cum Pump House Wlrter TlNtment Plant Ground Lavel Balancing RH8rvior of 5 Lakh Liter Capacity. ElevMecl storage Ruervoir of 8 Lakh Liter Capacity Board of Directors Mr. Rajas R. Doshi : Chairman & Managing Director Mr. Ajit Gulabchand Ms. Jyoti R. Doshi Mr. Rajendra M. Gandhi Mr. Rameshwar D. Sarda Mr. N. Balakrishnan Ms. Anima B. Kapadia Mr. Vijay Kumar Jatia Mr. P. D. Kelkar Mr. Mayur R. Doshi : Executive Director Company Secretary Mr. S. M. Mandke Executives Mr. P. R. Bhat : Sr. General Manager Mr. Ajay Asthana : General Manager Mr. G. Pundareekam : General Manager Mr. Shashank J. Shah : General Manager Mr. S. P. Makhija : General Manager Mr. M. S. Rajadhyaksha : Controller of Accounts & Finance Mr. B. S. Narkhade : Chief Internal Auditor Mr. A. B. Joshi : Chief Personnel Manager Auditors M/s. K. S. Aiyar & Co., Chartered Accountants F-7, Laxmi Mills, Shakti Mills Lane, (Off. Dr. E. Moses Road), Mahalaxmi, Mumbai – 400 011 Solicitors M/s. Daphtary Ferreira & Divan M/s. Udwadia, Udeshi & Argus Bankers State Bank of India Bank of Baroda CONTENTS State Bank of Hyderabad HDFC Bank Ltd. Notice 2 Corporation Bank Management Discussion and Analysis Report 7 Registrar & M/s. Link Intime India Pvt. Ltd. Directors’ Report 15 Transfer Agent C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (W), Mumbai – 400 078 Corporate Governance Report 19 Tel No. 022-25946970 Fax No. 022-25946969 Auditors’ Certificate on Corporate Governance 27 nd Registered Office Construction House, 2 Floor, Auditors’ Report 28 5, Walchand Hirachand Road, Ballard Estate, Mumbai – 400 001 Balance Sheet 32 Tel No.: 022-22618091 / 92, 40748181 Fax No.:022-22656863, Statement of Profit and Loss 33 email : [email protected] Website : www.indianhumepipe.com Cash Flow Statement 34 Annual General Thursday, 25th July, 2013, at 4.00 P.M. Significant Accounting Policies 35 Meeting Walchand Hirachand Hall, Indian Merchants’ Chamber Building, Notes to Financial Statements 38 4th Floor, Indian Merchants’ Chamber Marg, Churchgate, Mumbai – 400 020 Important Financial Statistics 56 1 ANNUAL REPORT 2012-2013 NOTICE NOTICE NOTICE is hereby given that the EIGHTY SEVENTH ANNUAL GENERAL MEETING of the Company will be held as scheduled below :- DAY : Thursday DATE : 25th July, 2013 TIME : 4.00 P. M. PLACE : Walchand Hirachand Hall, Indian Merchants’ Chamber Building, 4th floor, Indian Merchants’ Chamber Marg, Churchgate, Mumbai - 400 020 ORDINARY BUSINESS : 1. To consider and adopt the Audited Balance Sheet as at 31st March, any time and from time to time and in such manner as the Board of 2013, Profit & Loss Account for the year ended on that date and the Directors may deem fit and as may be agreed to between the Board Reports of the Board of Directors and the Auditors thereon. and Mr. Rajas R. Doshi so as not to exceed the maximum limit for the payment of remuneration as per applicable provisions including 2. To declare a Dividend on Equity Shares of the Company. Schedule XIII of the Companies Act, 1956 or any such re-enactment / amendment thereto. 3. To appoint a Director in place of Ms. Jyoti R. Doshi, who retires by rotation and being eligible, offers herself for re-appointment. RESOLVED FURTHER THAT for the purpose of giving effect to this resolution the Board of Directors be and are hereby authorised to 4. To appoint a Director in place of Mr. Rajendra M. Gandhi, who retires do all acts, deeds, matters and things as the Board of Directors may by rotation and being eligible, offers himself for re-appointment. in their absolute discretion deem necessary, expedient, usual and proper in the best interest of the Company.” 5. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution : 7. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 224 and other applicable provisions, if any of the Companies Act,1956, “RESOLVED THAT subject to the provisions of Section 228 of the M/s. K. S. Aiyar & Co., Chartered Accountants, bearing ICAI Companies Act, 1956 and other provisions if any, consent of the Registration No.100186W, the retiring Auditors of the Company, be Company be and is hereby accorded to the re-appointment of and they are hereby re-appointed as the Auditors of the Company, to M/s. Brahmayya & Co., Chartered Accountants, Hyderabad, retiring hold office from the conclusion of this Annual General Meeting until Branch Auditors of the Company to carry out Branch Audit, Limited the conclusion of the next Annual General Meeting, to do Statutory Review and Tax Audit of the Company’s Factories, Projects and Audit of the Company’s accounts including its branches for the Project Offices in the State of Andhra Pradesh, as Branch Auditors Financial Year 2013-14 on a remuneration as may be fixed by the for the financial year 2013-14 and to hold office from the conclusion Board of Directors of the Company and that they be paid, in addition, of this Annual General Meeting until the conclusion of the next Annual out of pocket and/or travelling expenses they may incur in carrying General Meeting, on a remuneration to be decided by the Board of out their duties as such Auditors.” Directors in consultation with the Branch Auditors plus reimbursement of out of pocket expenses as may be incurred by them. SPECIAL BUSINESS : RESOLVED FURTHER THAT the consent of the Company be and 6. To consider and, if thought fit, to pass, with or without modification(s), is hereby accorded to the Board of Directors to appoint Branch the following resolution as a Special Resolution : Auditors of the Company under Section 228 of the Companies Act, “RESOLVED THAT pursuant to the provisions of Sections 198, 269, 1956 for auditing accounts of such other locations of the Company 309, 310, 311 read with Schedule XIII as amended up-to-date and in other State(s), if required to be audited under Section 228 of the other applicable provisions, if any, of the Companies Act, 1956 (“the Companies Act, 1956 for the financial year 2013-14, on such terms Act”) (including any statutory amendment or re-enactment thereof and conditions, as they may deem fit. for the time being in force) and subject to such other approvals / RESOLVED FURTHER THAT the Board of Directors of the Company sanctions as may be necessary, the Company hereby accords its be and is hereby authorised to do all such acts and things as may be consent and approval to the re-appointment of Mr. Rajas R. Doshi necessary, desirable and expedient to give effect to this resolution.” as the Chairman & Managing Director of the Company for a further period of 5 (five) years with effect from 1st July, 2013 to 30th June, 2018 on the remuneration, perquisites and allowances and on other terms and conditions (including the remuneration to be paid in the By Order of the Board of Directors, event of loss or inadequacy of profits in any financial year during the aforesaid period) as set out in the draft Agreement to be entered S. M. Mandke into between the Company and Mr. Rajas R. Doshi, a copy whereof Company Secretary initialled by a Director of the Company for the purpose of identification Registered Office: is placed before this meeting which draft agreement is hereby Construction House, 2nd floor, specifically approved with liberty and power/authority to the Board 5, Walchand Hirachand Road, of Directors (including Remuneration Committee) to increase, alter Ballard Estate, Mumbai - 400 001 or vary the terms of the remuneration, perquisites and allowances including monetary value thereof as set out in the Agreement at Date : 29th May, 2013 THE INDIAN HUME PIPE COMPANY LIMITED 2 NOTICE NOTES:- Ladies Wing and had also shouldered the responsibility of the prestigious Exhibition Committee as Chairperson. She is (a) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS relative of Mr. Rajas R. Doshi, Chairman and Managing Director ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD and Mr. Mayur R. Doshi, Executive Director of the Company. OF HIMSELF / HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. Proxies in order to be effective must Ms. Jyoti R. Doshi holds 1,56,665 Equity Shares of the be received at the Registered Office of the Company not less than Company. 48 hours before the time for holding the Annual General Meeting. ii) Mr. Rajendra M. Gandhi (66) is Bachelor of Engineering (b) The relevant Explanatory Statement pursuant to Section 173 of the (Metallurgy) from University of Pune and MBA from Michigan Companies Act, 1956 in respect of the Special business under item University, U.S.A., having good financial knowledge. He Nos.6 and 7 above, to be transacted at the meeting is annexed hereto. is associated with the Company since 1996 and has industry experience of more than 39 years besides being (c) The Register of Members and the Share Transfer Books of the the Proprietor of M/s. Navbharat Automobiles, Solapur. Company will remain closed from Friday, 12th July, 2013 to Thursday, He is Chairman of the Audit Committee and Member of the 25th July, 2013 (both days inclusive). Remuneration Committee of the Company. (d) The Dividend for the year ended 31st March, 2013, as recommended Mr. Rajendra Gandhi does not hold any Shares of the Company. by the Board, if sanctioned at the meeting, will be payable to those Members whose names appear in the Register of Members as on iii) Mr.