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 Chief Financial Officer Mr. M. S. Rajadhyaksha Executives Mr. P. R. Bhat : Vice President Mr. Ajay Asthana : Sr. General Manager Mr. G. Pundareekam : Sr. General Manager Mr. Shashank J. Shah : General Manager Mr. S. P. Makhija : General Manager Mr. M. N. Gawade : 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 CONTENTS Bank of Baroda State Bank of Hyderabad Notice 2 HDFC Bank Ltd. Corporation Bank Route Map of AGM Venue 9 Management Discussion and Analysis Report 10 Registrar and M/s. Link Intime India Pvt. Ltd. Transfer Agent C-13, Pannalal Silk Mills Compound, Directors’ Report 18 L.B.S. Marg, Bhandup (W), Mumbai – 400 078 Tel No. 022-25946970 / 78 Fax No. 022-25946969 Secretarial Auditors’ Report 28 email : [email protected] Corporate Governance Report 39 Registered Office Construction House, 2nd Floor, Auditors’ Certificate on Corporate Governance 50 5, Walchand Hirachand Road, Ballard Estate, Mumbai – 400 001 Independent Auditors’ Report 51 Tel No.: 022-22618091 / 92, 40748181 Balance Sheet 56 Fax No.:022-22656863, email : [email protected] Statement of Profit and Loss 57 Website : www.indianhumepipe.com CIN No. : L51500MH1926PLC001255 Cash Flow Statement 58 Annual General Wednesday, 27th July, 2016, 4.00 p.m. Significant Accounting Policies 59 Meeting Walchand Hirachand Hall, Indian Merchants’ Chamber Building, Notes to Financial Statements 62 4th Floor, Indian Merchants’ Chamber Marg, Important Financial Statistics 82 Churchgate, Mumbai – 400 020 1 ANNUAL REPORT 2015-2016 NOTICE NOTICE is hereby given that the NINETIETH ANNUAL GENERAL MEETING of the Company will be held as scheduled below :- DAY : Wednesday DATE : 27th July, 2016 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: Mr. Mayur R. Doshi (DIN 00250358) as the Executive Director of the Company for a further period with effect from 1st April, 2016 to 1. To receive, consider and adopt the Audited Financial Statements of 30th June, 2019 on the remuneration, perquisites and allowances the Company for the financial year ended 31st March, 2016 including and on other terms and conditions (including the remuneration to the Audited Balance Sheet as at 31st March, 2016 and the Statement be paid in the event of loss or inadequacy of profits in any financial of Profit & Loss Account for the year ended on that date and the year during the aforesaid period) as set out in the draft Agreement Reports of the Board of Directors and the Auditors thereon. to be entered into between the Company and Mr. Mayur R. Doshi, a 2. To confirm the payment of Interim Dividend as final dividend, for the copy whereof initialled by a Director of the Company for the purpose financial year ended 31st March, 2016. of identification is placed before this meeting which draft agreement is hereby specifically approved with liberty and power/authority 3. To appoint a Director in place of Mr. Mayur R. Doshi (DIN 00250358), to the Board of Directors (on the recommendation of Nomination who retires by rotation and being eligible offers himself for re- and Remuneration Committee and subject to approval of the Audit appointment. Committee) to increase, alter or vary the terms of the remuneration, 4. To consider and, if thought fit, to pass with or without modification(s), perquisites and allowances including monetary value thereof as the following Resolution as an Ordinary Resolution: set out in the Agreement at any time and from time to time and in such manner as the Board of Directors may deem fit and as may be “RESOLVED THAT pursuant to the provisions of Sections 139, agreed to between the Board and Mr. Mayur R. Doshi so as not to 142 and all other applicable provisions of the Companies Act, exceed the maximum limit for the payment of remuneration specified 2013 read with the Companies (Audit and Auditors) Rules, 2014 under the Companies Act, 2013 read with relevant Rules thereunder (including any statutory modification(s) or re-enactment thereof and Schedule V including any re-enactments / amendments thereto. for the time being in force) and pursuant to the resolution passed by the members at the Eighty Ninth Annual General Meeting of RESOLVED FURTHER THAT for the purpose of giving effect to this the Company held on 4th August, 2015, the re-appointment of resolution the Board of Directors be and is hereby authorised to do all M/s. K. S. Aiyar & Co., Chartered Accountants, Mumbai (Firm acts, deeds, matters and things as the Board of Directors may in its Registration No.100186W) as the Auditors of the Company, for a absolute discretion deem necessary and proper in the best interest term of 2 years, i.e. till the conclusion of the 91st Annual General of the Company.” Meeting (AGM) of the Company to be held in the year 2017, which 6. To consider and if thought fit, to pass with or without modification(s), was subject to ratification at every AGM, be and is hereby ratified the following resolution as an Ordinary Resolution: to hold office from the conclusion of this AGM till the conclusion “ RESOLVED THAT pursuant to the provisions of the Companies of the 91st AGM of the Company to be held in the year 2017, to do Act, 2013 and Rules thereunder, the Board of Directors be and are Statutory Audit of the Company’s accounts including its branches hereby authorised to appoint Branch Auditors for auditing accounts for the financial year 2016-17, on a remuneration as may be fixed of branches of the Company for the financial year 2016-17, on such by the Board of Directors of the Company and that they be paid, in terms and conditions, as they may deem fit. addition, Service Tax and reimbursement of out of pocket and / or travelling expenses they may incur in carrying out their duties as RESOLVED FURTHER THAT the Board of Directors of the Company such Auditors. be and is hereby authorised to do all such acts, deeds, matters and things as may be necessary, desirable and expedient to give effect to RESOLVED FURTHER THAT the Board of Directors of the Company this resolution.” be and is hereby authorised to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to 7. To consider and if thought fit, to pass with or without modification(s), give effect to this resolution”. the following resolution as a Special Resolution: SPECIAL BUSINESS: “RESOLVED THAT pursuant to the provisions of Section 14 and all other applicable provisions of the Companies Act, 2013 read with 5. To consider and if thought fit, to pass with or without modification, Companies (Incorporation) Rules, 2014 (including any statutory the following resolution as an Ordinary Resolution: modification(s) or re-enactment thereof, for the time being in force), “RESOLVED THAT pursuant to the provisions of Sections 196, 197, the draft regulations contained in the set of Articles of Association 203 and other applicable provisions of the Companies Act, 2013 and place before the Members, be and is hereby approved and adopted in the rules made thereunder (including any statutory modification(s) or substitution, and to the entire exclusion, of the regulations contained re-enactment thereof), read with Schedule V to the Companies Act, in the existing Articles of Association of the Company; 2013 and the Articles of Association of the Company and subject to RESOLVED FURTHER THAT the Board of Directors of the Company be such other approvals / sanctions as may be necessary, the Company and is hereby authorised to do all acts and take all such steps as may hereby accords its consent and approval to the re-appointment of be necessary, proper or expedient to give effect to this resolution.” THE INDIAN HUME PIPE COMPANY LIMITED 2 NOTICE 8. To consider and if thought fit, to pass with or without modification(s), (4) In case of joint holders attending the Meeting, the joint holder who is the following resolution as an Ordinary Resolution: higher in the order of names will be entitled to vote at the Meeting, if not already voted through remote e-voting. “RESOLVED THAT pursuant to the provisions of Section 148(3) and other applicable provisions of the Companies Act, 2013, read (5) A Route Map showing the directions to reach the venue of the with the Companies (Audit and Auditors) Rules, 2014 (including Annual General Meeting is given at the end of this Notice as per the any amendments thereto or any statutory modification(s) or re- requirement of the Secretarial Standards – 2 on ‘General Meeting’. enactment thereof, for the time being in force) the remuneration (6) The Register of Members and the Share Transfer Books of the payable to Mr. Vikas Vinayak Deodhar, Cost Accountant having Company will remain closed from Wednesday, 20th July, 2016 to Membership No.3813 who was appointed by the Board of Directors Wednesday, 27th July, 2016 (both days inclusive) for the purpose of of the Company to conduct the audit of cost records of the Company Annual General Meeting.