Directors Report of Indian Hume Pipe Company Ltd.

Mar 31, 2025

The Directors are pleased to present Ninety Ninth Annual Report on the business and operations of the Company together with the Audited Financial
Statements of Accounts and Auditor''s Report for the Financial Year ended 31^st March, 2025.

FINANCIAL RESULTS:

(As per Ind AS)

The financial performance of the Company for the financial year ended 31⁸¹ March, 2025 is summarized below:

	Year Ended 31-03-2025	Year Ended 31-03-2024
Revenue from Operations	1,49,123.14	1,38,863.57
Profit before Finance Cost, Depreciation, Amortisation & Tax	19,511.55	18,128.85
Less: Finance Costs	6,234.70	6,390.40
Depreciation & Amortisation	1,469.97	1,389.07
Profit before Exceptional Item and Tax	11,806.88	10,349.38
Add: Exceptional Item	54,522.05	0.00
Profit before Tax	66,328.93	10,349.38
Less: Provision for Taxation	10,523.69	2,586.60
Net Profit after Tax	55,805.24	7,762.78
Add/(Less): Other Comprehensive Income	(274.08)	157.86
Total Comprehensive Income carried out to Other Equity	55,531.16	7,920.64

PERFORMANCE REVIEW:

The Company''s operations of its various projects under execution continued
to be profitable, with continued efforts to reduce costs and improve yield as
also bettering the productivity levels.

During the year 2024-25 under review, the Revenue from Operations was
'' 1,49,123.14 Lakhs as compared to '' 1,38,863.57 Lakhs for the previous
year. The profit before tax for the year was '' 66,328.93 Lakhs as compared
to '' 10,349.38 Lakhs for the previous year. The profit after tax for the year
was '' 55,805.24 Lakhs as compared to '' 7,762.78 Lakhs for the previous
year.

There are no material changes and commitments affecting the financial
position of the Company which have occurred between the end of the
financial year of the Company to which the Financial Statements relate and
the date of the Report.

DIVIDEND:

The Directors are pleased to recommend a total Dividend of '' 5.80
(Rupees Five and Eighty Paise only) per equity share of face value of
'' 2/- each (290%) on 5,26,81,770 Equity Shares of the Company of
the face value of '' 2/- each; which comprises of normal dividend of
'' 1.80 (Rupees One and Eighty Paise only) per equity share of face value
of '' 2/- each (90%) {as against '' 1.50 per equity share of face value of
'' 2/- each (75%) for the previous financial year ended 31^st March, 2024}
and a Special Dividend of '' 4/- (Rupees Four only) per equity share of face

value of '' 2/- each (200%) on account of sale of the Company''s land at
Yelahanka, Bengaluru for the financial year ended 31^st March, 2025.The
total cash outflow of '' 30,55,54,266 (Rupees Thirty Crores Fifty Five Lakhs
Fifty Four Thousand Two Hundred Sixty Six only). The Dividend, subject
to the approval of the Members at the 99^th Annual General Meeting to be
convened on 1^st August, 2025 will be paid on or after 5^th August, 2025 to
those Members whose names appear in the Register of Members of the
Company.

In view of the changes made under the Income-tax Act, 1961, by the
Finance Act, 2020, dividends paid or distributed by the Company shall be
taxable in the hands of the Shareholders. The Company shall, accordingly,
make the payment of the final dividend after deduction of tax at source. The
dividend, if approved at the ensuing Annual General Meeting (AGM), will be
paid to all eligible members.

The Dividend recommendation is in accordance with the Dividend
Distribution Policy (“the Policy”) of the Company. The policy is available on
the website of the Company.

DIVIDEND DISTRIBUTION POLICY:

Pursuant to Regulation 43A of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“the Listing Regulations”), and as
per the SEBI Notification dated 5^th May, 2021 has made the Dividend
Distribution Policy applicable to top 1,000 listed entities by market
capitalization. Pursuant to the aforesaid Notification, the Dividend
Distribution Policy duly approved by the Board, which is available on the

website of the Company (www.indianhumepipe.com) at the below web-link:
https://www.indianhumepipe.eom/Portals/0/images/pdf/Corporate_
Governance/Dividend_Distribution_Policy.pdf

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the financial year 2024-25, there was no change in the nature of
business of the Company.

MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes and commitments since the close
of the financial year, i.e. 31^st March, 2024 till the date of signing of this
Directors'' Report, affecting the financial position of the Company.

SHARE CAPITAL:

The issued, subscribed and paid up Equity Share Capital as at
31^st March, 2025 was '' 1053.64 Lakhs divided into

5,26,81,770 Equity Shares of face value of '' 2/- each.

CHANGE IN AUTHORISED SHARE CAPITAL:

During the financial year 2024-25 there was no change in the
Authorised Share Capital of the Company.

CHANGES IN PAID-UP SHARE CAPITAL OF THE COMPANY

During the financial year 2024-25 there was no change in the
Paid-up Share Capital of the Company.

TRANSFER TO RESERVES:

The Company has not transferred any amount from profit and loss to
General Reserve during financial year 2024-25.

The position of tax demands in dispute as on March 31, 2025 are as under:

During the year under review, liquidity position of the Company was
maintained satisfactorily and optimum utilization of financial resources was
achieved.

The Company had a cordial relationship with its Bankers and trade creditors
and has been prompt in meeting obligations towards them.

The Company continued to enjoy good credit rating from Credit Rating
Agency and Banks during the year under review.

INCOME TAX ASSESSMENT:

The Income tax assessment of the Company has been completed till
assessment year 2023-24. The appeals filed by the Company, against
the assessment orders for various financial years are pending with the
Appellate Authorities including Hon. Income Tax Appellate Tribunal and
Hon. Bombay High Court. The aggregate amount of disallowances /
additions involved in these various appeals is '' 99,497.43 Lakhs.

The appeal filed by the Income Tax Department for A.Y 2003-04 is
pending in the Bombay High Court. The issue involved in A.Y 2003-04 is
regarding claim of deduction u/s 80IA allowed by the Income Tax Appellate
Tribunal, amounting to '' 1,068.27 Lakhs. However, in view of subsequent
retrospective amendment made to Section 80IA by Finance Act, 2009, as
an abundant caution, provision for the basic tax liability of '' 392.59 Lakhs,
on the said claim of '' 1,068.27 Lakhs, has been made in the books of
account.

Nature of Dispute	Amount involved	Tax (including Interest)	Tax Paid status	Tax Provision status	Remarks
Denial of deduction under Section 80-IA of the Income Tax Act	39,116.90	Tax 13,376.50 Interest NIL	13,376.50	Tax demand fully provided in books of accounts	-
Disallowance on account of Wadala land valuation and CSR Expenses	706.79	Tax 241.69 Interest NIL	241.69	Tax demand fully provided in books of accounts	-
Adhoc disallowance of construction expenses	56,863.71	Tax 14,312.29 Interest 3,188.44	300.00	Tax demand not provided in books of accounts	Refer Note 2.43 to Financial Statements
Other disallowances/ additions	2,810.03	Tax 1,367.08 Interest 278.48	0.00	Tax demand not provided in books of accounts	Refer Note 2.43 to Financial Statements
Total	99,497.43	32,764.48	13,918.19

FACTORIES:

The total number of factories of the Company as at the end of the year
under review stands at 19.

DEVELOPMENT OF THE COMPANY’S LAND PARCELS:

The Company has undertaken development of its land parcels at
Hadapsar- Pune and Vadgaon - Pune. The Company has entered into
Development Agreement at Badarpur - Delhi on revenue share basis
and Wadala Mumbai (SRA Project - area share basis) through reputed
Developers and a separate segment wise activity is given in the Management
Discussion and Analysis Report which forms part of the Board''s Report.

SALE OF PROPERTY SITUATED AT YELLANKA, BENGALURU:

The Company through bidding process has sold its non-agricultural
land situated at Venkatala Village, Yelahanka Hobli, Yelahanka Taluk,
Bengaluru Urban District admeasuring 40,875.668 square meters to
M/s Godrej SSPDL Green Acres LLP a subsidiary of Godrej Properties Ltd.
for a total amount of '' 559 Crores on 21^st March, 2025. On transfer of the
land, Company has received the entire consideration amount of the sale.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34 read with Schedule V of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, (‘Listing Regulations''), a detailed review of operations,

performance and future outlook of the Company and its business is given in
the Management Discussion and Analysis which forms part of this Report.

CORPORATE GOVERNANCE REPORT:

In compliance with Regulation 34 of the Listing Regulations, a separate
report on Corporate Governance along with a certificate from the Auditors
on its compliance forms part of this Annual Report. The Company
acknowledges its responsibilities to its Stakeholders and believes that
Corporate Governance helps to achieve commitment and goals to
enhance stakeholder''s value by focusing towards all stakeholders. The
Company maintains highest level of transparency, accountability and good
management practices through the adoption and monitoring of corporate
strategies, goals and procedures to comply with its legal and ethical
responsibilities. The Company is committed to meeting the aspirations of
all its stakeholders.

The Company is fully committed to and continues to follow procedures
and practices in conformity with the Code of Corporate Governance
enshrined in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation
(2) of Regulation 46 and Para C, D and E of Schedule V and all other
applicable Regulation(s) of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015. A detailed
report on Corporate Governance forms part of this Report. The Statutory
Auditor''s Certificate as per the requirements of Para E of Schedule V and
all other applicable Regulation(s) of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, on
compliance with Corporate Governance requirements by the Company is
attached to the Report on Corporate Governance.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Business Responsibility and Sustainability Report for the financial year
2024-25 as required in terms of Regulation 34(2)(f) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 forms part
of the Annual Report.

GENERAL SHAREHOLDER INFORMATION:

General Shareholder Information is given in Item No. XI of the Report of
Corporate Governance forming part of the Annual Report.

LISTING FEES:

The Equity Shares of the Company are listed on the BSE Limited (BSE)
and the National Stock Exchange of India Limited (NSE). The Company
has paid the applicable listing fees to the above Stock Exchanges for the
financial years 2024-25 and 2025-26. The Company''s shares are traded
in dematerialized segment for all investors compulsorily and the Company
had entered into agreements with the Central Depository Services (India)
Limited (CDSL) and National Securities Depository Limited (NSDL) for
custodial services. The Company has paid Annual Custodial Fees to the
above Depositories for the financial years 2024-25 and 2025-26.

FIXED DEPOSIT / PUBLIC DEPOSITS:

During the year under review the Company has not accepted or invited any
fixed deposits from the public and there were no outstanding fixed deposits
from the public as on the Balance Sheet date.

The Company has not accepted any deposits from the public falling within
the ambit of Section 73 and covered under Chapter V of the Companies Act,
2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the
financial year 2024-25 (previous year NIL).

All the insurable interests of the Company including inventories, buildings,
factories, plant and machineries and liabilities are adequately insured.

CREDIT RATINGS:

During the year Infomerics Valuation and Rating Private Limited has
reviewed and reaffirmed its rating for Long Term Bank facilities as
IVR A-/Stable (IVR Single A minus with Stable outlook), Short Term Bank
facilities as IVR A2 (IVR A Two Plus), Long Term/Short Term Bank
Facilities as IVR A-/Stable/IVR A2 (IVR Single A Minus with Stable
Outlook; IVR A Two Plus).

The details of Credit Ratings reviewed and reaffirmed during the year by
Infomerics Valuation and Rating Private Limited are uploaded on website of
the Company at https://indianhumepipe.com/wp-content/uploads/2025/03/
Creditrating.pdf

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
Financial Statements for the year ended 31^st March, 2025.

CORPORATE SOCIAL RESPONSIBILITY:

As part of its initiatives under Corporate Social Responsibility (CSR),
the Corporate Social Responsibility Committee (CSR Committee)
has formulated and recommended to the Board, a Corporate Social
Responsibility Policy (CSR Policy) indicating the activities to be undertaken
by the Company, which has been approved by the Board and are in
accordance with Schedule VII of the Companies Act, 2013.

The Company is committed towards the “Corporate Social Responsibility
(CSR)” initiatives as per the requirement of Section 135 of the
Companies Act, 2013 (“Act”). The details of the composition of the
Corporate Social Responsibility (CSR) Committee are disclosed in the
Corporate Governance Report forming part of this Annual Report.

The Corporate Social Responsibility (CSR) Policy of the Company and the
CSR programs/activities undertaken during the financial year 2024-25 are
set out in “Annexure A” and forms part of the Board''s Report. For other
details of the CSR Committee, please refer to the Corporate Governance
Report which forms part of this report. The policy is available on the
website of the Company (www.indianhumepipe.com) at the below link:
http://www.indianhumepipe.com/Portals/0/images/pdf/Corporate_
Governance/CSRPolicyR.pdf

Under CSR initiatives for the financial year 2024-25, the Company has
promoted various initiatives to support health and preventive health care
including medical aid in the community as well as contributed for promoting
education. The Company''s CSR projects or programs or activities will
be identified and implemented according to the Board''s approved CSR
policy. The CSR programs and the contribution on the CSR activities and
the CSR policy were approved by the CSR committee and the Board.

In accordance with Section 135, Rules thereunder and Schedule VII of the
Companies Act 2013 during the financial year 2024-25, the Company had
undertaken CSR activities and incurred CSR contribution and donated/spent
'' 1,65,03,650/- (Rupees One Crore Sixty Five Lakhs Three Thousand Six
Hunderd Fifty only) out of the committed CSR obligations of '' 1,64,43,087/-
(Rupees One Crore Sixty Four Lakhs Forty Three Thousand Eighty Seven
only). The excess CSR contribution of '' 60,563/- (Rupees Sixty Thousand
Five Hundred Sixty Three only) incurred during financial year 2024-25
which can be set off against the required 2% CSR contribution up to the

immediately succeeding three financial years subject to compliance with
the conditions stipulated under Rule 7(3) of the Companies (CSR Policy)
Rules, 2014.

RISK MANAGEMENT:

Pursuant to the requirements of Regulation 21 and Part D of Schedule II of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Company has constituted a Risk Management Committee. The
details are given in the Corporate Governance Report forming part of the
Board''s Report. The Company has a Risk Management Policy to identify,
assess, evaluate, monitor and mitigate risks. The risk framework defines
the risk management approach across the enterprise at various levels
including documentation and reporting.

INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY:

The management continuously reviews the internal control systems
and procedures for the efficient conduct of the Company''s business.
The Company adheres to good practices with respect to transactions
and financial reporting and ensures that all its assets are appropriately
safeguarded and protected against the losses.

Internal Control Systems are implemented to safeguard the Company''s
assets from loss or damage, to keep constant check on the cost structure,
to prevent revenue leakages, to provide adequate financial and accounting
controls and to implement Indian Accounting Standards (Ind AS).

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 internal control system in the Company, its
compliance with operating systems, accounting procedures and policies
at all locations of the Company. The Audit Committee regularly reviews
the audit findings and corrective measures taken thereon to ensure the
efficacy of the internal control process. Based on the report of internal audit
function, the Management undertakes corrective action in their respective
areas and thereby strengthen the controls.

ADEQYACY OF INTERNAL FINANCIAL CONTROLS RELATED TO
FINANCIAL STATEMENTS:

Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, work performed
by the internal, statutory and secretarial auditors and external consultants
and the reviews performed by management and the Audit Committee,
the Board is of the opinion that the Company''s internal financial controls
were adequate and effective with reference to the financial statements /
information complying with the applicable accounting standards for the
financial year ended 31^st March, 2025.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has adopted and established a vigil mechanism named
“Whistle Blower Policy (WBP)” for directors and employees of the
Company to report genuine concerns and to deal with instance of
fraud and mismanagement, if any, {in compliance with provisions of
Section 177 (10) of the Companies Act, 2013 and Regulation 22 of the
Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015}. The Company has Vigil Mechanism
administered by the Audit Committee. The Policy provides for adequate
safeguards against victimization of employees, who avail of the mechanism
and provides to employees'' direct access to the Chairman of the Audit
Committee. It is affirmed that no personnel of the Company have been
denied access to the Audit Committee. The details of the Vigil Mechanism
Policy / Whistle Blower Policy are explained in the Corporate Governance

Report and also available on the Company''s website (www.indianhumepipe.
com) at the below web-link: https://www.indianhumepipe.com/Portals/0/
images/pdf/Corporate_Governance/VIGIL.pdf

HUMAN RESOURCES AND EMPLOYEE RELATIONS:

Attracting, retaining and developing talent continued to be a focus area
for the Company. The increased focus on capability enhancement and
employee engagement had a positive impact on talent retention as reflected
in the lower attrition levels. The Company has total employee strength of
1,512 as on 31^st March, 2025. Employee Relations continued to be cordial
at all levels.

STAKEHOLDERS RELATIONSHIP:

Stakeholders'' relations have been cordial during the year. As a part of
compliance, the Company has constituted Stakeholders Relationship
Committee in compliance with the provisions of Section 178 of the
Companies Act, 2013 and as per Regulation 20 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 to consider and resolve
the grievances of security holders of the Company. There were no investors''
grievances pending as on 31^st March, 2025. The confirmation to this effect
has been received from M/s. MUFG Intime India Pvt. Ltd. (formerly known
as Link Intime India Pvt. Ltd.), Registrar and Share Transfer Agent of the
Company.

ENHANCING SHAREHOLDERS VALUE:

The Company believes that its Members are among its most important
stakeholders. Accordingly, the Company''s operations are committed
to the pursuit of achieving high levels of operating performance and
cost competitiveness, consolidating and building for growth, enhancing
the productive asset and resource base and nurturing overall corporate
reputation. The Company is also committed to creating value for its other
stakeholders by ensuring that its corporate actions positively impact
the socio-economic and environmental dimensions and contribute to
sustainable growth and development.

BUSINESS RISK MANAGEMENT:

Securities and Exchange Board of India (Listing Obligations & Disclosure
Requirements) (Second Amendment) Regulations, 2021, vide Notification
dated 5^th May, 2021 has amended the requirement of Regulation 21(5) shall
be applicable to top 1,000 (which was earlier 500) listed entities by market
capitalization as at the end of the immediate previous financial year.

The Company has already voluntarily constituted the Risk Management
Committee, which has now been mandatory for top 1,000 companies as
per the SEBI Notification dated 5^th May, 2021. To identify elements of risk in
different areas of operations and to follow better Corporate Governance in
the true letter and spirit, the Company has voluntarily constituted the Risk
Management Committee of the Board. The details of the Committee and its
terms of reference are set out in the Corporate Governance Report forming
part of the Annual Report.

The Company manages, monitors and reports on the principal risks and
uncertainties that can impact its ability to achieve its strategic objectives.

The Company has a robust Risk Management framework to identify,
evaluate business risks and opportunities. This framework seeks to
create transparency, minimize adverse impact on the business objectives
and enhance the Company''s competitive advantage. Risk Management
Committee provides assistance to the Board of Directors in fulfilling
its objective of controlling / monitoring various risks prevailing in the
functioning of the Company in day to day life of the Company.

PARTICIPATION IN THE GREEN INITIATIVE:

The Company continues to wholeheartedly participate in the Green Initiative
undertaken by the Ministry of Corporate Affairs (MCA) for correspondences
by Corporate to its Members through electronic mode. All the Members
are requested to join the said program by sending their preferred e-mail
addresses to their Depository Participant. In commitment to keep in line
with the Green Initiative and going beyond it to create new green initiatives,
electronic copy of the Annual Report along with Notice of 99^th Annual
General Meeting of the Company will be sent to all Members whose email
addresses are registered with the Company/ Depository Participant(s). For
members who have not registered their e-mail addresses, are requested
to register the same with their respective Depository Participants. For this
financial year physical copies of Annual Report 2024-25 will be sent to
those members who specifically request the same.

SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS /
COURTS/ TRIBUNALS, IF ANY:

Pursuant to the requirement of Section 134(3)(q) of the Companies Act,
2013 read with Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014,
it is confirmed that during the Financial Year under review, there are no
significant material orders passed by the Regulators/ Courts/ Tribunals
which would impact the going concern status of the Company and its future
operations.

DISCLOSURE UNDER SECTION 164(2) AND CONFIRMAITON OF
REGISTRATION OF INDEPENDENT DIRECTRORS WITH INDEPENDENT
DIRECTORS DATABANK:

None of the Directors of the Company are disqualified from being appointed
as Directors as specified under Section 164(2) of the Companies Act, 2013.

As required under Rule 6 of the Companies (Appointment and Qualification
of Directors) Rules, 2014, all the Independent Directors have completed the
registration with Independent Directors Databank.

DIRECTORS:

During the year under review, the Board of Directors of the Company at
their meeting held on 16^th May, 2024 and pursuant to approval of members
at Annual General Meeting held on 1^st August, 2024, the Company had
appointed Mr. Mayur R. Doshi (DIN: 00250358) as Vice-Chairman &
Joint Managing Director of the Company for a period of three years from
1^st July, 2024 to 30^th June, 2027.

Mr. Mayur R. Doshi (DIN: 00250358) is a graduate in Electronics Engineering
from Mumbai University and holds a Master''s Degree in Computer Science
from University of Southern California, USA. Before joining the Company in
2007, he had worked at Siebel Systems and Oracle Corporation, USA for
2¹/2 years. Mr. Mayur R. Doshi was appointed as General Manager of the
Company w.e.f. 3^rd December, 2007 and thereafter he was appointed as
Executive Director of the Company w.e.f. 28^th May, 2012.

Mr. Mayur R. Doshi is spearheading the Company''s businesses in
Maharashtra, Gujarat and Karnataka. He oversees the functions of R & D
division, I.T Systems, Human Resources, Indirect Taxes (GST) Compliance
systems and was instrumental in setting up and implementing ERP system
for the Company. He is overseeing monetization of the Company''s land
parcels and has spearheaded the strategy and process of selecting
Developers as well as negotiations of Development Agreements entered
into with them. He has exhibited strong leadership qualities and acumen
in steering the Company on growth path in the geographies under his
leadership including expansion of manufacturing capacity by establishing
new pipe manufacturing units in the Company''s key markets.

In accordance with provisions of Section 152(6) of the

Companies Act, 2013 and the Articles of Association of the
Company Mr. Mayur R. Doshi (DIN: 00250358), Vice-Chairman &
Joint Managing Director of the Company, retires by rotation at the
ensuring 99^th Annual General Meeting and being eligible offers himself for
re-appointment.

Mr. Rajendra M. Gandhi (DIN: 00095753) and Mr. Vijay Kumar Jatia
(DIN: 00096977) had completed their second term of five consecutive
years as an Independent Directors on the Board of Directors of the
Company on 24^th July, 2024 and consequently they ceased to be an
Independent Directors and Chairman / Members of the Committees of the
Company where they were appointed with effect from the close of business
hours on 24^th July, 2024.

The Board of Directors of the Company at their meeting held on
16^th May, 2024 and pursuant to approval of members at Annual
General Meeting held on 1^st August, 2024, the Company had appointed
Mr. Ashish Girdharilal Vaid (DIN:00086718) as an Independent Director of
the Company for a period of five consecutive years from 25^th July, 2024 to
24^th July, 2029.

Mr. Ashish Girdharilal Vaid is a Chartered Accountant from Institute
of Chartered Accountants of India. He has been involved with the
Ashish Group since 1986. He has an experience of over 3 decades in
real estate development, and has successfully executed all the projects
developed by the Ashish Group. Mr. Vaid has also been involved in
business associations and social activities in Mumbai city throughout his
career. On the business side, he has been the President of IMC Chamber
of Commerce and Industry (2019-20). On the social side, he has been the
President of Rotary Club of Bombay (2008-09). Additionally, he is on the
board of several companies and charitable trusts. His deep knowledge and
experience, in business and industry, assure sound decision making and
continued success.

The Board of Directors of the Company at their meeting held on
16^th May, 2024 and pursuant to approval of members at Annual
General Meeting held on 1^st August, 2024, the Company had appointed
Mr. Rohit Rajgopal Dhoot (DIN: 00016856) as an Independent Director of
the Company for a period of five consecutive years from 25^th July, 2024
to 24^th July, 2029. He is the Managing Director of Dhoot Industrial Finance
Limited since 1994 and has an opulent experience of more than 30 years.
When qualified, he achieved the distinction of being one of the youngest
Chartered Accountants in the country.

Mr. Rohit Rajgopal Dhoot joined the management of Dhoot Industrial
Finance Limited in 1988 as a director of the Company and was incharge
of marketing and expansion of business. He has an all-encompassing
background and experience in Finance, Investing, Banking, Mergers
and Acquisitions, Strategic Planning, Restructuring Operations, Export
Marketing, Trading and Logistics, International Business Relations and
Collaborations & Joint Ventures.

Ms. Anima B. Kapadia (DIN:00095831), Non-Executive
Non-Independent Director, was appointed on the Board of the Company
on 27^th July, 2001. Ms. Anima B. Kapadia shall attain the age of 75 years
on 4^th July, 2026, hence approval by way of Special Resolution is placed
before the members in order to comply with the aforesaid Regulation
17(1A) of Listing Regulations in the ensuring AGM of the Company.

The Profile of Directors seeking appointment/re-appointment pursuant
to Regulation 36 of the Listing Regulations is included in the Notice of
99^th Annual General Meeting of the Company.

Details of the proposal for appointment/re-appointment of directors are
given in the Notice of AGM.

None of the Directors and Key Managerial Personnel of the Company
have any pecuniary relationships or transactions with the Company,
other than salary, commission, sitting fees, reimbursement of expenses
incurred by them for attending the meetings of the Company and in case
of Ms. Anima B. Kapadia, Non-Executive, Non-Independent Director of the
Company and Sole Proprietor of M/s. Daphtary Ferreira and Divan, Solicitor
and Advocate of the Company, the payment of professional fees in the
capacity as Advocate and Solicitor.

INDEPENDENT DIRECTORS / STATEMENT OF DECLARATION BY
INDEPENDENT DIRECTORS UNDER SECTION 149(7) OF THE
COMPANIES ACT, 2013 AND REGULATIONS 16(1)(b) AND 25(8) OF
THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS)
REGULATIONS, 2015 AND CONFIRMATION OF REGISTRATION WITH
INDEPENDENT DIRECTORS DATABASE:

The Independent Directors have given declarations to the Company
under provision of Section 149 (7) of the Companies Act, 2013 (‘Act''),
they meet the criteria of independence provided under Section 149(6)
of the Companies Act, 2013 and Regulations 16(1)(b) and 25(8) of the
Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (‘the Listing Regulations'').

The Board of Directors of the Company confirms that the Independent
Directors fulfil the conditions specified in Section 149(6) of the Act
and Regulations 16(1)(b) and 25 (8) of the Listing Regulations and are
Independent of the management. In the opinion of the Board of Directors,
all the Independent Directors possess requisite qualifications, experience,
expertise and integrity for the purpose of Rule 8(5)(iii a) of the Companies
(Accounts) Rules, 2014 and fulfil the criteria of independence as provided
under the Act, rules made thereunder and the Listing Regulations. List of
key skills, expertise and core competencies of the Board is provided in the
Corporate Governance Report forming part of this Annual Report.

The Board of Directors of the Company confirms that the Independent
Directors have given their confirmation / declaration to the Company, that
in terms of Rule 6(3) of the Companies (Appointment and Qualification
of Directors) Rules, 2014, they have registered themselves with the
Independent Director''s database maintained by the Indian Institute of
Corporate Affairs.

FAMILIARISATION PROGRAMME OF INDEPENDENT DIRECTORS:

The Company has a program to familiarize Independent Directors with
regard to their roles, rights, responsibilities in the Company, nature of
the industry in which the Company operates, the business model of the
Company, etc. The purpose of Familiarization Programme for Independent
Director is to provide insights into the Company to enable the Independent
Directors to understand its business in depth and contribute significantly
to the Company. The Company has carried out the familiarization
programme for Independent Directors. The Familiarization Programme
imparted to Independent Directors in terms of Regulation 25(7) of the
Securities and Exchange Board of India (Listing Regulations and Disclosure
Requirements) Regulations, 2015, is available on the Company''s website
(www.indianhumepipe.com) at the below web-link:

https://www.indianhumepipe.com/Portals/0/images/pdf/Corporate_

Governance/Ind_Dir_Fam31032025.pdf

Independent Directors are briefed with respect to the developments that are
taking place in the Company and its operations.

CODE OF CONDUCT:

All the Directors and Senior Management Personnel (‘SMP'') of the Company
under SEBI Listing Regulations have affirmed compliance with the Code of
Conduct of the Company.

KEY MANAGERIAL PERSONNEL:

During the year, Mr. S. M. Mandke, Vice President - Company Secretary
(Company Secretary and Compliance officer and Key Managerial
Personnel) had retired / superannuated from the Company on
31^st December, 2024. The Board of Directors based on the recommendation
of the Nomination and Remuneration Committee in their meeting
held on 13^th November, 2024, had appointed Mr. Niraj R. Oza, Vice
President - Company Secretary & Legal as the Company Secretary and
Compliance officer and Key Managerial Personnel (KMP) of the Company
w.e.f. 1^st January, 2025 and the necessary intimation has been made to
NSE & BSE. Mr. Niraj R. Oza, Vice President - Company Secretary & Legal
has taken charge of the Secretarial Department and Legal Department of
the Company with effect from 1^st January, 2025.

Apart from the above there were no changes in Key Managerial Personnel
(KMP) of the Company during the year under review. Pursuant to provisions
of Sections 2(51) and 203 of the Companies Act, 2013 read with Rule 8 of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the Key Managerial Personnel of the Company as on
31^st March, 2025 are Mr. Rajas R. Doshi, Chairman & Managing
Director, Mr. Mayur R. Doshi, Vice-Chairman & Joint Managing Director,
Mr. M. S. Rajadhyaksha, Vice President - Chief Financial Officer and
Mr. Niraj R. Oza, Vice President - Company Secretary & Legal.

ANNUAL EVALUATION OF PERFORMANCE / BOARD EVALUATION
CRITERIA:

The Company believes that systematic evaluation contributes significantly
to improved performance at the three levels; organizational, Board and
Individual Board Member. It encourages the leadership, teamwork,
accountability, decision making, communication and efficiency of the
Board. Evaluation also ensures teamwork by creating better understanding
of Board dynamics, management relations and thinking as a group within
the Board. The process includes multi layered evaluation based on
well-defined criteria consisting of relevant parameters.

Pursuant to the applicable provisions of the Companies Act, 2013
and Regulations 17(10), 25(4) and all other applicable Regulation(s)
of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board of Directors have
carried out annual evaluation of its own performance, Board Committees,
individual Directors, Chairperson of the Company.

As required under Regulation 25 of the Listing Regulations, a separate
meeting of the Independent Directors of the Company was also held
on 12^th February, 2025 to evaluate the performance of the Chairman,
Non-Independent Directors and the Board as a whole and also to assess
the quality, quantity and timeliness of flow of information between the
management of the Company and the Board.

The performance of the Board / Committee was evaluated after seeking
inputs from all the Directors / Committee members on the basis of the defined
criterial including composition and structure effectiveness of meeting,
information and functioning. Performance evaluation of Independent
Directors was done by the entire Board, excluding the Independent Director
being evaluated, on the basis of following evaluation criteria:

• Relevant knowledge, expertise and experience.

• Devotion of time and attention to the Company''s long-term strategic
issues.

• Discussing and endorsing the Company''s strategy.

• Addressing the most relevant issues for the Company.

• Professional conduct, ethics and integrity.

• Understanding of duties, roles and function as Independent Director.

The Directors have expressed satisfaction to the evaluation process.

The manner in which the evaluation has been carried out has been
explained in detail in the Corporate Governance Report, forming part of this
Annual Report.

BOARD COMMITTEES:

The Board of Directors of the Company had constituted various Committees
and approved their terms of reference/role in compliance with the provisions
of the Companies Act, 2013 (“Act”) and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“Listing Regulations”)
viz. Audit Committee, Nomination and Remuneration Committee,
Stakeholders Relationship Committee, Corporate Social Responsibility
Committee and Risk Management Committee.

The composition of the Audit Committee as given in the
Corporate Governance Report is in accordance with Section 177 of the
Companies Act, 2013, Rules framed thereunder and Listing Regulations.
The members of the Audit Committee are financial literate and have
experience in financial management. All the recommendations made by the
Audit Committee have been accepted by the Board of Directors.

INDEPENDENT DIRECTORS’ MEETING:

In terms of Section 149, Schedule IV of the Companies Act, 2013
and SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015, separate meeting of the Independent Directors was
held on 12^th February, 2025 without the attendance of 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 Company as a whole;

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

iii) assessed the quality, quantity and timeliness of flow of information
between the Management and the Board that is necessary for the
Board to effectively and reasonably perform their duties.

All the Independent Directors were present at the separate meeting of the
Independent Directors.

NOMINATION AND REMUNERATION POLICY

The Board on the recommendation of the Nomination & Remuneration
Committee had formulated and adopted the Nomination & Remuneration
Policy for selection and appointment of Directors, Senior Management and
their remuneration. In compliance with the provision of Section 178 of the
Companies Act, 2013 and Regulation 19 of Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations,
2015. The policy of the Company includes qualifications, positive attributes
and independence of a directors and policy relating to the remuneration of
Directors, Key Managerial Personnel and other employees is framed with

the object of attracting, retaining and motivating talent which is required to
run the Company successfully. The Nomination and Remuneration Policy
of the Company is annexed as Annexure - D.

The policy is available on the website of the Company (www.indianhumepipe.
com) and at the below web-link:

http://www.indianhumepipe.com/Portals/0/images/pdf/Corporate_

Governance/Nom_Rem_Policy.pdf

NUMBER OF MEETINGS:

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

During the year under review, six Board Meetings were held as under:

16^th May, 2024, 19^th June, 2024, 8^th August, 2024, 13^th November, 2024,
12^th February, 2025 and 19^th March, 2025.

During the year under review, five Audit Committee meetings were held as
under:

16^th May, 2024, 19^th June, 2024, 8^th August, 2024, 13^th November, 2024
and 12^th February, 2025.

The Composition of Audit Committee is as under:

* Ceased to be Independent Director on completion of 2^nd term w.e.f. 24¬
07-2024.

** Appointed as an Independent Director w.e.f. 25-07-2024.

Further two meetings of Nomination & Remuneration Committee, a meeting
of Corporate Social Responsibility Committee, a meeting of Stakeholders
Relationship Committee and two meetings of Risk Management Committee
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 not exceed one hundred and twenty days.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Based on the framework of Internal Financial Controls and compliance
systems established and maintained by the Company, the work performed
by the Internal Auditors, Statutory Auditors and Secretarial Auditors,
including the Audit of Internal Financial Controls over financial reporting by
the Statutory Auditors and the reviews performed by Management and the
relevant Board Committees, including the Audit Committee, the Board is of
the opinion that the Company''s internal financial controls were adequate
and effective during Financial Year 2024-25.

To the best of their knowledge and belief and according to the information
and explanation obtained by them, the Directors make the following
statements in terms of Section 134(3)(c) read with Section 134(5) of the
Companies Act, 2013, that:

Sr. No.	Name of the Member	Category
1.	Mr. Nandan S. Damani	Chairman
2.	Ms. Sucheta N. Shah	Member
3.	Mr. Rajendra M. Gandhi *	Chairman
4.	Mr. Vijay Kumar Jatia *	Member
5.	Mr. Ashish G. Vaid **	Member
6.	Mr. Rohit R. Dhoot **	Member

a) in the preparation of the Annual Accounts for the financial year
ended 31^st March, 2025, the applicable Accounting Standards and
Schedule III of the Companies Act, 2013 have been followed along
with proper explanation relating to material departures, if any.

b) appropriate accounting policies have been selected and applied them
consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs of
the Company as at 31^st March, 2025 and of the profit of the Company
for the year ended on that date;

c) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets 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 and that such internal financial controls are adequate and
are operating effectively; and

f) proper systems to ensure compliance with the provisions of all
applicable laws have been 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 the financial year ended 31^st March, 2025 is a part of the
Annual Report. The Auditors Report for the financial year 31^st March, 2025
does not contain any qualification, reservation or adverse remark. During
the financial year 2024-25 the Auditors had not reported any matter under
Section 143 (12) of the Act, therefore no details are required to be disclosed
under Section 134 (3) (ca) of the Act.

The Members of the Company had at the 96^th Annual General
Meeting held on 28^th July, 2022 appointed M/s. K. S. Aiyar & Co.
(ICAI Firm Registration No. 100186W), Chartered Accountants, Mumbai,
bearing ICAI Firm Registration No.100186W, as Statutory Auditors of
the Company to hold office for a term of five (5) consecutive years
commencing from the conclusion of 96^th Annual General Meeting (AGM)
till the conclusion of 101^st Annual General Meeting of the Company to be
held in the year 2027. M/s. K. S. Aiyar & Co., Chartered Accountants,
Mumbai, will complete their first term on the conclusion of 101^st AGM of
the Company.

DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS:

The Directors confirm that the Secretarial Standards issued by the Institute
of Company Secretaries of India, have been complied with. The Company
has complied with the Secretarial Standards on Meetings of the Board of
Directors (SS-1) and General Meetings (SS-2) issued by the Institute of
Company Secretaries of India and approved by the Central Government
under Section 118(10) of the Companies Act, 2013.

SECRETARIAL AUDITOR’S REPORT:

Secretarial Audit for the financial year ended 31 ^st March, 2025 was
conducted by M/s. JHR & Associates, Practising Company Secretaries,
(ICSI Firm Registration No. S2015MH296800) pursuant to the provisions
of Section 204 of the Companies Act, 2013 (“Act”) and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014
(“Rules”). The Report of the Secretarial Auditor is annexed as “Annexure B”.

During the financial year 2024-25 the Secretarial Auditors had not reported
any matter under Section 143(12) of the Act, therefore no details are
required to be disclosed under Section 134(3) (ca) of the Act.

In accordance with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated
February 08, 2019, the Company has obtained, Annual Secretarial
Compliance Report for the financial year ended 31 ^st March, 2025 from
the Practising Company Secretaries and submitted the same to the Stock
Exchanges.

During the year 2024-25, the Company has complied with applicable
Secretarial Standards issued by the Institute of the Company Secretaries
of India.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Regulation 24A of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and in accordance with Section 204 of the Companies
Act, 2013, basis recommendation of the Board, the Company is required
to appoint Secretarial Auditor for a term of 5 (five) consecutive years, with
the approval of the Members at its ensuing Annual General Meeting of the
Company.

In the light of the aforesaid, the Board of Directors on the recommendation of
the Audit Committee of the Company at their meeting held on 14^th May, 2025
have recommended the appointment of M/s. JHR & Associates, Practising
Company Secretaries (iCsI Firm Registration No.: S2015MH296800),
a Peer Reviewed Company Secretaries Firm as the Secretarial Auditors
of the Company to hold office for a term of five (5) consecutive years
commencing from the conclusion of 99^th Annual General Meeting (AGM)
till the conclusion of 104^th AGM (i.e. from financial year 2025-26 up to
financial year 2029-30), subject to the approval of the Shareholders by way
of Ordinary Resolution in ensuring 99^th AGM of the Company, to undertake
secretarial audit as required under the Act and SEBI Listing Regulations and
issue the necessary secretarial audit report for the aforesaid period.

M/s. JHR & Associates, Practising Company Secretaries
(ICSI Firm Registration No.: S2015MH296800), have confirmed that
their appointment, if made, will comply with eligibility criteria in terms of
SEBI Listing Regulations. Further, the Secretarial Auditor has confirmed that
they have subjected themselves to Peer Review process by the Institute of
Company Secretaries of India (“ICSI”) and hold valid certificate issued by
the Peer Review Board of ICSI.

The Company has obtained a written consent for such appointment along
with a certificate from JHR & Associates confirming that they are not
disqualified from being appointed as Secretarial Auditor of the Company.

REPORTING OF FRAUD BY AUDITORS:

During the year under review, the Statutory Auditors and Secretarial Auditor
have not reported any instances of frauds committed in the Company by its
Officers or Employees to the Audit Committee and / or to the Board under
Section 143(12) of the Companies Act, 2013 details of which needs to be
mentioned in this Report.

IBC CODE & ONE-TIME SETTLEMENT

There is no proceeding pending against the Company under the Insolvency
and Bankruptcy Code, 2016 (IBC Code). There has not been any instance of
one-time settlement of the Company with any bank or financial institution.

COST AUDITOR:

The provision of Section 148(1) of the Companies Act, 2013 are applicable
to the Company and accordingly the Company has maintained cost
accounts and records in respect of the applicable products for the financial
year ended 31^st March, 2025.

Pursuant to the provisions of Section 148 of the Companies Act, 2013
and as per Companies (Cost Records and Audit) Rules, 2014 and
amendments thereof, the Board of Directors on the recommendation of the
Audit Committee at its meeting held on 14^th May, 2025, has approved the
re-appointment of Mr. Subodh C. Mawalankar, Cost Accountant,
Membership No.9041 as Cost Auditor to conduct the audit of the
Cost Accounts / Records of the Company pertaining to products following
under HSN code 73059010 (MS Pipe) and Joint-Rings, 73069011 (BWSC)
and 73053110 (PCCP) for the financial year ending 31^st March, 2026 (i.e.
financial year 2025-26) at a remuneration of '' 1.20 Lakhs plus GST and
out of pocket expenses.

The Company has received written consent and eligibility certificate from
Cost Auditor stating that the re-appointment will be in accordance with the
applicable provisions of the Companies Act, 2013 and the Rules thereunder.

A proposal for ratification of remuneration of the Cost Auditor for the
financial year 2025-26 is placed before the shareholders for approval at the
ensuing 99^th Annual General Meeting of the Company.

The Report of the Cost Auditors for the financial year ended
31^st March, 2025 is under finalization and shall be filed with the
Ministry of Corporate Affairs within the prescribed time period.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3)(m)
of the Companies Act, 2013 read with the Companies (Accounts) Rules,
2014, is annexed as “Annexure C”.

RELATED PARTY TRANSACTIONS:

All contracts/ arrangements/ transactions entered by the Company during
the financial year under review with related parties were in the ordinary
course of business and on an arm''s length basis and is in compliance with
the applicable provisions of the Act and the Listing Regulations. During the
year, there are no materially significant related party transactions entered by
the Company with Promoters, Directors, Key Managerial Personnel or other
designated persons which may have a potential conflict with the interest
of the Company at large. There were no materially significant Related
Party Transactions made by the Company during the year that required
shareholders'' approval under Regulation 23 of the Listing Regulations.

The Company has formulated a policy on Related Party Transactions,
which is uploaded on the Company''s website (www.indianhumepipe.com)
at the below web-link:

https://www.indianhumepipe.com/Portals/0/images/pdf/Corporate_

Governance/Related_party_Policy.pdf.

The policy deals with review and approval of related party transactions.
The Board of Directors have approved the criteria for making the omnibus
approval by the Audit Committee within the overall frame work of the policy
on related party transactions. Omnibus approval is obtained for related
party transactions, which are of 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 and approval. Mr. Rajas R. Doshi, Chairman and Managing Director
and Mr. Mayur R. Doshi, Vice-Chairman & Joint Managing Director are
having credit balances of '' 0.99 Lakh and '' 0.50 Lakh respectively as of
31^st March, 2025 with the Company in current account.

There are no transactions with related parties to be reported in Form AOC-2.
All the related party transactions entered into during the year under review
were in the ordinary course of business and on an arm''s length basis.

The disclosure of transactions including with related party belonging to the
Promoter/Promoter Group which holds 10% or more shareholding in the
Company as per format prescribed in the Accounting Standards for annual
results is given in note No.2.32 to the Notes to Accounts.

ANNUAL RETURN:

In accordance with Sections 134(3)(a) & 92(3) of the Companies Act, 2013
read with Rule 12(1) of the Companies (Management and Administration)
Rules, 2014, the Annual Return as on 31^st March, 2025 is available on the
website of the Company at the below web-link:

https://indianhumepipe.com/wp-content/uploads/2024/11/AnnexF2425.
pdf and accordingly the extract is not published in the Annual Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information under Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 read with Section 197
of the Act is attached as “Annexure E”.

The statement containing names of top ten employees in terms of
remuneration drawn and the particulars of employees as required under
Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
provided in a separate annexure forming part of this report. Further, the
report and the accounts are being sent to the Members excluding the
aforesaid annexure. In terms of Section 136 of the Act, the said annexure is
open for inspection and any Member interested in obtaining a copy of the
same may write to the Share Department.

INDUSTRIAL RELATIONS:

During the financial year 2024-25, the industrial relations with the workmen
working at various units of the Company were by and large peaceful and
normal.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE {DISCLOSURE
AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN
AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,
2013}:

The Company has always believed in providing a safe and harassment
free workplace for every individual working in its premises through various
policies and practices. The Company always endeavors to create and provide
an environment that is free from discrimination and harassment including
sexual harassment. The Company has adopted a policy on Prevention of
Sexual Harassment at Workplace which is in line with the requirements of
the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013. The policy aims at prevention of harassment of
employees and lays down the guidelines for identification, reporting and
prevention of undesired behavior. An Internal Complaints Committee (“ICC”)
has been set up from the senior management (with women employees
constituting the majority) which is responsible for redressal of complaints
related to sexual harassment and follows the guidelines provided in the

Policy. All employees (permanent, contractual, temporary, trainees) are
covered under the policy.

During the financial year under review, the Company did not receive
any complaint of sexual harassment and no cases were filed under the
Sexual Harassment of Women at workplace (Prevention, Prohibition and
Redressal) Act, 2013 (POSH Act).

The status of cases / complaint filed, disposed of and pending in respect
of Sexual Harassment of Women at Workplace for the financial year ended
as on 31^st March, 2025 (i.e. from 1^st April, 2024 to 31^st March, 2025) as
given below:

Opening	Cases/	Cases/	Cases/
Cases/	complaint filed	complaint	complaint
complaint	during the year	disposed of	Pending as on
as on	ended	during the year	31st
1st April, 2024	31st March, 2025	ended 31st March, 2025	March, 2025
Nil	Nil	Nil	Nil

INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

In accordance with the applicable provisions of Companies Act, 2013
read with Investor Education and Protection Fund (Accounting, Audit,
Transfer and Refund) Rules, 2016 (‘IEPF Rules''), all unclaimed dividends
are required to be transferred by the Company to the IEPF, after completion
of seven (7) years. Further, according to IEPF Rules, the shares on
which dividend has not been claimed by the shareholders for seven (7)
consecutive years or more shall be transferred to the demat account of the
IEPF Authority.

During the year under review, the Company has transferred '' 14,91,653/-
of unclaimed dividend for the financial year 2016-17 (Final Dividend) to
IEPF Authority. In terms of Section 124(6) of the Companies Act, 2013 and
IEPF Rules, 2016, the Company has transferred 20,501 equity shares to
IEPF Authority of those shareholders who did not claim dividend for seven
consecutive years.

NODAL OFFICER:

Mr. Niraj R. Oza, Vice President - Company Secretary & Legal is
the Nodal Officer and Mr. Subhash L. Deshawal, Manager Secretarial is
the Deputy Nodal Officer for the purpose of verification of claims filed
with the Company in terms of IEPF Rules and for co-ordination with the
IEPF Authority. The said details are available on the website of the Company
www.indianhumepipe.com.

Mr. Niraj R. Oza, Vice President - Company Secretary & Legal the
Nodal Officer was appointed w.e.f. 1^st January, 2025 in place of
Mr. S. M. Mandke, Vice President - Company Secretary, Nodal Officer had
retired from service of the Company w.e.f. 31^st December, 2024.

GENERAL:

The Directors state that no disclosure or reporting is required in respect of
the following 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.

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 its own shares by employees / Directors or by
trustees for the benefit of the employees or Directors.

5. There were no proceedings made or pending under the Insolvency
and Bankruptcy Code, 2016 and there is no instance of one-time
settlement with any Bank or Financial Institution.

ACKNOWLEDGEMENTS:

The Directors record their gratitude to the Investors, Shareholders,
Customers, Bankers, Financial Institutions, Business Associates,
Government Departments, Vendors, Sub-contractors, Regulatory
authorities and all other Stakeholders for their continued support and co¬
operation during the year.

The Directors also wish to place on record their appreciation of the services
rendered by 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
DIN:00050594

Registered Office:

Construction House, 2^nd Floor,

5, Walchand Hirachand Road,

Ballard Estate, Mumbai - 400 001

Place : Mumbai
Date : 14^th May, 2025

---

Mar 31, 2024

The Directors are pleased to present to you the Annual Report on the business operations of the Company together with the Audited Financial Statements of Accounts for the Financial Year ended 31^st March, 2024.

FINANCIAL RESULTS:

(As per Ind AS)

(Rs. in Lakhs)
	Year Ended 31-03-2024	Year Ended 31-03-2023
Revenue from Operations	1,38,863.19	1,54,288.46
Profit Before Finance Cost, Depreciation & Amortisation & Tax	18,128.85	15,584.95
Less: Finance Costs	6,390.40	6,793.23
Depreciation & Amortisation	1,389.07	1,553.98
Profit Before Tax	10,349.38	7,237.74
Less: Provision for Taxation	2,586.60	1,667.43
Net Profit After Tax	7,762.78	5,570.31
Add/(Less): Other Comprehensive Income	157.86	(91.09)
Total Comprehensive Income carried out to Other Equity	7,920.64	5,479.22

PERFORMANCE REVIEW:

Your Company''s operations of its various projects under execution continued to be profitable, with continued efforts to reduce costs and improve yield as also bettering the productivity levels.

During the year 2023-24 under review, the Revenue from Operations was '' 1,38,863.19 Lakhs as compared to ''1,54,288.46 Lakhs for the previous year. The profit before tax for the year was '' 10,349.38 Lakhs as compared to '' 7,237.74 Lakhs for the previous year. The profit after tax for the year was '' 7,762.78 Lakhs as compared to '' 5,570.31 Lakhs for the previous year.

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the Financial Statements relate and the date of the Report.

DIVIDEND:

Your Directors are pleased to recommend a Dividend of '' 1.50/- per equity share of face value of '' 2/- each (75%) for the financial year ended 31^st March, 2024 as against '' 1 per equity share of face value of '' 2/- each for the previous financial year ended 31^st March, 2023. The Dividend, subject to the approval of the Members at the 98^th Annual General Meeting convened on 1^st August, 2024 will be paid on or after 6^th August, 2024 to those Members whose names appear in the Register of Members of the Company.

The Dividend recommendation is in accordance with the Dividend Distribution Policy (“the Policy”) of the Company. The policy is available on the website of the Company.

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 maintained satisfactorily and optimum utilization of financial resources was achieved.

The Company had a cordial relationship with its Bankers and trade creditors and has been prompt in meeting obligations towards them.

The Company continued to enjoy good credit rating from Credit Rating Agency and Banks during the year under review.

RAISING OF FUNDS BY ISSUANCE OF EQUITY SHARES ON PREFERENTIAL BASIS TO PROMOTERS AND PROMOTER GROUP OF THE COMPANY AND CORRESPONDING CHANGE IN SHARE CAPITAL OF THE COMPANY:

During the year under review, in compliance with applicable provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Companies Act, 2013 and the Rules thereunder and other applicable provisions of laws, the Company had issued and allotted 42,34,600 equity shares of face value of '' 2/- each, at an issue price of '' 141.69 per equity share (including a premium of '' 139.69 per equity share), aggregating to '' 60,00,00,474/- (Rupees Sixty Crores Four Hundred Seventy Four Only) for cash consideration on preferential basis to the Promoters and members of the Promoter Group of the Company. The Company had obtained Shareholders approval at the Extra Ordinary General Meeting held on 12^th June, 2023 and approvals from National Stock Exchange of India Limited and BSE Limited for listing and trading for the aforesaid issue of shares.

The entire proceeds of the issue aggregating to '' 60,00,00,474/-(Rupees Sixty Crores Four Hundred Seventy Four Only) had been utilized for the purpose for which it was raised. There were no deviation(s) or variation(s) in the use of proceeds of the preferential issue from the specified objects of the issue.

Consequent to the above issue and allotment of equity shares, the issued, subscribed and paid-up share capital of your Company as on 31^st March, 2024 stood at '' 10,53,63,540/- divided into 5,26,81,770 Equity Shares of '' 2/- each.

INCOME TAX ASSESSMENT:

The Income tax assessment of your Company has been completed till assessment year 2022-23. The appeals filed by the Company, against the assessment orders for various financial years are pending with the Income Tax Appellate Authorities and Bombay High Court. The amount of total disallowance involved in various appeals is '' 69,586.72 Lakhs.

Out of this amount of disallowance, the major disputed amount of '' 39,116.90 Lakhs pertains to claim of deduction under section 80IA, regarding eligibility of deduction/exemption of profit earned from execution of infrastructure project and amount of disallowance of '' 706.79 lakhs, pertains to the disallowances on account of land valuation of Wadala property and CSR expenses of earlier years. However, Tax of '' 13,618.19 lakhs on disallowance of '' 39,823.69 has been paid and provided fully in the books of accounts. Balance amount comprises of adhoc disallowance of '' 29,763.03 lakhs for A.Y 2022-23.

The appeal filed by the Income Tax Department is pending in the Bombay High Court for A.Y 2003-04. The issue involved in A.Y 2003-04 is regarding claim of deduction u/s 80IA allowed by the Income Tax Appellate Tribunal, amounting to '' 1,068.27 Lakhs. However, in view of subsequent retrospective amendment made to Section 80IA by Finance Act, 2009, as an abundant caution, provision for the basic tax liability of '' 392.59 Lakhs, on the claim of '' 1,068.27 Lakhs, has been made in the accounts.

FACTORIES:

During the year the Company has restarted its Miraj factory, Maharashtra. The total number of factories of the Company as at the end of the year under review stands at 19.

DEVELOPMENT OF THE COMPANY''S LAND PARCELS:

The Company has undertaken development of its land parcels at Hadapsar-Pune, Vadgaon - Pune, Badarpur - Delhi on revenue share basis and Wadala Mumbai (SRA Project - area share basis) through reputed Developers and a separate segmentwise activity is given in the Management Discussion and Analysis Report which forms part of the Board''s Report.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORTS:

The Company has implemented procedures and adopted practices in conformity with the code of Corporate Governance under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations). The Company has implemented Code of Conduct for all its Directors, Promoter & Promoter''s Group, Designated Persons and their immediate relatives for dealing in the Company''s shares. The Management Discussion and Analysis Report and Corporate Governance Report, appearing elsewhere in this Annual Report forms part of the Board''s Report. A certificate from the Statutory Auditors of the Company certifying the compliance of conditions of Corporate Governance is also annexed hereto.

PUBLIC DEPOSITS:

The Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013 during the financial year 2023-24 (previous year NIL).

CREDIT RATINGS:

During the year Infomerics Valuation and Rating Private Limited has reviewed its rating for Long Term Bank facilities as IVR A-/Stable (IVR A minus with Stable outlook), Short Term Bank facilities as IVR A2 (IVR A Two Plus), Long Term/Short Term Bank Facilities as IVR A-/Stable/IVR A2 (IVR A Minus with Stable Outlook; IVR A Two Plus), Long Term/Short Term Bank Facilities Proposed as IVR A-/Stable/IVR A2 (IVR A Minus with Stable Outlook; IVR A Two Plus).

The details of Credit Ratings reviewed during the year by Infomerics Valuation and Rating Private Limited are uploaded 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 Section 186 of the Companies Act, 2013 are given in the Financial Statements for the year ended 31^st March, 2024.

CORPORATE SOCIAL RESPONSIBILITY:

The Corporate Social Responsibility (CSR) Policy of the Company and the CSR programs/activities undertaken during the financial year 2023-24 are set out in “Annexure A” and forms part of the Board''s Report. For other details of the CSR Committee, please refer to the Corporate Governance Report which forms part of this report. The policy is available on the website of the Company at link http://www.indianhumepipe.com/Portals/0/ images/pdf/Corporate_Governance/CSRPolicyR.pdf

In accordance with Section 135 of the Companies Act 2013, Rules thereunder and Schedule VII during the financial year 2023-24 the Company had undertaken CSR activities and incurred CSR expenditure and donated/spent '' 1,39,90,198/- out of the committed CSR obligations of '' 1,41,52,293/- and was unable to spend CSR expenditure of '' 1,62,095/. Being non-ongoing CSR projects, the unspent CSR expenditure of '' 1,62,095/- for F.Y 2023-24 will be contributed to the specified Fund/s within a period of six months from the end of the financial year 31^st March, 2024 i.e. on or before 30^th September, 2024 as required under second proviso to section 135(5) of the Companies Act, 2013, Rules thereunder and Schedule VII.

RISK MANAGEMENT:

Pursuant to the requirements of Regulation 21 and Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted a Risk Management Committee. The details are given in the Corporate Governance Report forming part of the Board''s Report. The Company has a Risk Management Policy to identify, assess, evaluate, monitor and mitigate risks. The risk framework defines the risk management approach across the enterprise 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 internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, the Management undertakes corrective action in their respective areas and thereby strengthen the controls.

INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS:

The Company has in place adequate internal financial controls with reference to the Financial Statements to provide reasonable assurances with regard to recording and providing financial information complying with the applicable accounting standards.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has Vigil Mechanism administered by the Audit Committee. The Vigil Mechanism 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/ Tribunals which 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 of the Company have submitted a declaration that each of them meets the criteria of independence as per provisions of the Companies Act, 2013, rules thereunder, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and there has been no change in the circumstances which may affect their status as an Independent Directors during the year. In the opinion of the Board of Directors, all the Independent Directors possess requisite qualifications, experience, expertise and integrity for the purpose of Rule 8(5)(iii a) of the Companies (Accounts) Rules, 2014 and fulfil the criteria of independence as provided under the Act, rules made thereunder and the Listing Regulations and that they are independent of the management.

During the year under review, the Board of Directors of the Company at their meeting held on June 19, 2023 had appointed Mr. Nandan Damani (DIN 00058396) as an Independent Director of the Company for a period of 5 years from w.e.f. 1^st August, 2023 to 31^st July, 2028. Mr. Rameshwar D. Sarda, Independent Director had completed his second consecutive term on August 3, 2023 i.e. at the 97^th AGM held on August 3, 2023.

Mr. Rajendra M. Gandhi and Mr. Vijay Kumar Jatia, Independent Directors of the Company will complete their second consecutive term as an Independent Director on 24^th July, 2024. The Board places on record their appreciation of the contribution made by them as Non-Executive Independent Directors of the Company during their long association with the Company.

The Board of Directors on the recommendation of Nomination and Remuneration Committee at their meeting held on 16^th May, 2024, appointed Mr. Ashish Girdharilal Vaid (DIN:00086718) and Mr. Rohit Rajgopal Dhoot (DIN: 0016856) as an Independent Directors of the Company for a period of 5 years from 25^th July, 2024 to 24^th July, 2029, subject to approval of members at the ensuring 98^th Annual General Meeting of the Company.

Further, the Board of Directors on the recommendation of Nomination and Remuneration Committee at their meeting held on 16^th May, 2024, appointed Mr. Mayur R. Doshi (DIN: 00250358) as Vice-Chairman & Joint Managing Director of the Company for a period of three years from 1^st July, 2024 to 30^th June, 2027, subject to approval of members at the ensuring 98^th Annual General Meeting of the Company.

In accordance with provisions of the Companies Act, 2013 and the Articles of Association of the Company Ms. Jyoti R. Doshi, Director of the Company, retires by rotation at the ensuring 98^th Annual General Meeting and being eligible offers herself for re-appointment.

The Profile of Directors seeking appointment/re-appointment pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is included in the Notice of 98^th Annual General Meeting of the Company.

Details of the proposal for appointment/re-appointment of directors are given in the Notice of AGM.

Apart from the above there were no changes in Key Managerial Personnel (KMP) of the Company during the year under review. In terms of Section 203 of the Act, the Key Managerial Personnel of the Company are Mr. Rajas R. Doshi, Chairman and Managing Director, Mr. Mayur R. Doshi, Executive Director, Mr. M. S. Rajadhyaksha, Vice President - Chief Financial Officer and Mr. S. M. Mandke, Vice President - Company Secretary.

None of the Directors and Key Managerial Personnel of the Company have any pecuniary relationships or transactions with the Company, other than salary, commission, sitting fees, reimbursement of expenses incurred by them for attending the meetings of the Company and in case of Ms. Anima B. Kapadia, Non-Executive, Non-Independent Director of the Company and Sole Proprietor of M/s. Daphtary Ferreira and Divan, Solicitor and Advocate of the Company, the payment of professional fees in the capacity as Advocate and Solicitor.

BOARD COMMITTEES:

The Board of Directors of your Company had constituted various Committees and approved their terms of reference/role in compliance with the provisions of the Companies Act, 2013 (Act) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee.

The composition of the Audit Committee as given in the Corporate Governance Report is in accordance with Section 177 of the Act, Rules thereunder and Listing Regulations. The members of the Audit Committee are financial literate and have experience in financial management. All the recommendations made by the Audit Committee have been accepted by the Board of Directors.

PERFORMANCE EVALUATION:

Pursuant to the provisions of Section 134(3)(p), 149(8), Schedule IV of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the circular dated 5^th January, 2017 issued by SEBI with respect to Guidance Note on Board Evaluation, annual performance evaluation of the Board as well as of the Committees of the Board and individual Directors have been carried out by the Board.

The performance evaluation of the Independent Directors was carried out by the entire Board and the performance evaluation of the Chairman, Non-Independent Directors and Board was carried out by the Independent Directors.

INDEPENDENT DIRECTORS’ MEETING:

In terms of Section 149, Schedule IV of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Independent Directors met on Wednesday, 20^th March, 2024 without the

attendance of 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 Company as a whole;

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

iii) assessed the quality, quantity and timeliness of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

All the Independent Directors were present at the meeting.

FAMILIARISATION PROGRAMME OF INDEPENDENT DIRECTORS:

In compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Company has put in place a familiarization program for Independent Directors to familiarize them with their role, rights and responsibilities as Directors, the operations of the Company, business 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 taking place in the Company and its operations.

REMUNERATION POLICY:

The Board on the recommendation of the Nomination & Remuneration Committee had formulated and adopted the Remuneration policy for selection and appointment of Directors, Senior Management and their remuneration. The policy is available on the website of the Company at link http://www.indianhumepipe.com/Portals/0/images/pdf/Corporate_ Governance/Nom_Rem_Policy.pdf

NUMBER OF MEETINGS:

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

During the year five Board Meetings and five Audit Committee meetings were held as under:

16^th May, 2023, 19^th June, 2023, 10^th August, 2023, 9^th November, 2023 and 8^th February, 2024.

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.	Ms. Sucheta N. Shah **	Member
5.	Mr. Nandan S. Damani **	Member
* Upto 03-08-2023 ** Appointed w.e.f. 04-08-2023

Further two meetings of Nomination & Remuneration Committee, a meeting of Corporate Social Responsibility Committee, a meeting of Stakeholders Relationship Committee and two meetings of Risk Management Committee 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 not exceed one hundred and twenty days.

DIRECTORS’ RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 of the Companies Act, 2013, the Directors state that:

a) in the preparation of the Annual Accounts for the financial year ended 31^st March, 2024, the applicable Accounting Standards and Schedule III of the Companies Act, 2013 have been followed along with proper explanation relating to material departures, if any.

b) appropriate accounting policies have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2024 and of the profit of the Company for the year ended on that date;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets 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 and that such internal financial controls are adequate and are operating effectively; and

f) proper systems to ensure compliance with the provisions of all applicable laws have been 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 the financial year ended 31^st March, 2024 is a part of the Annual Report. The Auditors Report for the financial year 31^st March, 2024 does not contain any qualification, reservation or adverse remark. During the financial year 2023-24 the Auditors had not reported any matter u/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 96^th Annual General Meeting held on 28^th July, 2022 appointed M/s. K. S. Aiyar & Co., Chartered Accountants, Mumbai, bearing ICAI Firm Registration No.100186W, as Statutory Auditors of the Company to hold office for a term of five (5) consecutive years commencing from the conclusion of 96^th Annual General Meeting (AGM) till the conclusion of 101^st Annual General Meeting of the Company to be held in the year 2027. M/s. K. S. Aiyar & Co., Chartered Accountants, Mumbai, will complete their first term on the conclusion of 101^st AGM of the Company.

SECRETARIAL AUDITORS AND SECRETARIAL STANDARDS:

Secretarial Audit for the financial year ended 31 ^st March, 2024 was conducted by M/s. JHR & Associates, Company Secretaries, pursuant to the provisions of Section 204 of the Companies Act, 2013 (Act) and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Report of the Secretarial Auditor is annexed as “Annexure B”.

The Board of Directors has re-appointed M/s. JHR & Associates, Company Secretaries as the Secretarial Auditors to conduct Audit of secretarial records of the Company for the financial year ending 31^st March, 2025. The Company has received written consent and eligibility certificate from them stating that the re-appointment will be in accordance with the applicable provisions of the Act and the Rules thereunder.

During the financial year 2023-24 the Secretarial Auditors had not reported any matter u/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, the Company has obtained, Annual Secretarial Compliance Report for the financial year ended 31^st March, 2024 from the Practicing Company Secretaries and submitted the same to the Stock Exchanges.

During the year 2023-24, the Company has complied with applicable Secretarial Standards issued by the Institute of the Company Secretaries of India.

COST AUDITOR

The Board of Directors on the recommendation of the Audit Committee has approved the re-appointment of Mr. Subodh C. Mawalankar, Cost Accountant, Membership No.9041 as Cost Auditor to conduct the audit of the cost records of the Company pertaining to products following under HSN code 73059010 (MS Pipe) and Joint-Rings, 73069011 (BWSC) and 73053110 (PCCP) for the financial year ending 31^st March, 2025.

The Company has received written consent and eligibility certificate from Cost Auditor stating that the re-appointment will be in accordance with the applicable provisions of the Companies Act, 2013 and the Rules thereunder.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is annexed as “Annexure C”.

RELATED PARTY TRANSACTIONS:

The Company has formulated a policy on Related Party Transactions, which is uploaded on the Company''s website. The policy deals with review and approval of related party transactions. The Board of Directors have approved the criteria for making the omnibus approval by the Audit Committee within the overall frame work of the policy on related party transactions. Omnibus approval is obtained for related party transactions, which are of 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 and approval. Mr. Rajas R. Doshi, Chairman and Managing Director and Mr. Mayur R. Doshi, Executive Director are having credit balances of '' 0.99 Lakhs and '' 0.50 Lakhs respectively as of 31^st March, 2024 with the Company in current account.

There are no transactions with related parties to be reported in Form AOC-2. All the related party transactions entered into during the year under review were in the ordinary course of business and on an arm''s length basis.

The disclosure of transactions including with related party belonging to the Promoter/Promoter Group which holds 10% or more shareholding in the Company as per format prescribed in the Accounting Standards for annual results is given in note No. 2.32 to the Notes to Accounts.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 is available on the website of the Company at link http://www.indianhumepipe.com/Portals/0/images/pdf/ Corporate_Governance/AnnexF2324.pdf and accordingly the extract is not published in the Annual Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Section 197 of the Act is attached as “Annexure D”.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection and any Member interested in obtaining a copy of the same may write to the Share Department.

INDUSTRIAL RELATIONS:

Management has successfully negotiated and settled the demands of workmen working at our Karari II factory and negotiations with workers working at IHP Choutuppal and IHP Kanhan factories are in progress. During the financial year 2023-24, the industrial relations with the workmen working at various units of the company were by and large peaceful and normal.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

During the financial year under review, the Company did not receive any complaint of sexual harassment and no cases were filed under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act). As per the provisions of the Act, the Company has already formed Internal Complaints Committees to redress the grievances of women employees under the Act.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

During the year under review, the Company has transferred '' 16,42,169/-of unclaimed dividend for the financial year 2015-16 and 2016-17 (Interim Dividend) to IEPF Authority. In terms of Section 124(6) and IEPF Rules, 2016 of the Companies Act, 2013, the Company has transferred 38,330 equity shares to IEPF Authority of those shareholders who did not claim dividend for seven consecutive years.

NODAL OFFICER:

Mr. S.M. Mandke, Vice President - Company Secretary the Nodal Officer and Mr. Subhash L. Deshawal, Manager Secretarial the Deputy Nodal Officer for the purpose of verification of claims filed with the Company in terms of IEPF Rules and for co-ordination with the IEPF Authority. The said details are available on the website of the Company www.indianhumepipe.com

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Business Responsibility and Sustainability Report for the financial year 2023-24 as required in terms of Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 forms part of the Annual Report.

DIVIDEND DISTRIBUTION POLICY:

The Dividend Distribution Policy of the Company is available on the Company''s web site at www.indianhumepipe.com and a web-link is http:// www.indianhumepipe.com/Portals /0/images/pdf/Corporate_Governance/ Dividend_Distribution_Policy.pdf

GENERAL:

Your Directors state that no disclosure or reporting is required in respect

of the following 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.

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 its own shares by employees / Directors or by trustees for the benefit of the employees or Directors.

5. There were no proceedings made or pending under the Insolvency and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Bank or Financial Institution.

ACKNOWLEDGEMENTS:

Your Directors record their gratitude to the Shareholders, Customers, Bankers, Government Departments, Vendors, Sub-contractors and all other Stakeholders for their continued support and co-operation during the year.

Your Directors also wish to place on record their appreciation of the services rendered by the employees of the Company.

Wishing you all good health, wealth and prosperity.

---

Mar 31, 2018

BOARDS REPORT

TO

THE MEMBERS,

The Directors are pleased to present to you the Annual Report on the business operations of the Company together with the Audited Financial Statements of Accounts for the Financial Year ended 31^st March, 2018.

FINANCIAL RESULTS:

(As per IND AS)

(Rs, in Lakhs)

	Year Ended	Year Ended
	31-03-2018	31-03-2017
Revenue from Operations	1,55,138.25	1,81,250.49
Profit Before Finance Cost, Depreciation & Amortization & Tax	15,410.80	20,923.81
Less: Finance Costs	4,288.46	4,570.62
Depreciation & Amortization	1,084.13	1,052.69
Profit Before Tax	10,038.21	15,300.50
Less: Provision for Taxation	3,431.94	5,332.86
Net Profit After Tax	6,606.27	9,967.64
Add/(Less): Other Comprehensive Income	91.91	(15.45)
Total Comprehensive Income carried out to Other Equity	6,698.18	9,952.19

PERFORMANCE REVIEW:

Your Company''s operations of its various projects under execution continued to be profitable, with continued efforts to reduce costs and improve yield as also bettering the productivity levels.

During the year 2017-18 under review, the Revenue from Operations is less at Rs, 1,55,138.25 Lakhs as compared to Rs, 1,81,250.49 Lakhs of the previous year. The profit before tax for the year at Rs, 10,038.21 Lakhs after considering sales tax demands of prior years amounting to Rs, 3,033 Lakhs was less as compared to Rs, 15,300.50 Lakhs of the previous year. The profit after tax for the year at Rs, 6,606.27 Lakhs was less as compared to Rs, 9,967.64 Lakhs of the previous year. This was due to less turnover because of less order inflow and some disruptions due to GST introduction.

No material changes and commitments have occurred after the close of the financial year till the date of this Report, which affect the financial position of the Company.

DIVIDEND:

Your Directors are pleased to recommend a Dividend of Rs, 3.40 per equity share of face value of Rs, 2/- each (170%) for the financial year ended 31^st March, 2018 on paid-up share capital of the Company as against Rs, 3.40 per equity share of face value of Rs, 2/- each for the previous financial year ended 31^st March, 2017. The Dividend, subject to the approval of the Members at the 92^nd Annual General Meeting convened on 20^th July, 2018 will be paid on or after 24^th July, 2018 to those Members whose names appears in the Registered of Members as on the date of Book Closure i.e. Tuesday, 10^th July, 2018. The Dividend of Rs, 3.40 per equity share of Rs, 2/- each together with Dividend Distribution Tax will amount to Rs, 1,985.79 Lakhs.

SHARE CAPITAL:

During the year, the Company has increased the Authorised Share Capital of the Company from Rs, 10,00,00,000/- (Ten Crores) divided into 5,00,00,000

Equity Shares of Rs, 2/- each to Rs, 20,00,00,000/- (Twenty Crores) divided into 10,00,00,000 Equity Shares of Rs, 2/- each. The Issued, Subscribed and Paid up Capital stood at Rs, 968.94 Lakhs as on March 31, 2018 consisting of 4,84,47,170 Equity shares of Rs, 2 /- each.

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 maintained satisfactorily and optimum utilization of financial resources was achieved.

The Company had a cordial relationship with its Bankers and trade creditors and has been prompt in meeting obligations towards them.

The Company continued to enjoy high credit rating from the External credit Agency and Banks during the year under review.

INCOME TAX ASSESSMENT:

The income tax assessment of your Company has been completed till assessment year 2015-16. The appeals filed by the Company, against the assessment orders for various financial years are pending with the Income Tax Appellate Authorities and Bombay High Court. The amount of disallowance involved in various appeals is Rs, 18,382.03 Lakhs. The major dispute is with regard to the execution of eligible infrastructure projects of water, sewerage and irrigation. Out of the total disallowance the amount of Rs, 17,996.21 Lakhs pertains to the disallowance made u/s 80IA of the I.T. Act, 1961. The balance amount of Rs, 385.82 Lakhs pertains to other items of disallowance such as sec. 14A disallowance, land valuation of Wadala property. The necessary provision for tax of Rs, 6,221.31 Lakhs has been made in the accounts except for the disallowance made u/s 14A, as the same disallowance has been deleted in the previous years by the First and Second Appellate Authority.

The appeals filed by the Income Tax Department are pending in the Bombay High Court for A.Y 2003-04, A.Y 2008-09 & A.Y 2010-11. The issue involved for AY 2003-04 is claim of deduction u/s 80IA allowed by the Income Tax Appellate Tribunal, amounting to Rs, 1068.27 Lakhs. However due to subsequent retrospective amendment made to sec. 80IA by Finance Act, 2009, as an abundant caution provision for the basic tax liability of Rs, 392.59 Lakhs on the claim of Rs, 1068.27 Lakhs has been made in the accounts, hence there is no tax liability. The issue involved for the AY 2008-09 & A.Y 2010-11 is with regard to the claim of disallowance of expenses u/s 14A of the I.T. Act, 1961. The Income Tax Appellate Tribunal had deleted the disallowance made u/s 14A of the I.T. Act, 1961. In case if this disallowance is confirmed by the Bombay High Court then the Company will have 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 21.

DEVELOPMENT OF LAND:

The development of CompanyRs,s land at Hadapsar (Pune), Wadala (Mumbai) and Badarpur (New Delhi) are at initial stages of obtaining development related approvals from the various Authorities.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORTS:

The Company has implemented procedures and adopted practices in conformity with the code of Corporate Governance under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations). The Company has implemented Code of Conduct for all its Executive Directors and Senior Management Personnel, Non-Executive Non-Independent Directors and Independent Directors, who have affirmed compliance thereto. The said Codes of Conduct have been posted on the website of the Company. The Management Discussion and Analysis Report and Corporate Governance Report, appearing elsewhere in this Annual Report forms part of the Board''s Report. A certificate from the Statutory Auditors of the Company certifying the compliance of conditions of Corporate Governance is also annexed hereto.

PUBLIC DEPOSITS:

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

An aggregate amount of Rs, 0.65 Lakhs representing 3 fixed deposits that had matured, the last one being matured in February, 2012 and all these 3 fixed deposits remained unclaimed as at 31^st March, 2018. Since then, no instructions for repayment of any of these matured fixed deposits have been received.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Financial Statements for the year ended 31^st March, 2018.

CORPORATE SOCIAL RESPONSIBILITY:

The Corporate Social Responsibility (CSR) Policy of the Company and the CSR programs/activities undertaken during the financial year 2017-18 are set out in “Annexure A” and forms part of the Board''s Report. For other details of the CSR Committee, 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 and the Rules there under the Company has incurred CSR expenditure of Rs, 180.88 Lakhs for the financial year 2017-18 by way of corpus donation to Ratanchand Hirachand Foundation which had carried out CSR activities on behalf of Company as set out in Annexure A.

DONATIONS:

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

Rs, 11 Lakhs towards corpus donation to SDJMIMC Trust (R) Shravanabelagola.

Rs, 10 Lakhs to Swachh Bharat Kosh set-up by the Central Government for the promotion of sanitation.

Rs, 6.45 Lakhs to Rotary Foundation, Charitable Organization.

RISK MANAGEMENT:

The Company has constituted a Risk Management Committee. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board''s Report. The Company has a Risk Management Policy to identify, evaluate, monitor and mitigate risks. The risk framework defines the risk management approach across the enterprise 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. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, the Management undertake corrective action in their respective areas and thereby strengthen the controls.

INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS:

The Company has in place adequate internal financial controls with reference to financial statements to provide reasonable assurances with regard to recording and providing financial information complying with the applicable accounting standards.

VIGIL MECHANISM:

The Company has Vigil Mechanism administered by the Audit Committee. The Vigil Mechanism 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/ Tribunals which 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 of the Company have submitted a declaration that each of them meets the criteria of independence as per provisions of the Companies Act, 2013, rules there under and SEBI (LODR) 2015 and there has been no change in the circumstances which may affect their status as Independent Director during the year.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are - Mr. Rajas R. Doshi, Chairman & Managing Director, Mr. Mayur R. Doshi, Executive Director, Mr. M. S. Rajadhyaksha, Chief Financial Officer and Mr. S. M. Mandke, Company Secretary.

Remuneration and other details of the Key Managerial Personnel of the Company for the financial year ended 31^st March, 2018 are provided in the Extract of the Annual Return forming part of this report.

The Board of Directors have re-appointed Mr. Rajas R. Doshi as Managing Director designated as Chairman and Managing Director for a further period of 5 years from 1^st July, 2018 to 30^th June, 2023. The details of his remuneration and terms and conditions are given in the Notice and Explanatory Statement.

As per Section 152 of the Companies Act, 2013, Ms. Jyoti R Doshi, Director. of the Company, retire by rotation at the ensuing AGM and offers herself for re-appointment.

Profile of Ms. Jyoti R Doshi is given in the Notes to the notice of AGM of the Company.

As per Notification dated 9^th May 2018 issued by SEBI amending certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, it requires passing of special resolution by the Company for continuation of Non-Executive Director who has attained the age of seventy five years. This amendment will come into effect from 1^st April, 2019. Mr. N. Balakrishnan and Mr. P D. Kelkar, Non-Executive Independent Directors are 80 years and 84 years respectively. They were appointed as Independent Directors w.e.f. 16^th March 2015 and 4^th August, 2015 respectively for a period of 5 years. Their tenure as Independent Directors is upto 15^th March, 2020 and 3^rd August, 2020 respectively. The Board feels their continuation as Independent Directors of the Company will be in the interest of the Company and has therefore recommended their continuation as Independent Directors till their foretasted term even though they have attained the age of 75 years. The special resolutions to that effect is included in the notice of the ensuing AGM. The Board recommends the same to the Members.

BOARD COMMITTEES:

The Board of Directors of your Company had constituted various Committees and approved their terms of reference/role in compliance with the provisions of the Companies Act, 2013 and SEBI Listing Regulations viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, CSR Committee and Risk Management Committee.

The composition of the Audit Committee as given in the Corporate Governance Report is in alignment with Section 177 of the Companies Act, 2013, Rules thereunder and Listing Regulations. The members of the Audit Committee are financial literate and have experience in financial management. All the recommendations made by the Audit Committee have been accepted by the Board of Directors.

PERFORMANCE EVALUATION:

Pursuant to the provisions of Section 134(3)(p), 149(8), Schedule IV of the Companies Act, 2013, SEBI (LODR) Regulations, 2015 and the circular dated 5^th January, 2017 issued by SEBI with respect to Guidance Note on Board Evaluation, annual performance evaluation of the Board as well as of the Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, CSR and Risk Management Committees and individual Directors have been carried out by the Board.

The performance evaluation of the Independent Directors was carried out by the entire Board and the performance evaluation of the Chairman, Non-Independent Directors and Board was 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 28^th March 2018 without the attendance of 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 Company as a whole;

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

iii) assessed the quality, quantity and timeliness of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform 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 has put in place a familiarization program for Independent Directors to familiarize them with their role, rights and responsibilities as Directors, the operations of the Company, business overview etc.

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

REMUNERATION POLICY:

The Board on the recommendation of the Nomination & Remuneration Committee had formulated and adopted the Remuneration policy for selection and appointment of Directors, Senior 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 the Directors.

During the year four Board and Audit Committee meetings were held

i.e. on 18^th May, 2017, 12th September 2017, 7^th December, 2017 and 8^th February, 2018.

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

Further one meeting each of Nomination & Remuneration Committee and Stakeholders Relationship Committee and two meetings of Corporate Social Responsibility Committee 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 one hundred and twenty days.

DIRECTORS’ RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 of the Companies Act,

2013, the Directors state that:

a) in the preparation of the Annual Accounts for the financial year ended 31^st March, 2018, the applicable Accounting Standards and Schedule

III of the Companies Act, 2013 have been followed along with proper explanation relating to material departures, if any.

b) appropriate accounting policies have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2018 and of the profit of the Company for the year ended on that date;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets 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 such internal financial controls are adequate and are operating effectively; and

f) proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems are adequate and operating effectively.

AUDITORS’ REPORT:

The Auditors'' Report to the Members on the Financial Statements Ind AS of the Company for the financial year ended 31⁸¹ March, 2018 is a part of this Annual Report. The Auditors Report for the financial year 31^st March, 2018 does not contain any qualification, reservation or adverse remark.

AUDITORS:

STATUTORY AUDITORS:

The Members of the Company had at the 91^st AGM held on 10^th July, 2017 appointed M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, Mumbai, bearing ICAI Firm Registration No.117366W/W-100018, as Statutory Auditors of the Company to hold office from the conclusion of 91^st Annual General Meeting (AGM) till the conclusion of 96^th Annual General Meeting (subject to ratification of the appointment by the Members at every AGM held after the aforesaid AGM).

Rule 3(7) of the Companies (Audit and Auditors) Rules, 2014 states that the appointment of the Auditor shall be subject to ratification by the Members at the every AGM held after the aforesaid AGM.

M/s. Deloitte Haskins & Sells LLP, Chartered Accountants have confirmed their eligibility and qualification as required under Section 139, 141 and other applicable provisions of the Companies Act, 2013, and Rules made there under.

COST AUDITOR:

The Board of Directors have appointed Mr. Vikas Vinayak Deodhar, Cost Accountant, Mumbai, Membership No. 3813 as Cost Auditor of the Company for the financial year 2018-19 to conduct the audit of the cost records of applicable business of the Company on a remuneration of '' 1,20,000 /- also payment of GST as applicable and reimbursement of out of pocket expenses and/or travelling expenses as may be incurred by him, subject to ratification and confirmation of remuneration by the shareholders at the ensuing AGM.

SECRETARIAL AUDITOR:

Secretarial Audit for the financial year 2017-18 was conducted by Mr. J.

H. Ranade, Company Secretary in practice and Partner of M/s. JHR & Associates, Company Secretaries, pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Report of the Secretarial Auditor is annexed as “Annexure C”. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in their Report.

The Board of Directors has appointed M/s. JHR & Associates, Company Secretaries as the Secretarial Auditor to conduct Audit of secretarial records of the Company for the financial year 2018-19.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is annexed as “Annexure D”.

RELATED PARTY TRANSACTIONS:

All related party transactions entered into during the financial year were in the ordinary course of business and on an arm''s length basis except the transaction(s) with Ms. Anima B. Kapadia, Director and Sole Proprietor of Daphtary Ferreira & Divan, Solicitors and Advocates of the Company for rendering legal services to the Company which was approved by the 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 transactions made by the Company with the Promoters, Directors, Key Managerial Personnel, their relatives 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 Board for approval. A statement of all related party transactions was presented before the Audit Committee on quarterly basis, specifying the nature, value and other related terms and conditions of the transactions. Further details of the transactions with related parties are provided in the Company''s financial statements in accordance with the Accounting Standards. The Company has a Related Party Transaction Policy for identifying, monitoring and approving of such transactions.

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

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return as on 31^st March, 2018 in Form MGT-9 is annexed herewith as “Annexure F”.

PARTICULARS OF EMPLOYEES:

The information required under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Section 197 of the Act is attached as “Annexure G”.

INDUSTRIAL RELATIONS:

The Company is having total strength of 1,433 permanent employees as on 31^st March, 2018 working at various locations such as Factories / Projects/ Projects Offices/Head Office and Research & Development Department, Mumbai.

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

PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE:

During the year under review, there were no complaints filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. Internal Complaints Committees have been set up to redress complaint(s) regarding sexual harassment.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

During the year under review, the Company has transferred Rs, 5,13,170/towards unclaimed dividend for the financial year 2009-10 to IEPF. In terms of Section 124(6) and IEPF Rules, 2016 of the Companies Act, 2013, the Company has transferred 2,72,002 Equity Shares to IEPF Authority of those shareholders who did not claim dividend for seven consecutive years. Further unclaimed matured fixed deposit(s) and unclaimed interest of Rs, 67,456/- on fixed deposits were also transferred to Investor Education and Protection Fund, in compliance with the provisions of Section 125 of the Companies Act, 2013, which remained unclaimed by the fixed deposit holders of the Company for 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 the following 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.

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 ot its own shares by employees / Directors or by trustees for the benefit of the employees or Directors.

5. Applicable Secretarial Standards i.e SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'' respectively have been followed by the Company.

ACKNOWLEDGEMENTS:

Your Directors record their gratitude to the Shareholders, Customers, Bankers, Government Departments, Vendors, Sub-contractors and all other Stakeholders for their continued support and co-operation during the year.

Your Directors also wish to place on record their appreciation of the services rendered by 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, 2^nd floor,

5, Walchand Hirachand Road,

Ballard Estate,

Mumbai - 400 001

Date : 23^rd May, 2018

---

Mar 31, 2017

The Directors are pleased to present to you the Annual Report on the business operations of the Company together with the Audited Financial Statements of Accounts for the Financial Year ended 31st March, 2017.

FINANCIAL RESULTS:

(Rs. in Lakhs)

	Year Ended	Year Ended
	31-03-2017	31-03-2016
Revenue from Operations	1,79,954.10	93,893.91
Profit Before Finance Cost, Depreciation & Amortization & Tax	21,054.36	9,991.94
Less: Finance Costs	4,771.21	4,526.05
Depreciation & Amortization	1,052.69	980.40
Profit Before Tax	15,230.46	4,485.49
Less: Provision for Taxation	5,352.00	1,575.52
Net Profit After Tax	9,878.46	2,909.97
Dividend including dividend distribution tax	1,982.54	932.95

PERFORMANCE REVIEW:

Your Company''s operations of its various projects under execution continued to be profitable, with continued efforts to reduce costs and improve yield as also bettering the productivity levels.

During the year under review, the revenue from operations has gone up by 91.66% to Rs.1,79,954.10 Lakhs as compared to Rs.93,893.91 Lakhs of the previous year. The profit after tax for the year at Rs.9,878.46 Lakhs was much higher by 239.47% as compared to Rs.2,909.97 Lakhs of the previous year.

No material changes and commitments have occurred after the close of the financial year till the date of this Report, which affect the financial position of the Company.

BONUS SHARES:

The Company has successfully completed the Bonus issue by capitalizing Free Reserves of the Company in the ratio of One fully paid equity share of Rs.2/- each for One fully paid equity share of Rs.2/- each held by the Members and have allotted these shares on 14th December, 2016. The Bonus shares have been listed on BSE and NSE. As a result of issue of Bonus shares, the paid-up share capital is increased to Rs.9,68,94,340/divided into 4,84,47,170 equity shares of Rs.2/- each. As per terms of the Bonus issue, these shares are 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 had declared 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 Interim Dividend 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 of face value of Rs.2/- each (120%) for the financial year ended 31st March, 2017 on enhanced share capital. The Final Dividend, subject to the approval of the Members at the 91^st Annual General Meeting convened on 10th July, 2017 will be paid on or after 13th July, 2017 to those Members whose names appears in the Registered of Members as on the date of Book Closure Friday, 30th June, 2017. The Interim Dividend and Final Dividend aggregates to Rs.3.40/- per equity share of Rs.2/- each. The total Dividend for the financial year ended 31st March, 2017 including the proposed Final Dividend, if declared at the AGM, together with Dividend Distribution Tax will amount to Rs.1,982.54 Lakhs. Dividend of Rs.3.20 per equity share amounting to Rs.932.95 including dividend distribution tax was paid for 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 maintained satisfactorily and optimum utilization of financial resources was achieved. Lower budgetary allocation of funds by some of the State Governments coupled with slow realization of funds in some projects as also a steep increase in the volume of work done did provide challenges to the availability of working capital. However, due to better working capital management, and faster realization of work bills vis-a-vis work done in Telangana, 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 turn, resulted into softening of interest rates in the money market. Further, due to better negotiations of pricing with the lenders, the Company could keep effective cost of borrowings under control.

The Company has been prompt in meeting obligations towards its Bankers and other trade creditors.

INCOME TAX ASSESSMENT:

The Income Tax assessment of your Company has been completed till assessment year 2014-15. The appeals filed by your Company, against the assessment orders for various financial years are pending with the Income Tax Appellate Authorities and Bombay High Court. The amount of disallowance involved in various appeals is Rs.15,058.81 Lakhs. The major dispute is with regard to the execution of eligible infrastructure projects of water, sewerage, and irrigation. Out of the total disallowance, the amount of Rs.14,670.85 Lakhs pertains to the disallowance made u/s 80IA of the I.T. Act, 1961. The balance amount of Rs.387.96 Lakhs pertains to other items of disallowance such as sec. 14A disallowance, land valuation of Wadala property. The necessary provision for tax of Rs.5,087.75 Lakhs has been made in the accounts except for the disallowance made u/s 14A, as the same disallowance has been deleted in the previous years by the First and Second Appellate Authority.

The appeals filed by the Income Tax Department are pending in the Bombay High Court for A.Y 2003-04, A.Y 2008-09 & A.Y 2010-11. The issue involved for AY 2003-04 is claim of deduction u/s 80IA allowed by the Income Tax Appellate Tribunal, amounting to Rs.1,068.27 Lakhs. However due to subsequent retrospective amendment made to sec. 80IA by Finance Act,2009, as an abundant caution provision for the basic tax liability of Rs.392.59 Lakhs on the claim of Rs.1,068.27 Lakhs has been made in the accounts, hence there is no tax liability. The issue involved for the AY 2008-09 & AY 2010-11 is with regards to the claim of disallowance of expenses u/s 14A of the I.T. Act, 1961. The Income Tax Appellate Tribunal had deleted the disallowance made u/s 14A of the I.T. Act, 1961. In case if this disallowance is confirmed by the Bombay High Court then your company will have 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 (New Delhi) are at initial stages of obtaining development related approvals from the Authorities.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORTS:

The Company has implemented procedures and adopted practices in conformity with the code of Corporate Governance under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations). The Company has implemented Code of Conduct for all its Executive Directors and Senior Management Personnel, Non-Executive Non-Independent Directors and Independent Directors, who have affirmed compliance thereto. The said Codes of Conduct have been posted on the website of the Company. The Management Discussion and Analysis Report and Corporate Governance Report, appearing elsewhere in this Annual Report forms part of the Directors'' Report. A certificate from the Statutory Auditors of the Company certifying 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, 2009 and stopped accepting / renewing deposits since then. Accordingly, the Company has repaid all those deposits together with interest thereon as and when they matured on their respective due dates on fixed deposit holders claiming the same.

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

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 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 CSR programs/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 the CSR Committee, 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 and the Rules there under the Company has incurred CSR expenditure of Rs.100 Lakhs for the financial year 2016-17 by way of corpus donation to Ratanchand Hirachand Foundation which had carried out CSR activities on behalf 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 of sanitation.

Rs.3.40 Lakhs to Rotary Foundation, Charitable Organization.

RISK MANAGEMENT:

The Company has constituted a Risk Management Committee. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board''s Report. The Company has a Risk Management Policy to identify, evaluate, monitor and mitigate risks. The risk framework defines the risk management approach across the enterprise 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. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, the Management undertake corrective action in their respective areas and thereby strengthen the controls.

INTERNAL FINANCIAL CONTROLS:

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

VIGIL MECHANISM:

The Company has Vigil Mechanism administered by the Audit Committee. The Vigil Mechanism 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/ Tribunals which 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 of the Company have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status as Independent Director during the year.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are - Mr. Rajas R. Doshi, Chairman & Managing Director, Mr. Mayur R. Doshi, Executive Director, Mr. M. S. Rajadhyaksha, Chief Financial Officer and Mr. S. M. Mandke, Company Secretary.

Remuneration and other details of the Key Managerial Personnel of the Company for the financial year ended 31st March, 2017 are provided 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 the Company, 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 approved their terms of reference/role in compliance with the provisions of the Companies Act, 2013 and SEBI Listing Regulations viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, CSR Committee and Risk Management Committee. The Board 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 Companies Act, 2013, SEBI (LODR) Regulations, 2015 and the circular dated 5th January, 2017 issued by SEBI with respect to Guidance Note on Board Evaluation, annual performance evaluation of the Board as well as of the Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, CSR and Risk Management Committees and individual Directors have been carried out by the Board.

The performance evaluation of the Independent Directors was carried out by the entire Board and the performance evaluation of the Chairman, Non-Independent Directors and Board was 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 16th February, 2017 without the attendance of 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 Company as a whole;

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

iii) assessed the quality, quantity and timeliness of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform 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 has put in place a familiarization program for Independent Directors to familiarize them with their role, rights and responsibility as Directors, the operations of the Company, business overview etc.

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

REMUNERATION POLICY:

The Board on the recommendation of the Nomination & Remuneration Committee had framed a policy for selection and appointment of Directors, Senior 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 the Directors.

During the year four Board and Audit Committee meetings were held i.e. on 19th May, 2016, 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 of Stakeholders Relationship Committee and two meetings of Corporate Social Responsibility Committee 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 one hundred and twenty days.

DIRECTORS’ RESPONSIBILITY STATEMENT:

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

a) in the preparation of the Annual Accounts for the financial year ended 31st March, 2017, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

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

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets 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 such internal financial controls are adequate and are operating effectively; and

f) proper systems to ensure compliance with the provisions of all applicable laws have been 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 financial year ended 31st March, 2017 does not contain any qualification, reservation or adverse remark.

AUDITORS: STATUTORY AUDITORS:

M/s. K. S. Aiyar & Co., Chartered Accountants, are the Statutory Auditors since inception of the Company. They will be completing their term as Statutory Auditors on conclusion of 91st Annual General Meeting convened on 10th July, 2017. The Board place on record their appreciation for services rendered by M/s. K. S. Aiyar & Co. Chartered Accountants as Statutory Auditors of the Company. The Company is required to rotate the Statutory Auditors on completion of their term as per provisions of the Companies Act, 2013.

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 of Directors have proposed the appointment of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, Mumbai, bearing ICAI Firm Registration No.117366W/W-100018, as Statutory Auditors of the Company for a period of five consecutive years from the conclusion of 91st Annual General Meeting (AGM) till the conclusion of 96th Annual General Meeting (subject to ratification of the appointment by the Members at every AGM held after this AGM) for approval of the Members.

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

COST AUDITOR:

The Board of Directors have appointed Mr. Vikas Vinayak Deodhar, Cost Accountant, Mumbai, Membership No. 3813 as Cost Auditor of the Company for the financial year 2017-18 to conduct the audit of the cost records of applicable business of the Company on a remuneration of '' 1,20,000/- plus reimbursement of out of pocket expenses and/or travelling expenses as may be incurred by him and Service Tax/GST as applicable, subject to 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. Ranade, Company Secretary in practice and Partner of M/s. JHR &

Associates, Company Secretaries (formerly J. H. Ranade & Associates, Company Secretaries), pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Report of the Secretarial Auditor is annexed as “Annexure C”. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in their Report.

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

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN ExCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with the 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 length basis and were in the ordinary course of business except the transaction(s) with Ms. Anima B. Kapadia, Director and Sole Proprietor of Daphtary Ferreira & Divan, Solicitors and Advocates of the Company for rendering legal services to the Company which was approved by the 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 transactions made by the Company with the Promoters, Directors, Key Managerial Personnel, their relatives 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 Board for approval. A statement of all related party transactions was presented before the Audit Committee on quarterly basis, specifying the nature, value and other related terms and conditions of the transactions. Further details of the transactions with related parties are provided in the Company''s financial statements in accordance with the Accounting Standards. The Company has a Related Party Transaction Policy for identifying, monitoring and approving of such transactions.

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

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as “Annexure F”.

PARTICULARS OF EMPLOYEES:

The information required under Rule 5(1),(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Section 197 of the Act is attached as “Annexure G”.

INDUSTRIAL RELATIONS:

The Company is having total strength of 1,329 permanent employees as on 31st March, 2017 working at various locations such as Factories / Projects/ Projects Offices/Head Office and Research & Development Department, Mumbai.

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

PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE:

During the year under review, there were no complaints filed pursuant to the Sexual Harassment 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 Rs.4,22,518/- towards unclaimed dividend for the financial year 2008-09, Unclaimed sale proceeds of fractional shares arising out of issuance of bonus shares of Rs.54,939/-, Unclaimed redemption amount of preference shares of Rs.1,98,720/-, unclaimed matured fixed deposits and unclaimed interest of Rs.93,074.08 on fixed deposits to Investor Education and Protection Fund, in compliance with the provisions of Section 125 of the Companies Act, 2013, which remained unclaimed by the members/fixed deposit holders of the Company for 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 the following 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, Bankers, Government Departments, Vendors and Sub-contractors and all other Stakeholders for their continued support and co-operation during the year.

Your Directors also wish to place on record their appreciation of the services rendered by 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, 2^nd floor,

5, Walchand Hirachand Road,

Ballard Estate, Mumbai - 400 001

Date : 18^th May, 2017

---

Mar 31, 2015

THE MEMBERS,

The Directors are pleased to present to you the Annual Report on the business operations of the Company together with the Audited Financial Statement of Accounts for the Financial Year ended 31st March, 2015.

FINANCIAL RESULTS: (Rs. in Lacs) Year Ended Year Ended 31-03-2015 31-03-2014

Revenue from Operations 1,00,985.93 82,301.30

Profit Before Finance Cost, Depreciation & Amortisation & Tax 12,239.49 8,053.34

Less : Finance Costs 4,829.55 3,469.36

Depreciation & Amortisation 1,213.21 782.80

Profit Before Tax 6,196.73 3,801.18

Less : Provision for Taxation 2,040.00 1,395.52

Net Profit After Tax 4,156.73 2405.66

Add : Balance Brought Forward from last year 12,640.05 11,914.56

Surplus available for Appropriation 16,796.78 14,320.22

Less : Proposed Dividend 726.71 581.37

Tax on Dividend 147.96 98.80

General Reserve 1,000.00 1,000.00

1,874.67 1,680.17

Surplus Carried to Balance Sheet 14,922.11 12,640.05

PERFORMANCE REVIEW:

Your Company''s operations of its various projects under execution continued to be profitable, with continued efforts to reduce costs and improve yield as also bettering the productivity levels.

During the year under review, the revenue from operations has grown by 22.70% to Rs. 1,00,985.93 Lacs as compared to Rs. 82,301.30 Lacs of the previous year. The profit after tax for the year at Rs. 4,156.73 Lacs was higher by 72.79% as compared to Rs. 2,405.66 Lacs of the previous year.

No material changes and commitments have occurred after the close of the financial year till the date of this Report, which affect the financial position of the Company.

DIVIDEND:

Your Directors are pleased to recommend a dividend of Rs. 3/- per share of Rs. 2/- each (150%) as against Rs. 2.40 per share of Rs. 2/- each (120%) for the previous year payable to those equity shareholders whose names stand registered in the books of your Company as on the book closure date.

The total equity dividend together with the dividend tax will absorb Rs. 874.67 Lacs.

Your Company propose to transfer Rs. 1,000 Lacs to the General Reserve. An amount of Rs. 14,922.11 Lacs is proposed to be retained and carried to Balance Sheet.

FINANCE:

During the year under review, liquidity position of your Company was maintained satisfactorily and optimum utilization of financial resources was achieved. Increase in the business volume coupled with slow realization of funds in some projects and stringent contractual retention terms in few projects particularly in Tamil Nadu increased level of borrowings. Monetary policy of the Reserve Bank of India continued to be anti inflationary resulting into high cost of borrowings. Though, your Company endeavoured to resort to the cheaper sources of finances, due to the reasons mentioned earlier, the overall borrowing costs have increased. However, due to well monitored working capital management and better negotiations of pricing for finances, the Company could keep effective cost of borrowings under control.

The Company has been prompt in meeting obligations towards its Bankers and other trade creditors.

INCOME TAx ASSESSMENT:

The Income Tax assessment of your Company has been completed till Assessment Year 2012-13. The appeals filed by the Income Tax Department and the Company, against the assessment orders for previous financial years are pending with the Income Tax Appellate Authorities and Bombay High Court. The amount of disallowance involved in various appeals is Rs. 10,429.64 Lacs, on which necessary tax provision has been made in the accounts. The Major dispute is with regard to the claim u/s 80IA of the Income Tax Act, 1961, which is amounting to Rs. 10,050.75 Lacs in respect of execution of eligible Infrastructure projects of water, sewerage irrigation. The Balance amount of Rs. 378.89 Lacs pertains to other items of disallowance such as Section 14A disallowance, land valuation of Wadala Property etc. The necessary provision for tax of Rs. 3,545.90 Lacs has been made in accounts except for the disallowance made u/s 14A, as the same disallowance has been deleted in the previous years by the First and Second Appellate Authority.

The appeals filed by the Income Tax Department are pending in the Bombay High Court for Accounting Year 2003-04, 2008-09 & 2010-11. The issue involved for Accounting Year 2003-04 is claim of deduction u/s 80IA allowed by the Income Tax Appellate Tribunal, amounting to Rs. 1,068.27 Lacs. However due to subsequent retrospective amendment made to sec. 80IA by Finance Act, 2009, as an abundant caution provision for the basic tax liability of Rs. 392.59 Lacs on the claim of Rs. 1,068.27 Lacs has been made in the accounts, hence there is no tax liability. The issue involved for the Accounting Year 2008-09 & 2010-11 is with regards to the claim of disallowance of expenses u/s 14A of the I.T Act, 1961. The Income Tax Appellate Tribunal had deleted the disallowance made u/s 14A of the I.T. Act, 1961. In case if this disallowance is confirmed by the Bombay High Court then Company will have to make provision of tax of Rs. 31.78 Lacs.

FACTORIES:

The total number of factories of the Company as at the end of period under report stands at 20.

CORPORATE GOVERNANCE:

The Company has implemented procedures and adopted practices in conformity with the code of Corporate Governance as provided in the amended Clause 49 of the Listing Agreement with the Stock Exchanges. The Company has also implemented Code of Conduct for all its Non- Executive Directors and Executive Directors and Senior Management Personnel of the Company, who have affirmed compliance thereto. The said Codes of Conduct have been posted on the website of the Company. The Management Discussion and Analysis Report and Corporate Governance Report, appearing elsewhere in this Annual Report forms part of the Directors'' Report. A certificate from the Statutory Auditors of the Company certifying the compliance of conditions of Corporate Governance is also annexed thereto.

PUBLIC DEPOSITS AND LOANS/ADVANCES:

The Company had terminated its Fixed Deposits Schemes w.e.f. 28th July, 2009 and stopped accepting / renewing deposits since then. Accordingly it has repaid all the deposits together with interest as and when they matured on their respective maturity date(s).

An aggregate amount of Rs. 1.25 Lacs representing 7 fixed deposits had matured, the last one being matured in February, 2012 and all these 7 fixed deposits remained unclaimed as at 31st March, 2015. Since then, no instructions for repayment of any of these matured fixed deposits have been received.

The Company has no loans / advances and investments in its own shares by listed Companies, their subsidiaries, associates etc. as required to be disclosed in the annual accounts of the companies pursuant to Clause 32 of the Listing Agreement.

Further, in conformity with the aforesaid Cash Flow Statement for the year ended 31st March, 2015 is annexed hereto.

PARTICULARS OF INVESTMENTS AND GUARANTEES:

Details of Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR):

In accordance with Section 135 of Companies Act, 2013, the Board of Directors has formed Corporate Social Responsibility Committee (CSR Committee) comprising Mr. Rajas R. Doshi, Chairman & Managing Director, Ms. Jyoti R. Doshi, Non-Executive Director and Mr. Rameshwar D. Sarda, Independent Director as members of the Committee.

The report on CSR activities and CSR policy as recommended by CSR Committee and approved by the Board is annexed as "Annexure "A" and forms part of Directors'' report.

In acordance with Section 135 of the Companies Act 2013 and the rules thereunder the Company has incurred CSR expenditure of Rs. 55 Lacs by way of corpus donation to Ratanchand Hirachand Foundation which had carried out CSR activities on behalf of Company.

DONATIONS:

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

- Rs. 15 Lacs to Andhra Pradesh Chief Ministrer''s Relief Fund towards rehabilitation of Hudhud cyclone hit areas in Andhra Pradesh

- Rs. 10 Lacs to Swach Bharat Kosh.

- Rs. 3.10 Lacs to Rotary Foundation, Charitable Organisation.

RISK MANAGEMENT:

The Company has constituted a Risk Management Committee. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board''s Report.

The Company has a Risk Management Policy to identify, evaluate, monitor and mitigate risks. The risk framework defines the risk management approach across the enterprise 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.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all allocations of the Company. Based on the report of internal audit function, process management undertake corrective action in their respective areas and there by strengthen the controls.

INTERNAL FINANCIAL CONTROLS:

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

VIGIL MECHANISM:

The Company has Vigil Mechanism administered by the Audit Committee. The Vigil Mechanism is posted on the Company''s website.

SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/TRIBUNALS, IF ANY

There are no significant material orders passed by the Regulators/Courts/ Tribunals which would impact the going concern status of your Company and its future operations.

DIRECTORS:

Mr. N. Balakrishnan, Director of the Company retires by rotation at the ensuing Annual General Meeting under the erstwhile provisions of the Companies Act, 1956. In terms of Section 149 and other applicable provisions of the Companies Act, 2013, Mr. N. Balakrishnan has offered himself for appointment as Independent Director for 5 years effective from 16th March, 2015 to 15th March, 2020, subject to approvals by Members at the ensuing Annual General Meeting.

The Company has received requisite disclosures / declaration of independence from all the Independent Directors viz, Mr. Ajit Gulabchand, Mr. Rajendra M. Gandhi, Mr. Rameshwar D. Sarda, Mr. N. Balakrishnan and Mr. Vijay Kumar Jatia as required under the applicable provisions of Companies Act, 2013 and Listing Agreement.

Mr. P. D. Kelkar, Director of the Company was appointed as Director retiring by rotation under the erstwhile provisions of Companies Act, 1956. In terms of Section 149 and other applicable provisions of the Companies Act, 2013, he has given declaration of independence that he satisfies the criteria of independence as provided in Section 149(6) of the Act and is eligible and offering himself for appointment as an Independent Director of the Company. Pursuant to the recommendation of the Nomination and Remuneration Committee and the Board of Directors Mr. Kelkar is proposed to be appointed as an Independent Director of the Company to hold office for a period of five years from 4th August, 2015 to 3rd August, 2020, subject to approval by the members at the ensuing Annual General Meeting.

The Company has received notices under Section 160 of Companies Act, 2013 from the members signifying their intention to propose Mr. N. Balakrishnan and Mr. P D. Kelkar respectively as candidates for the office of Independent Directors at the ensuing Annual General Meeting.

As per Section 152 of the Companies Act, 2013, Ms. Jyoti R. Doshi Director of the Company, retire by rotation at the ensuing Annual General meeting and offers herself for re-appointment.

Profile of above Directors have been given in the Notice of the ensuing Annual General Meeting of the Company.

Mr. Rajas R. Doshi, Chairman & Managing Director and Mr. Mayur R. Doshi, Executive Director are Directors of IHP Finvest Limited (the Holding Company). Further Mr. Rajas R. Doshi is the Chairman and Mr. Mayur R. Doshi is the member of Stakeholders Relationship Committee of the holding Company. They are also Directors of Ratanchand Investment Private Limited (the ultimate Holding Company). During the year they have received sitting fees of Rs. 75,000/- each from IHP Finvest Limited for attending meetings of Board and sitting fees of Rs. 15,000/- each for attending meeting of Stakeholders Relationship Committee respectively. Further they have also received sitting fees of Rs. 5,000/- each from Ratanchand Investment Private Limited for attending meetings of Board.

KEY MANAGERIAL PERSONNEL:

During the year under review, in addition to Mr. Rajas R. Doshi, Chairman and Managing Director, the following two Senior Executives of the Company were formally appointed as Whole-time Key Managerial Personnel of the Company in compliance with the provisions of Section 203 of the Companies Act, 2013.

i) Mr. M. S. Rajadhyaksha, Controller of Accounts and Finance has been re-designated as Chief Financial Officer of the Company w.e.f. 27th May, 2014.

ii) Mr. S. M. Mandke to continue to act as Company Secretary of the Company.

Remuneration and other details of the Key Managerial Personnel for the financial year ended 31st March, 2015 are mentioned in the Extract of the Annual Return which is attached to the Directors'' Report.

PERFORMANCE EVALUATION:

Pursuant to the provisions of Section 134 (3) (p), 149 (8) and Schedule IV of the Companies Act, 2013 and Clause 49 of the Listing Agreement, annual Performance Evaluation of the Directors as well as of the Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee has been carried out.

The Performance Evaluation of the Independent Directors was carried out by the entire Board and the Performance Evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors.

INDEPENDENT DIRECTORS'' MEETING:

In terms of Section 149, Schedule IV of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Independent Directors met on 17th March, 2015 without the attendance of Non-Independent Directors and Members of Management of the Company inter-alia to discuss;

i) evaluation of performance of Non-Independent Directors and the Board of Directors of the Company as a whole.

ii) evaluation of performance of the Chairman of the Company, taking into views of Executive and Non-Executive Directors.

iii) evaluation of the quality, quantity and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at the Meeting.

REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior 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 the Directors.

During the year four Board and Audit Committee meetings were held on 27th May, 2014, 25th July, 2014, 12th November, 2014 and 3rd February, 2015. The Composition of Audit Committee is as under:

Sr. Name of the Members Category No

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 and one meeting each of Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee were held, the details of which are given in the Corporate Governance Report. The maximum time gap between any two consecutive meetings of the Board did not exceed one hundred and twenty days.

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

a) in the preparation of the Annual Accounts for the financial year ended 31st March, 2015, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

b) appropriate accounting policies have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit of the Company for the year ended on that date;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets 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 and that such internal financial controls are adequate and are operating effectively; and

f) proper systems to ensure compliance with the provisions of all applicable laws have been 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 financial year ended 31st March, 2015 does not contain any qualification, reservation or adverse remark.

AUDITORS:

STATUTORY AUDITORS:

M/s. K. S. Aiyar & Co., Chartered Accountants, Mumbai bearing ICAI Registration No.100186W retires at the ensuing Annual General Meeting of the Company are eligible for re-appointment.

M/s. K. S. Aiyar & Co., Chartered Accountants, were appointed as the Statutory Auditors of the Company for the financial year 2014-15 at the 88th Annual General Meeting held on 25th July, 2014. As per the provisions of Section 139 of the Companies Act, 2013, no listed company can appoint or re-appoint an audit firm as auditor for more than two terms of five consecutive years. Section 139 of the Act has also provided a period of three years from the date of commencement of the Act to comply with this requirement.

In view of the above and based on the recommendation of the Audit Committee, the Board of Directors at its meeting held on 28th May, 2015, recommends the re-appointment of M/s. K. S. Aiyar & Co. as the Statutory Auditors of the Company under Section 139 and other applicable provisions of the Companies Act, 2013, to do Statutory Audit of the Company''s accounts including its branches for the financial year 2015-16 and 2016-17 (subject to ratification of their appointment at every AGM).

As required under Section 139 of the Companies Act. 2013, the Company has obtained a written consent and certificate from them to the effect that their re-appointment, if made, would be in accordance with the conditions prescribed under the Companies Act, 2013 and the rules made thereunder, as may be applicable.

They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for re-appointment as Auditors of the Company.

You are requested to re-appoint them as Statutory Auditors of the Company for the financial year 2015-16 to 2016-17.

BRANCH AUDITORS:

M/s. Brahmayya & Co., Chartered Accountants, Hyderabad bearing Firm Registration No.000513S, retires as Branch Auditors of the Company and have given their written consent and a certificate to the effect that their appointment, if made, would be in accordance with the conditions prescribed under the Companies Act, 2013 and the rules made thereunder, as may be applicable.

You are requested to re-appoint M/s. Brahmayya & Co., Chartered Accountants as Branch Auditors under Section 139 of the Companies Act, 2013, to carry out Branch Audit, Limited Review and Tax Audit of the Company''s Factories, Projects and Project Offices in the States of Andhra Pradesh and Telangana for the financial year 2015-16 and also authorise Board of Directors to appoint Branch Auditors in other States.

COST AUDITOR:

In terms of Section 148 of the Companies Act, 2013 and other applicable provisions of the Companies (Audit and Auditors) Rules, 2014, the Board of Directors on the recommendation of Audit Committee has appointed Mr. Vikas Vinayak Deodhar, Cost Accountant, Mumbai, Membership No. 3813 as Cost Auditor of the Company for the financial year 2015-16 to conduct the audit of the cost records of the Company on a remuneration of Rs. 1 Lac plus reimbursement of out of pocket expenses and/or travelling expenses as may be incurred by him and Service Tax as applicable. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a resolution seeking Members ratification for the remuneration payable to Mr. Vikas Vinayak Deodhar, Cost Accountant as Cost Auditor included at Item No.9 of the Notice convening the Annual General Meeting.

As required under the provision of Section 139(1) of the Companies Act, 2013, Mr. Vikas Vinayak Deodhar, Cost Accountant has given consent and written certificate under the provisions of Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014.

SECRETARIAL AUDIT:

Secretarial Audit for the finacial year 2014-15 was conducted by M/s. J. H. Ranade & Associates, Company Secretaries, pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Report of the Secretarial Auditor is annexed as ''Annexure C". There are no qualifications or observations or remarks made by the Secretarial Auditor in their Report.

AWARDS / RECOGNITION:

I n recognition to the achievement of the Company in the Construction Industry, the Company has been honoured with the following awards / recognition:

Mr. Rajas R. Doshi, Chairman & Managing Director of the Company has received these awards on behalf of the Company at the 12th Construction World Annual Awards - 2014, in a Award ceremony held in Mumbai on 21st November, 2014.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business except the non-material related party transaction(s) with Ms. Anima B. Kapadia, Sole Proprietor of Daphtary Ferreira & Divan and Director of the Company who is rendering legal services to the Company which was approved by the Audit Committee and Board. The details are given in Form AOC-2 is annexed as "Annexure E". There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee as also the Board for their prior approval. The Company has a Related Party Transaction Policy for identifying, monitoring and approving of such transactions.

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

None of the other Directors, Key Managerial Personnel or their relatives have any pecuniary relationships or transactions vis-a-vis the Company.

EXTRACT OF ANNUAL RETURN:

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

PARTICULARS OF EMPLOYEES:

The information required under Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as "Annexure G". The information as required under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided upon request by any member of the Company. In terms of Section 136 (1) of the Companies Act, 2013, the Report and the Accounts are being sent to the members excluding the aforesaid information. Any member interested in obtaining copy of the same may write to the Company Secretary at the Registered Office of the Company.

INDUSTRIAL RELATIONS:

The Company is having total strength of 1290 permanent employees as on 3181 March, 2015 working at various locations such as Factories / Projects / Head Office and Research & Development Department, Mumbai.

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

SEXUAL HARASSMENT:

During the year under review, there were no cases filed pursuant to the Sexual Harassment 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 Rs. 4,13,821/- to Investor Education and Protection Fund, in compliance with the provisions of Section 205C of the Companies Act, 1956. The said amount represents unclaimed dividend of Rs. 3,18,504/- for the year 2006-07, unclaimed interest of Rs. 45,317/- on Fixed Deposits and unclaimed matured Fixed Deposits of Rs. 50,000/- which remained unclaimed by the members/fixed deposit holders of the Company for 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 the following 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, Bankers, Government Departments, Vendors and Sub-contractors and all other Stakeholders for their continued support and co-operation during the year.

Your Directors also wish to place on record their appreciation of the services rendered by 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, WalchandHirachand Road, Ballard Estate, Mumbai - 400 001

Date : 28th May, 2015

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Mar 31, 2014

THE MEMBERS,

The Directors are pleased to present to you the Annual Report on the business operations of the Company together with the Audited Statement of Accounts for the Financial Year ended 31st March, 2014.

FINANCIAL RESULTS:

(Rs. In Lacs)

Year Ended Year Ended

31-3-2014 31-3-2013

Revenue from Operations 81,899.72 69,579.06

Profit Before Finance Cost, Depreciation & Amortisation & Tax 7,951.82 6,617.55

Less : Finance Costs 3,367.84 2,536.68

Depreciation & Amortisation 782.80 739.93

4,150.64 3,276.61

Profit Before Tax 3,801.18 3,340.94

Less : Provision for Taxation 1,395.52 1,056.36

Net Profit After Tax 2,405.66 2,284.58

Balance Brought Forward from last year 11,914.56 11,253.47

Surplus available for Appropriation 14,320.22 13,538.05

Less : Proposed Dividend 581.37 532.92

Tax on Dividend 98.80 90.57

General Reserve 1,000.00 1,000.00

1,680.17 1,623.49

Surplus Carried to Balance Sheet 12,640.05 11,914.56

PERFORMANCE REVIEW :

Your Company''s operations of its various projects under execution continued to be profitable, with continued efforts to reduce costs and improve yield as also bettering the productivity levels.

During the year under review, the revenue from operations has grown by 17.71% to Rs. 81,899.72 Lacs as compared to Rs. 69,579.06 Lacs of the previous year. The profit after tax for the year at Rs. 2,405.66 Lacs was higher by 5.30% as compared to Rs. 2,284.58 Lacs of the previous year.

DIVIDEND :

Your Directors are pleased to recommend a dividend of Rs. 2.40 per share of Rs. 2/- each (120%) as against Rs. 2.20 per share of Rs. 2/- each (110%) for the previous year; payable to those equity shareholders whose names stand registered in the books of your Company as on the book closure date.

The total equity dividend together with the dividend tax will absorb Rs. 680.17 Lacs.

FINANCE :

During the year under review, liquidity position of your Company was maintained satisfactorily and optimum utilization of financial resources was achieved. Increase in the business volume coupled with slow realization of funds in some projects and stringent contractual retention terms in few projects particularly in Tamil Nadu increased level of borrowings. Monetary policy of the Reserve Bank of India continued to be anti inflationary resulting into high cost of borrowings. Though, your Company endeavoured to resort to the cheaper sources of finances, due to the reasons mentioned earlier, the overall borrowing costs have increased. However, due to well monitored working capital management and better negotiations of pricing for finances, the Company could keep effective cost of borrowings under control.

The Company has been prompt in meeting obligations towards its Bankers and other trade creditors.

INCOME TAX ASSESSMENT:

The Income Tax assessment of your Company has been completed till Assessment Year 2011-12. The appeals filed by the Income Tax Department and the Company, against the assessment orders for previous financial years are pending with the Income Tax Appellate Authorities and Bombay High Court. The amount of disallowance involved in various appeals is Rs. 6,067.31 Lacs, on which necessary tax provision has been made in the accounts. The major dispute is with regard to the claim u/s 80IA of the Income Tax Act, 1961, which is amounting to Rs. 5,767.60 Lacs, in respect of execution of eligible infrastructure projects of water, sewerage and irrigation. The balance amount of Rs. 299.71 Lacs pertains to other items of disallowance such as Section 14A disallowance, land valuation of Wadala property, etc.

FACTORIES :

During the year under review, the Company has closed down its factory at Badarpur, New Delhi w.e.f. 31st August, 2013. The Badarpur factory was established in January, 1971. As there were no orders on hand, the manufacturing operations of the Badarpur factory were completely suspended from February, 1996. Subsequently the Ministry of Urban Development, Government of India as per the directions issued on 17th December, 2000 by the Nodal Agency classified manufacturing of

Reinforced Cement Concrete Pipes (RCC) in Group ''F'' in the Master Plan as a polluting industry.

During the year the Company has closed down its factory at Srirangam in Tamilnadu and surrendered the leasehold land to the owners. The Company has also closed its factory at Petlad in Gujarat.

The total number of factories of the Company as at the end of period under report stand at 20.

CORPORATE GOVERNANCE :

The Company has implemented procedures and adopted practices in conformity with the code of Corporate Governance as provided in the amended Clause 49 of the Listing Agreement with the Stock Exchanges. The Company has also implemented Code of Conduct for all its Non-Executive Directors and Executive Directors and Senior Management Personnel of the Company, who have affirmed compliance thereto. The said Codes of Conduct have been posted on the website of the Company. The Management Discussion and Analysis Report and Corporate Governance Report, appearing elsewhere in this Annual Report forms part of the Directors'' Report. A certificate from the Statutory Auditors of the Company certifying the compliance of conditions of Corporate Governance is also annexed thereto.

PUBLIC DEPOSITS AND LOANS/ADVANCES:

The Company had terminated its Fixed Deposits Schemes w.e.f. 28th July, 2009 and stopped accepting / renewing deposits since then. Accordingly it has repaid all the deposits together with interest as and when they matured on their respective maturity date(s).

An aggregate amount of Rs. 1.95 Lacs representing 13 fixed deposits have matured but remained unclaimed as at 31st March, 2014 as these deposit holders have not yet surrendered their fixed deposits receipts for the repayment to the Company. Since then no instructions for repayment of matured fixed deposits have been received.

The Company has no loans / advances and investments in its own shares by listed Companies, their subsidiaries, associates etc. as required to be disclosed in the annual accounts of the companies pursuant to Clause 32 of the Listing Agreement.

Further, in conformity with the aforesaid Clause, the Cash Flow Statement for the year ended 31st March, 2014 is annexed hereto.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN ExCHANGE EARNINGS AND OUTGO :

Information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to foregoing matters, wherever applicable, is given by way of an Annexure and forms part of this report.

A. Conservation of Energy :

Effective control measures/systems to conserve energy are already in force at Company''s establishments. Consciousness of energy conservation is also cultivated among the employees to optimise the use of Electricity / Fuel etc.

Total energy consumption and energy consumption per unit as per Form A of Annexure to the Rules applicable to certain Industries specified in the schedule thereto :

Not Applicable.

B. Technology Absorption, Adaptation and Innovation:

The required information in the prescribed form under the Companies Act, 1956 in respect of technology absorption is given in the Annexure forming part of this report.

DIRECTORS :

Mr. Rameshwar D. Sarda, Director of the Company retires by rotation at the ensuing Annual General Meeting under the erstwhile provisions of the Companies Act, 1956. In terms of Section 149 and any other applicable provisions of the Companies Act, 2013, Mr. Rameshwar D. Sarda has offered for appointment as Independent Director for 5 years from the date of ensuing Annual General Meeting to be held on 25th July, 2014 to 24th July, 2019. Further Mr. Ajit Gulabchand, Mr. Rajendra M. Gandhi and Mr. Vijay Kumar Jatia, Directors whose period of office is subject to retirement by rotation have offered themselves for appointment as Independent Directors for 5 years from the date of ensuing Annual General Meeting to be held on 25th July, 2014 to 24th July, 2019 in terms of Section 149 and any other applicable provisions of Companies Act, 2013. The Company has received requisite disclosures / declarations from all Independent Directors viz, Mr. Ajit Gulabchand, Mr. Rajendra M. Gandhi, Mr. Rameshwar D. Sarda, Mr. N. Balakrishnan and Mr. Vijay Kumar Jatia as required under the relevant provisions of Companies Act, 2013.

The Company has received notices under Section 160 of Companies Act, 2013 from members signifying their intention to propose Mr. Ajit Gulabchand, Mr. Rajendra M. Gandhi, Mr. Rameshwar D. Sarda and Mr. Vijay Kumar Jatia as candidates for the office of Independent Directors at the ensuing Annual General Meeting.

As per Section 152 of the Companies Act, 2013, Ms. Anima B. Kapadia and Mr. P. D. Kelkar, Directors of the Company, retire by rotation at the ensuing Annual General meeting and offers themselves for re-appointment.

Profile of all these Directors have been given in the Notice of the ensuing Annual General Meeting of the Company.

Corporate Social Responsibility Committee (CSR) :

In accordance with Section 135 of Companies Act, 2013, the Board of Directors of the Company at their meeting held on 27th May, 2014, have formed Corporate Social Responsibility Committee (CSR Committee) and nominated Mr. Rajas R. Doshi, Chairman & Managing Director, Ms. Jyoti R. Doshi, Non-Executive Director and Mr. Rameshwar D. Sarda, Independent Director as members of the Committee.

Role of CSR Committee :

- Formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the company as specified in Schedule VII of the Companies Act, 2013.

- Recommend the amount of expenditure to be incurred on the activities referred in the CSR policy.

- Monitor the CSR Policy of the Company and its implementation from time to time.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As required under Section 217(2AA) of the Companies Act, 1956 the Board of Directors hereby confirm that :

1. in the preparation of the Annual Accounts for the financial year ended 31st March, 2014, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

2. appropriate accounting policies have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the profit of the Company for the year ended on that date;

3. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. the Annual Accounts for the financial year ended 31st March, 2014 have been prepared on a going concern basis.

PARTICULARS OF EMPLOYEES:

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 forms part of this Report. However, as per provisions of Section 219(1)(b)(iv) of the Companies Act, 1956 the Report and Accounts are being sent to the Shareholders excluding the aforesaid information. Any Shareholder interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

AUDITORS :

M/s. K. S. Aiyar & Co., Chartered Accountants, Mumbai bearing ICAI Registration No.100186W retires by rotation as Auditors of the Company.

As required under Section 139 of the Companies Act. 2013, the Company has obtained a consent and a written certificate from them to the effect that their appointment, if made, would be in accordance with the conditions prescribed under the Companies Act, 2013 and the rules made thereunder, as may be applicable.

You are requested to re-appoint them as Statutory Auditors of the Company for the financial year 2014-15.

BRANCH AUDITORS :

M/s. Brahmayya & Co., Chartered Accountants, Hyderabad bearing Firm Registration No.000513S, retires as Branch Auditors of the Company and have given their written consent and a certificate to the effect that their appointment, if made, would be in accordance with the conditions prescribed under the Companies Act, 2013 and the rules made thereunder, as may be applicable.

You are requested to re-appoint M/s. Brahmayya & Co., Chartered Accountants as Branch Auditors under Section 139 of the Companies Act, 2013, to carry out Branch Audit, Limited Review and Tax Audit of the Company''s Factories, Projects and Project Offices in the State of Andhra Pradesh including proposed new States to be formed due to reorganisation of State of Andhra Pradesh for the financial year 2014-15 and also authorise Board of Directors to appoint Branch Auditors in other States.

COST AUDITOR :

In terms of Section 148 of the Companies Act, 2013, the Board has appointed Mr. V. V. Deodhar, Cost Accountant as Cost Auditor for Cost Audit of such of the product(s) and for Cost Compliance Report for such of the products / activities of the Company, to be specified by the Central Government for the financial year 2014-15.

As required under the provision of Section 139(1) of the Companies Act, 2013, Mr. Vikas Vinayak Deodhar, Cost Accountant has given consent and written certificate under the provisions of Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014.

INDUSTRIAL RELATIONS :

The Company is having total strength of 1353 employees as on 31st March, 2014 working at various locations such as Factories / Projects / Head Office and Research & Development Department, Mumbai.

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

ACKNOWLEDGEMENTS :

Your Directors record their gratitude to the Shareholders, Customers, Bankers, Government Departments, Vendors and Sub-contractors and all other Stakeholders for their continued support and co-operation during the year.

Your Directors also wish to place on record their appreciation of the services rendered by 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 : 27th May, 2014

---

Mar 31, 2013

TO THE MEMBERS,

The Directors are pleased to present to you the Annual Report on the business operations of the Company together with the Audited Statement of Accounts for the Financial Year ended 31st March, 2013.

FINANCIAL RESULTS:

(Rs. In Lacs) Year Ended Year Ended 31-3-2013 31-3-2012

Revenue from Operations 69579.06 51716.92

Profit Before Finance Cost, Depreciation & Amortisation & Tax 6617.55 5301.66

Less : Finance Costs 2536.68 2368.01

Depreciation & Amortisation 739.93 694.35

3276.61 3062.36

Profit Before Tax 3340.94 2239.30

Less : Provision for Taxation 1056.36 646.94

Net Profit After Tax 2284.58 1592.36

Balance Brought Forward from last year 11253.47 10524.17

Surplus available for Appropriation 13538.05 12116.53

Less : Proposed Dividend 532.92 484.47

Tax on Dividend 90.57 78.59

General Reserve 1000.00 300.00

1623.49 863.06

Surplus Carried to Balance Sheet 11914.56 11253.47

PERFORMANCE REVIEW :

Your Company''s operations of its various projects under execution continued to be profitable, with continued efforts to reduce costs and improve yield as also bettering the productivity levels.

During the year under review, the revenue from operations has grown by 34.54% to Rs. 69,579.06 Lacs as compared to Rs. 51,716.92 Lacs of the previous year. The profit after tax for the year at Rs. 2,284.58 Lacs was higher by 43.47% as compared to Rs. 1,592.36 Lacs of the previous year.

DIVIDEND :

Your Directors are pleased to recommend a dividend of Rs. 2.20/- per share of Rs. 2/- each (110%) as against Rs. 2/- per share of Rs. 2/- each (100%) for the previous year; payable to those equity shareholders whose names stand registered in the books of your Company as on the book closure date.

The total equity dividend together with the dividend tax will absorb Rs. 623.49 Lacs.

FINANCE :

During the year under review, liquidity position of your Company was maintained satisfactorily and optimum utilisation of financial resources was achieved. Increase in the business volume necessitated increased borrowings. Further slow release of funds in few projects by the Project Authorities against the completed portion of the work at times, created strains on cash flows to some extent. However your Company endeavoured to resort to the cheaper sources of finances to control borrowing cost. As a consequence thereof, the Company could manage to keep effective cost of borrowings under control.

The Company has been prompt in meeting the obligations towards its bankers and other trade creditors.

INCOME TAX ASSESSMENT:

The Income Tax assessment of your Company has been completed till Assessment Year 2010-11. The Company''s appeals against the assessment orders for various financial years are pending with the Appellate Authorities. The amount of disallowance involved in various appeals is Rs. 6,031.20 Lacs, on which adequate provision has been made in the accounts. The major dispute is with regard to the claim u/s 80IA of the Income Tax Act, 1961, in respect of execution of eligible infrastructure projects of water, sewerage and irrigation.

The Company''s appeal for Assessment Year 2003-04, has been decided by the Income Tax Appellate Tribunal in its favour against which Income Tax Department has filed appeal in Honourable Bombay High Court and it is pending for adjudication. In view of retrospective amendment made by Finance Act, 2009 to Section 80IA of the Income Tax Act, 1961, your Company has made necessary provision in the accounts, as a matter of abundant caution, equivalent to the Income Tax refund received and interest payable thereon.

In respect of the re-opening of the assessment for the Assessment Year 2004-05, the Special Leave Petition (SLP) of the Company was pending in the Honourable Supreme Court of India for admission. The Supreme Court on hearing gave direction to CIT (Appeals). Accordingly, CIT(Appeals) has decided the matter partly in favour of the Company allowing claim of Rs.16.44 Crores made u/s 54(EC) and the matter relating to valuation of Wadala land amounting to Rs.1.98 Crores was decided in favour of the Income Tax dept. The Company has preferred an appeal before Tribunal, Mumbai which is pending.

Further, the Income Tax appeals for Assessment Years 2009-10 & 2010-11 have been partly decided in favour of the Company by Commissioner of Income Tax (Appeals). Accordingly your Company has received relief of Rs. 70.60 Lacs which was earlier disallowed. However for the Assessment Year 2009-10, Income Tax Department has filed an appeal before Income Tax Appellate Tribunal, which is pending.

FACTORIES :

During the year under review, the Company has set up a new factory near Dhule, Maharashtra for manufacturing Prestressed Concrete pipes, Bar Wrapped Steel Cylinder pipes, Prestressed Concrete Cylinder pipes and Steel pipes at a total investment of Rs. 1,838 Lacs.

The total number of factories of the Company as at the end of period under report stand at 22.

CORPORATE GOVERNANCE :

The Company has implemented procedures and adopted practices in conformity with the code of Corporate Governance as provided in the amended Clause 49 of the Listing Agreement with the Stock Exchanges. The Company has also implemented Code of Conduct for all its Non-Executive Directors and Executive Directors and Senior Management Personnel of the Company, who have affirmed compliance thereto. The said Codes of Conduct have been posted on the website of the Company. The Management Discussion and Analysis Report and Corporate Governance Report, appearing elsewhere in this Annual Report forms part of the Directors'' Report. A certificate from the Statutory Auditors of the Company certifying the compliance of conditions of Corporate Governance is also annexed thereto.

PUBLIC DEPOSITS AND LOANS/ADVANCES:

An aggregate amount of Rs. 1.95 Lacs representing 13 fixed deposits had matured but remained unclaimed as at 31st March, 2013 pending instructions from the depositors concerned. Since then no instructions for repayment of matured fixed deposits have been received.

The Company has no loans / advances and investments in its own shares by listed Companies, their subsidiaries, associates etc. as required to be disclosed in the annual accounts of the companies pursuant to Clause 32 of the Listing Agreement.

Further, in conformity with the aforesaid Clause, the Cash Fow Statement for the year ended 31st March, 2013 is annexed hereto.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

Information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to foregoing matters, wherever applicable, is given by way of an Annexure and forms part of this report.

A. Conservation of Energy :

Effective control measures/systems to conserve energy are already in force at Company''s establishments. Consciousness of energy conservation is also cultivated among the employees to optimise the use of Electricity / Fuel etc.

Total energy consumption and energy consumption per unit as per Form A of Annexure to the Rules applicable to certain Industries specified in the schedule thereto :

Not Applicable.

B. Technology Absorption, Adaptation and Innovation:

The required information in the prescribed form under the Companies Act, 1956 in respect of technology absorption is given in the Annexure forming part of this report.

C. Foreign Exchange Outgo and Earnings:

The required information in respect of foreign exchange outgo and earnings have been given in the Note No. 2.42 and 2.43 respectively forming part of the Accounts for the Financial Year ended 31st March, 2013.

DIRECTORS :

In accordance with the provisions of the Companies Act, 1956 and Article 152 of the Articles of Association of the Company, Ms. Jyoti R. Doshi and Mr. Rajendra M. Gandhi, Directors of the Company, retire by rotation and being eligible, offer themselves for re-appointment.

Your Board of Directors have re-appointed Mr. Rajas R. Doshi as Chairman & Managing Director of the Company for a further period of five years with effect from 1st July, 2013 in view of his valuable contribution to the progress of the Company. The Board recommends to the Shareholders the Special Resolution under item No.6 of the Notice of this Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As required under Section 217(2AA) of the Companies Act, 1956 the Board of Directors hereby confirm that:

1. in the preparation of the Annual Accounts for the financial year ended 31st March, 2013, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

2. appropriate accounting policies have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the profit of the Company for the year ended on that date;

3. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. the Annual Accounts for the financial year ended 31st March, 2013 have been prepared on a going concern basis.

PARTICULARS OF EMPLOYEES :

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 forms part of this Report. However, as per provisions of Section 219(1)(b)(iv) of the Companies Act, 1956 the Report and Accounts are being sent to the Shareholders excluding the aforesaid information. Any Shareholder interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

AUDITORS :

M/s. K. S. Aiyar & Co., Chartered Accountants retires as auditors of the Company and have given their consent for re-appointment.

As required under Section 224 (1B) of the Companies Act. 1956, the Company has obtained a written certificate from M/s. K. S. Aiyar & Co. Statutory Auditors proposed to be re-appointed to the effect that their re- appointment, if made, would be in conformity with the limits specified in the said section.

You are requested to re-appoint the retiring Statutory Auditors of the Company for the financial year 2013-14.

BRANCH AUDITORS :

M/s. Brahmayya & Co., Chartered Accountants, Hyderabad, retires as Branch Auditors of the Company and have given their consent for re- appointment.

You are requested to re-appoint M/s. Brahmayya & Co., Chartered Accountants as Branch Auditors u/s 228 of the Companies Act, 1956, to carry out Branch Audit, Limited Review and Tax Audit of the Company''s Factories, Projects and Project Offices in the State of Andhra Pradesh for the financial year 2013-14 and also authorise Board of Directors to appoint Branch Auditors in other States.

COST AUDITOR :

In terms of the Order No.52/26/CAB-2010 dated 6th November, 2012, the Board has appointed Mr. V. V. Deodhar, Cost Accountant as Cost Auditor u/s 233 (B) of the Companies Act, 1956 for carrying out (i) audit of cost accounts of the Company relating to "Steel" and "Cement" products manufactured by the Company for the financial year 2013-14 and (ii) issuance of Cost Compliance Report required under The Companies (Cost Accounting Records) Rules, 2011 for the year ending 31st March, 2014.

As required under the provision of Section 224(1B) of the Companies Act, 1956, the Company has obtained a written certificate from the Cost Auditor to the effect that the appointment, if made, would be in conformity with the limits specified in the said Section.

INDUSTRIAL RELATIONS :

The Company is having total strength of 1220 employees as on 31st March, 2013 working at various locations such as Factories / Projects / Head Office and Research & Development Department, Mumbai.

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

ACKNOWLEDGEMENTS :

Your Directors record their gratitude to the Shareholders, Customers, Bankers, Government Departments, Vendors and Sub-contractors for their continued support and co-operation during the year.

Your Directors also wish to place on record their appreciation of the services rendered by 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 : 29th May, 2013

---

Mar 31, 2012

The Directors are pleased to present to you the Annual Report on the business operations of the Company together with the Audited Statement of Account for the Financial Year ended 31st March, 2012.

FINANCIAL RESULTS:

(Rs.In Lacs)

Year Ended Year Ended 31-3-2012 31-3-2011

Revenue from operations 51716.92 64852.90

Profit Before Finance Cost, Depreciation & Amortisation & Tax 5301.66 7034.06

Less: Finance Costs 2368.01 2058.93

Depreciation & Amortisation 694.35 739.62

3062.36 2798.55

Profit Before Tax 2239.30 4235.51

Less: Provision for Taxation 646.94 1438.56

Profit Before Earlier Years Tax 1592.36 2796.95

Net Profit After Tax 1592.36 2796.95

Transfer from Debenture Redemption Reserve - 500.00

Balance Brought Forward from last year 10524.17 8790.28

Surplus available for Appropriation 12116.53 12087.23

Less: Proposed Dividend 484.47 484.47

Tax on Dividend 78.59 78.59

General Reserve 300.00 1000.00

863.06 1563.06

Surplus Carried to Balance Sheet 11253.47 10524.17

PERFORMANCE REVIEW :

The financial performance of the Company during the financial year 2011-12 reflects the difficult economic and business environment. As a consequence of certain unexpected economic developments which were beyond the control of management, mainly due to slow down of the economy, the expected cash flows have not materialized for the Company. Further there was uncertainty on the policy front. This has resulted in poor order inflow and drop in turnover growth. Consequently your Company's operations of its various projects under execution witnessed decline in profits in spite of continued efforts to reduce costs and improve yield as also bettering the productivity levels.

During the year under review, the revenue from operations reduced by 20.25% to Rs 51,716.92 Lacs as compared to Rs 64,852.90 Lacs of the previous year. The profit after tax for the year at Rs 1,592.36 Lacs was less as compared to Rs 2,796.95 Lacs of the previous year.

DIVIDEND :

Your Directors are pleased to recommend a dividend of Rs 2/- per share of Rs 2/- each (100%) as against Rs 2/- per share of Rs 2/- each (100%) for the previous year; payable to those equity shareholders whose names stand registered in the books of your Company as on the book closure date.

The total equity dividend together with the dividend tax will absorb Rs 563.06 Lacs.

FINANCE :

During the year under review, liquidity position of your Company was maintained satisfactorily and optimum utilisation of financial resources was achieved. Though at the year end position of borrowings shows reductions, slow release of funds from the Project Authorities against the completed portion of the work created strains on cash flows to some extent. However your Company endeavoured to resort to the cheaper sources of finances to control borrowing cost. Thus inspite of number of times interest hike by Reserve Bank of India and firming up of the lending rates by the lenders as a consequence thereof, the Company could manage to keep effective cost of borrowings under control.

The Company has been prompt in meeting the obligations towards its bankers and other trade creditors.

INCOME TAX ASSESSMENT :

The Income Tax assessment of your Company has been completed till Assessment Year 2009-10. The Company's appeals against the assessment orders for various financial years are pending with the Appellate Authorities. The amount of disallowance involved in various appeals is Rs 5,793.58 Lacs, on which necessary provision has been made in accounts. The major dispute is with regard to the claim made under Section 80IA of the Income Tax Act, 1961, in respect of execution of eligible infrastructure projects of water, sewerage and irrigation.

The Company's appeal for Assesment Year 2003-04, has been decided by the Income Tax Appellate Tribunal in its favour, but the Income Tax Department has filed appeal in Honourable Bombay High Court and it is pending. In view of retrospective amendment made by Finance Act, 2009 to Section 80IA of the Income Tax Act, 1961, your Company has made necessary provision in accounts, as a matter of abundant caution, equivalent to the Income Tax refund received and interest payable thereon.

Further, the Income Tax Appeal for Assessment Year 2008-09 has been partly decided in favour of your Company by Commissioner of Income Tax (Appeal). Accordingly your Company has received relief of Rs 41.58 Lacs which was earlier disallowed. However Income Tax Department has filed an appeal before Income Tax Appellate Tribunal against the order of Commissioner of Income Tax (Appeal).

FACTORIES / PROJECTS:

During the year, the Company has purchased land near Dhule, Maharashtra for setting up pipe manufacturing factory. The new factory will commence production during the current financial year.

The Company has closed its factories at Solapur and Coimbatore and surrendered the leasehold land to the owners.

Thus the total number of factories of the Company as at the end of period under report stand at 22.

The Company had reported in the Annual Report 2010-11 about stoppage of production and sales of Air Rifles and Air Pistols at Company's factory at Vatva, Gujarat in view of the Order and Judgement dated 20th May, 2011 of the Honourable Delhi High Court. The said Order and Judgement has been challenged in the Honourable Supreme Court of India. In an Interim Order dated 4th January, 2012, the Apex Court has stayed the said Order and Judgement dated 20th May, 2011 pursuant to Special Leave Petitions filed by the Associations and Govt. of India. Accordingly the Company has resumed manufacturing and selling of Air Rifles and Air Pistols from 7th January, 2012 at its Vatva factory.

CORPORATE GOVERNANCE:

The Company has implemented procedures and adopted practices in conformity with the code of Corporate Governance as provided in the amended Clause 49 of the Listing Agreement with the Stock Exchanges. The Company has also implemented Code of Conduct for all its Non- Executive Directors and Executive Directors and Senior Management Personnel of the Company, who have affirmed compliance thereto. The said Codes of Conduct have been posted on the website of the Company. The Management Discussion and Analysis Report and Corporate Governance Report, appearing elsewhere in this Annual Report forms part of the Directors' Report. A certificate from the Statutory Auditors of the Company certifying the compliance of conditions of Corporate Governance is also annexed thereto.

puBLIC DEpOSITS AND LOANS/ADVANCES:

An aggregate amount of Rs 8.43 Lacs representing 47 fixed deposits had matured but remained unpaid / unclaimed as at 31st March, 2012 pending instructions from the depositors concerned. Since then 18 fixed deposits aggregating Rs 3.38 Lacs have been repaid / renewed.

The Company has no loans / advances and investments in its own shares by listed Companies, their subsidiaries, associates etc. as required to be disclosed in the annual accounts of the companies pursuant to Clause 32 of the Listing Agreement.

Further, in conformity with the aforesaid Clause, the cash flow statement for the year ended 31st March, 2012 is annexed hereto.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORpTION AND FOREIGN EXCHANGE EARNINGS AND OuTGO :

Information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to foregoing matters, wherever applicable, is given by way of an Annexure and forms part of this report.

[a] Conservation of Energy :

Effective control measures/systems to conserve energy are already in force at Company's establishments. Consciousness of energy conservation is also cultivated among the employees to optimise the use of Electricity / Fuel etc.

[b] Technology absorption, Adaptation and Innovation:

The required information in the prescribed form under the Companies Act, 1956 in respect of technology absorption is given in the Annexure forming part of this report.

[c] Foreign Exchange Earnings and Outgo :

The required information in respect of foreign exchange earnings and outgo has been given in the Notes forming part of the Accounts for the Financial Year ended 31st March, 2012.

DIRECTORS :

In accordance with the provisions of the Companies Act, 1956 and Article 152 of the Articles of Association of the Company, Mr. Ajit Gulabchand, Mr. N. Balakrishnan and Mr. Vijay Kumar Jatia Directors of the Company, retire by rotation and being eligible, offer themselves for re-appointment.

Mr. Mayur R. Doshi is appointed as an Additional Director of the Company by the Board of Directors w.e.f.28th May, 2012 and designated as an Executive Director of the Company from 28th May, 2012 to 31st March, 2016. In terms Section 260 of the Companies Act, 1956 he will cease to be a Director of the Company at the forthcoming Annual General Meeting of the Company and will be eligible for appointment as Director. A notice in writing under Section 257 of the Companies Act, 1956 has been received from a Member signifying his intention to propose Mr. Mayur R. Doshi as Director of the Company at the ensuing Annual General Meeting. Mr. Mayur R. Doshi has been responsible for Company's business in Maharashtra, Gujarat & Karnataka and heading R & D Division. He is instrumental in setting up and implementing ERP modules for the Company.

The Board of Directors of the Company at their meeting held on 28th May, 2008, in pursuance of the recommendation of the Remuneration Committee, had reappointed Mr. Rajas R. Doshi as Chairman & Managing Director of the Company for a further period of five years with effect from 1st July, 2008 to 30th June, 2013 and the Shareholders of the Company had approved the same at the Annual General Meeting held on 30th July, 2008. The Board of Directors at their meeting held on 31st January, 2012, in pursuance of the recommendation of the Remuneration Committee, has approved the payment of estimated remuneration as 'Minimum Remuneration to Mr. Rajas R. Doshi, Chairman & Managing Director of the Company for the financial year 2011-12 and for the remainder of his term up to 30th June,

2013 in the event of inadequate profits or loss during the said financial years.

directors' responsibility statement:

As required under Section 217(2AA) of the Companies Act, 1956 the Board of Directors hereby confirm that:

1. in the preparation of the Annual Accounts for the financial year ended 31st March, 2012, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

2. appropriate accounting policies have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the profit of the Company for the year ended on that date;

3. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. the Annual Accounts for the financial year ended 31st March, 2012 have been prepared on a going concern basis.

particulars OF employees :

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 forms part of this Report. However, as per provisions of Section 219(1)(b)(iv) of the Companies Act, 1956 the Report and Accounts are being sent to the Shareholders excluding the aforesaid information. Any Shareholder interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

AUDITORS :

M/s. K. S. Aiyar & Co., Chartered Accountants retires as auditors of the Company and have given their consent for re-appointment.

As required under Section 224 (1B) of the Companies Act. 1956, the Company has obtained a written certificate from M/s. K. S. Aiyar & Co. Statutory Auditors proposed to be re-appointed to the effect that their re- appointment, if made, would be in conformity with the limits specified in the said section.

You are requested to re-appoint the retiring Statutory Auditors of the Company for the financial year 2012-13.

BRANCH AUDITORS :

M/s. Brahmayya & Co., Chartered Accountants, Hyderabad, retires as Branch Auditors of the Company and have given their consent for re- appointment.

You are requested to re-appoint M/s. Brahmayya & Co., Chartered Accountants as Branch Auditors u/s 228 of the Companies Act, 1956, to carry out Branch Audit, Limited Review and Tax Audit of the Company's Factories, Projects and Project Offices in the State of Andhra Pradesh for the financial year 2012-13 and also authorise Board of Directors to appoint Branch Auditors in other States.

COST AUDITOR :

In terms of the Cost Audit Notification the Board has appointed Mr. V. V. Deodhar, Cost Accountant as Cost Auditor u/s 233 (B) of the Companies Act, 1956 for carrying out (i) audit of cost accounts of the Company for the financial year 2012-13 relating to pipes and cement products manufactured by the Company and (ii) undertaking work of Cost Compliance Report applicable to Air Rifles business and pipe laying and jointing activities of the Company for the financial year 2012-13.

As required under the provision of Section 224(1B) of the Companies Act, 1956, the Company has obtained a written certificate from the Cost auditor to the effect that the appointment, if made, would be in conformity with the limits specified in the said Section.

INDUSTRIAL RELATIONS :

The Company is having total strength of 1232 employees as on 31st March, 2012 working at various locations such as Factories / Projects / Head Office and Research & Development Department, Mumbai.

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

ACKNOWLEDGEMENTS :

Your Directors record their gratitude to the Customers, Bankers, Government Departments, Vendors and Works Sub-contractors for their continued support and co-operation during the year.

Your Directors also wish to place on record their appreciation of the services rendered by 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 : 28th May, 2012

---

Mar 31, 2011

THE MEMBERS,

The Directors are pleased to present to you the Annual Report on the business operations of the Company together with the Audited Statement of Accounts for the Financial Year ended 31st March, 2011.

(Rs in Lacs)

FINANCIAL RESULTS

Year Ended Year Ended 31-3-2011 31-3-2010

Income from Operations 64595.66 67564.54

Profit Before Interest, Depreciation & Tax (PBIDTA) 6719.36 7623.45

Less: Interest 1744.23 1891.21

Depreciation 739.62 671.70

2483.85 2562.91

Profit Before Tax 4235.51 5060.54

Less: Provision for Taxation 1438.56 1798.00

Profit Before Earlier Years’ Tax 2796.95 3262.54

Add/(Less): Earlier Years’ Tax - (405.24)

Net Profit After Tax 2796.95 2857.30

Add: Transfer from General Reserve No.II - 397.89

Transfer from Debenture Redemption Reserve 500.00 -

Balance Brought Forward from last year 8790.28 7301.90

Surplus available for Appropriation 12087.23 10557.09

Less: Proposed Dividend 484.47 484.47

Tax on Dividend 78.59 82.34

General Reserve No.I 1000.00 700.00

Debenture Redemption Reserve - 500.00

1563.06 1766.81

Surplus Carried to Balance Sheet 10524.17 8790.28

PERFORMANCE REVIEW :

Your Company’s operations of its various projects under execution continued to be profitable, with continued efforts to reduce costs and improve yield as also bettering the productivity levels.

During the year under review, the income from operations is lower by 4.39% to Rs. 64,595.66 Lacs as compared to Rs. 67,564.54 Lacs of the previous year. The profit after tax for the year is Rs. 2,796.95 Lacs as compared to Rs. 2,857.30 Lacs of the previous year.

DIVIDEND :

Your Directors are pleased to recommend a dividend of Rs. 2/- per share of Rs. 2/- each (100%) as against Rs. 10/- per share of Rs. 10/- each (100%) for the previous year; payable to those equity shareholders whose names stand registered in the books of your Company as on the book closure date.

The total equity dividend together with the dividend tax will absorb Rs. 563.06 Lacs.

FINANCE :

During the year under review, liquidity position of your company was maintained satisfactorily and optimum utilisation of financial resources was achieved. Due to slower realization from the project authorities, overall borrowings increased. Despite the management resorting to cheaper sources of finance, interest rates during the second half of the year hardened on account of fiscal policy declared by RBI from time to time. Inspite of additional borrowings and firming up of the interest rates in later part of the financial year, due to optimum utilisation of working capital, interest on working capital had gone up marginally. However, due to increase in interest received during the year and interest provision on income tax, which was done in previous year, total interest expenses of the year shows savings as compared to previous year. The Company has redeemed the privately placed Secured Redeemable Non-Covertible Debentures of Rs. 20 crores having a tenure of 360 days which were issued to LIC Mutual Fund.

The company has been prompt in meeting the obligations towards its bankers and other trade creditors.

INCOME TAX ASSESSMENT :

The income tax assessment of your Company has been completed till assessment year 2008-09. The Company’s appeals against the assessment orders for various financial years are pending with the Appellate Authorities. The amount of disallowance involved in the various appeals is Rs. 5,011.47 Lacs on which necessary provision has been made in accounts. The major dispute is with regard to the claim made under Section 80IA of the Income Tax Act, 1961 in respect of execution of eligible infrastructure project of water, sewerage and irrigation.

Further, the Company’s appeal for assessment year 2003-04, has been decided by the Income Tax Appellate Tribunal in its favour, but the Income Tax Department has filed appeal in the Honourable Bombay High Court. In view of the retrospective amendment made by Finance Act, 2009 to Section 80IA of the Income Tax Act, 1961, your Company has made necessary provision in accounts, as a matter of abundant caution, equivalent to the income tax refund received and interest payable thereon.

FACTORIES / PROJECTS:

During the year, the Company has completed the procedural formalities for conveying the land in its name at Miraj, Maharashtra on which the Company has one of its factory since 1936. The Company has now become owner of the land. Further the adjacent land to the Miraj factory was also purchased. The adjoining pieces of land at Chilamathur factory in Andhra Pradesh were purchased. The Company is setting up a new factory near Dhule, Maharashtra.

The Company has closed down its factory at Hadapsar, Pune w.e.f.1st February, 2011. On the closure date there were no employees on the roll of the factory. The Hadapsar factory was established in 1959 for manufacturing and supplying Penstock pipes required for hydro projects. The factory was underutilised for some time for want of orders. After exploring various options, the Board has decided to utilise the underutilised land by giving development rights to Dosti Realty Ltd., the Developer and finally sell the land to Dosti Realty Ltd. on completion of the development and on receipt of full consideration from them.

Thus the total number of factories / project establishments of the Company as at the end of period under report stand at 25.

DEVELOPMENT OF HADAPSAR LAND

The Company has entered into a Memorandum of Understanding on 29th April, 2011 with Dosti Realty Ltd., the Developer for developing the Company’s Hadapsar land at Pune admeasuring 48,288 sq. mtrs. Dosti Realty Ltd. will develop the land mainly for residential and / or commercial purpose at their cost. On getting all the permissions, approvals and sanctions from the concerned authorities in a time bound manner the Company will enter into Development Agreement(s) with Dosti Realty Ltd. The Company will give full development rights to Dosti Realty Ltd. for development of the Hadapsar land and finally sell the land to them or to their nominee(s) on completion of development and on receipt of full consideration by the Company.

CORPORATE GOVERNANCE:

The Company has implemented procedures and adopted practices in conformity with the code of Corporate Governance as provided in the amended Clause 49 of the Listing Agreement with the Stock Exchanges. The Company has also implemented Code of Conduct for all its Non- Executive Directors and for Executive Directors and Senior Management Personnel of the Company, who have affirmed compliance thereto. The said Codes of Conduct have been posted on the website of the Company. The Management Discussion and Analysis Report and Corporate Governance Report, appearing elsewhere in this Annual Report forms part of the Directors’ Report. A certificate from the Statutory Auditors of the Company certifying the compliance of conditions of Corporate Governance is also annexed thereto.

PUBLIC DEPOSITS AND LOANS/ADVANCES:

An aggregate amount of Rs. 16.37 Lacs representing 66 fixed deposits had matured but remained unpaid / unclaimed as at 31st March, 2011 pending instructions from the depositors concerned. Since then 10 fixed deposits aggregating Rs. 1.67 Lacs have been repaid / renewed.

The Company has no loans / advances and investments in its own shares by listed Companies, their subsidiaries, associates etc. as required to be disclosed in the annual accounts of the companies pursuant to Clause 32 of the Listing Agreement.

Further, in conformity with the aforesaid Clause, the cash flow statement for the year ended 31st March, 2011 is annexed hereto.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

Information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to foregoing matters, wherever applicable, is given by way of an Annexure and forms part of this report.

[a] Conservation of Energy :

Effective control measures/systems to conserve energy are already in force at Company’s establishments. Consciousness of energy conservation is also cultivated among the employees to optimise the use of Electricity / Fuel etc.

[b] Technology absorption, Adaptation and Innovation:

The required information in the prescribed form under the Companies Act, 1956 in respect of technology absorption is given in the Annexure forming part of this report.

[c] Foreign Exchange Earnings and Outgo :

The required information in respect of foreign exchange earnings and outgo has been given in the Notes forming part of the Accounts for the Financial Year ended 31st March, 2011.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and Article 152 of the Articles of Association of the Company, Mr. Rameshwar D. Sarda and Ms. Anima B. Kapadia Directors of the Company, retire by rotation and being eligible, offer themselves for re-appointment.

Mr. P. D. Kelkar is appointed as an Additional Director of the Company by the Board of Directors w.e.f. 24th May, 2011. In terms of the Companies Act, 1956 he holds office only upto the date of the ensuing Annual General Meeting of the Company. A notice in writing under Section 257 of the Companies Act, 1956 has been received from a Member signifying his intention to propose Mr. P. D. Kelkar as Director of the Company at the ensuing Annual General Meeting.

DIRECTORS’ RESPONSIBILITY STATEMENT:

As required under Section 217(2AA) of the Companies Act, 1956 the Board of Directors hereby confirm that:

1. in the preparation of the Annual Accounts for the financial year ended 31st March, 2011, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

2. appropriate accounting policies have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and of the profit of the Company for the year ended on that date;

3. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. the Annual Accounts for the financial year ended 31st March, 2011 have been prepared on a going concern basis.

PARTICULARS OF EMPLOYEES :

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 forms part of this Report. However, as per provisions of Section 219(1)(b)(iv) of the Companies Act, 1956 the Report and Accounts are being sent to the Shareholders excluding the aforesaid information. Any Shareholder interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

AUDITORS :

M/s. K. S. Aiyar & Co., Chartered Accountants retire as auditors of the Company and have given their consent for re-appointment.

As required under Section 224 (1B) of the Companies Act. 1956, the Company has obtained a written certificate from M/s. K. S. Aiyar & Co. Statutory Auditors proposed to be re-appointed to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said section.

You are requested to re-appoint the retiring Statutory Auditors of the Company for the financial year 2011-12.

BRANCH AUDITORS :

M/s. Brahmayya & Co., Chartered Accountants, Hyderabad, retires as Branch Auditors of the Company and have given their consent for re-appointment.

You are requested to re-appoint M/s. Brahmayya & Co., Chartered Accountants as Branch Auditors u/s 228 of the Companies Act, 1956, to carry out Branch Audit, Limited Review and Tax Audit of the Company’s Factories, Projects and Project Offices in the State of Andhra Pradesh for the financial year 2011-12 and also authorise Board of Directors to appoint Branch Auditors in other States.

COST AUDITOR :

In terms of the Cost Audit Order the Company has re-appointed Mr. V. V. Deodhar, Cost Auditor u/s 233(B) of the Companies Act, 1956 to do the Cost Audit in respect of one of the Company’s products, viz. Steel Pipes for the financial year 2011-12, subject to the approval of the Central Government.

As required under the provision of Section 224 (1B) of the Companies Act, 1956, the Company has obtained a written certificate from the Cost Auditor to the effect that the appointment, if made, would be in conformity with the limits specified in the said section.

INDUSTRIAL RELATIONS :

The Company is having total strength of 1,529 employees as on 31st March, 2011 working at various locations such as Factories / Projects / Head Office and Research & Development Department, Mumbai.

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

ACKNOWLEDGEMENTS :

Your Directors record their gratitude to the Customers, Bankers, Government Departments, Vendors and Works Sub-contractors for their continued support and co-operation during the year.

Your Directors also wish to place on record their appreciation of the services rendered by 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 : 24th May, 2011

---

Mar 31, 2010

The Directors are pleased to present to you the Annual Report on the business operations of the Company together with the Audited Statement of Accounts for the Financial Year ended 31st March, 2010.

FINANCIAL RESULTS:

(Rs. In Lacs) Year Ended Year Ended 31-3-2010 31-3-2009

Income from Operations 67564.54 66534.80

Profit Before Interest, Depreciation & Tax 7623.45 5488.22

(PBIDTA)

Less: Interest 1891.21 1655.56

Depreciation 671.70 491.30

2562.91 2146.86

Profit Before Tax 5060.54 3341.36

Less: Provision for Taxation 1798.00 1209.00

Profit Before Earlier Years Tax 3262.54 2132.36

Add/(Less): Earlier Years Tax (405.24) 398.53

Net Profit After Tax 2857.30 2530.89

Add: TransferfromGeneralReserveNo. Nil 397.89

Balance Brought Forward from last year 7301.90 6352.80

Surplus available for Appropriation 10557.09 8883.69

Less: Proposed Dividend 484.47 411.80

Tax on Dividend 82.34 69.99

General Reserve No.l 700.00 700.00

General Reserve No.ll - 400.00

Debenture Redemption Reserve 500.00 -

1766.81 1581.79

Surplus Carried to Balance Sheet 8790.28 7301.90

PERFORMANCE REVIEW:

Your Companys operations of its various projects under execution continued to be profitable, with continued efforts to reduce costs and improve yield as also bettering the productivity levels.

During the year under review, the income from operations marginally grew by 1.55% to Rs.67,564.54 Lacs as compared to Rs.66,534.80 Lacs of the previous year. The profit after taxfor the year at Rs.2,857.30 Lacs was higher compared to Rs.2,530.89 Lacs of the previous year signifying a growth of 12.90%. The prior years Adjustments and Exceptional Items on account of Income Tax provision of earlier year was Rs.405.24 Lacs as compared to Income Tax Refund of Rs.398.53 Lacs of the previous year.

DIVIDEND:

Your Directors are pleased to recommend a dividend of Rs.10/- per share (100%) as against Rs.8.50 per share (85%) for the previous year; payable to those equity shareholders whose names stand registered in the books of your Company as on the book closure date.

The total equity dividend together with the dividend tax will absorb Rs. 566.81 Lacs.

FINANCE:

During the year under review, the liquidity position of your Company was maintained satisfactorily and optimum utilisation of financial resources was achieved. Due to slower realisation from the Project Authorities, overall borrowings increased. Despite the Management resorting to cheaper sources of finance due to increased borrowings, interest cost had gone up. The Company has been prompt in meeting obligations towards its bankers and other trade creditors. The Company had issued Commercial Papers of Rs.10 Crores which has since been repaid on maturity. The Company had also issued Secured Redeemable Non-Convertible Debentures of Rs.20 Crores having a tenure of 360 days to LIC Mutual Fund maturing in the current financial year. As required under the Companies Act, 1956, the Company has created Debenture Redemption Reserve.

INCOME TAX ASSESSMENT:

The Income Tax assessment of your Company has been completed till financial year 2006-07. The Companys appeals against the assessment orders for various financial years are pending with the Appellate Authorities. The amount involved in the appeal is Rs.3,932.71 Lacs which comprise of major dispute with regard to claim under Section 80IA of the Income Tax

Act in respect of execution of eligible infrastructure water, sewerage and irrigation projects. The Company has, however made necessary provision in the accounts. Though the Companys appeal has been decided in its favour by the Income Tax Appellate Tribunal for the financial year 2002-03, the Income Tax Department has filed appeal before the Honble Bombay High Court. The appeal is pending for adjudication.

FACTORIES / PROJECTS:

During the year, the Company has purchased a small plot of adjacent land to its existing factory at Miraj in Maharashtra for expanding its business activities.

During the year, the Company has closed down its factory at Raichur in Karnataka State.

Thus the total number of factories / project establishments of the Company as at the end of period under report stand at 28.

CORPORATE GOVERNANCE:

The Company has implemented procedures and adopted practices in conformity with the code of Corporate Governance as provided in the amended Clause 49 of the Listing Agreement with the Stock Exchanges. The Company has also implemented Code of Conduct for all its Non- Executive Directors and for Executive Directors and Senior Management Personnel of the Company, who have affirmed compliance thereto. The said Codes of Conduct have been posted on the website of the Company. The Management Discussion and Analysis Report and Corporate Governance Report, appearing elsewhere in this Annual Report forms part of the Directors Report. A certificate from the Statutory Auditors of the Company certifying the compliance of conditions of Corporate Governance is also annexed thereto.

SUB-DIVISION OF FACE VALUE OF SHARES

With a view to improve liquidity in Companys Shares on the stock market, a resolution is proposed for consideration of the shareholders at the ensuing Annual General Meeting for sub-division of the nominal face value of existing one Equity Share of Rs.10/- into five Equity Shares of Rs.2/- each.

PUBLIC DEPOSITS AND LOANS/ADVANCES:

An aggregate amount of Rs.10,49,000/- representing 65 fixed deposits had matured but remained unpaid / unclaimed as at 31 st March, 2010 pending instructions from the depositors concerned. Since then 15 fixed deposits aggregating Rs.2,95,000/- have been repaid.

The Company has no loans / advances and investments in its own shares by listed Companies, their subsidiaries, associates etc. as required to be disclosed in the annual accounts of the companies pursuant to Clause 32 of the Listing Agreement.

Further, in conformity with the aforesaid Clause, the cash flow statement for the year ended 31st March, 2010 is annexed hereto.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

Information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to foregoing matters, wherever applicable, is given by way of an Annexure and forms part of this report.

[a] Conservation of Energy :

Effective control measures/systems to conserve energy are already in force at Companys establishments. Consciousness of energy conservation is also cultivated among the employees to optimise the use of Electricity / Fuel etc.

[b] Technology absorption, Adaptation and Innovation:

The required information in the prescribed form under the Companies Act, 1956 in respect of technology absorption is given in the Annexure forming part of this report.

[c] Foreign Exchange Earnings and Outgo :

The required information in respect of foreign exchange earnings and outgo has been given in the Notes forming part of the Accounts for the Financial Year ended 31 st March, 2010.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and Article 152 of the Articles of Association of the Company Ms. Jyoti R. Doshi and Mr. Rajendra M. Gandhi Directors of the Company, retire by rotation and being eligible, offer themselves for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 217(2AA) of the Companies Act, 1956 the Board of Directors hereby confirm that:

1. in the preparation of the Annual Accounts for the financial year ended 31st March, 2010, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

2. appropriate accounting policies have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 st March, 2010 and of the profit of the Company for the year ended on that date;

3. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. the Annual Accounts for the financial year ended 31st March, 2010 have been prepared on a going concern basis.

PARTICULARS OF EMPLOYEES :

Information as per Section 217{2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 forms part of this Report. However, as per provisions of Section 219(1)(b)(iv) of the Companies Act, 1956 the Report and Accounts are being sent to the Shareholders excluding the aforesaid information. Any Shareholder interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

AUDITORS:

M/s. K. S. Aiyar & Co., Chartered Accountants bearing ICAI Registration No. 100186W retire as auditors of the Company at the ensuing Annual General Meeting and have given their consent for re-appointment.

As required under Section 224 (1B) of the Companies Act. 1956, the Company has obtained a written certificate from M/s. K. S. Aiyar & Co. Statutory Auditors proposedto be re-appointed to the effect that their re- appointment, if made, would be in conformity with the limits specified in the said section.

You are requested to re-appoint the retiring Statutory Auditors of the Company for the financial year 2010-11.

BRANCH AUDITORS :

M/s. Brahmayya & Co., Chartered Accountants, Hyderabad, retire as Branch Auditors of the Company and have given their consent for re-appointment.

You are requested to re-appoint M/s. Brahmayya & Co., Chartered Accountants as Branch Auditors u/s 228 of the Companies Act, 1956, to carry out Branch Audit, Limited Review and Tax Audit of the Companys Factories, Projects and Project Offices in the State of Andhra Pradesh for the financial year 2010-11 and also authorise Board of Directors to appoint Branch Auditors in other States,

COST AUDITOR:

As required under the provision of Section 224 (1B) of the Companies Act, 1956, the Company has obtained a written certificate from the Cost Auditor to the effect that the appointment, if made, would be in conformity with the limits specified in the said section.

The Company has submitted application u/s 233(B) of the Companies Act, 1956 to the Central Government, Ministry of Corporate Affairs, New Delhi for re-appointment of Mr. V. V. Deodhar, Cost Accountant as Cost Auditor, for the financial year 2010-11 to do the Cost Audit in respect of one of the Companys products, viz. Steel Pipes. The approval has been received.

INDUSTRIAL RELATIONS:

The Company is having total strength of 1,711 employees as on 31 st March, 2010 working at various locations such as Factories / Projects / Head Office and Research & Development Department, Mumbai.

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

ACKNOWLEDGEMENTS:

Your Directors record their gratitude to the Customers, Bankers, Government Departments, Vendors and Works Sub-contractors for their continued support and co-operation during the year.

Your Directors also wish to place on record their appreciation of the services rendered by 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 :26th May, 2010