The Directors are pleased to present Ninety Ninth Annual Report on the business and operations of the Company together with the Audited FinancialStatements of Accounts and Auditor's Report for the Financial Year ended 31st March, 2025.
(As per Ind AS)
The financial performance of the Company for the financial year ended 3181 March, 2025 is summarized below:
Year Ended31-03-2025
Year Ended31-03-2024
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
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
The Company's operations of its various projects under execution continuedto be profitable, with continued efforts to reduce costs and improve yield asalso 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 previousyear. The profit before tax for the year was ' 66,328.93 Lakhs as comparedto ' 10,349.38 Lakhs for the previous year. The profit after tax for the yearwas ' 55,805.24 Lakhs as compared to ' 7,762.78 Lakhs for the previousyear.
There are no material changes and commitments affecting the financialposition of the Company which have occurred between the end of thefinancial year of the Company to which the Financial Statements relate andthe date of the Report.
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 ofthe face value of ' 2/- each; which comprises of normal dividend of' 1.80 (Rupees One and Eighty Paise only) per equity share of face valueof ' 2/- each (90%) {as against ' 1.50 per equity share of face value of' 2/- each (75%) for the previous financial year ended 31st 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 atYelahanka, Bengaluru for the financial year ended 31st March, 2025.Thetotal cash outflow of ' 30,55,54,266 (Rupees Thirty Crores Fifty Five LakhsFifty Four Thousand Two Hundred Sixty Six only). The Dividend, subjectto the approval of the Members at the 99th Annual General Meeting to beconvened on 1st August, 2025 will be paid on or after 5th August, 2025 tothose Members whose names appear in the Register of Members of theCompany.
In view of the changes made under the Income-tax Act, 1961, by theFinance Act, 2020, dividends paid or distributed by the Company shall betaxable in the hands of the Shareholders. The Company shall, accordingly,make the payment of the final dividend after deduction of tax at source. Thedividend, if approved at the ensuing Annual General Meeting (AGM), will bepaid to all eligible members.
The Dividend recommendation is in accordance with the DividendDistribution Policy (“the Policy”) of the Company. The policy is available onthe website of the Company.
Pursuant to Regulation 43A of SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015 (“the Listing Regulations”), and asper the SEBI Notification dated 5th May, 2021 has made the DividendDistribution Policy applicable to top 1,000 listed entities by marketcapitalization. Pursuant to the aforesaid Notification, the DividendDistribution 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
During the financial year 2024-25, there was no change in the nature ofbusiness of the Company.
There have been no material changes and commitments since the closeof the financial year, i.e. 31st March, 2024 till the date of signing of thisDirectors' Report, affecting the financial position of the Company.
The issued, subscribed and paid up Equity Share Capital as at31st March, 2025 was ' 1053.64 Lakhs divided into
5,26,81,770 Equity Shares of face value of ' 2/- each.
During the financial year 2024-25 there was no change in theAuthorised Share Capital of the Company.
During the financial year 2024-25 there was no change in thePaid-up Share Capital of the Company.
The Company has not transferred any amount from profit and loss toGeneral 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 wasmaintained satisfactorily and optimum utilization of financial resources wasachieved.
The Company had a cordial relationship with its Bankers and trade creditorsand has been prompt in meeting obligations towards them.
The Company continued to enjoy good credit rating from Credit RatingAgency and Banks during the year under review.
The Income tax assessment of the Company has been completed tillassessment year 2023-24. The appeals filed by the Company, againstthe assessment orders for various financial years are pending with theAppellate Authorities including Hon. Income Tax Appellate Tribunal andHon. 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 ispending in the Bombay High Court. The issue involved in A.Y 2003-04 isregarding claim of deduction u/s 80IA allowed by the Income Tax AppellateTribunal, amounting to ' 1,068.27 Lakhs. However, in view of subsequentretrospective amendment made to Section 80IA by Finance Act, 2009, asan 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 ofaccount.
Nature of Dispute
Amount involved
Tax (includingInterest)
Tax Paid status
Tax Provision status
Remarks
Denial of deduction under Section 80-IAof the Income Tax Act
39,116.90
Tax 13,376.50Interest NIL
13,376.50
Tax demand fully provided inbooks of accounts
-
Disallowance on account of Wadala landvaluation and CSR Expenses
706.79
Tax 241.69Interest NIL
241.69
Adhoc disallowance of constructionexpenses
56,863.71
Tax 14,312.29Interest 3,188.44
300.00
Tax demand not provided inbooks of accounts
Refer Note 2.43 toFinancial Statements
Other disallowances/ additions
2,810.03
Tax 1,367.08Interest 278.48
Total
99,497.43
32,764.48
13,918.19
The total number of factories of the Company as at the end of the yearunder review stands at 19.
The Company has undertaken development of its land parcels atHadapsar- Pune and Vadgaon - Pune. The Company has entered intoDevelopment Agreement at Badarpur - Delhi on revenue share basisand Wadala Mumbai (SRA Project - area share basis) through reputedDevelopers and a separate segment wise activity is given in the ManagementDiscussion and Analysis Report which forms part of the Board's Report.
The Company through bidding process has sold its non-agriculturalland situated at Venkatala Village, Yelahanka Hobli, Yelahanka Taluk,Bengaluru Urban District admeasuring 40,875.668 square meters toM/s Godrej SSPDL Green Acres LLP a subsidiary of Godrej Properties Ltd.for a total amount of ' 559 Crores on 21st March, 2025. On transfer of theland, Company has received the entire consideration amount of the sale.
Pursuant to Regulation 34 read with Schedule V of the Securities andExchange 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 inthe Management Discussion and Analysis which forms part of this Report.
In compliance with Regulation 34 of the Listing Regulations, a separatereport on Corporate Governance along with a certificate from the Auditorson its compliance forms part of this Annual Report. The Companyacknowledges its responsibilities to its Stakeholders and believes thatCorporate Governance helps to achieve commitment and goals toenhance stakeholder's value by focusing towards all stakeholders. TheCompany maintains highest level of transparency, accountability and goodmanagement practices through the adoption and monitoring of corporatestrategies, goals and procedures to comply with its legal and ethicalresponsibilities. The Company is committed to meeting the aspirations ofall its stakeholders.
The Company is fully committed to and continues to follow proceduresand practices in conformity with the Code of Corporate Governanceenshrined 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 otherapplicable Regulation(s) of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations, 2015. A detailedreport on Corporate Governance forms part of this Report. The StatutoryAuditor's Certificate as per the requirements of Para E of Schedule V andall other applicable Regulation(s) of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations, 2015, oncompliance with Corporate Governance requirements by the Company isattached to the Report on Corporate Governance.
Business Responsibility and Sustainability Report for the financial year2024-25 as required in terms of Regulation 34(2)(f) of SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015 forms partof the Annual Report.
General Shareholder Information is given in Item No. XI of the Report ofCorporate Governance forming part of the Annual Report.
The Equity Shares of the Company are listed on the BSE Limited (BSE)and the National Stock Exchange of India Limited (NSE). The Companyhas paid the applicable listing fees to the above Stock Exchanges for thefinancial years 2024-25 and 2025-26. The Company's shares are tradedin dematerialized segment for all investors compulsorily and the Companyhad entered into agreements with the Central Depository Services (India)Limited (CDSL) and National Securities Depository Limited (NSDL) forcustodial services. The Company has paid Annual Custodial Fees to theabove Depositories for the financial years 2024-25 and 2025-26.
During the year under review the Company has not accepted or invited anyfixed deposits from the public and there were no outstanding fixed depositsfrom the public as on the Balance Sheet date.
The Company has not accepted any deposits from the public falling withinthe ambit of Section 73 and covered under Chapter V of the Companies Act,2013 and the Companies (Acceptance of Deposits) Rules, 2014 during thefinancial 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.
During the year Infomerics Valuation and Rating Private Limited hasreviewed and reaffirmed its rating for Long Term Bank facilities asIVR A-/Stable (IVR Single A minus with Stable outlook), Short Term Bankfacilities as IVR A2 (IVR A Two Plus), Long Term/Short Term BankFacilities as IVR A-/Stable/IVR A2 (IVR Single A Minus with StableOutlook; IVR A Two Plus).
The details of Credit Ratings reviewed and reaffirmed during the year byInfomerics Valuation and Rating Private Limited are uploaded on website ofthe Company at https://indianhumepipe.com/wp-content/uploads/2025/03/Creditrating.pdf
Details of Loans, Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act, 2013 are given in theFinancial Statements for the year ended 31st March, 2025.
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 SocialResponsibility Policy (CSR Policy) indicating the activities to be undertakenby the Company, which has been approved by the Board and are inaccordance 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 theCompanies Act, 2013 (“Act”). The details of the composition of theCorporate Social Responsibility (CSR) Committee are disclosed in theCorporate Governance Report forming part of this Annual Report.
The Corporate Social Responsibility (CSR) Policy of the Company and theCSR programs/activities undertaken during the financial year 2024-25 areset out in “Annexure A” and forms part of the Board's Report. For otherdetails of the CSR Committee, please refer to the Corporate GovernanceReport which forms part of this report. The policy is available on thewebsite 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 haspromoted various initiatives to support health and preventive health careincluding medical aid in the community as well as contributed for promotingeducation. The Company's CSR projects or programs or activities willbe identified and implemented according to the Board's approved CSRpolicy. The CSR programs and the contribution on the CSR activities andthe CSR policy were approved by the CSR committee and the Board.
In accordance with Section 135, Rules thereunder and Schedule VII of theCompanies Act 2013 during the financial year 2024-25, the Company hadundertaken CSR activities and incurred CSR contribution and donated/spent' 1,65,03,650/- (Rupees One Crore Sixty Five Lakhs Three Thousand SixHunderd Fifty only) out of the committed CSR obligations of ' 1,64,43,087/-(Rupees One Crore Sixty Four Lakhs Forty Three Thousand Eighty Sevenonly). The excess CSR contribution of ' 60,563/- (Rupees Sixty ThousandFive Hundred Sixty Three only) incurred during financial year 2024-25which can be set off against the required 2% CSR contribution up to the
immediately succeeding three financial years subject to compliance withthe conditions stipulated under Rule 7(3) of the Companies (CSR Policy)Rules, 2014.
Pursuant to the requirements of Regulation 21 and Part D of Schedule II ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, the Company has constituted a Risk Management Committee. Thedetails are given in the Corporate Governance Report forming part of theBoard's Report. The Company has a Risk Management Policy to identify,assess, evaluate, monitor and mitigate risks. The risk framework definesthe risk management approach across the enterprise at various levelsincluding documentation and reporting.
The management continuously reviews the internal control systemsand procedures for the efficient conduct of the Company's business.The Company adheres to good practices with respect to transactionsand financial reporting and ensures that all its assets are appropriatelysafeguarded and protected against the losses.
Internal Control Systems are implemented to safeguard the Company'sassets from loss or damage, to keep constant check on the cost structure,to prevent revenue leakages, to provide adequate financial and accountingcontrols 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 theefficacy and adequacy of internal control system in the Company, itscompliance with operating systems, accounting procedures and policiesat all locations of the Company. The Audit Committee regularly reviewsthe audit findings and corrective measures taken thereon to ensure theefficacy of the internal control process. Based on the report of internal auditfunction, the Management undertakes corrective action in their respectiveareas and thereby strengthen the controls.
Based on the framework of internal financial controls and compliancesystems established and maintained by the Company, work performedby the internal, statutory and secretarial auditors and external consultantsand the reviews performed by management and the Audit Committee,the Board is of the opinion that the Company's internal financial controlswere adequate and effective with reference to the financial statements /information complying with the applicable accounting standards for thefinancial year ended 31st March, 2025.
The Company has adopted and established a vigil mechanism named“Whistle Blower Policy (WBP)” for directors and employees of theCompany to report genuine concerns and to deal with instance offraud and mismanagement, if any, {in compliance with provisions ofSection 177 (10) of the Companies Act, 2013 and Regulation 22 of theSecurities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations, 2015}. The Company has Vigil Mechanismadministered by the Audit Committee. The Policy provides for adequatesafeguards against victimization of employees, who avail of the mechanismand provides to employees' direct access to the Chairman of the AuditCommittee. It is affirmed that no personnel of the Company have beendenied access to the Audit Committee. The details of the Vigil MechanismPolicy / 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
Attracting, retaining and developing talent continued to be a focus areafor the Company. The increased focus on capability enhancement andemployee engagement had a positive impact on talent retention as reflectedin the lower attrition levels. The Company has total employee strength of1,512 as on 31st March, 2025. Employee Relations continued to be cordialat all levels.
Stakeholders' relations have been cordial during the year. As a part ofcompliance, the Company has constituted Stakeholders RelationshipCommittee in compliance with the provisions of Section 178 of theCompanies Act, 2013 and as per Regulation 20 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015 to consider and resolvethe grievances of security holders of the Company. There were no investors'grievances pending as on 31st March, 2025. The confirmation to this effecthas been received from M/s. MUFG Intime India Pvt. Ltd. (formerly knownas Link Intime India Pvt. Ltd.), Registrar and Share Transfer Agent of theCompany.
The Company believes that its Members are among its most importantstakeholders. Accordingly, the Company's operations are committedto the pursuit of achieving high levels of operating performance andcost competitiveness, consolidating and building for growth, enhancingthe productive asset and resource base and nurturing overall corporatereputation. The Company is also committed to creating value for its otherstakeholders by ensuring that its corporate actions positively impactthe socio-economic and environmental dimensions and contribute tosustainable growth and development.
Securities and Exchange Board of India (Listing Obligations & DisclosureRequirements) (Second Amendment) Regulations, 2021, vide Notificationdated 5th May, 2021 has amended the requirement of Regulation 21(5) shallbe applicable to top 1,000 (which was earlier 500) listed entities by marketcapitalization as at the end of the immediate previous financial year.
The Company has already voluntarily constituted the Risk ManagementCommittee, which has now been mandatory for top 1,000 companies asper the SEBI Notification dated 5th May, 2021. To identify elements of risk indifferent areas of operations and to follow better Corporate Governance inthe true letter and spirit, the Company has voluntarily constituted the RiskManagement Committee of the Board. The details of the Committee and itsterms of reference are set out in the Corporate Governance Report formingpart of the Annual Report.
The Company manages, monitors and reports on the principal risks anduncertainties 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 tocreate transparency, minimize adverse impact on the business objectivesand enhance the Company's competitive advantage. Risk ManagementCommittee provides assistance to the Board of Directors in fulfillingits objective of controlling / monitoring various risks prevailing in thefunctioning of the Company in day to day life of the Company.
The Company continues to wholeheartedly participate in the Green Initiativeundertaken by the Ministry of Corporate Affairs (MCA) for correspondencesby Corporate to its Members through electronic mode. All the Membersare requested to join the said program by sending their preferred e-mailaddresses to their Depository Participant. In commitment to keep in linewith the Green Initiative and going beyond it to create new green initiatives,electronic copy of the Annual Report along with Notice of 99th AnnualGeneral Meeting of the Company will be sent to all Members whose emailaddresses are registered with the Company/ Depository Participant(s). Formembers who have not registered their e-mail addresses, are requestedto register the same with their respective Depository Participants. For thisfinancial year physical copies of Annual Report 2024-25 will be sent tothose members who specifically request the same.
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 nosignificant material orders passed by the Regulators/ Courts/ Tribunalswhich would impact the going concern status of the Company and its futureoperations.
DISCLOSURE UNDER SECTION 164(2) AND CONFIRMAITON OFREGISTRATION OF INDEPENDENT DIRECTRORS WITH INDEPENDENTDIRECTORS DATABANK:
None of the Directors of the Company are disqualified from being appointedas Directors as specified under Section 164(2) of the Companies Act, 2013.
As required under Rule 6 of the Companies (Appointment and Qualificationof Directors) Rules, 2014, all the Independent Directors have completed theregistration with Independent Directors Databank.
During the year under review, the Board of Directors of the Company attheir meeting held on 16th May, 2024 and pursuant to approval of membersat Annual General Meeting held on 1st August, 2024, the Company hadappointed Mr. Mayur R. Doshi (DIN: 00250358) as Vice-Chairman &Joint Managing Director of the Company for a period of three years from1st July, 2024 to 30th June, 2027.
Mr. Mayur R. Doshi (DIN: 00250358) is a graduate in Electronics Engineeringfrom Mumbai University and holds a Master's Degree in Computer Sciencefrom University of Southern California, USA. Before joining the Company in2007, he had worked at Siebel Systems and Oracle Corporation, USA for21/2 years. Mr. Mayur R. Doshi was appointed as General Manager of theCompany w.e.f. 3rd December, 2007 and thereafter he was appointed asExecutive Director of the Company w.e.f. 28th May, 2012.
Mr. Mayur R. Doshi is spearheading the Company's businesses inMaharashtra, Gujarat and Karnataka. He oversees the functions of R & Ddivision, I.T Systems, Human Resources, Indirect Taxes (GST) Compliancesystems and was instrumental in setting up and implementing ERP systemfor the Company. He is overseeing monetization of the Company's landparcels and has spearheaded the strategy and process of selectingDevelopers as well as negotiations of Development Agreements enteredinto with them. He has exhibited strong leadership qualities and acumenin steering the Company on growth path in the geographies under hisleadership including expansion of manufacturing capacity by establishingnew 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 theCompany Mr. Mayur R. Doshi (DIN: 00250358), Vice-Chairman &Joint Managing Director of the Company, retires by rotation at theensuring 99th Annual General Meeting and being eligible offers himself forre-appointment.
Mr. Rajendra M. Gandhi (DIN: 00095753) and Mr. Vijay Kumar Jatia(DIN: 00096977) had completed their second term of five consecutiveyears as an Independent Directors on the Board of Directors of theCompany on 24th July, 2024 and consequently they ceased to be anIndependent Directors and Chairman / Members of the Committees of theCompany where they were appointed with effect from the close of businesshours on 24th July, 2024.
The Board of Directors of the Company at their meeting held on16th May, 2024 and pursuant to approval of members at AnnualGeneral Meeting held on 1st August, 2024, the Company had appointedMr. Ashish Girdharilal Vaid (DIN:00086718) as an Independent Director ofthe Company for a period of five consecutive years from 25th July, 2024 to24th July, 2029.
Mr. Ashish Girdharilal Vaid is a Chartered Accountant from Instituteof Chartered Accountants of India. He has been involved with theAshish Group since 1986. He has an experience of over 3 decades inreal estate development, and has successfully executed all the projectsdeveloped by the Ashish Group. Mr. Vaid has also been involved inbusiness associations and social activities in Mumbai city throughout hiscareer. On the business side, he has been the President of IMC Chamberof Commerce and Industry (2019-20). On the social side, he has been thePresident of Rotary Club of Bombay (2008-09). Additionally, he is on theboard of several companies and charitable trusts. His deep knowledge andexperience, in business and industry, assure sound decision making andcontinued success.
The Board of Directors of the Company at their meeting held on16th May, 2024 and pursuant to approval of members at AnnualGeneral Meeting held on 1st August, 2024, the Company had appointedMr. Rohit Rajgopal Dhoot (DIN: 00016856) as an Independent Director ofthe Company for a period of five consecutive years from 25th July, 2024to 24th July, 2029. He is the Managing Director of Dhoot Industrial FinanceLimited since 1994 and has an opulent experience of more than 30 years.When qualified, he achieved the distinction of being one of the youngestChartered Accountants in the country.
Mr. Rohit Rajgopal Dhoot joined the management of Dhoot IndustrialFinance Limited in 1988 as a director of the Company and was inchargeof marketing and expansion of business. He has an all-encompassingbackground and experience in Finance, Investing, Banking, Mergersand Acquisitions, Strategic Planning, Restructuring Operations, ExportMarketing, Trading and Logistics, International Business Relations andCollaborations & Joint Ventures.
Ms. Anima B. Kapadia (DIN:00095831), Non-ExecutiveNon-Independent Director, was appointed on the Board of the Companyon 27th July, 2001. Ms. Anima B. Kapadia shall attain the age of 75 yearson 4th July, 2026, hence approval by way of Special Resolution is placedbefore the members in order to comply with the aforesaid Regulation17(1A) of Listing Regulations in the ensuring AGM of the Company.
The Profile of Directors seeking appointment/re-appointment pursuantto Regulation 36 of the Listing Regulations is included in the Notice of99th Annual General Meeting of the Company.
Details of the proposal for appointment/re-appointment of directors aregiven in the Notice of AGM.
None of the Directors and Key Managerial Personnel of the Companyhave any pecuniary relationships or transactions with the Company,other than salary, commission, sitting fees, reimbursement of expensesincurred by them for attending the meetings of the Company and in caseof Ms. Anima B. Kapadia, Non-Executive, Non-Independent Director of theCompany and Sole Proprietor of M/s. Daphtary Ferreira and Divan, Solicitorand Advocate of the Company, the payment of professional fees in thecapacity as Advocate and Solicitor.
INDEPENDENT DIRECTORS / STATEMENT OF DECLARATION BYINDEPENDENT DIRECTORS UNDER SECTION 149(7) OF THECOMPANIES ACT, 2013 AND REGULATIONS 16(1)(b) AND 25(8) OFTHE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS)REGULATIONS, 2015 AND CONFIRMATION OF REGISTRATION WITHINDEPENDENT DIRECTORS DATABASE:
The Independent Directors have given declarations to the Companyunder 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 theSecurities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations, 2015 (‘the Listing Regulations').
The Board of Directors of the Company confirms that the IndependentDirectors fulfil the conditions specified in Section 149(6) of the Actand Regulations 16(1)(b) and 25 (8) of the Listing Regulations and areIndependent 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 providedunder the Act, rules made thereunder and the Listing Regulations. List ofkey skills, expertise and core competencies of the Board is provided in theCorporate Governance Report forming part of this Annual Report.
The Board of Directors of the Company confirms that the IndependentDirectors have given their confirmation / declaration to the Company, thatin terms of Rule 6(3) of the Companies (Appointment and Qualificationof Directors) Rules, 2014, they have registered themselves with theIndependent Director's database maintained by the Indian Institute ofCorporate Affairs.
The Company has a program to familiarize Independent Directors withregard to their roles, rights, responsibilities in the Company, nature ofthe industry in which the Company operates, the business model of theCompany, etc. The purpose of Familiarization Programme for IndependentDirector is to provide insights into the Company to enable the IndependentDirectors to understand its business in depth and contribute significantlyto the Company. The Company has carried out the familiarizationprogramme for Independent Directors. The Familiarization Programmeimparted to Independent Directors in terms of Regulation 25(7) of theSecurities and Exchange Board of India (Listing Regulations and DisclosureRequirements) 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 aretaking place in the Company and its operations.
All the Directors and Senior Management Personnel (‘SMP') of the Companyunder SEBI Listing Regulations have affirmed compliance with the Code ofConduct of the Company.
During the year, Mr. S. M. Mandke, Vice President - Company Secretary(Company Secretary and Compliance officer and Key ManagerialPersonnel) had retired / superannuated from the Company on31st December, 2024. The Board of Directors based on the recommendationof the Nomination and Remuneration Committee in their meetingheld on 13th November, 2024, had appointed Mr. Niraj R. Oza, VicePresident - Company Secretary & Legal as the Company Secretary andCompliance officer and Key Managerial Personnel (KMP) of the Companyw.e.f. 1st January, 2025 and the necessary intimation has been made toNSE & BSE. Mr. Niraj R. Oza, Vice President - Company Secretary & Legalhas taken charge of the Secretarial Department and Legal Department ofthe Company with effect from 1st 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 provisionsof Sections 2(51) and 203 of the Companies Act, 2013 read with Rule 8 ofthe Companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014, the Key Managerial Personnel of the Company as on31st March, 2025 are Mr. Rajas R. Doshi, Chairman & ManagingDirector, Mr. Mayur R. Doshi, Vice-Chairman & Joint Managing Director,Mr. M. S. Rajadhyaksha, Vice President - Chief Financial Officer andMr. Niraj R. Oza, Vice President - Company Secretary & Legal.
The Company believes that systematic evaluation contributes significantlyto improved performance at the three levels; organizational, Board andIndividual Board Member. It encourages the leadership, teamwork,accountability, decision making, communication and efficiency of theBoard. Evaluation also ensures teamwork by creating better understandingof Board dynamics, management relations and thinking as a group withinthe Board. The process includes multi layered evaluation based onwell-defined criteria consisting of relevant parameters.
Pursuant to the applicable provisions of the Companies Act, 2013and Regulations 17(10), 25(4) and all other applicable Regulation(s)of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations, 2015, the Board of Directors havecarried 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 separatemeeting of the Independent Directors of the Company was also heldon 12th February, 2025 to evaluate the performance of the Chairman,Non-Independent Directors and the Board as a whole and also to assessthe quality, quantity and timeliness of flow of information between themanagement of the Company and the Board.
The performance of the Board / Committee was evaluated after seekinginputs from all the Directors / Committee members on the basis of the definedcriterial including composition and structure effectiveness of meeting,information and functioning. Performance evaluation of IndependentDirectors was done by the entire Board, excluding the Independent Directorbeing evaluated, on the basis of following evaluation criteria:
• Relevant knowledge, expertise and experience.
• Devotion of time and attention to the Company's long-term strategicissues.
• 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 beenexplained in detail in the Corporate Governance Report, forming part of thisAnnual Report.
The Board of Directors of the Company had constituted various Committeesand approved their terms of reference/role in compliance with the provisionsof the Companies Act, 2013 (“Act”) and SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015 (“Listing Regulations”)viz. Audit Committee, Nomination and Remuneration Committee,Stakeholders Relationship Committee, Corporate Social ResponsibilityCommittee and Risk Management Committee.
The composition of the Audit Committee as given in theCorporate Governance Report is in accordance with Section 177 of theCompanies Act, 2013, Rules framed thereunder and Listing Regulations.The members of the Audit Committee are financial literate and haveexperience in financial management. All the recommendations made by theAudit Committee have been accepted by the Board of Directors.
In terms of Section 149, Schedule IV of the Companies Act, 2013and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015, separate meeting of the Independent Directors washeld on 12th February, 2025 without the attendance of Non-IndependentDirectors and Members of Management of the Company and reviewed the:
i) performance of Non-Independent Directors and the Board of Directorsof the Company as a whole;
ii) performance of the Chairman of the Company, taking into account theviews of Executive and Non-Executive Directors;
iii) assessed the quality, quantity and timeliness of flow of informationbetween the Management and the Board that is necessary for theBoard to effectively and reasonably perform their duties.
All the Independent Directors were present at the separate meeting of theIndependent Directors.
The Board on the recommendation of the Nomination & RemunerationCommittee had formulated and adopted the Nomination & RemunerationPolicy for selection and appointment of Directors, Senior Management andtheir remuneration. In compliance with the provision of Section 178 of theCompanies Act, 2013 and Regulation 19 of Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations,2015. The policy of the Company includes qualifications, positive attributesand independence of a directors and policy relating to the remuneration ofDirectors, Key Managerial Personnel and other employees is framed with
the object of attracting, retaining and motivating talent which is required torun the Company successfully. The Nomination and Remuneration Policyof 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
Annual programme of Board and Committee meetings is circulated inadvance to the Directors.
During the year under review, six Board Meetings were held as under:
16th May, 2024, 19th June, 2024, 8th August, 2024, 13th November, 2024,12th February, 2025 and 19th March, 2025.
During the year under review, five Audit Committee meetings were held asunder:
16th May, 2024, 19th June, 2024, 8th August, 2024, 13th November, 2024and 12th February, 2025.
The Composition of Audit Committee is as under:
* Ceased to be Independent Director on completion of 2nd 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 meetingof Corporate Social Responsibility Committee, a meeting of StakeholdersRelationship Committee and two meetings of Risk Management Committeewere held, the details of which are given in the Corporate GovernanceReport. During the year the maximum gap between any two consecutivemeetings of the Board did not exceed one hundred and twenty days.
DIRECTORS’ RESPONSIBILITY STATEMENT:
Based on the framework of Internal Financial Controls and compliancesystems established and maintained by the Company, the work performedby the Internal Auditors, Statutory Auditors and Secretarial Auditors,including the Audit of Internal Financial Controls over financial reporting bythe Statutory Auditors and the reviews performed by Management and therelevant Board Committees, including the Audit Committee, the Board is ofthe opinion that the Company's internal financial controls were adequateand effective during Financial Year 2024-25.
To the best of their knowledge and belief and according to the informationand explanation obtained by them, the Directors make the followingstatements in terms of Section 134(3)(c) read with Section 134(5) of theCompanies 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 *
4.
Mr. Vijay Kumar Jatia *
5.
Mr. Ashish G. Vaid **
6.
Mr. Rohit R. Dhoot **
a) in the preparation of the Annual Accounts for the financial yearended 31st March, 2025, the applicable Accounting Standards andSchedule III of the Companies Act, 2013 have been followed alongwith proper explanation relating to material departures, if any.
b) appropriate accounting policies have been selected and applied themconsistently and made judgments and estimates that are reasonableand prudent so as to give a true and fair view of the state of affairs ofthe Company as at 31st March, 2025 and of the profit of the Companyfor the year ended on that date;
c) proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions of theCompanies Act, 2013 for safeguarding the assets of the Companyand 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 theCompany and that such internal financial controls are adequate andare operating effectively; and
f) proper systems to ensure compliance with the provisions of allapplicable laws have been devised and such systems are adequateand operating effectively.
The Auditors' Report to the Members on the Financial Statements of theCompany for the financial year ended 31st March, 2025 is a part of theAnnual Report. The Auditors Report for the financial year 31st March, 2025does not contain any qualification, reservation or adverse remark. Duringthe financial year 2024-25 the Auditors had not reported any matter underSection 143 (12) of the Act, therefore no details are required to be disclosedunder Section 134 (3) (ca) of the Act.
The Members of the Company had at the 96th Annual GeneralMeeting held on 28th 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 ofthe Company to hold office for a term of five (5) consecutive yearscommencing from the conclusion of 96th Annual General Meeting (AGM)till the conclusion of 101st Annual General Meeting of the Company to beheld in the year 2027. M/s. K. S. Aiyar & Co., Chartered Accountants,Mumbai, will complete their first term on the conclusion of 101st AGM ofthe Company.
The Directors confirm that the Secretarial Standards issued by the Instituteof Company Secretaries of India, have been complied with. The Companyhas complied with the Secretarial Standards on Meetings of the Board ofDirectors (SS-1) and General Meetings (SS-2) issued by the Institute ofCompany Secretaries of India and approved by the Central Governmentunder Section 118(10) of the Companies Act, 2013.
Secretarial Audit for the financial year ended 31 st March, 2025 wasconducted by M/s. JHR & Associates, Practising Company Secretaries,(ICSI Firm Registration No. S2015MH296800) pursuant to the provisionsof 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 reportedany matter under Section 143(12) of the Act, therefore no details arerequired to be disclosed under Section 134(3) (ca) of the Act.
In accordance with SEBI Circular No. CIR/CFD/CMD1/27/2019 datedFebruary 08, 2019, the Company has obtained, Annual SecretarialCompliance Report for the financial year ended 31 st March, 2025 fromthe Practising Company Secretaries and submitted the same to the StockExchanges.
During the year 2024-25, the Company has complied with applicableSecretarial Standards issued by the Institute of the Company Secretariesof India.
Pursuant to the provisions of Regulation 24A of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements)Regulations, 2015 and in accordance with Section 204 of the CompaniesAct, 2013, basis recommendation of the Board, the Company is requiredto appoint Secretarial Auditor for a term of 5 (five) consecutive years, withthe approval of the Members at its ensuing Annual General Meeting of theCompany.
In the light of the aforesaid, the Board of Directors on the recommendation ofthe Audit Committee of the Company at their meeting held on 14th May, 2025have recommended the appointment of M/s. JHR & Associates, PractisingCompany Secretaries (iCsI Firm Registration No.: S2015MH296800),a Peer Reviewed Company Secretaries Firm as the Secretarial Auditorsof the Company to hold office for a term of five (5) consecutive yearscommencing from the conclusion of 99th Annual General Meeting (AGM)till the conclusion of 104th AGM (i.e. from financial year 2025-26 up tofinancial year 2029-30), subject to the approval of the Shareholders by wayof Ordinary Resolution in ensuring 99th AGM of the Company, to undertakesecretarial audit as required under the Act and SEBI Listing Regulations andissue the necessary secretarial audit report for the aforesaid period.
M/s. JHR & Associates, Practising Company Secretaries(ICSI Firm Registration No.: S2015MH296800), have confirmed thattheir appointment, if made, will comply with eligibility criteria in terms ofSEBI Listing Regulations. Further, the Secretarial Auditor has confirmed thatthey have subjected themselves to Peer Review process by the Institute ofCompany Secretaries of India (“ICSI”) and hold valid certificate issued bythe Peer Review Board of ICSI.
The Company has obtained a written consent for such appointment alongwith a certificate from JHR & Associates confirming that they are notdisqualified from being appointed as Secretarial Auditor of the Company.
During the year under review, the Statutory Auditors and Secretarial Auditorhave not reported any instances of frauds committed in the Company by itsOfficers or Employees to the Audit Committee and / or to the Board underSection 143(12) of the Companies Act, 2013 details of which needs to bementioned in this Report.
There is no proceeding pending against the Company under the Insolvencyand Bankruptcy Code, 2016 (IBC Code). There has not been any instance ofone-time settlement of the Company with any bank or financial institution.
The provision of Section 148(1) of the Companies Act, 2013 are applicableto the Company and accordingly the Company has maintained costaccounts and records in respect of the applicable products for the financialyear ended 31st March, 2025.
Pursuant to the provisions of Section 148 of the Companies Act, 2013and as per Companies (Cost Records and Audit) Rules, 2014 andamendments thereof, the Board of Directors on the recommendation of theAudit Committee at its meeting held on 14th May, 2025, has approved there-appointment of Mr. Subodh C. Mawalankar, Cost Accountant,Membership No.9041 as Cost Auditor to conduct the audit of theCost Accounts / Records of the Company pertaining to products followingunder HSN code 73059010 (MS Pipe) and Joint-Rings, 73069011 (BWSC)and 73053110 (PCCP) for the financial year ending 31st March, 2026 (i.e.financial year 2025-26) at a remuneration of ' 1.20 Lakhs plus GST andout of pocket expenses.
The Company has received written consent and eligibility certificate fromCost Auditor stating that the re-appointment will be in accordance with theapplicable provisions of the Companies Act, 2013 and the Rules thereunder.
A proposal for ratification of remuneration of the Cost Auditor for thefinancial year 2025-26 is placed before the shareholders for approval at theensuing 99th Annual General Meeting of the Company.
The Report of the Cost Auditors for the financial year ended31st March, 2025 is under finalization and shall be filed with theMinistry of Corporate Affairs within the prescribed time period.
The information on conservation of energy, technology absorption andforeign 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”.
All contracts/ arrangements/ transactions entered by the Company duringthe financial year under review with related parties were in the ordinarycourse of business and on an arm's length basis and is in compliance withthe applicable provisions of the Act and the Listing Regulations. During theyear, there are no materially significant related party transactions entered bythe Company with Promoters, Directors, Key Managerial Personnel or otherdesignated persons which may have a potential conflict with the interestof the Company at large. There were no materially significant RelatedParty Transactions made by the Company during the year that requiredshareholders' 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:
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 omnibusapproval by the Audit Committee within the overall frame work of the policyon related party transactions. Omnibus approval is obtained for relatedparty transactions, which are of repetitive nature and in the ordinary courseof business and on an arm's length basis.
All related party transactions are placed before the Audit Committee forreview and approval. Mr. Rajas R. Doshi, Chairman and Managing Directorand Mr. Mayur R. Doshi, Vice-Chairman & Joint Managing Director arehaving credit balances of ' 0.99 Lakh and ' 0.50 Lakh respectively as of31st 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 reviewwere in the ordinary course of business and on an arm's length basis.
The disclosure of transactions including with related party belonging to thePromoter/Promoter Group which holds 10% or more shareholding in theCompany as per format prescribed in the Accounting Standards for annualresults is given in note No.2.32 to the Notes to Accounts.
In accordance with Sections 134(3)(a) & 92(3) of the Companies Act, 2013read with Rule 12(1) of the Companies (Management and Administration)Rules, 2014, the Annual Return as on 31st March, 2025 is available on thewebsite 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.
The information under Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014 read with Section 197of the Act is attached as “Annexure E”.
The statement containing names of top ten employees in terms ofremuneration drawn and the particulars of employees as required underSection 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, isprovided in a separate annexure forming part of this report. Further, thereport and the accounts are being sent to the Members excluding theaforesaid annexure. In terms of Section 136 of the Act, the said annexure isopen for inspection and any Member interested in obtaining a copy of thesame may write to the Share Department.
During the financial year 2024-25, the industrial relations with the workmenworking at various units of the Company were by and large peaceful andnormal.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE {DISCLOSUREAS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMENAT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,2013}:
The Company has always believed in providing a safe and harassmentfree workplace for every individual working in its premises through variouspolicies and practices. The Company always endeavors to create and providean environment that is free from discrimination and harassment includingsexual harassment. The Company has adopted a policy on Prevention ofSexual Harassment at Workplace which is in line with the requirements ofthe Sexual Harassment of Women at Workplace (Prevention, Prohibitionand Redressal) Act, 2013. The policy aims at prevention of harassment ofemployees and lays down the guidelines for identification, reporting andprevention of undesired behavior. An Internal Complaints Committee (“ICC”)has been set up from the senior management (with women employeesconstituting the majority) which is responsible for redressal of complaintsrelated to sexual harassment and follows the guidelines provided in the
Policy. All employees (permanent, contractual, temporary, trainees) arecovered under the policy.
During the financial year under review, the Company did not receiveany complaint of sexual harassment and no cases were filed under theSexual Harassment of Women at workplace (Prevention, Prohibition andRedressal) Act, 2013 (POSH Act).
The status of cases / complaint filed, disposed of and pending in respectof Sexual Harassment of Women at Workplace for the financial year endedas on 31st March, 2025 (i.e. from 1st April, 2024 to 31st March, 2025) asgiven below:
Opening
Cases/
complaint filed
complaint
during the year
disposed of
Pending as on
as on
ended
31st
1st April, 2024
31st March,2025
ended31st March,2025
March, 2025
Nil
In accordance with the applicable provisions of Companies Act, 2013read with Investor Education and Protection Fund (Accounting, Audit,Transfer and Refund) Rules, 2016 (‘IEPF Rules'), all unclaimed dividendsare required to be transferred by the Company to the IEPF, after completionof seven (7) years. Further, according to IEPF Rules, the shares onwhich dividend has not been claimed by the shareholders for seven (7)consecutive years or more shall be transferred to the demat account of theIEPF Authority.
During the year under review, the Company has transferred ' 14,91,653/-of unclaimed dividend for the financial year 2016-17 (Final Dividend) toIEPF Authority. In terms of Section 124(6) of the Companies Act, 2013 andIEPF Rules, 2016, the Company has transferred 20,501 equity shares toIEPF Authority of those shareholders who did not claim dividend for sevenconsecutive years.
Mr. Niraj R. Oza, Vice President - Company Secretary & Legal isthe Nodal Officer and Mr. Subhash L. Deshawal, Manager Secretarial isthe Deputy Nodal Officer for the purpose of verification of claims filedwith the Company in terms of IEPF Rules and for co-ordination with theIEPF Authority. The said details are available on the website of the Companywww.indianhumepipe.com.
Mr. Niraj R. Oza, Vice President - Company Secretary & Legal theNodal Officer was appointed w.e.f. 1st January, 2025 in place ofMr. S. M. Mandke, Vice President - Company Secretary, Nodal Officer hadretired from service of the Company w.e.f. 31st December, 2024.
The Directors state that no disclosure or reporting is required in respect ofthe following items as there were no transactions on these items during theyear under review:
1. Issue of equity shares with differential rights as to dividend, voting orotherwise.
2. Issue of shares (including sweat equity shares) to employees of theCompany. The Company does not have ESOS/ESOP Scheme for itsemployees/Directors.
3. No fraud has been reported by the auditors to the Audit Committee orthe Board.
4. The Company does not have any scheme or provision of moneyfor the purchase of its own shares by employees / Directors or bytrustees for the benefit of the employees or Directors.
5. There were no proceedings made or pending under the Insolvencyand Bankruptcy Code, 2016 and there is no instance of one-timesettlement with any Bank or Financial Institution.
The Directors record their gratitude to the Investors, Shareholders,Customers, Bankers, Financial Institutions, Business Associates,Government Departments, Vendors, Sub-contractors, Regulatoryauthorities 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 servicesrendered by the employees of the Company.
Wishing you all good health, wealth and prosperity.
For and on behalf of the Board of Directors
Chairman & Managing DirectorDIN:00050594
Registered Office:
Construction House, 2nd Floor,
5, Walchand Hirachand Road,
Ballard Estate, Mumbai - 400 001
Place : MumbaiDate : 14th May, 2025