Indian Hume Pipe : Annual Report 2020-21

Contents

NOTICE

NOTICE is hereby given that the NINETY-FIFTH ANNUAL GENERAL MEETING of the Company will be held through Video Conferencing ("VC")/ Other Audio Visual Means ("OAVM") as scheduled below to transact the following business:-

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended 31st March, 2021 including the Audited Balance Sheet as at 31st March, 2021 and the Statement of Profit & Loss Account for the year ended on that date and the
   Reports of the Board of Directors and the Auditors thereon.
2. To declare dividend on Equity Shares of the Company for the financial year ended 31st March, 2021.
3. To appoint a Director in place of Ms. Jyoti R. Doshi (DIN 00095732), who retires by rotation and being eligible offers herself for re- appointment.

By Order of the Board of Directors,

For The Indian Hume Pipe Co. Ltd.

S. M. Mandke

Company Secretary

Registered Office:

Construction House, 2nd Floor,

5, Walchand Hirachand Road,

Ballard Estate, Mumbai - 400 001

Date : 12th June, 2021

NOTES:-

1. General instructions for accessing and participating in the 95th Annual General Meeting ("AGM") through VC/OAVM Facility and voting through electronic means including remote e-Voting:-

1. In view of the massive outbreak of the COVID-19 pandemic, social distancing is a norm to be followed, the Ministry of Corporate Affairs ('MCA') issued General Circular Nos.14/2020, 17/2020 and 20/2020 dated 8th April 2020, 13th April 2020 and 5th May 2020, respectively and by General Circular No. 02/2021 dated 13th January 2021, and all other relevant circulars issued from time to time, allowed companies whose AGMs were due to be held in the year 2020 or become due in the year 2021, to conduct their AGMs on or before 31.12.2021, in accordance with the requirements provided in paragraphs 3 and 4 of the General Circular No. 20/2020 ("MCA Circulars"). The Securities and Exchange Board of India ('SEBI') also issued Circular No. SEBI/HO/CFD/CMD1/CIR/P/ 2020/79 dated 12th May 2020 the validity of which has been extended till December 31, 2021 by SEBI, vide its Circular No. SEBI/HO/CFD/CMD2/CIR/P/ 2021/11 dated January 15, 2021 ("SEBI Circulars"). In compliance with

these Circulars, provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the 95th AGM of the Company is being conducted through VC/OAVM Facility, which does not require physical presence of members at a common venue. The deemed venue for the 95th AGM shall be the Registered Office of the Company.

1. Pursuant to the provisions of the Companies Act, 2013, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. However in terms of the MCA Circulars since the physical attendance of Members has been dispensed with, there is no requirement of appointment of proxies. Accordingly, the facility of appointment of proxies by Members under Section 105 of the Act will not be available for the 95th AGM. Hence the Proxy Form and Attendance Slip are not annexed to this Notice.
2. In pursuance of Section 112 and Section 113 of the Act, representatives of the Members may be appointed for the purpose of voting through remote e-Voting, for participation in the 95th AGM through VC/OAVM Facility and e-Voting during the 95th AGM. Institutional / Corporate Shareholders (i.e. other than individuals/HUF, NRI, etc.) are required to send a scanned copy (PDF/JPG Format) of its Board or governing body Resolution/ Authorization etc., authorizing its representative to attend the AGM through VC/OAVM on its behalf and to vote through remote e-voting. The said Resolution/Authorization shall be sent to the Scrutinizer by email through its registered email address to jhr@jhrasso.com with a copy marked to evoting@nsdl.co.in
3. In compliance with the aforesaid MCA and SEBI Circulars, the Notice of 95th AGM along with the Annual Report 2020-21 is being sent by electronic mode to those Members whose e-mail addresses are registered with the Company/DPs. Members may note that this Notice and Annual Report 2020-21 will also be available on the Company's website, www.indianhumepipe. com, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia. com and www.nseindia.com respectively and on the website of NSDL at www.evoting.nsdl.com.
4. Since the AGM will be held through VC/OAVM Facility, the Route Map is not annexed in this Notice.
5. The Company has engaged National Securities Depository Limited ("NSDL") which is providing facility for voting through remote e-Voting, for participation in the 95th AGM through VC/ OAVM Facility and e-Voting during the 95th AGM.
6. Members may join the 95th AGM through VC/OAVM Facility for joining the 95th AGM through VC/OAVM shall open 15 minutes before the time scheduled for the AGM i.e at 2.15 p.m. (IST). Facility for joining AGM will be closed on expiry of 15 minutes from the scheduled time of the 95th AGM.
7. Members may note that the VC/OAVM Facility, provided by NSDL, allows participation of at least 1,000 Members on a first-come-first-served basis. The large shareholders (i.e. shareholders holding 2% or more shareholding), promoters, institutional investors, directors, key managerial personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship

Committee, auditors, etc. can attend the 95th AGM without any restriction on account of first-come-first-served principle.

1. 1. Attendance of the Members participating in the 95th AGM through VC/OAVM Facility shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
   2. Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended), Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India ("ICSI") and Regulation 44 of Listing Regulations read with MCA Circulars and SEBI Circulars, the Company is providing remote e-Voting facility to its Members in respect of the business to be transacted at the 95th AGM and facility for those Members participating in the 95th AGM to cast vote through e-Voting system during the 95th AGM.
2. The Register of Members and the Share Transfer Books of the Company will remain closed from Saturday, 14th August, 2021 to Thursday 26th August, 2021 (both days inclusive) for the purpose of holding 95th Annual General Meeting.
3. The Dividend of ` 2/- per equity share of ` 2/- each (100%) on paid-up share capital of 4,84,47,170 Equity Shares for the financial year ended 31st March, 2021 (if declared by the shareholders at the ensuing Annual General Meeting) subject to tax deduction at source will be paid on or after 31st August, 2021 to those Members whose names appear in the Register of Members of the Company as on the Book Closure date.
   Shareholders who hold Shares in dematerialised form may please note that as advised by the Securities and Exchange Board of India, the Company will mandatorily print the Shareholder(s) Bank Account details as furnished by the respective Depositories to the Company on the dividend warrants.
   In order to avoid the risk of loss/interception of dividend warrants in postal transit and/or fraudulent encashment of dividend warrants, the shareholders are advised to avail of ECS/NECS facility, whereby the dividend amount will be directly credited to their respective Bank Accounts electronically. This will also ensure speedier credit of dividend. You may write to the Company's Registrar & Share Transfer Agent or your Depository Participants to avail benefit of this service / facility.
4. At the 91st AGM held on 10th July 2017, the Members had approved appointment of M/s. Deloitte Haskins & Sells, LLP Chartered Accountants (LLP/Firm Registration No. (117366W/W-100018) as Statutory Auditors of the Company to hold office for a period of five (5) years from the conclusion of 91st AGM till the conclusion of the 96th AGM, subject to ratification of their appointment by Members at every AGM, if so required under the Act. The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away with by the Companies (Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no resolution is being proposed for ratification of appointment of Statutory Auditors at the 95th AGM.
5. Register of Directors and Key Managerial Personnel and their shareholdings maintained under Section 170 of the Act, and the Register of Contracts or Arrangements in which the Directors are interested, maintained under Section 189 of the Act, will be available electronically for inspection by Members during the AGM. All documents referred to in the Notice will also be available for electronic inspection without any fees by the Members from the date

of circulation of this Notice up to the date of AGM i.e. Thursday, 26th August, 2021. Members may write to the Company at investors@ indianhumepipe.com in this regard, by mentioning "Request for Inspection" in the subject of the email

1. Members holding shares in Physical mode are requested to demat their shares in order to reap the advantages of holding their shares in electronic form like no risk of loss of share certificate, transfer form, speedier share transfer, no stamp duty on transfer of shares etc.
   Members are aware that the Company's Shares are compulsorily traded in electronic form only. Presently 98.76% of shares are in demat mode.
   Therefore Members holding shares in physical form are requested and encouraged to consider converting their holding in dematerialised form to eliminate all risks associated with physical shares and for ease of portfolio management. Members can contact the Share Department of the Company or M/s. Link Intime India Pvt. Ltd., Registrar Transfer Agent for assistance in this regard.
2. Members may note that the Income Tax Act, 1961, ("the IT Act") as amended by the Finance Act, 2020, mandates that dividends paid or distributed by a company on or after April 01, 2020 shall be taxable in the hands of members. The Company shall therefore be required to deduct tax at source (TDS) at the time of making the payment of dividend. In order to enable us to determine the appropriate TDS rate as applicable, members are requested to submit the following documents in accordance with the provisions of the IT Act.
   For Resident shareholders, taxes shall be deducted at source under Section 194 of the IT Act as follows, Members having valid
   PAN @10% or as notified by the Government of India. Members not having valid PAN @20% or as notified by the Government of India.
   For Shareholders who are identified as "Specified Persons" under Sec
   206AB of the Act, higher tax rate as applicable would be deducted if,
3. 1. Shareholder has not filed the returns of income for both of the two assessment years relevant to the two previous years immediately before the previous year in which tax is required to be deducted/ collected. Two previous years for FY 2021-22 would be FY 2018-19 and FY 2019-20.
   2. Aggregate of tax deducted at source and tax collected at source is rupees fifty thousand or more in each of these two previous years.
      For the purpose of TDS, Company will verify the status (i.e.,
      Specified Person or not) from the Government enabled online facility and deduct TDS accordingly.

However, no tax shall be deducted on the dividend payable to a resident individual if the total dividend to be received by them during Financial Year 2021-22 does not exceed ` 5,000 and also in cases where members provide Form 15G (applicable to an individual below the age of 60 years) / Form 15H (applicable to individuals aged 60 years or more) subject to conditions specified in the IT Act. Resident shareholders may also submit any other document/certificate as prescribed under the IT Act to claim a lower /Nil withholding tax. Registered members may also submit any other document/certificate as prescribed under the IT Act to claim a lower /Nil withholding tax. PAN is mandatory for members providing Form 15G / 15H or any other document/certificate as mentioned above.