Indian Hume Pipe : Annual Report 2021-22

Contents

NOTICE

NOTICE is hereby given that the NINETY-SIXTH 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, 2022 including the Audited Balance Sheet as at 31st March, 2022 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, 2022.
3. To appoint a Director in place of Mr. Mayur R. Doshi (DIN 00250358), who retires by rotation and being eligible offers himself for re- appointment.
4. Appointment of Statutory Auditors of the Company
   To consider and, if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution:
   "RESOLVED THAT pursuant to the provisions of Section 139 and all other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 as amended from time to time and the recommendations of the Audit Committee and Board of Directors, M/s. K. S. Aiyar & Co. Chartered Accountants, Mumbai, bearing ICAI Firm Registration No.100186W, be and are hereby appointed as the Statutory Auditors of the Company, to do Statutory
   Audit of the Company's Accounts including its Branch Offices / Project Sites / Offices, in place of the retiring auditors M/s. Deloitte
   Haskins & Sells LLP, Chartered Accountants, Mumbai, bearing ICAI
   Firm Registration No.117366W/W-100018, to hold office for a term of five (5) consecutive years commencing from the conclusion of
   96th Annual General Meeting (AGM) till the conclusion of 101st Annual General Meeting of the Company to be held in the year 2027, at such remuneration as recommended by the Audit Committee and as may be fixed by the Board of Directors of the Company and that they be paid, in addition to the remuneration, GST and reimbursement of out of pocket and/ or travelling expenses they may incur in carrying out their duties as such Auditors be and is hereby approved.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to do all such acts, deeds, matters and things as may be necessary, desirable or expedient to give effect to this resolution."

SPECIAL BUSINESS:

5. Re-appointment of Mr. Mayur R. Doshi (DIN 00250358) as the Executive Director of the Company.

To consider and if thought fit, to pass, the following resolution as

Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198, 203 read with Schedule V and all other applicable provisions, if any, of the Companies Act, 2013 ("the Act") and Rules thereunder

(including any statutory modification(s) or re-enactment thereof,

for the time being in force), the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, the Articles of Association of the Company, recommendation of Nomination and Remuneration Committee based on the report of the Board on evaluation of performance of Mr. Mayur Doshi, approval of the Audit Committee and Board and subject to such other approvals, as may be necessary and in respect of whom the Company has received a notice from a member proposing the candidature of Mr. Doshi for the office of Director, the consent of the Members be and is hereby accorded to the re-appointment of Mr. Mayur R. Doshi (DIN 00250358) as Executive Director of the Company for a further period of three years from 1st July, 2022 to 30th June, 2025 on the remuneration, perquisites and allowances and on other terms and conditions (including the remuneration to be paid in the event of no profits or inadequate profits in any financial year during the aforesaid period) as set out in the draft Agreement to be entered into between the Company and Mr. Mayur R. Doshi, a copy whereof initialled by a Director of the Company for the purpose of identification is placed before this meeting which draft is specifically approved with liberty and power/ authority to the Board of Directors (including the Nomination and Remuneration Committee) to increase, revise, amend, alter or vary the terms of re-appointment, remuneration, perquisites and allowances including monetary value thereof, other terms, as set out in the Agreement at any time and from time to time and in such manner as the Board of Directors may deem fit and as may be agreed to between the Board and Mr. Mayur R. Doshi so as not to exceed the maximum limit for the payment of remuneration as per applicable provisions of the Companies Act, 2013 (the Act) read with Schedule V under the Act or any re-enactment / amendment to the Act and the rules thereunder, but however that such remuneration will exceed the limit of annual remuneration of Rs. 5 Crore or 2.50% of the net profits of the Company, whichever is higher where there is one such Managing Director / Whole-time Director (Executive Director) or 5% of net profits of the Company where there are more than one such Executive Directors till the expiry of their respective terms of such Executive Directors as required under Regulation 17(6)(e) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 as amended be and is hereby approved.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution the Board of Directors (including the Nomination and Remuneration Committee) be and are hereby authorised to do all acts, deeds, matters and things as the Board of Directors (including the Nomination and Remuneration Committee) may in their absolute discretion deem necessary, expedient, usual and proper in the best interest of the Company."

6. Ratification of remuneration to Cost Auditor for the Financial Year

2021-22.

To consider and if thought fit, to pass, the following resolution as an

Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 148, Rules thereunder and all other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any amendments thereto or any statutory modification(s) or re-enactment thereof, for the time being in force) and as recommended by the Audit Committee and approved by the Board of Directors of the Company, the remuneration payable to Mr. Subodh C. Mawalankar, Cost Accountant, Membership No. 9041 as

Cost Auditor to conduct the audit of cost records of the Company for the financial year ended 31st March, 2022 of Rs.1,20,000/- (Rupees One Lakh Twenty Thousand only) per annum, to be paid as also the payment of GST as applicable and reimbursement of out of pocket expenses and / or travelling expenses incurred by him in connection with the aforesaid cost audit be and is hereby ratified and confirmed.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds, things and matters as may be necessary, proper or expedient for giving effect to the above resolution."

7. Ratification of remuneration to Cost Auditor for the Financial Year

2022-23.

To consider and if thought fit, to pass, the following resolution as an

Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 148, Rules thereunder and all other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any amendments thereto or any statutory modification(s) or re-enactment thereof, for the time being in force) and as recommended by the Audit Committee and approved by the Board of Directors of the Company, the remuneration payable to Mr. Subodh C. Mawalankar, Cost Accountant, Membership No. 9041 as Cost Auditor to conduct the audit of cost records of the Company for the financial year ending 31st March, 2023 of Rs.1,20,000/- (Rupees One Lakh Twenty Thousand only) per annum, to be paid as also the payment of GST as applicable and reimbursement of out of pocket expenses and / or travelling expenses incurred by him in connection with the aforesaid cost audit be and is hereby ratified and confirmed.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds, things and matters as may be necessary, proper or expedient for giving effect to the above resolution."

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 : 27th May, 2022

NOTES:-

1. General instructions for accessing and participating in the 96th Annual General Meeting ("AGM") through VC/OAVM Facility and voting through electronic means including remote e-Voting:-

1. The Ministry of Corporate Affairs ('MCA') vide its General Circular No.14/2020 dated 8th April, 2020, General Circular No.17/2020 dated 13th April, 2020, General Circular No.20/2020 dated 5th May, 2020, General Circular No.22/2020 dated 15th June,

2020, General Circular No.33/2020 dated 28th September, 2020, General Circular No.39/2020 dated 31st December, 2020, General Circular No.02/2021 dated 13th January, 2021, General Circular No. 19/2021 dated 8th December, 2021, General Circular No. 21/2021 dated 14th December, 2021 and General Circular No. 2/2022 dated 5th May, 2022 and all other relevant circulars issued from time to time, allowed companies whose AGMs are due in the year, 2022, to conduct their AGMs on or before 31.12.2022, in accordance with the requirements laid down in Para 3 and 4 of the General Circular No.20/2020 dated 5th May, 2020 (collectively "MCA Circulars") and 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"). Further SEBI vide Circular No. SEBI/HO/DDHS/DDHS_Div2/P/ CIR/2021/697 dated 22nd December,2021 and Circular No. SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated 13th May, 2022 has given relaxation upto December 31, 2022. In compliance with these Circulars, provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the 96th 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 96th 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 96th 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 96th AGM through VC/OAVM Facility and e-Voting during the 96th 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 96th AGM along with the Annual Report 2021- 22 is being sent by electronic mode to those Members whose e-mail addresses are registered with the Company/ DPs. The Company will send hard copy of full Annual Report 2021-22 to those shareholders who requested for the same. Members may note that this Notice and Annual Report 2021-22 will also be available on the Company's website, www.indianhumepipe. com, websites of the Stock Exchanges i.e. BSE Limited and