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Jai Corp Ltd.

BSE: 512237 | NSE: JAICORPLTD |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE070D01027 | SECTOR: Steel - GP & GC Sheets

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Annual Report

For Year :
2018 2017 2016 2015 2014 2013 2012 2011 2010

Director’s Report

DIRECTORS’ REPORT

THE Directors are pleased to present the Thirty-third Annual Report and the audited accounts for the year ended 31st March, 2018.

FINANCIAL SUMMARY:

(Rs, in Lakh)

Year Ended 31/03/2018

Year Ended 31/03/2017

Profit before Depreciation, Finance Costs, Exceptional Items & Income -tax

11,045.88

10,007.41

Less: Finance Costs

5,218.35

7,753.01

Depreciation and Amortization Expense

1,536.34

1,643.31

Profit before Exceptional Items & Income-tax

4,291.19

610.79

Exceptional Items

-

-

Profit before Income-tax

4,291.19

610.79

Less: Provision for Taxation:

Current Tax

3,051.54

3,407.15

Deferred Tax Expense/(Credit)

(1,201.75)

(1,345.41)

Net Profit after Tax

2,441.40

(1,450.41)

Other Comprehensive Income (net)

10,237.77

8,593.44

Total Comprehensive Income

12,679.17

7,142.49

Statement of Retained Earnings

At the beginning of the year

25,916.86

27,656.44

Add: Profit for the year

2,441.40

(1,450.41)

Less: Dividend paid on Equity Shares

(240.84)

(240.84)

Tax on Dividend paid

(38.95)

(47.79)

Balance at the end of the year

28,078.48

25,916.86

THE CHANGE IN THE NATURE OF BUSSINES, IF ANY:

There was no change in the nature of business of the Company during the year or subsequently.

RESULT OF OPERATIONS AND THE STATE OF THE COMPANY’S AFFAIRS:

During the year under review, the gross turnover of the Company’s Steel Division was Rs, 22.71 crore as compared to the previous year’s gross turnover of Rs, 94.63 crore. However, the Division reported a profit of Rs, 11.58 crore during the year under review as against a profit of Rs, 8.20 crore of the previous year.

The Plastic Processing Division of the Company achieved a gross turnover of Rs,526.98 crore as compared to previous year’s gross turnover of f 562.96 crore. The Division reported a profit of Rs, 75.57 crore during the year under review as against a profit of Rs, 84.01 crore of the previous year.

The Spinning Division of the Company achieved a gross turnover of f 35.35 crore as compared to the previous year’s gross turnover of Rs, 52.48 crore. The Division reported a reduced profit of Rs, 6.27 crore during the year under review as against a profit of Rs, 7.19 crore of the previous year.

During the year under review, the production of Plastic Processing Division excluding Master batch decreased from 39,704 MT during 2017-18 to 42,315 MT during 2016-17.

The production of Master batch decreased from 11,394 MT during 2017-18 to 12,809 MT during 2016-17 due to down turn in the market.

The production of the Spinning Division decreased to 1,773 MT during 2017-18 from 2,310 MT during 2016-17.

The third-party production (job work) of GP/GC coils and sheets increased to 58,115 MT during 2017-18 from 32,624 MT during 2016-17. CR coils and sheets were not produced due to lack of demand.

During the year under review, 35,01,900 preference shares were redeemed at a premium in accordance with the terms of issue. After the redemption, 25,98,000 preference shares remained outstanding as on 31st March, 2018.

AMOUNT PROPOSEDTO BE CARRIED TO GENERAL RESERVE AND AMOUNT RECOMMENDED TO BE PAID BY WAY OF DIVIDEND:

Your Directors have decided not to transfer any amount to the General Reserve. Your Directors have recommended a dividend at the rate of '' 0.01 (1 per cent) per preference share be paid on the 25,98,000 non-cumulative non-participating redeemable preference shares of face value '' 1/each for the financial year ended 31st March, 2018. If approved at the ensuing 33rd Annual General Meeting, an amount not exceeding '' 25,980/- will be payable to those preference shareholders whose names appear on the Register of Members of the Company at close of business on 18th September, 2018.

Your Directors have also recommended a dividend of '' 0.50/- (50 per cent) per equity share on 4,81,67,010 equity shares of face value '' 1/- each for the financial year ended 31st March, 2017. This will amount to '' 2,40,83,505/- and, if approved at the ensuing 33rd Annual General Meeting will be paid to members whose names appear on the Register of Members of the Company at close of business on 18th September, 2018. In respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owners as on that date. The ‘promoters’ of your Company have voluntarily and irrevocably waived their entitlement to receive dividend on the equity shares for the financial year 2017-18. Hence your Directors have not recommended any dividend on 13,02,82,400 equity shares held by the ‘promoter group’. No dividend was recommended on 44,600 shares forfeited and not re-issued.

EXTRACT OF ANNUAL RETURN:

Extract of Annual Return as provided under Section 92(3) of Companies Act, 2013 is given at Annexure- 1. Annual Return referred to in sub-section (3) of section 92 can be viewed in the Company’s website: http:// www.jaicorpindia.com.

NUMBER OF MEETINGS OF THE BOARD:

Five meetings of the Board of Directors and one meeting of the Independent Directors of the Company were held during the financial year 2017-18. Further details in this regard are given in the Corporate Governance Report given elsewhere in this Annual Report.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR:

On expiry of his term on 31-03-2018, the Board on the recommendation of the Nomination and Remuneration Committee re-appointed Mr. Vasudeo S. Pandit (DIN: 00460320) with effect from 01-04-2018 as the Director- Works for a period of 3 (three) years, subject to approval of the members at the ensuing Annual General Meeting.

On expiry of his term on 03-06-201 8, the Board on the recommendation of the Nomination and Remuneration Committee re-appointed Mr. Gaurav Jain (DIN: 00077770) with effect from 04-06-2018 as the Managing Director and Chief Executive Officer for a period of 5 (five) years, subject to approval of the members at the ensuing Annual General Meeting

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Virendra Jain (DIN: 00077662) retire by rotation and being eligible has offered himself for reappointment at the ensuing Annual General Meeting.

A brief resume of all Directors including those proposed to be re-appointed/ appointed, nature of their expertise in specific functional areas and names of public limited companies in which they hold directorship, memberships/chairmanships of Board Committees, are provided elsewhere in the Annual Report. The Directors who are being re-appointed have intimated to the Company that they are eligible for re-appointment.

During the year under review, Mr. Sachindra Nath Chaturvedi (DIN: 00553459) vacated his office under Section 167 of the Companies Act, 2013 as a director on incurring disqualification specified in Section 164(2) of the Companies Act, 2013.

There was no change among the Key Managerial Personnel during the year.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, it is hereby stated that:

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013 have been followed and there are no material departure(s) from the same.

(b) appropriate accounting policies have been selected and applied consistently and the Directors have 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 at the end of the financial year at 31 st March, 2018 and of the profit including total comprehensive income of the Company for that period.

(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 for the financial year ended 31st March, 2018 have been prepared on a ‘going concern’ basis.

(e) internal financial controls have been laid down to be followed by the Company. The internal financial controls are adequate and are operating effectively.

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

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION

(6) OF SECTION 149:

The Independent Directors have given their respective declarations under Section 149(6) of the Companies Act, 2013.

SECRETARIAL STANDARDS:

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2 issued by the Institute of Company Secretaries of India, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively, have been duly followed by the Company.

COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178:

(a) Qualifications of directors:

(i) A candidate for executive directorship should possess administrative skills and functional experience or knowledge of the division or department entrusted to such director. The candidate should have strong attributes of a leader and inter-personal skills to deal with the Board, colleagues, peers and subordinates.

(ii) A non-executive director and an independent director shall possess appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations or other disciplines related to the Company’s business.

(b) Process of selection to the Board/ extending invitation to a potential candidate:

One of the roles of the Nomination and Remuneration Committee (“N&RC”) is to periodically identify competency gaps in the Board, evaluate potential candidates as per the criteria stated above, ascertain their availability and make suitable recommendation to the Board.

In selecting a suitable candidate as an independent director the N&RC will also look into the data bank that is proposed to be set up pursuant to the provisions of Section 150 of the Companies Act, 2013 and the Rules made thereunder.

The N&RC shall also identify suitable candidates in the event of resignation, retirement or demise of an existing Board member. Based on the recommendation of the N&RC, the Board through its Chairman/ N&RC will then invite the prospective person to join the Board as a director.

In case the shareholders recommend any person as a director pursuant to the provisions of Section 151 of the Act and the Rules made thereunder, the N&RC shall consider that candidate and make suitable recommendation to the Board. The procedure pertaining to appointment of small shareholders’ director laid down in Rule 7 of the Companies (Appointment and Qualification of Directors) Rules, 2014 will have to be adhered to.

(c) Orientation and Induction:

A new director will be given a formal induction and orientation with respect to the Company’s vision, core values, business operations, corporate governance norms, financials etc. The Board will carry out a continuous education of its members.

I n respect of independent directors, as required under Regulation 25(7) of SEBI ( Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), the Company will familiarize them about the organisation, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc..

(d) Remuneration to Directors:

The N&RC is, inter alia, required to oversee remuneration payable to directors.

The executive directors including managing directors are paid remuneration by way of salary, perquisites, contribution to provident fund, superannuation fund, gratuity, encashment of leave etc. as per the terms of agreement entered into with them and approved by the shareholders pursuant to the requirements of the Act.

Non-executive directors are paid a sitting fee for attending each Board and/or Committee meetings except for those committees where no sitting fee is payable to attend the meetings. Such fee shall be fixed by the Board of Directors on receiving recommendation in that respect from the N&RC. Shareholder’s approval will be taken where the same is mandated by the provisions of the Act and/ or the Listing Regulations.

No commission is presently payable to the directors and the Company has presently not granted any stock option to its directors. The independent directors are not entitled to stock options as mandated by law.

(e) Re-imbursement of expenses of non-executive directors:

The Company recognizes that non-executive directors, particularly non-executive promoter directors, also play a vital role in the business of the Company. The non-executive promoter directors contribute their time, energy, and expertise in helping the Company garner business and run its operations successfully, thereby ultimately resulting in value addition to the Company.

I t is fair that the expenses incurred by directors exclusively for the purposes of the Company be borne by the Company or be reimbursed to them. Payment may be made on

t heir behalf either by the Company or be paid by them directly. Where the concerned director seeks to claim reimbursement, he/she is required to submit a claim along with relevant particulars in supporting of the expenses incurred.

The Nomination & Remuneration Policy for Directors, KMPs & Senior Management is available at the website of the Company. The Uniform Resource Locator (“URL”) for this Policy is: www.jaicorpindia.com/pdf/nomination_ remuneration.pdf

AUDITORS AND AUDITORS’ REPORTS:

Pursuant to the provisions of the Companies Act, 2013 Messrs D T S & Associates, Chartered Accountants were appointed as the Auditor for a term of 5 (five) consecutive years at the 32nd Annual General Meeting held on 12-09-2017. The Company has received certificate from Messrs D T S & Associates confirming that that they are not disqualified from continuing.

The Central Government had approved the appointment of Messrs ABK & Associates, Cost Accountants as the cost auditor for the financial year 2017-18. The Board has appointed Bhanwarlal Gurjar & Co. as the Cost Auditor for the financial year 2018-19.

Mr. G. B. B. Babuji, Company Secretary in Whole time Practice was appointed as the Secretarial Auditor under Section 204 of the Companies Act, 2013. The Secretarial Audit Report is given at Annexure- 2.

There is no qualification, reservation or adverse comment in the Standalone Auditors’ Report and the Secretarial Audit Report.

The Auditor has expressed a qualified opinion in the Consolidated Auditors’ Report and pursuant to the provisions of Regulation 34(2) of the Listing Regulations as amended, Statement on Impact of Audit Qualifications is given at Annexure- 3.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES Act, 2013:

Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013 are given in Annexure- 4.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT:

Particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 are given in form AOC-2 in Annexure-5.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, 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:

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

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

A) CONSERVATION OF ENERGY:

i) the Steps taken or impact on conservation of energy: The Company has taken various steps for minimization of energy consumption by putting continuous efforts towards optimization of operating and processing activities, up-gradation of plant equipment etc.

ii) the steps taken by the company for utilizing alternate sources of energy: Nil

iii) the capital investment on energy conservation equipment: Nil

B) TECHNOLOGY ABSORPTION:

i) the efforts made in technology absorption:

At the plants, technology has been fully absorbed and the plants are being operated efficiently.

ii) the benefits derived like product improvement, cost reduction, product development or import substitution:

The Company is producing quality products and is constantly making efforts to reduce cost and develop products so that it leads to import substitution.

iii) In case of imported technology (imported during the last 5 years reckoned from the beginning of the financial year):

The details of technology imported

The year of import

Whether the technology been fully absorbed

If not fully absorbed areas where this has not taken place, reasons thereof

(a)

(b)

(c)

(d)

Not Applicable

iv) the expenditure incurred on Research and Development: Nil

C) Foreign exchange earnings and outgo:

The foreign exchange earned in terms of actual inflows during the year and the foreign exchange outgo during the year in terms of actual outflows.

(Rs, in Lakh)

Particulars

31-03-2018

31-03-2017

1) FOB Value of Exports

2) CIF Value of Imports

3) Expenditure in Foreign Currency

10,325.79

2,327.81

1,015.80

13,185.79

1,907.27

954.41

Further details are given in Note 36 of the Standalone Financial Statement appearing elsewhere in the Annual Report.

STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY FOR THE COMPANY INCLUDING IDENTIFICATION THEREIN OF ELEMENTS OF RISK, IF ANY, WHICH IN THE OPINION OF THE BOARD MAY THREATEN THE EXISTENCE OF THE COMPANY:

The Risk Management Committee took note of the implementation of steps to identify, manage and mitigate the risks affecting the Company as per the Risk Management Policy.

The Audit Committee and the Board are also apprised of the risks and the measures taken by the Company to mitigate the same.

The Company has adequate insurance cover for the normal business risks.

THE DETAILS ABOUT THE POLICY DEVELOPED AND IMPLEMENTATION BY THE COMPANY ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES TAKEN DURING THE YEAR:

Details about the policy developed and implementation by the Company on Corporate Social Responsibility (CSR) initiatives taken during the year is given in Annexure- 6

The CSR Policy is available at the website of the Company. The URL for this policy is http://www. jaicorpindia.com/pdf/CSRPolicy.pdf

STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION OF PERFORMANCE HAS BEEN MADE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS:

An annual evaluation was carried out of performance of the Board, its Committees and that of the individual Directors. A structured questionnaire was prepared covering various aspects of the Board’s functioning. Inputs received from the Directors were suitably incorporated in the questionnaire. Similar exercise was carried out to evaluate the performance of individual directors and that of the Committees. Performance evaluation of Directors individually was carried out by the Board, with the Director being evaluated staying out. Independent Directors at their separate meeting evaluated the performance of the Board, the no independent directors and the Chairman. Performance of the Secretarial Department was also included in the evaluation.

The Directors expressed their satisfaction at the performance of all concerned.

THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

During the year under review, there is no change in subsidiary, joint venture or associate companies.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT:

Highlights of performance of subsidiaries, associates and joint venture companies and their contribution to the overall performance of the company during the period under report is presented in Form AOC-1 given elsewhere in the Annual Report and is not being reproduced here to avoid repetition.

CONSOLIDATED FINANCIAL STATEMENTS:

Pursuant to the provisions of the Companies Act, 2013 and in accordance with Ind AS 110 - Consolidated Financial Statements read with Ind AS 28 - Investments in Associates and Ind AS 31 - Interests in Joint Ventures, the audited consolidated financial statements are provided elsewhere in the Annual Report.

DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE ACT AND DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OF THE ACT:

Company has not accepted any deposit covered under Chapter V of the Companies Act, 2013 nor any deposit not in compliance with the requirements of Chapter V of the Companies Act, 2013.

THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

No order has been passed by any Regulator, Court or Tribunal impacting the going concern status and the Company’s operations in future.

THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has in place adequate internal control with reference to the financial statements. During the year under review, such controls were put to test and were found to be adequate.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

No fraud has been reported by the Auditors to the Audit Committee or to the Board of Directors of the Company.

EMPLOYEE RELATED DISCLOSURES:

Pursuant to the requirements of Section 197(12) of the Companies Act reads with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the information sough thereat is given in Annexure- 7

Neither the Managing Director nor the Director-Works was paid commission from the Company and they did not receive any commission from any subsidiary company.

Disclosure under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

A. Top ten employees in terms of remuneration drawn:

Name, Age, Qualification

Designation and Nature of Employment Whether contractual or otherwise

Remuneration Received (in ''

Date of Joining and experience

Particulars of last employment

Given in Annexure-7

B. Name of employee employed throughout the financial year ended 31st March 2018 and was in receipt of remuneration not less than f1,02,00,000/- or more per annum:

Name, Age, Qualification

Designation and Nature of Employment

Remuneration Received (in ''

Date of Joining and experience

Particulars of last employment

Ashok Kumar 67 Years, B. Sc. (Metallurgical Engineering)

President and Permanent

1,10,55,516/-

03/04/2006 and 44 Years

Steel Authority of India Ltd., Bokaro; Dy. General Manager

C. Name of employee employed for part of the financial year ended 31st March 2018 and was in receipt of remuneration not less than Rs, 8,50,000/- or more per month:

Name, Age,

Designation

Remuneration

Date of

Particulars of last

Qualification

and Nature of

Received

Joining and

employment

Employment

(in ''

experience

Not Applicable

D. Name of employee employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

There is no employee who was in receipt of remuneration in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS, SWEAT EQUITY, EMPLOYEE STOCK OPTION:

The Company has not issued any shares with differential rights, sweat equity or as employee stock options.

AUDIT COMMITTEE:

The Audit Committee comprises of Independent Directors Mr. K. M. Doongaji (Chairman), Dr. A. P. Shah, Mr. S.H. Junnarkar and Ms. A. A. Chitalwala. Non-executive Director, Mr. Virendra Jain is the other member of the Committee.

All recommendations made by the Audit Committee were accepted by the Board.

COST AUDIT:

Maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, is required by the Company and, accordingly, such accounts and records are made and maintained.

INTERNAL COMPLAINTS COMMITTEE:

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

INDUSTRIAL RELATIONS:

The relations with the employees remained cordial and satisfactory during the year under review.

TRANSFER OF UNPAID/ UNCLAIMED AMOUNTS TO IEPF:

Pursuant to the provisions of Section 124 of the Companies Act, 2013, the declared dividends which remained unpaid/ unclaimed for a period of 7 years along with all shares in respect of such unpaid or unclaimed dividend were transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 125 of the Companies Act, 2013.

CORPORATE GOVERNANCE:

The Company is committed to maintain highest standards of corporate governance. Your Directors adhere to the requirements of the Securities and Exchange Board of India’s corporate governance practices and has implemented all the mandatory requirements. A separate section on Corporate Governance forms part of the Annual Report. A certificate from the statutory auditors of the Company regarding compliance of the requirements of Regulation 34(3) read with Schedule V to the Listing Regulations is attached to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report portion of the Corporate Governance Report for the year under review, as stipulated under Regulation 34(3) read with Schedule V to the Listing Regulations is presented in a separate section in the Annual Report and forms a part of this Report.

OUTLOOK:

The Company has invested in entities carrying on the businesses pertaining to essential integrated urban infrastructure. These businesses relate to special economic zones, port, real estate etc. The Company also intends to focus on the asset management business carried out through its wholly-owned subsidiary. In addition, the Company is also taking steps to improve the performance and efficiency of its existing manufacturing businesses. As a result of these

factors, your Directors are confident that the Company will continue sustaining our strengths.

ACKNOWLEDGEMENT:

Your Directors express their grateful appreciation for the assistance and co-operation received from banks, financial institutions, Government authorities, customers, vendors and shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.

For and on behalf of the Board of Directors

Anand Jain

Mumbai, Chairman

13th August, 2018 DIN: 00003514

Director’s Report