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Jaihind Projects Ltd.

BSE: 531339 | NSE: JAIHINDPRO | Series: NA | ISIN: INE343D01010 | SECTOR: Construction & Contracting - Civil

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Annual Report

For Year :
2015 2014 2013 2012 2011 2010 2009 2006

Director’s Report

The Directors have pleasure in presenting their 29th Annual Report together with the Audited Statements of Accounts for the financial year ended on March 31, 2015. FINANCIAL RESULTS: (Rupees in lacs) Year ended March 31st Standalone Consolidated 2014-15 2013-14 2014-15 2013-14 Total Income 28959.61 30449.15 30122.54 33225.33 Less : Expenditure 26436.17 26877.08 28383.23 28678.16 Profit / (Loss) before Interest and Depreciation 2523.44 3572.07 1739.31 4547.17 Less : Interest 3565.79 5171.49 3566.00 5982.95 Less : Depreciation 1679.18 1124.41 1699.07 1497.87 Profit/(Loss) Before Tax (2721.53) (2723.83) (3225.76) (2933.65) Less: Provision For Taxation (929.10) (525.30) (929.86) (523.51) Profit/(Loss) After Tax (1792.42) (2198.53) (2595.90) (2410.15) OPERATIONS: - Standalone financial performance The Company has successfully achieved several milestones in the past and has continued its journey in this year too in spite of the difficult phase through which most of the Indian infrastructure industry is passing through. During the Period under review the total revenue has decreased from X 30449.15 Lacs to X 28959.61 Lacs. The year under review has been another very tough year for the Infrastructure Industries which is passing through recessionary phase in last three years. Modest growth, coupled with delays in settlement of claims/ litigations with the clients, slower industrial growth, high interest rate, delays in projects, delay in payments from clients etc. has continuously put the company into stress. Though, the Company is taking all the setbacks positively and believes to sustain corporate stability with low cost and high quality work. We strongly believe that infrastructure sector is bound to grow at a very good pace in the coming financial year. In spite of the above, your company has achieved decent Turnover of X 28959.61 Lacs, during the year 2014-15. This indicates itself that the company''s management has proved its ability to retain business, in fact added new customers, in tough times of industry. However, achievement of decent turnover by the Company did not reflect in bottom line and the company has incurred net loss of X 1792.42 lacs for the financial year 2014-15. - Consolidated Operations In accordance with the Listing Agreement provisions and Companies Act, 2013, the Consolidated Financial statements of the Company and its subsidiaries are prepared and form part of this Annual Report. During the period under review the total consolidated revenue for the year 2014-15 was X 30122.54 Lacs as against X 33225.33 Lacs for the previous year representing a decrease of X 3102.79 Lacs. For the financial year 2014-15 the Company has incurred consolidated loss of X 2595.90 Lacs against the net loss of X 2410.15 Lacs for the previous year. DIVIDEND: As your Company is under CDR, it is necessary to conserve and optimise use of resources to improve the health of the Company. Hence, your Directors regret their inability to recommend any dividend for the financial year ended March 31, 2015. RESOLUTIONS PASSED THROUGH POSTAL BALLOT: During the reporting period, your Company had obtained shareholders'' approval by passing of resolutions through Postal Ballot. The results of the Postal Ballot were announced on June 26, 2014. The details of the resolutions passed through Postal Ballot forms part of the Report on Corporate Governance, annexed to this report. AMENDMENT TO MEMORANDUM AND ARTICLES OF ASSOCIATION During the period under review, the Memorandum of Association (''MoA'') of the Company was amended to include an object in the Main object clause after an existing sub-clause (c) of clause 2 to carry on the business activities in varied field of agriculture, vegetables and fruits products. The Articles of Association (''AoA'') of the Company was also amended on account of introduction of new Companies act regime so as to reflect various new provisions in the new set of AoA. SCHEME OF COMPROMISE/ARRANGEMENT BETWEEN THE COMPANY AND ITS SECURED TERM CREDOTIRS The Board in their meeting had accorded its approval to a scheme of Compromise/Arrangement with Secured Term Creditors of the Company in hopes for possibility of appropriate re-organisation/restructuring of Debt of the Company. All the necessary approvals were obtained including Stock Exchanges. However, due to unavoidable circumstance the Company could not capitalize on it further. PREFRENTIAL ISSUE: During the year, the Company had sought and obtained necessary approvals from board and members of the Company so as to meet the requirement of critical conditions of CDR LOA, against conversion of outstanding balance of unsecured loans brought-in by Promoters. The Company was given an extended period up to 29th March, 2015 by CDR EG considering the difficulties faced by the company at the time of process of Issue. The company could not allot Equity shares to the promoter/promoter group as the further delay caused due to not according approvals by the CDR lenders, compelled the company to postpone the process. UNCLAIMED DIVIDENDS: As at March 31, 2015, dividend amounting to Rs. 7.12 lacs has not been claimed by shareholders. As per the provisions of Section 205C of the Companies Act, 1956, dividends remaining unclaimed for a period of seven years from the date of transfer to the unpaid dividend account are required to be credited to the IEPF. Dividend in respect of the financial year 2009-10 & 2010-11, for the amount of Rs. 2,99,094/- and Rs. 4,12,904/-, respectively is still lying in separate account maintained for this purpose. Shareholders are requested to claim their dividend within stipulated period of seven years. In terms of Section 205C of the Companies Act, 1956, no claim would lie against the Company or the said fund after the said transfer. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: All related party transactions that were entered during the financial year were in the ordinary course of the business of the Company and were on arm''s length basis. There were no materially significant related party transactions entered by the Company during the year with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company. DIRECTORS'' RESPONSIBILITY STATEMENT: Pursuant to the requirements of Section 134 (5) of the Companies Act, 2013, it is hereby confirmed: 1. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; 2. that selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit or loss of the Company for the period under review; 3. proper and sufficient care 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; 4. that annual accounts of the Company have been prepared on a ''going concern'' basis. 5. that internal financial controls have been laid down to be followed by the company and that such controls are adequate and were operating effectively. 6. that proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. DIRECTORS: In pursuance of Section 152 of the Companies Act, 2013 and the rules framed thereunder and as per section 6 of the Companies Act, 2013, Mr. Prakash Hinduja, Chairman and Managing Director, whilst holding office as Chairman and Managing Director and being longest in office has given his consent to retire by rotation at the ensuing annual general meeting of the Company and being eligible have offered himself for reappointment. During the period, Mr. Parimal Vasavda and Mr. Devraj Arjanani were appointed as Additional Directors being Independent Directors and their appointments are proposed to be regularized at the forthcoming Annual General Meeting untill completion of one term of five years commencing from the date as mentioned in the resolution contained in the notice attached with this Annual Report. Ms. Smita Kuber who was appointed as Nominee Director of the Company since 14.02.2015 pursuant to CDR Scheme is being appointed as Nominee Director of the Company in the ensuing AGM. Her term of office shall not be liable to determination by retirement of directors by rotation. Mr. Chetan Tolani, who was appointed as Director designated as Whole-time Director of the Company effective from 01.07.2015, is being proposed to be regularized as Director of the Company in the ensuing AGM. His term of office shall be liable to determination by retirement of directors by rotation. During the year under review Mr. Dharmendra Sheth an independent Director and Mr. Pradyuman Tiwari, Whole-time Director resigned from the Board due to pre-occupation with other activities. Mr. Gaurav Hinduja, promoter as well as Whole-time Director of the company have testified his resignation since he was unable to devote sufficient time to the company on account of having some health ailments. The Board of Directors records its sincere appreciation and recognition of the 29th Annual Report 2014-15 valuable contribution and services rendered by them during their association with the Company. Other than as stated above, there has been no other change in the Directors or the Key Managerial Personnel during the period. The Independent Directors have submitted the declaration of independence, pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section(6) of Section 149 of the Companies Act, 2013. The brief particulars of all directors, for which approval of members for their appointments or re-appointments are sought, is furnished in the statement of Corporate Governance published elsewhere in this Annual Report. MEETINGS OF BOARD OF DIRECTORS: During the Financial Year under review, the Board has met five times i.e. on 29th April, 30th May, 14th August, 14th November 2014 and 14th February 2015. CONSTITUTION AND COMPOSITION OF AUDIT COMMITTEE: As on March, 2015, the Company has constituted the Audit Committee under the Chairmanship of Mr. Akhilesh Negi an Independent Director and Mr. Parimal Vasavda Independent Director and Mr. Gaurav Hinduja, Non-executive Director as Members of the Committee. VIGIL MECHANISM: The Company has adopted a Vigil Mechanism in form of whistle blower policy. It aims at providing means to employees to raise complaints and to receive feedback on any action taken and seeks to reassure the employees that such vigil mechanism shall provide for adequate safeguards against victimization of directors and employees who avail of such mechanism and also make provisions for direct access to the Chairperson of Audit Committee in exceptional cases. This neither releases employees from their duty of confidentiality in the course of their work nor can it be used as a route for raising malicious or unfounded allegations against people in authority and / or colleagues in general. RISK MANAGEMENT: The Company has already in place, a Risk Management Plan. Brief details of various types of risk are provided in the Management Discussion and Analysis section of the Annual Report. AUDITORS & AUDITORS REPORT: A) STATUTORY AUDITOR: In the current financial year, M/s. R.K. Doshi & Co., Chartered Accountants, Rajkot, had resigned as Statutory Auditors of the Company. The Board in their meeting held on 10th July, 2015, appointed M/s. N.K. Aswani & Co., Chartered Accountants, Ahmedabad, as Statutory Auditors of the Company to to conduct the Statutory Audit for the F.Y 2015-16, however, subject to ratification by way of approval of the members in upcoming AGM of the company to be convened within three months from the Board/Audit Committee''s recommendation. Considering the coinciding of the general meeting and the Annual General Meeting, it is proposed that the appointment of M/ s. N.K. Aswani & Co., Chartered Accountants, Ahmedabad be made as the Statutory Auditors of the Company until the conclusion of next Annual General Meeting, M/s N.K. Aswani & Co., Chartered Accountants, hold office until the conclusion of the ensuing annual general meeting and are recommended for re-appointment 5(five) consecutive years from the date of the 29 Annual General Meeting (AGM) for a term upto the conclusion of 34th AGM of the Company in the Calendar year 2020 (subject to ratification of the appointment by the members at every AGM held after this AGM). The company has obtained a certificate from M/s. N.K. Aswani & Co., Chartered Accountants, to the effect that their proposed re-appointment, if made, would be in accordance and conformity with the limits as specified in that section. The statutory auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of The Institute of Chartered Accountants of India. Auditors'' Qualifications and Management''s Reply: Auditors'' observations in the Financial Statements for the year ended on 31st March, 2015 a) the Company has recognized revenue of Rs. 16,415.59 lacs on certain projects arising out of deviation in designs and/or scope of work, liquidity damage/PRS for which acceptance by the clients are awaited. The amount of such certification cannot therefore be measured reliably. In the absence of sufficient appropriate audit evidence regarding the extent to which such claims/scope variations will be accepted by the clients, we are unable to comment on the appropriateness of such revenue as recorded in the financial statements, the amounts that will be ultimately realised and the consequent impact, if any, on the reported loss for the year ended March 31, 2015 and corresponding assets and liabilities as at that time. MANAGEMENT RESPONSE:- Revenue of Rs. 16,415.59 lacs pertains to the work executed by the Company, claims for fixed extended stay charges, AHR items, refund of liquidity damage/PRS due to cost over-run, deviation in design and change in scope of work, equipment rental, etc. These claims have been raised based on actual work execution, terms of contract and generally accepted business practice, for which Company is at various stage of negotiation/discussion on a continuing basis. The Company is also pursuing simultaneously option of arbitration. The Company has been legally advised that it has good case on merit in respect of these matters. Considering the contractual tenability, progress of negotiation/discussion with the clients, the management is confident of approval/acceptance of the claims. b) bank guarantee invoked by Arabian Pipeline Projects Company (APPCO) of Rs. 6,051.04 lacs. The Company has not made any provision in its financial statements in respect of bank guarantee invoked. The Company has filed the suit before Hon''ble City Civil Court, Ahmedabad against the invocation of bank guarantee and the Hon''ble Court has granted stay. The Company has also referred the dispute to The London Court of International Arbitration for arbitration. In view of the pending litigation and uncertainty of outcome of such pending litigation, we are unable to quantify and comment upon the liability that may devolve on the Company on account of such invoked bank guarantee. Our audit opinion on the financial statement for the year ended March 31, 2015 is qualified in respect of above matter. MANAGEMENT RESPONSE:- The Company was awarded project execution work of Saline Water Conversion Corporation (SWCC) at Kingdom of Saudi Arabia jointly with Arabian Pipeline Projects Company (APPCO). As per the terms of the contract the Company had provided bank guarantee to Arabian Pipeline Projects Company (APPCO) and Arabian Pipeline Projects Company (APPCO) provided collective bank guarantee to Saline Water Conversion Corporation (SWCC). The Company successfully executed the project for two and half year. However Arabian Pipeline Projects Company (APPCO) was failing to provide the site clearance as per agreed terms in time and as a result the Company was not able to execute its part of contract. The project was proceeding slowly for no fault of the Company, resulted into cash crunch at Kingdom of Saudi Arabia site due to less turnover against the resources deployed without improvising/ making good the deficiencies and draw back on the part of Arabian Pipeline Projects Company (APPCO), the Company was issued notices by Arabian Pipeline Projects Company (APPCO) for various alleged defaults. To resolved the differences an understanding was arrived at between the Company and Arabian Pipeline Projects Company (APPCO) for execution of balance work by Arabian Pipeline Projects Company (APPCO). However Arabian Pipeline Projects Company (APPCO) could not execute the project satisfactorily and the progress of the work became very slow. The Arabian Pipeline Projects Company (APPCO) instead of improving upon its function at Kingdom of Saudi Arabia site, invoked BG of Rs. 6,051.04 lacs given by the Company against the terms and condition of understanding. The Company believes that this invocation is in violation of the terms of the agreement entered into with the Arabian Pipeline Projects Company (APPCO), moreover Saline Water Conversion Corporation (SWCC) has not invoked BG. The Company has disputed the BG invocation by Arabian Pipeline Projects Company (APPCO) before Hon''ble Civil Court, Ahmedabad. The Civil Court has granted stay on payment of bank guarantee till the final disposal of the suit. The Company has also referred the matter for arbitration before The London Court of International Arbitration as provided in the terms of contract. Pending the legal proceedings in the above matter, the Company has not given effect to the bank guarantee invoked by the Arabian Pipeline Projects Company (APPCO). c) invocation of bank guarantee of Rs. 4,738 lacs by Brahmaputra Cracker and Polymer Limited (BCPL) on April 17, 2015. The Company has not made any adjustment in respect of bank guarantee invoked, which constitutes departure from the Accounting Standard (AS)-4 on Contingencies and Events Occurring After the Balance Sheet Date, issued by the ICAI, which requires adjustment to be made in assets and liabilities for events occurring between the balance sheet date and the date on which financial statements have been approved. MANAGEMENT RESPONSE:- In respect of the contract work awarded by Brahmaputra Cracker and Polymer Limited (BCPL), the Company has raised claims of Rs. 39,899.91 lacs on Brahmaputra Cracker and Polymer Limited (BCPL) on account of client caused delay, deviation in design and change in scope of work etc. which are disputed by the client. The Company has referred the matter to arbitration. In the meantime Brahmaputra Cracker and Polymer Limited (BCPL) has invoked the bank guarantee of Rs. 4,738 lacs on April 17, 2015. Since the matter is pending before arbitration the Company has not given effect to the Assets and Liabilities as required under Accounting Standard (AS)-4 on Contingencies and Events Occurring After the Balance Sheet Date, issued by the ICAI. d) The Company has made investments in its subsidiaries aggregating to Rs. 665.00 lacs reported under Non-Current Investments. There is erosion of net worth, current year losses, legal cases by lenders and creditors against the said subsidiaries, which may result into the permanent diminution in the value of investments. In spite of this, the Company has reported these investments at cost. This constitutes departure from Accounting Standard (AS)-13 Accounting for Investment issued by the ICAI, which requires ascertainment and provision for diminution, other than temporary, in the carrying amount of investment MANAGEMENT RESPONSE:- The Company has made investments in its subsidiaries aggregating to Rs. 665.00 lacs reported under Non-Current Investments. Though there is erosion in the net worth, current year losses, legal cases by lenders and creditors against the said subsidiaries, based on the management''s internal assessment regarding survival of the said subsidiaries, assessment regarding recovery of claims and dues from the customers, and legal opinion obtained by the management the diminution in value is temporary. Hence, the investments are valued at cost. e) The Company has reversed Interest expense of Rs. 754.11 lacs on loans from banks by way of credit to Interest Expenses in statement of profit and loss account for which confirmations from the bank are not made available, resulting into the understatement of loss and liabilities by Rs. 754.11 lacs. MANAGEMENT RESPONSE:- The Company had executed CDR agreement with its principal lenders but could not comply with the terms of the scheme for repayment of principal and interest, resulting into account becomes NPA. Hence, the Company has reversed Interest expense of Rs. 754.11 lacs on loans from banks by way of credit to Interest Expenses in statement of profit and loss account. f) The Company has not provided interest on amounts borrowed from the NBFCs aggregating to Rs. 2215.02 lacs as on March 31, 2015 (Previous year Rs. 3033.10 lacs). As balance confirmation and / or statement of loan accounts from NBFCs are not made available to us, we are unable to ascertain the impact of non-provision of interest on amounts borrowed from NBFCs on financial statements. The amount due to NBFCs is disclosed based on the information available with the management and subject to reconciliation. MANAGEMENT RESPONSE:- The Company could not repay principal and interest due to NBFCs as per the terms of the sanction since January-2015 resulting into account becoming NPA. Hence no provision of interest on loans from NBFCs aggregating to Rs. 2,215.02 lacs as on March 31, 2015 (Previous year Rs. 3,033.10 lacs) has been made. g) pending confirmation of balances in respect of Trade Payables, Other Current Liabilities, Long Term Loans & Advances, Trade Receivables, Short Term Loans & Advances and Other Current Assets, we are unable to comment on the impact of arising out of reconciliation/ adjustments, if any, required upon such confirmation. MANAGEMENT RESPONSE:- The Company is yet to obtain balance confirmations from some of the debtors, creditors and parties to whom advances and deposits have been given. Adjustments, if necessary, will be made on receipt thereof. h) write back of old liabilities of Rs. 1,353.21 lacs and write off of old receivables of Rs. 397.28 lacs. In absence of adequate supporting documents, we are unable to comment on effect of the same in financial statements of the Company. MANAGEMENT RESPONSE:- There were old outstanding liabilities amounting to Rs. 1,353.21 lacs which were disputed / agitated by the Company for various reasons. There were old receivables and dues of Rs. 397.28 lacs which were in disputes. The Company had continuous verbal and written communication / representation and follow up without any success. These dues and receivables are older than three years. Based on the internal assessment and a legal opinion, the Company has written back the liabilities of Rs. 1,353.21 lacs and written off receivables of Rs. 397.28 lacs in the standalone financial statements. i) uncertainties relating to recoverability of trade receivable aggregating to Rs. 12,013.96 lacs recognized in the earlier years in respect of project which are suspended or substantially closed and where the claims are currently under negotiations/arbitration/litigation. Pending the ultimate outcome of these matters, which is presently unascertainable, no adjustments have been made in the accompanying standalone financial statements. Our opinion is qualified in respect of this matter. MANAGEMENT RESPONSE:- Trade receivable of Rs. 12,013.96 lacs outstanding as at March 31, 2015 representing various claims raised in earlier years, based on the terms and conditions implicit in the contracts and receivables in respect of closed/suspended projects. These claims are mainly in respect of fixed extended stay charges, AHR items, refund of liquidity damage/PRS due to cost over-run, deviation in design and change in scope of work, equipment rental etc, for which the Company is at various stage of negotiation/discussion with clients or under arbitration. The Company has been legally advised that it has good case on merit in respect of these matters. Considering the contractual tenability, progress of negotiation/ discussion with the clients, the management is confident of recovery of these receivables. j) the assets, liabilities, revenue and expenditure of project at Kingdom of Saudi Arabia (KSA) accounted for in the financial statements on the basis of unaudited financial information of project at Kingdom of Saudi Arabia (KSA) available with the Company because of the reasons stated therein. We have not carried out audit procedures to verify the financial figures of this shared project accounted for in the financial statements of the Company. The financial statements of project at Kingdom of Saudi Arabia (KSA) are reported on the basis of management''s internal assessment and legal opinion obtained by the Company, and we are unable to comment and give any opinion on the transactions/ balances accounted for in the books of accounts of the Company. MANAGEMENT RESPONSE:- The Company was awarded project execution work of Saline Water Conversion Corporation (SWCC) at Kingdom of Saudi Arabia jointly with Arabian Pipeline Projects Company (APPCO) There were major dispute with Arabian Pipeline Projects Company (APPCO) for execution of the projects, co-ordination of work, delay in execution, cost overrun and deviation in design and change in scope of work. Bank guarantee of Rs. 6,051.04 lacs was invoked by the Arabian Pipeline Projects Company (APPCO) which is disputed by the Company. The Company has raised Claims of Rs. 42,292.77 lacs on Arabian Pipeline Projects Company (APPCO) for client caused delay, deviation in design, change in scope of work and equipment rental which is disputed by the Arabian Pipeline Projects Company (APPCO). The Arabian Pipeline Projects Company (APPCO) has taken over the control of the sites, assets, liabilities and project work allocated to Jaihind Projects Limited. The Company has referred this matter to The London Court of International Arbitration for arbitration. Since the matter is in dispute and Company does not have access to the financial statements and supporting of Joint project with Arabian Pipeline Projects Company (APPCO), the assets, liabilities, revenue and expenditure of project at Kingdom of Saudi Arabia are accounted for in the financial statements on the basis of unaudited financial information for project at Kingdom of Saudi Arabia available with the Company and it is summarized below. Based on the management''s internal assessment and legal opinion obtained by the Company, the Company is fairly certain of realization of assets and dues from client as reported in these financial statements. B) SECRETARIAL AUDITOR:- Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s. A. S. Solanki & Associates, Company Secretary in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as Annexure C for the financial year ended on 31st March, 2015. C) COST-AUDITOR:- Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, your Directors had, on the recommendation of the Audit Committee, appointed Heena Doshi & Associates, Cost Accountants (Firm Registration number 000347) for the financial year 2015-2016 at a remuneration of Rs. 40,000 per annum. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution seeking Member''s ratification for the remuneration payable to M/s Heena Doshi & Associates, Cost Accountants is included at Item No. 10 of the Notice convening the Annual General Meeting. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS: Report on Corporate Governance and Management Discussion and Analysis Report for the year under review, together with a Certificate from the Practicing Professional regarding compliance of the conditions of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. SUBSIDIARY COMPANIES: The Company has 4 subsidiaries and 1 JV as of March 31, 2015. There was no material change in the nature of the business carried on by the subsidiaries. As per the provisions of Section 129 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the financial statements of the subsidiary Companies/ Associate Companies/Joint Ventures is prepared in Form AOC-1 and is attached to the Financial Statements of the Company. In accordance with the provisions of the Companies Act, 2013, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies will make available based on written request by the members and are not attached with the Annual Accounts of the Company. The annual accounts of the subsidiary companies will also be kept open for inspection by any member at the registered office of the Company and that of the respective subsidiary companies. Your company has the following subsidiary Companies. Sr. No. List of Subsidiaries 1 Jaihind Infra Tech Projects Private Limited 2 Jaihind Green Energy Limited 3 Jaihind Offshore Services Private Limited 4 Jaihind Engineering Private Limited FORMATION OF VARIOUS COMMITTEES: Details of various committees constituted by the Board of Directors in line with the Companies Act, 2013 and SEBI circular dated 17th April, 2014 are given in the Corporate Governance Report annexed which forms part of this report. PARTICULARS OF EMPLOYEES: The information required under section 197 (12) read with Rule 5 (2) & (3) of Companies (Appointment & Remuneration) Rules, 2014 of the Companies Act, 2013 the names and other particulars of employees is not applicable to the Company , as no employees drawing remuneration of Rs. 60,00,000/- or more per annum employed throughout the year or Rs. 5,00,000/- or more per month employed for a part of the year. DISCLOSURE OF PARTICULARS CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, ADOPTION & FOREIGN EXCHANGE EARNINGS & OUTGO: Information as per Section 134 read with Rule 8 of the Companies (Accounts) Rules, 2014 for the financial year ended March 31, 2015.relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are given in Annexure ''A'', forming part of this Report. GENERAL: Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: 1. Details relating to deposits covered under Chapter V of the Act. 2. Issue of equity shares with differential rights as to dividend, voting or otherwise. 3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme. 4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries. 5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future. 6. No Loans, Guarantees, or Investments given / made during the Financial Year ended 31st March, 2015. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. EXTRACT OF ANNUAL RETURN: The Extract of Annual Return of the Company in Form MGT-9 for the Financial Year ended 31st March, 2015 is given in Annexure - B and forms part of the Directors'' Report. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT: As per the provisions of the Section 204(1) of the Companies Act, 2013, the Company has appointed M/s. A.S. Solanki & Associates, Practicing Company Secretaries to conduct Secretarial Audit of the records and documents of the Company. The Secretarial Audit Report for the Financial Year ended 31st March, 2015 in Form No. MR-3 is annexed to the Directors Report - Annexure - C and forms part of this Report. The observations of the Secretarial Auditors in their report are self-explanatory and do not require any comments. CORPORATE SOCIAL RESPONSIBILITY (CSR): The Company has formed a CSR Committee comprising of Mr. Akhilesh Negi as Chairman and Mr. Prakash Hinduja and Mr. Gaurav Hinduja, as other members during the year under review. Given stressed financial condition of the business, the Company does not have to make any obligatory contributions towards CSR from a regulatory perspective. ACKNOWLEDGEMENT: Your Directors take this opportunity to thank the Financial Institutions, Banks, Central and State Government authorities, Regulatory authorities, Stock Exchanges and all the various stakeholders for their continued co-operation and support to the Company. Your Directors also wish to record their appreciation for the continued co-operation and support received from the Joint Venture partners/Associates. For and on behalf of the Board of Directors Prakash L. Hinduja Date : 14.08.2015 Chairman & Managing Director Place : Ahmedabad [DIN: 01688850]

Director’s Report