You are here » Home » Companies » Company Overview » Hinduja Ventures Ltd

Hinduja Ventures Ltd.

BSE: 500189 Sector: Others
NSE: HINDUJAVEN ISIN Code: INE353A01023
BSE LIVE 14:28 | 22 Aug 469.50 -3.20
(-0.68%)
OPEN

469.00

HIGH

470.00

LOW

468.00

NSE 15:31 | 22 Aug 465.50 -5.20
(-1.10%)
OPEN

480.00

HIGH

483.75

LOW

465.10

OPEN 469.00
PREVIOUS CLOSE 472.70
VOLUME 401
52-Week high 600.70
52-Week low 417.80
P/E 9.26
Mkt Cap.(Rs cr) 965
Buy Price 458.05
Buy Qty 90.00
Sell Price 471.00
Sell Qty 1.00
OPEN 469.00
CLOSE 472.70
VOLUME 401
52-Week high 600.70
52-Week low 417.80
P/E 9.26
Mkt Cap.(Rs cr) 965
Buy Price 458.05
Buy Qty 90.00
Sell Price 471.00
Sell Qty 1.00

Hinduja Ventures Ltd. (HINDUJAVEN) - Director Report

Company director report

To the Members

Your Directors have pleasure in presenting the Thirty First Annual Report and Company'sAudited Financial Statements for the financial year ended March 312016.

FINANCIAL HIGHLIGHTS:

(Rs. in Crores)

Consolidated

Standalone

For the year ended March 31 2016 2015 2016 2015
Total Income 679.98 786.11 332.48 110.45
Total Expenses 776.26 816.23 208.37 17.13
(Loss) / Profit before tax (96.28) (30.12) 124.11 93.32
Exceptional/Extraordinary Income/(Expense) (Net) 43.69 (6.20) - -
(Loss) / Profit before tax (52.59) (36.32) 124.11 93.32
Provision for tax (incl. deferred tax) 37.60 27.47 23.52 0.73
(Loss) / Profit after tax (90.19) (63.79) 100.59 92.59
Minority Interest (8.98) (82.05) - -
(Loss)/ Profit after Minority Interest (81.21) 18.26 100.59 92.59

REVIEW OF OPERATIONS AND STATE OF AFFAIRS:

On a Consolidated basis the total income for the financial year 2015-16 at Rs. 679.98Crores was lower by 13.50% over last year (Rs. 786.11 Crores in 2014-15). Earning beforeinterest tax depreciation amortization (EBITDA) and exceptional income / (expense) wasRs. 125.79 Crores over EBITDA and exceptional income / (expense) of Rs. 146.75 Crores in2014-15. Net loss after tax and minority interest increased to Rs. 81.21 Crores fromprofit of Rs. 18.26 Crores during 2014-15.

On a Standalone basis the total income for the financial year 2015-16 at Rs. 332.48Crores was higher by 201% over last year (Rs. 110.45 Crores in 2014-15). The increase intotal income was due to sale of set top boxes. Earning before interest tax depreciationand amortization (EBITDA) was Rs. 163.82 Crores registering a growth of 72.84% over EBITDAof Rs. 94.78 Crores in 2014-15. Profit after tax (PAT) increased by 8.64% to Rs. 100.59Crores over PAT of Rs. 92.59 Crores in 2014-15.

DIVIDEND:

The Board of Directors on March 14 2016 declared an interim dividend of Rs. 17.50(i.e. 175%) on each fully paid up Equity Share of Rs. 10/- each for financial year 2015-16which was paid to Members whose names appeared on the Register of Members of the Companyon March 29 2016. Your Directors have recommended interim dividend as the final dividendfor the financial year 2015-16. The interim dividend involved a cash outflow of Rs. 43.30Crores including dividend distribution tax representing 43.04% of the current yearearnings.

TRANSFER TO RESERVES:

Your Company does not propose to transfer amounts to the general reserves out of theamount available for appropriation and an amount of Rs. 57.29 Crores is proposed to beretained in the profit and loss account.

REVIEW OF INDIAN ECONOMY:

The year 2015-16 was a year of consolidation and ensuring implementation of variousgrowth oriented policies introduced by the Government. This was also the year where theGovernment's key objective was to ensure macro - economic stability. The economy saw itsfair share of turbulence during this period with factors such as a weak monsoon risingNonPerforming Asset (NPAs) of banks and other short term factors.

During the year inflation continued to increase moderately. Government forecastestimates point to the economy growing at 7.60% in financial year 2015-16.

Despite short term hiccups India's economy is on track to be one of the fastestgrowing economies in Asia. Resilient domestic demand and a limited reliance on theexternal sector are expected to fuel a pickup in growth in the next fiscal year. Whilepublic investment and urban consumption were the major drivers of growth in the financialyear 2015-16 a revival of private investment and rural consumption is critical if growthis to remain strong in the financial year

2016-17 given the likely sluggish recovery in the advanced economies and the anemicoutlook for global trade.

As per estimates by the Asian Development Bank (ADB) growth is expected to pick up abit to 7.80% in the financial year 2016-17 helped by the Government's strengthening ofpublic sector bank's capital and operations private investment benefiting from corporatedeleveraging the financing of stalled projects and an uptick in bank credit.

INVESTMENTS:

Hinduja Energy (India) Limited (HEIL):

India ranks third just behind US and China among 40 countries with renewable energyfocus on the back of strong focus by the Government on promoting renewable energy andimplementation of projects in a time bound manner. Total capacity of renewable energyplants in India stood at 42850 megawatts as on April 30 2016 thereby surpassing the42783 megawatts capacity of large hydroelectricity projects in the country. Cumulativesolar installations in India crossed the 7.5 gigawatt (GW) mark in May 2016 about 2.2 GWmore than all of the solar installations in 2015. The Indian power sector has aninvestment potential of Rs. 15 trillion (US$ 222.36 billion) in the next 4-5 yearsthereby providing immense opportunities in power generation distribution transmissionand equipment.

HEIL is planning to make a foray into renewable and solar energy business.

Hinduja National Power Corporation Limited (a subsidiary of HEIL) is in the process ofcommissioning its Greenfield 1040 MW Thermal Power Project in Visakhapatnam which isexpected to be commissioned by the end of June 2016 thus creating value addition for itsinvestors this year onward.

SUBSIDIARIES:

Media:

Grant Investrade Limited (GIL):

GIL has successfully set up the infrastructure for the Headend-in-the-Sky("HITS") project.

While GIL was on schedule to launch the HITS platform as per the timelines prescribedby the Government of India for Phase III of the digitalization programme multiple courtcases filed by cable operators has somewhat delayed the whole process of digitalization.This has delayed the entire project. However the Company has used this time to test runits operations in different areas and the operations have been found successful and readyfor full-fledged implementation once there is clarity on the discontinuance of analoguesignals in these markets by the broadcasters.

Owing to this uncertainty in the digitalization program the operations for almost thewhole year were in a project mode without commencement of any commercial operations. TheCompany expects to start the commercial operations in this fiscal year once all the legalhurdles are cleared.

IndusInd Media & Communications Limited (IMCL):

During the year most Multiple System Operators (MSOs) concentrated on improving theiroperating models in Phase I and II cities as per a recent KPMG report. The report alsogoes on to state that the distribution industry appears to be split about the role of theregulator - whether there should be more regulation on pricing or whether de-regulationand price forbearance are the need of the hour. The report also states that going forwardthe implementation of the Telecom Disputes Settlement and Appellate TribunalRs.s (TDSAT)order that all content deals between broadcasters and distributors have to benon-discriminatory in nature is likely to significantly impact the distribution economics.The industry therefore while on the one side is getting more stable with respect tobusiness processes is now exposed to uncertainty on the pricing front. The coming monthsshould provide more clarity in these areas.

IMCL during the year focused on the following;

a) Continued consolidation of its business processes and improved customer service forPhase I and II cities of digitization;

b) Expansion in Phase III markets.

With respect to consolidation of business processes the Company has converted morethan 90% of its cable operator base to a pre-paid payment mode. Online payments and overthe counter cash collection by banks constitute more than 60% of the pre-paid collectionsduring the year. This is a significant achievement and now allows the business teams toshift focus from pure collection management to business innovation and business growth.In order to improve customer satisfaction IMCL came out with innovative packaging with amix of base and A-la-carte offers enabling the viewers to get good value for money byallowing them to select the content of their choice.

As regards to expansion in the Phase III markets due to the uncertainty arising out ofthe numerous court cases filed with respect to digitization the expansion process hasslowed down but the Company expects it to pick up pace once this uncertainty is resolved.

FUTURE OUTLOOK - MEDIA AND CABLE TV SECTOR:

The Media and Entertainment industry continued to see growth in the calendar year 2015and is expected to continue to grow significantly. India's television industry is expectedto maintain its strong growth momentum led by subscription revenues representing ayear-on-year growth of about 13.20%. The Government of India has supported Media andEntertainment industry's growth by taking various initiatives such as digitizing the cabledistribution sector to attract greater institutional funding increasing FDI limit from74% to 100% in cable and DTH satellite platforms and granting industry status to the filmindustry for easy access to institutional finance.

The Media and Entertainment industry is expected to grow at a Compound Annual GrowthRate (CAGR) of 14.30% by 2020. This growth is driven by a growth in every component of theindustry be it Television Print Media Films Radio or Digital Advertising.

TELEVISION INDUSTRY:

Television registered a growth of 14.20% led by a strong growth in advertising. Thisindustry is expected to grow at a CAGR of 15.10% as advertising revenues will continue toshow robust growth though delays in digitization would mean that subscriber growth wouldbe slower than anticipated earlier. Despite this the number of TV households in Indiaincreased to 175 million in calendar year 2015 implying a TV penetration of 62% as perthe recent KPMG report.

India is today the second largest television market after China. However challenges inimproving addressability and increasing monetization continue to trouble the industry.

Despite the introduction of Digital Addressable System (DAS) the anticipatedimprovement in addressability improvement in subscription revenue and more equitablesharing of subscription revenue are being realized at a slow pace.

AMALGAMATION OF IDL SPECIALITY CHEMICALS LIMITED WITH THE COMPANY:

The HonRs.ble High Court Bombay on October 30 2015 sanctioned the Scheme ofAmalgamation of IDL Speciality Chemicals Limited (IDL) a wholly owned subsidiary of theCompany with your Company pursuant to Section 391 and 394 of the Companies Act 1956.

The Scheme came in to effect from November 25 2015. The entire business and whole ofthe undertaking of IDL stands transferred and vested in the Company with effect from April01 2015 being the appointed date of the said Scheme.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:

During the year under review companies listed below have become or ceased to beCompany's subsidiaries and associate companies:

1) Amaravara IN Digital Media Services Private Limited became subsidiary of IMCL witheffect from April 012015.

2) IDL Speciality Chemicals Limited merged with the Company with effect from April012015.

3) Planet E-shop Holdings India Limited ceased to be a associate company with effectfrom March 24 2016.

A statement containing the salient features of the financial statement of subsidiary /associate / joint venture companies is provided in Form AOC-1 annexed as Annexure"A" to this report. The audited financial statements including consolidatedfinancial statements of the Company and all other documents required to be attachedthereto may be accessed on the Company's website at the link:http://www.hindujaventures.com/en/ inv/financial_r.html. The financial statements of eachof the subsidiary may also be accessed on the Company's website at the link:http://www.hindujaventures.com/ en/inv/annual_r.html. These documents will also beavailable for inspection on all working days except Saturday and Sunday and PublicHolidays at the Registered Office of the Company.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Companies Act 2013 (the "Act") and AccountingStandard (AS) 21 on Consolidated Financial Statements read with AS-23 on Accounting forInvestments in Associates and AS-27 on Financial Reporting of Interest in Joint Venturesthe Audited Consolidated Financial Statements are provided in the Annual Report.

NATURE OF BUSINESS:

Your Company is engaged in the business of media real estate and treasury. There wasno change in the nature of the business of the Company during the year under review.

WHOLE-TIME DIRECTOR AND CHIEF FINANCIAL OFFICER CERTIFICATION:

The Whole-Time Director (WTD) and Chief Financial Officer (CFO) of the Company giveannual certification on financial reporting and internal control to the Board of Directorsin terms of Regulation 17(8) read with Part B of Schedule II of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 (the "ListingRegulations"). The said certificate is annexed as Annexure "B" to thisreport.

The WTD and CFO of the Company also give quarterly certification on financial resultswhile placing the financial results before the Board of Directors in terms of Regulation33(2) of the Listing Regulations.

All Board Members and Senior Management Personnel have affirmed compliance with theCode of Conduct for the year 2015-16. A declaration to this effect as required underregulation 26(3) read with Schedule V (D) of the Listing Regulations from the Whole-TimeDirector of the Company is annexed as Annexure "C" to this report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

Considering the nature of the business of your Company there are no particulars to bedisclosed relating to the Conservation of Energy Research and Development and TechnologyAbsorption pursuant to Section 134(3) (m) of the Act during the year under review.

The details of Foreign Exchange Earnings and Outgo are annexed as in Annexure"D" to this report.

CORPORATE GOVERNANCE:

As required under Regulation 34 read with Schedule V of the Listing Regulations adetailed report on Corporate Governance is annexed as Annexure "E" to thisreport.

The Statutory Auditors of your Company have examined the Company's compliance ofconditions of Corporate Governance and have certified the same as required under ScheduleV(E) of the Listing Regulations. The certificate is annexed as Annexure "F" tothis report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34 read with Schedule V of the Listing Regulations a separateManagement Discussion and Analysis Report covering a wide range of issues relating toindustry trends Company performance SWOT analysis business outlook etc. is annexed asAnnexure "G" to this report.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits from the public within the meaning ofChapter V of the Act and as such no amount of principal or interest was outstanding as onthe balance sheet date.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

Your Company maintains an adequate system of internal financial controls with referenceto financial statements to ensure that all assets are safeguarded against loss fromunauthorized use or disposition. Company policies guidelines and procedures are in placeto ensure that all transactions are authorized recorded and reported correctly. Detailsof the same are provided in the Management Discussion and Analysis Report which is annexedas Annexure "G" to this report.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9 are annexedherewith as Annexure "H" to this report.

LOANS GUARANTEES AND INVESTMENTS:

Particulars of loans given investments made guarantee given and security provided aregiven in note nos. 12 and 17 of the Notes to the Standalone Financial Statements.

RELATED PARTY TRANSACTIONS:

All transactions entered by the Company with the related parties during the financialyear 2015-16 were in the ordinary course of business and on an arm's length pricing basis.

During the year the Company has not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions. Suitable disclosuresas required under AS-18 have been made in note no. 32 of the Notes to the StandaloneFinancial Statements.

Since all the transactions/ contracts/ arrangements of the nature as specified inSection 188(1) of the Act entered by the Company during the year under review with relatedparty/(ies) are in the ordinary course of business and on an arm's length basis noparticulars in Form AOC-2 have been furnished as Section 188(1) of the Act is notapplicable.

All related party transactions are presented to the Audit Committee and Board ofDirectors. prior omnibus approval is obtained in respect of transactions which arerepetitive in nature and entered in the ordinary course of business and on an arm's lengthbasis.

The Related Party Transactions policy as approved by the Board of Directors isdisclosed on the Company's website at the web link: http://www.hindujaventures.com/en/inv/pdf/policy-related-party-transactions.pdf

DIRECTOR'S RESPONSIBILITY STATEMENT:

Your Directors to the best of their knowledge and belief and according to theinformation explanation and representation obtained by them and after due enquiry makethe following statements in terms of Section 134(3)(c) and 134(5) of the Act that:

a) in the preparation of the annual accounts for the year ended March 31 2016 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2016 and of the profit ofthe Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

At the previous Annual General Meeting of the Company held on September 23 2015 theMembers approved the appointment of:

a) Mr. Prashant Asher (DIN: 00274409) as an Independent Director of the Company for aperiod of five years with effect from September 232014.

b) Ms. Bhumika Batra (DIN: 03502004) as an Independent Director of the Company for aperiod of five years with effect from March 11 2015.

c) Mr. Sudhanshu Tripathi (DIN: 06431686) as Director of the Company.

During the year Mr. Prakash Shah Independent Director (DIN: 00120671) resigned as aDirector with effect from April 24 2015 and Mr. Ramkrishan P. Hinduja Director (DIN:00278711) ceased to be a Director due to retirement at the last Annual General Meetingwith effect from September 23 2015. The Board places its gratitude for their valuablecontributions during their tenure as Directors of the Company.

In accordance with the provisions of Section 152(6) of the Act and in terms of theexisting Articles of Association of the Company Mr. Ashok Mansukhani Director (DIN:00143001) will retire by rotation at the ensuing Annual General Meeting and beingeligible and offers himself for re-appointment.

In accordance with the provisions of Section 161(1) of the Act and Article 124 of theexisting Articles of Association of the Company Mr. Anthony DRs.Silva (DIN: 06404665) wasappointed as an Additional Director with effect from September 23 2015.

The Company has received a notice under Section 160 of the Act along with the requisitedeposit proposing the appointment of Mr. Anthony DRs.Silva as a Director of your Company.The resolution seeking the approval of the Members for appointment of Mr. AnthonyDRs.Silva as Director has been incorporated in the notice of the ensuing Annual GeneralMeeting of the Company along with the particulars of his appointment in the mannerprescribed.

The Independent Directors of your Company have submitted a declaration confirming thateach of them meets the criteria of independence as laid down under Section 149(6) of theAct and Regulation 16(1)(b) of the Listing Regulations and there has been no change in thecircumstances which may affect their status as Independent Director during the year.

Mr. Ashok Mansukhani Whole-Time Director Mr. Amar Chintopanth Chief FinancialOfficer and Mr. Hasmukh Shah Company Secretary of the Company were designated as"Key Managerial Personnel" of the Company.

BOARD MEETINGS HELD DURING THE YEAR:

During the year seven (7) meetings of the Board of Directors were held. The details ofthe meetings are furnished in the Corporate Governance Report which is annexed as Annexure"E" to this report.

BOARD EVALUATION:

Your Company has devised a formal process which was adopted by Board of Directors forannual evaluation of the Board of Directors its

Committees Independent / Individual Director(s) based on the criteria laid down by theNomination and Remuneration Committee pursuant to the provision of Act and ListingRegulations. During the year under review each Board Member completed a confidentialquestionnaire providing vital feedback on how the Board of Directors currently operatesand how it can improve its effectiveness.

The annual evaluation criteria/ survey comprised the following parameters:

• Exercising independent judgement/ view on potential conflict of interest ofmanagement Board Members and the promoters and safeguarding interest of minorityMembers;

• Understanding of nature and role of Independent Director's position;

• Offering constructive contribution to the Board of Director's discussion anddeliberations based on his/ her expertise and domain knowledge;

• Non-partisan appraisal of issues;

• Own recommendations given professionally without tending to majority or popularviews;

• Commitment to role and fiduciary responsibilities as a Board Member;

• Attendance at the Meetings and preparedness for the Meetings.

In a separate meeting of Independent Directors performance of Non-IndependentDirectors performance of the Board of Directors as a whole and performance of theChairman was evaluated taking in to account the views of executive directors andnon-executive directors. The same was discussed in the Board Meeting that followed themeeting of the Independent Directors at which the performance of the Board of Directorsits committees and individual directors without participation of relevant Director(s) wasalso discussed.

COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION:

The Company's policy on Directors appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the Corporate GovernanceReport which forms part of this report.

COMPOSITION OF AUDIT COMMITTEE:

The details pertaining to composition of Audit Committee are included in the CorporateGovernance Report which forms part of this report.

AUDITORS:

Statutory Auditors:

At the Thirtieth Annual General Meeting of the Company held on September 23 2015 M/s.Deloitte Haskins & Sells LLP Chartered Accountants (ICAI Firm Registration No.117366W/W-100018) were appointed as Statutory Auditors of your Company for a term of fiveyears i.e. from the conclusion of the Thirtieth Annual General Meeting until theconclusion of Thirty Fifth Annual General Meeting.

As per the provisions of Section 139(1) of the Act their appointment as StatutoryAuditors of the Company is subject to ratification by the Members at the every AnnualGeneral Meeting. The Board of Directors based on the recommendation of Audit Committeerecommends the ratification of appointment of M/s. Deloitte Haskins & Sells LLPChartered

Accountants as Statutory Auditors of the Company from the conclusion of ensuing AnnualGeneral Meeting until the conclusion of next Annual General Meeting.

The Company has received a confirmation from M/s. Deloitte Haskins & Sells LLPChartered

Accountants that they are not disqualified to act as the Auditors and are eligible tohold the office as Auditors of the Company.

Necessary resolution for ratification of appointment of the said Auditors is includedin the Notice of Annual General Meeting for seeking approval of Members.

Pursuant to the provisions of Section 143(12) of the Act the Statutory Auditors of theCompany have not reported any incident of fraud to the Audit Committee during the yearunder review.

The Auditors Report to the Members for the year under review does not contain anyqualification reservation or adverse remark.

Cost Auditors:

In accordance with Section 148 of the Act and rules framed thereunder the Board ofDirectors on recommendation of Audit Committee appointed M/s. ABK & Associates CostAccountants (Firm Registration No. 000036) as Cost Auditors of the Company for thefinancial year 2016-17 to audit the accounts relating to Optic Fiber Leasing for thefinancial year ended March 312017 and has recommended to the Members their remunerationfor ratification at the ensuing Annual General Meeting.

The Audit Committee has also reviewed a certificate from Cost Auditor certifying theirindependence and arm's length relationship with the Company.

Secretarial Auditor's Report:

The Board of Directors had appointed Ms. Rupal Jhaveri Company Secretaries inWhole-Time Practice (CP: 4225) to carry out Secretarial Audit under the provisions ofSection 204 of the Act read with the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 for the financial year 2015-16. The Secretarial Audit Report isannexed as Annexure "I" to this report.

The Secretarial Audit Report for the year under review does not contain anyqualification reservation or adverse remark.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

In the financial year 2012-13 the Company as part of its CSR objective to promoteeducation amongst the poor provided financial support through its implementing partnerHinduja Foundation to meritorious students from the economically weaker section of societyto enable them to study and complete their first graduation.

In the financial year 2013-14 the Company considering its objective to promotecommunity healthcare provided much needed healthcare facility serving 19247 people intribal areas of Thane District through its implementing partner Hinduja Foundation byproviding direct healthcare and trained more than 15 teachers and over 6000 children inproviding preventive promotive and curative health services to the tribal population.

During the financial year 2014-15 the Company in consonance with its CSR objective topromote community healthcare contributed to implement the CSR project of"Up-gradation of Primary Health Centre" at village Nandgaon Taluka JawharPalghar District Maharashtra with a view to improving quality availability and efficiencyof healthcare services in tribal areas.

For the financial year 2015-2016 for providing access to basic healthcare facilitationto poor and under privileged people the Company contributed Rs. 25.13 Lakhs to HindujaFoundation for its Primary Healthcare Project for Up-gradation of Primary Health Centersand Sub-Centers in Jawahar Taluka Palghar District Maharashtra.

The composition of the CSR Committee and the brief outline of the CSR Policy of theCompany and the initiatives undertaken by the Company on CSR activities during the yearare set out in Annexure "J" to this report in the prescribed format as per Rule8 and 9 of the Companies (Corporate Social Responsibility Policy) Rules 2014. The policyis available on the website of the Company i.e. www.hindujaventures.com.

WHISTLE BLOWER / VIGIL MECHANISM:

In compliance with Section 177(9) of the Act read with Rule 7 of the Companies(Meetings of Board and its Powers) Rules 2014 and Regulation 22 of the ListingRegulations the Board of Directors had approved a policy on Whistle Blower / VigilMechanism and the same is uploaded on the website of the Company.

The mechanism enables the Directors and employees to report their genuine concernsabout unethical behavior actual or suspected fraud or violation of the CompanyRs.s codeof conduct and also assures to provide adequate safeguards against victimization of theconcerned director or employee.

Your Company hereby affirms that no Director/ employee has been denied access to theChairman of the Audit Committee and that no complaints were received during the year.

The policy on Whistle Blower / Vigil Mechanism is available on the Company's website atthe web link: http://www.hindujaventures.com/en/inv/pdf/whistleblower-policy-vigil-mechanism.pdf

RISK MANAGEMENT POLICY:

The Company has formulated a risk management policy so as to identify quantify andmanage all risk and opportunities that may affect the achievement of entity's strategicand financial goals. The Company monitors its operations in the back drop of this policyand provides an update to the Board of Directors on the compliance with the policy duringthe year.

Risk Management within the organization involves reviewing the operations of theorganization identifying potential threats to the organization and the likelihood oftheir occurrence and then taking appropriate actions to address the most likely threats.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. An Internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees (permanent temporary trainees) arecovered under this policy.

No cases of Sexual Harassment have been reported during the year under review.

COMMUNICATION AND PUBLIC RELATIONS:

Your Company has on a continuous basis endeavored to increase awareness among itsstakeholders and in the market place about the Company's strategy new developments andfinancial performance as per rules laid down by the Regulatory Authorities like SEBI etc.

EMPLOYEES PARTICULARS AND RELATED DISCLOSURES:

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed as Annexure "K" and "L"to this report.

GENERAL DISCLOSURES:

1. No significant or material orders were passed by any Regulator or Court or Tribunalwhich can have an impact on the going concern status and the Company's operations infuture. The Hon'ble High Court Bombay vide its Order dated October 30 2015 approved thescheme of amalgamation of IDL Speciality Chemicals Limited (a wholly owned subsidiary ofthe Company) with the Company.

2. There are no material changes and commitments that have occurred between the end ofthe financial year of the Company and the date of this report.

3. The Whole-Time Director of the Company does not receive any remuneration orcommission from any of its subsidiaries.

ACKNOWLEDGEMENTS:

Your Board of Directors takes this opportunity to thank the Company's employeescustomers vendors business partners members and bankers for the faith reposed in theCompany and also to thank various regulatory authorities and agencies for their supportand looks forward to their continued encouragement.

For and on behalf of the Board of Directors

Place: Mumbai Ashok P. Hinduja
Date: May 12 2016 Executive Chairman