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Hinduja Ventures Ltd.

BSE: 500189 Sector: Financials
NSE: HINDUJAVEN ISIN Code: INE353A01023
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VOLUME 26043
52-Week high 638.00
52-Week low 437.40
P/E 12.25
Mkt Cap.(Rs cr) 1,293
Buy Price 637.00
Buy Qty 19.00
Sell Price 0.00
Sell Qty 0.00
OPEN 566.95
CLOSE 560.00
VOLUME 26043
52-Week high 638.00
52-Week low 437.40
P/E 12.25
Mkt Cap.(Rs cr) 1,293
Buy Price 637.00
Buy Qty 19.00
Sell Price 0.00
Sell Qty 0.00

Hinduja Ventures Ltd. (HINDUJAVEN) - Director Report

Company director report

To the Members

Your Directors have pleasure in presenting the Thirty Second Annual Report andCompany's Audited FinancialStatementsforthefinancial 2017 year ended March 31 .

FINANCIAL RESULTS

(Rs in Crores)
Standalone Consolidated
For the year ended March 31 2017 2016 2017 2016
Total Income 203.39 332.48 826.00 679.98
Total Expenses 75.05 208.37 1012.36 776.26
(Loss) / Profit beforetax 128.34 124.11 (186.36) (96.28)
Exceptional/Extraordinary Income/(Expense) (Net) 43.69
(Loss) / Profit beforetax 128.34 124.11 (186.36) (52.59)
Provision for tax (incl. deferred tax) 25.43 23.52 17.55 37.60
(Loss) / Profit after tax 102.91 100.59 (203.91) (90.19)
Minority Interest (147.30) (8.98)
(Loss)/ Profit after Minority Interest 102.91 100.59 (56.61) (81.21)

REVIEW OF OPERATIONS AND STATE OF AFFAIRS

The financial results are drawn after giving effect to the Scheme of Arrangementbetween Grant Investrade Limited ("GIL") a wholly owned subsidiary of theCompany and IndusInd Media & Communications Limited ("IMCL") a subsidiaryof the Company pursuant to which GIL demerged its Headend-in-the-Sky (HITS) businessundertaking into IMCL w.e.f October 01 2016 being the appointed date. The aforesaidScheme was approved by National Company Law Tribunal vide its Order dated August 10 2017.

On a Standalone basis the total income for the financial year 2016-17 at Rs 203.39Crores was lower by 38.83% compared to last year (Rs 332.48 Crores in 2015-16). The totalincome of last year includes Rs 170.93 Crores from high seas sale of Set Top Boxes.Earnings before interest tax depreciation and amortization (EBITDA) were Rs175.46Crores registering a growth ofgrowth7.10% over EBITDA of Rs 163.83 Crores in 2015-16.Profit after tax (PAT) increased by 2.31% to Rs 102.91 Crores over PAT of Rs 100.59 Croresin 2015-16 On a Consolidated basis the total income for the financial year 2016-17 at Rs826.00 Crores was higher by 21.47% over last year (Rs 679.98 Crores in 2015-16). Earningsbefore interest tax depreciation & amortization (EBITDA) and exceptional income /(expense) were Rs 99.46 Crores as against Rs 125.79 Crores in 2015-16. Net loss after taxand minority interest decreased to Rs 56.61 Crores from Rs 81.21 Crores in 2015-16.

DIVIDEND

Based on the Company's performance your Directors are pleased to recommend forapproval of the Members a dividend of Rs 17.50 per equity share (previous year Rs 17.50per equity share) i.e. 175% of the face value of Rs 10/- each for the financial year endedMarch 31 2017. Dividend as recommended if approved by the Members would involve atotal cash outflow of Rs 43.30 Crores including dividend distribution tax representing42.07% of the current year earnings.

TRANSFER TO RESERVES

Your Company proposes to retain the entire amount of Rs 102.80 Crores in the profit andloss account during the financial year ended March 31 2017.

REVIEW OF INDIAN ECONOMY

The Indian economy continues to remain strong opportunities especially with significantin the infrastructure sector. The economy has continued to consolidate the gains from thesteps taken to ensure macro economic stability. India's consumer confidence index stood at136 in the fourth quarter of 2016 topping the global list of countries on the sameparameter because of strong consumer sentiment according to international marketresearch agency Nielsen. The Government's continued thrust to "Make in India"encouraging start up enterprises opening up the defence sector to private enterprise andsuch other pro-active measures is sure to create a positive impact on growth.

Moody's has affirmed India's Baa3 rating with a positive outlook stating that thereforms by the Government will enable the country to perform better compared to its peersover the medium term. Inflation being lower than the previous year has enabled a lowerinterest regime to facilitate credit expansion. However economic activity has been fueledmore by Government spending as the private sector continues to fight shy of making hugeinvestments for growth.

The year saw two major policy decisions which could have short term costimplications-demonetisation of certain high denomination currency; and the passing of theconstitutional amendment introducing the Goods and Services Tax (GST). With respect todemonetisation the broad consensus view has been that it will create short term costswhile paving the way for long term benefits. Noting that India is recovering from thetemporary adverse effects of demonetisation the World Bank has projected a strong 7.20%growth rate for India this year against 6.80% growth in 2016.

GST the biggest tax reform in India founded on the notion of "One Nation OneMarket One Tax" will make India a single market subsuming numerous central and statetaxes and ensuring harmony of tax rates across the country.

TREASURY

Hinduja Leyland Finance Limited:

During the year under review your Company made an investment of Rs 13.18 Crores inHinduja Leyland Finance Limited ("HLFL") by subscribing to 1668802 equityshares of Rs 10/- each offered to the Company on rights basis at a price of Rs 79/-per share. Post the year end in the month of June 2017 a further investment of Rs 5.23Crores was made in HLFLby subscribing to 556267 equity shares of Rs 10/- each offered tothe Company at a price of Rs 94/- per share.

After the above subscriptions the Company holds an aggregate of 22113959 equityshares of HLFLthereby constituting 5.23% of the enhanced paid-up equity capital of HLFL.

IndusInd Bank Limited:

During the year under review your Company disinvested an aggregate of 1557000 equityshares of Rs 10/- each of IndusInd Bank Limited ("IBL").

After the above disinvestment the Company holds 8668196 equity shares of Rs 10/-each of IBL.

Hinduja Energy (India) Limited:

During the year under review your Company disinvested 61147056 equity shares of Rs10/- each of Hinduja Energy (India) Limited.

IndusInd Media & Communications Limited:

1. During the year under review your Company: a) Acquired 4303000 equity shares ofRs 10/- each of IndusInd Media & Communications Limited ("IMCL") asubsidiary of the Company (constituting 5.82% of the paid-up equity capital of IMCL) at aprice of Rs 466/- per share from Grant Investrade Limited ("GIL") a whollyowned subsidiary of the Company b) Acquired 70360000 10% Redeemable CumulativePreference Shares of Rs 10/- of IMCL (constituting 26.02% of the paid-uppreference capital of IMCL) at par from GIL. c) Disinvested 1100000 equity sharesof IMCL

2. IMCL in the month of March 2017 came out with the issue of 36953438 equityshares on rights basis to the existing shareholders. The shares offered to theCompany on rights basis by IMCL were renounced in favor of GIL by the Company.

Post rights issue of IMCL the Company's shareholding in IMCL is at 40.28% of theenhanced paid-up equity capital of IMCL. However the shareholding of the Company in IMCLtogether with that of GIL is at 68.21% of the enhanced paid-up equity capital of IMCL.

3. In the month of March 2017 270360000 10% Redeemable Cumulative PreferenceShares of Rs 10/- each held by the Company in IMCL were redeemed by IMCL

Grant Investrade Limited:

During the year under review 634518 equity shares of Rs 10/- each were issued to theCompany by Grant Investrade Limited ("GIL") a wholly owned subsidiary of theCompany on conversion of 1000000 1% Participatory Redeemable Non-Cumulative PreferenceShares ("PRNCPS") of Rs 10/- each held by your Company in GIL.

SUBSIDIARIES Media:

Consolidation of the Media Business:

In order to consolidate the operations in the media segment the two subsidiaries ofthe Company in the media segment IndusInd Media & Communications Limited("IMCL") and Grant Investrade Limited ("GIL") had filed a Scheme ofArrangement ("Scheme") with the Bombay High Court whereby theHead-end-in-the-Sky ("HITS") business undertaking of GIL was sought to be de-mergedinto IMCL.The National Company Law Tribunal ("NCLT") has vide its Order datedAugust 10 2017 approved the Scheme.

By virtue of this approval and the Scheme coming in to effect from August 21 2017 theHITS business undertaking of GIL vested into IMCL w.e.f October 01 2016 being theappointed date. The results of operations of IMCL for the financial year 2016-17 includethe full year's operations of the Cable TV business and operations of the HITS businessfor the period October 01 2016 to March 31 2017.

IndusInd Media & Communications Limited:

Post approval of the Scheme IndusInd Media & Communications Limited("IMCL") subsidiary of the Company apart from being a leading Multi SystemsOperator ("MSO") in the Country now also holds a license to provide high qualityMPEG4 Cable TV services through the Head-end-in-the-Sky ("HITS") platform. It isthe only Company in the country to provide Cable TV services both through the traditionalfibre technology new HITS technology. IMCL will be the only digital distribution platformwhich will be able to provide high quality digital headend fibredelivery based system andsatellite based digital delivery system. Under the traditional fibre based technologyIMCL receives the broadcasters' signals at its different headends and transmits thesignals through fibre to the Local Cable Operators ("LCOs") who connect the lastmile to the consumers. In case of HITS technology the broadcasters' signals are receivedat IMCLs' Earth Station set up in Noida from where the signals are uplinked to satellitetransponders taken on lease by it and the same are then downlinked by the LCOs at theirpremises. The HITS technology reduces significantly of operations and is considered thebest value for money technology to cater to the far-flung cities/ towns/villages in thePhase III and Phase IV areas of digitisation. It will also enable fast up-gradation oflegacy cable networks at minimal cost in urban areas which has already started.

As per a recent KPMG report the Television ("TV") industry [the segment inwhich IMCL operates] stands at an estimated INR 588 billion and is envisaged to register aCompounded Annual Growth Rate of 14.70% to reach INR 1166 billion by 2021.

IMCL has been making consistent strides in its expansion plan in the Phase III andPhase IV towns and cities using the HITS platform. With the successful leveraging of boththe Cable and the HITS delivery platforms IMCL today has: a presence in all the Statesand Union Territories of the Country most districts and more than 1000 locationsaddressing far flung cities towns and villages where Cable TV has had no presence in thepast; over 750 cities covered in all areas right from Kargil in Kashmir in the North toAndaman and Nicobar in the deep south and right up to North East border areas of Arunachal& Meghalaya; a subscriber base of over 4 million; close to 97% of its customers onprepaid payment mode; introduced a Managed Services vertical to cater to such parties whowant to use the HITS infrastructure; won an award from a cable trade national body forbeing the first MSO to have introduced and the prepaid payment system; been delivering upto 300 Standard and High Definition channels on In Digital and 525 channels on the HITSplatform.

Excellent viewership experience continues to be a primary objective of IMCL and toensure this it has among other steps taken been constantly upgrading technologypackaging channels to meet the niche requirements of different classes of viewersinvesting in acquiring audio & video rights of movies to be provided to the cableoperators to be run on local channels and improving its customer responsiveness withrespect to service needs and ensuring customer connect and satisfaction. To achieve itsobjective of growth in market share with robust customer services thecost IMCL has put inplace a strong sales and support organization structure where the Regional Heads with thehelp of a network of distributors oversee both existing subscriber base and marketexpansion and customer service. A variable compensation structure to the distributionnetwork ensures both growth of customers as well as retention of existingcustomers. A similar variable performance linked structure is being introduced for theIMCL team too.

The sector continues to suffer from lack of transparency in pricing by the Broadcastersand the absence of a well-defined remunerative revenue model for the MSOs. In order toaddress this long pending problem of the industry the Telecom Regulatory Authority ofIndia has come out with a new Tariff Order which is aimed at adequately compensating allthe stakeholders in the chain of distribution in the TV signals distribution chain.However some broadcasters have challenged this regulation in the Courts of India. Theaforesaid matter is sub-judice in the Madras High Court where judgment has been reserved.The regulation will help in ensuring that MSOs like IMCL are adequately compensated basedon a proper revenue and cost structure in the distribution chain.

In order to strengthen its Balance Sheet IMCL came out with a Rights Issue in theratio of 1:2 i.e. one share for every two shares held in IMCL. The issue price was Rs205/- per share. The proceeds of the issue were utilized for repaying inter corporatedeposits redemption of redeemable preference shares and general corporate purposes.

Grant Investrade Limited:

Post the demerger of the HITS business undertaking of Grant Investrade Limited("GIL") into IndusInd Media & Communications Limited ("IMCL") GILtoday has two main activities:

• Running movie channels on Cable TV

• Treasury business

With respect to running movie channels on Cable TV GIL has acquired the rights from INEntertainment (India) Limited to three channels under the brand name CVO.GIL hassuccessfully run the three channels during the year. In order to contain cost and at thesame time ensure quality GIL has sub-contracted the running of these channels atcommercial rates which ensure a good margin to itself.

With respect to its Treasury business GIL has subscribed to the rights issue made byIMCL by subscribing to the shares renounced in its favour by the Company and also appliedfor the additional shares of IMCL on rights basis.

SUBSIDIARIES AND JOINT VENTURES

During the year under review the following companies have ceased to be thesubsidiaries/ joint ventures of the Company.

1. Seven Star Information Technology Private Limited w.e.f June 29 2016.

2. V4U Entertainment Private Limited w.e.f July 12 2016.

3. RMD Baroda Network Private Limited w.e.f March 22 2017. Pursuant to the provisionsof Section 129(3) of the Companies Act 2013 ("the Act") read with Rule 5 ofthe Companies (Accounts) Rules 2014 a statement containing the salient features of thefinancial statement of the Company's subsidiaries and joint venture companies is providedin Form AOC-1 annexed as Annexure "A" to this Report. Pursuant to the provisionsof Section 136 of the Act the audited financial statements of the Company includingconsolidated financial statements alongwith all the relevant documents and separateaudited accounts in respect of subsidiaries are available on the website of the Company atthe link: http://www.hindujaventures. com/inv/annual_r.html.These documents willalso be available 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 Act and Accounting Standard (AS) 21 on Consolidated FinancialStatements read with AS-27 on Financial Reporting of Interest in Joint Ventures theAudited Consolidated Financial Statements are provided in the Annual Report.

NATURE OF BUSINESS

There was no change in the nature of the business of the Company during the year underreview. Your Company continues to be engaged in the business of media real estate andtreasury.

CODE OF CONDUCT

All Board members and Senior Management Personnel have affirmed compliance with theCode of Conduct for the financial year 2016-17. A declaration to this effect as requiredunder Regulation 26(3) read with Schedule V(D) of the Listing Regulations from theWhole-Time Director of the Company is annexed as Annexure "B" 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 EnergyResearch In addition the and Developmentand Technology Absorption pursuant to Section 134(3)(m) of the Act during the year underreview.

The details of Foreign Exchange Earnings and Outgo are annexed as Annexure"C" to this Report.

CORPORATE GOVERNANCE

During the year under review your Company has complied with the Corporate Governancerequirements under Listing Regulations. A detailed Report on Corporate Governance asrequired under Regulation 34 read with Schedule V of the Listing Regulations is annexed asAnnexure "D" to this Report.

Statutory Auditors of the A certificate

Company certifying that the Company has complied with the conditions of CorporateGovernance as required under Schedule V(E) of the Listing Regulations is annexed asAnnexure "E" to this 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 "F" to this Report.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public with in 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 has in place an adequate internal financial control system with referenceto financial statements in order to ensure the reliability of financial reportingsafeguarding of assets against loss from unauthorised use or disposition and compliancewith company policies guidelines procedures laws and regulations.

Your Company has complied with specific requirements as laid down under Section 134(5)(e)of the Act which calls for establishment and implementation of Internal Financial Controlframework that supports compliance with requirements of the Act in relation to theDirector's Responsibility Statement.

Your Company entrusted the periodic audit to a specialized external audit firm.in-house internal audit team also regularly carries out audit. The audit is based on aninternal audit plan which is approved by the Audit Committee of the Board. The internalaudit is oriented towards the review of internal controls and risks in operationsaccounting and finance. Based on internal audit reports process owners undertakecorrective actions in their respective area and thereby strengthen the controls. Theinternal audit reports along with corrective actions are discussed with the Management andare reviewed by the Audit Committee of the Board. Based on its evaluation (as defined inSection 177 of the Act and Regulation 18 of the Listing Regulations) the Audit Committeehas concluded that as on March 31 2017 your Company's internal financial controls wereadequate and operating effectively.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 are annexedas Annexure "G" 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

Suitable disclosures as required under AS-18 have been made in Note no. 32 of the Notesto the Standalone Financial Statements. Since all the transactions/ contracts/arrangements of the nature as specified in Section 188(1) of the Act entered by theCompany during the year under review with related party/(ies) are in the ordinary courseof business and on an arm's length basis no particulars in Form AOC-2 have beenfurnished as Section 188(1) of the Act is not applicable.

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

DIRECTOR'S RESPONSIBILITY STATEMENT

Your Directors to the best of the knowledge and belief and according to theinformation explanations and representations 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) inthe preparation of the annual accounts for the year ended March 31 2017 the applicableaccounting standards read with requirements set out under Schedule III to the Act havebeen followed and there are no material departures from the same; b) the Directors haveselected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at March 31 2017 and of the profit of the Company for theyear ended on that date; c) the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; d) the Directors have prepared the annual accounts on a goingconcern basis; e) the Directors have laid down internal financial controls to be followedby the Company and that such internal financial controls are adequate and are operatingeffectively; and f) the Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review Mr. Anthony D'Silva (DIN:06404665) resigned as a Directorof the Company with effect from the close of business hours of January 30 2017. The Boardplaced on record their appreciation for the valuable contribution rendered by Mr. AnthonyD'Silva during his tenure as a Director of the Company. In accordance with the provisionsof Section 152(6) of the Act and in terms of the Articles of

Association of the Company Mr. Sudhanshu Tripathi Director (DIN:06431686) will retireby rotation at the ensuing Annual General Meeting and being eligible offers himself forre-appointment.

The Independent Directors of your Company have submitted declaration confirming thatthey meet the criteria of independence as laid down under Section 149(6) of the Act andRegulation16(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.Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel of theCompany are Mr. Ashok Mansukhani Whole- Time Director Mr. Amar Chintopanth ChiefFinancial Officer and Mr. Hasmukh Shah Company Secretary. There has been no change inthe Key Managerial Personnel of the Company during the year under review.

BOARD MEETINGS HELD DURING THE YEAR

During the year eight (8) meetings of the Board of Directors were held. The details ofthe meetings are furnished in the Corporate Governance Report which forms part of thisReport.

PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES AND DIRECTORS

Pursuant to the provisions of the Act and Listing Regulations the Board of Directorshave carried out annual performance evaluation of its own performance the Directorsindividually as well as the evaluation of the working of its committees. The manner inwhich the evaluation has been carried out has been explained in the Corporate GovernanceReport which forms part of this Report.

COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

The Company's policy on Director's appointment/ remuneration and other matters providedin Section 178(3) of the Act has been disclosed in the Corporate Governance Report whichforms 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 offive years i.e. from the conclusion of the Thirtieth Annual General Meeting until theconclusion of Thirty Fifth Annual General Meeting of the Company.

In terms of first proviso of Section 139 of the Act the appointment of the StatutoryAuditors of the Company shall be placed for ratification at every Annual General Meeting.Accordingly 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 theensuing Annual General 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 Statutory Auditors andare eligible to hold the office as Auditors of Necessary resolution for ratification ofappointment of the said Auditors is included in the Notice of Annual General Meeting forseeking 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 Auditor's Report to the Members on the Standalone and ConsolidatedFinancial Statements of the Company for the year ended March 31 2017 does not contain anyqualifications reservations or adverse remarks.

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 2017-18 to audit the accounts relating to optic fibre leasing for thefinancial year ended March 31 2018. Necessary resolution for ratification of remunerationof the Cost Auditor for the financial year 2017-18 is placed before the Members forratification/approval.

Secretarial Auditor's Report:

Pursuant to the provisions of Section 204 of the Act and Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 Ms. Rupal Jhaveri a Company Secretaryin Whole-Time Practice (CP: 4225) was appointed to undertake Secretarial Audit for thefinancial year 2016-17. The Secretarial Auditor's Report for the year under review doesnot contain any qualifications reservations or adverse remarks and is annexed as Annexure"H" to this Report.

CORPORATE SOCIAL RESPONSIBILITY

One of the five principles of the Company is "Work to Give." The Company hasbeen contributing towards the well-being of society even before the concept of CorporateSocial Responsibility ("CSR") was institutionalized by the Act. The Company hasmade contributions towards the promotion of education amongst the weaker section ofsociety and for promoting healthcare in Jawahar Taluka. These initiatives were taken bythe Company through its implementing agency Hinduja Foundation.

During the financial year 2014-15 the Company in consonance with its CSR objective topromote the Company. 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 improve quality availability and efficiencyof healthcare services in tribal areas.

During the financial year 2015-16 for providing access to basic healthcarefacilitation to poor and under privileged people the Company made contributions toHinduja Foundation for its Primary Healthcare Project for Up-gradation of Primary HealthCenters and Sub-Centers in Jawahar Taluka Palghar District Maharashtra.

The said contributions made by the Company was utilized by Hinduja Foundation duringthe year under review to develop inter alia the Primary Health Centres (PHCs) oldand new toilet blocks maternity wards so as to provide medical treatments to thepopulation residing in the Jawahar Taluka Maharashtra.

After the necessary developments the PHCs were able to obtainISO1900certificateand thecenter now provides medical treatment to 20000 people covering 7 sub-centers. On anaverage daily 25-30 patients are treated at the primary health centers.

With this the Company's CSR objective to promote community healthcare by way ofup-gradation of PHCs in Jawahar Taluka was satisfactorily attained.

During the financial year 2016-17 the Company has contributed Rs 60 Lakhs to HindujaFoundation towards Rural Development in Jawahar Taluka Maharashtra for implementing aproject on livelihood sanitation and providing drinking water. The objective of theHinduja Foundation's Rural Development Project in Jawhar is to enhance the livelihood ofthe project participant communities through a 3600 farm based interventions inthe form of improved agriculture practices Wadi tree based farming support to landlessand women headed families and bring about improvement in their quality of life throughincome generation and development of model villages enhanced health and sanitationfacilities water resource management up-gradation of educational facilities empowermentof women and development of the village infrastructure.

The composition of the CSR Committee and annual report on CSR activities in terms ofthe requirements of Sections 134(3)(o) and 135 of the Act read with the Rule 8 and 9 ofthe Companies (Corporate Social Responsibility Policy) Rules 2014 is annexed as Annexure"I" to this Report. The CSR Policy is available on the website of the Companyviz www.hindujaventures.com.

WHISTLE BLOWER / VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) of the Act read with Rule 7 of theCompanies (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 at the link:http://www.hindujaventures.com/en/inv/pdf/whistleblower-policy-vigil-mechanism.pdf.

The mechanism enables the directors and employees to report their genuine concernsabout unethical behavior actual or suspected fraud or violation of the Company's code ofconduct and also assures to provide adequate safeguards against victimization of theconcerned director or employee. The employees and other stakeholders have direct access tothe Chairperson of the Audit Committee for lodging concerns if any for review. YourCompany affirms that no director/ employee has been denied access to the Chairperson ofthe Audit Committee and that no complaints were received during the year.

RISK MANAGEMENT POLICY

The risk management policy of the Company lays down the risk strategy of the Companyand helps in determining the risk factor categorizing the various forms of risksaffecting the company's strategic and financial goals and modes to manage such risks.

The Company in the backdrop of this policy identifies the risk/ threats affecting orlikely to affect the Company and accordingly implement measures to limit the impact ofsuch risk wherever found feasible and provide update to the Board of Directors incompliance with the policy during the year.

Further details on risk management are provided in Management Discussion and AnalysisSection which form part of this Report.

CREDIT RATING

During the year under review Brickwork Ratings India Private Limited a credit ratingagency has assigned BWR A1 Rating to the Bank Loan facilities availed by the Company.

Instruments with this rating are considered to have very strong degree of safetyregarding timely payment of financial obligations and carry lowest credit risk.

PREVENTION OF SEXUAL HARASSMENT

Your Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on Prevention Prohibition and Redressal of Sexual Harassment at Workplace("PPRSH") in line with provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and rules thereunder. An InternalComplaints Committee (ICC) has been set up to redress complaints received regardingsexual harassment. All employees (permanent temporary and trainees) are covered underthis policy.

No concerns have been raised under PPRSH during the financial year 2016-17.

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 "J" to this Report.

The details of the employee who was in receipt of the remuneration amounting to thelimits stipulated in Section 197(12) of the Act read with Rule 5(2)(i) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed as Annexure"K" to this Report. Any shareholder interested in obtaining the details of theremuneration drawn by the senior level employees as required under Section 197(12) of theAct read with Rule 5(2) and Rule 5(3) of the

Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 may writeto the Company Secretary at the Registered Office of the Company. The said information isavailable for inspection by the Members at the Registered Office of the Company on anyworking day of the Company up to the date of the Thirty Second Annual General Meeting.

GENERAL DISCLOSURES

1) No significantor 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.

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 : August 23 2017 Executive Chairman