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JITF Infra Logistics Ltd.

BSE: 540311 Sector: Others
NSE: JITFINFRA ISIN Code: INE863T01013
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VOLUME 3930
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OPEN 35.50
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VOLUME 3930
52-Week high 72.50
52-Week low 33.40
P/E
Mkt Cap.(Rs cr) 94
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

JITF Infra Logistics Ltd. (JITFINFRA) - Director Report

Company director report

To

The Members

Your Directors are pleased to present the 10th Annual Report along withthe Audited Financial Statements of the Company for the year ended 31st March 2017.

1. FINANCIAL RESULTS

The performance of the Company for the financial year ended Marc h 312017 is summarized below:

Particulars Year Ended Year Ended
31st March 2017 31st March 2016
Gross Revenue from operations 53.09 -
Other Income 312.02 321.32
Pro t before finance cost depreciation exceptional items and tax 242.28 319.78
Less:
Finance cost 4.50 0.18
Depreciation and amortization expense - -
Pro t before tax 237.78 319.60
Tax expense 81.81 116.00
Pro t after tax 155.97 203.60
Other Comprehensive Income
Items that will not be reclassi ed to profit and loss - -
Total Comprehensive Income for the year 155.97 203.60

2. REVIEW OF OPERATIONS

During the year Company achieved Gross Sales & Income fromoperations of ` 53.09 lacs against the Nil Turnover achieved during the previous year. Theprofit of the Company for the period under review is ` 155.97 lacs. Your Company'sstep-down subsidiary JITF Water Infrastructure Limited carrying on the business of WaterInfrastructure has continued to execute the projects in hand. These projects relate towater sector involving intake well water treatment plant overhead tanks distributionnetwork house-hold connections raw water supply to power plants and the uent treatmentplants. Another step-down Subsidiary JITF Urban Infrastructure Limited is successfullyoperating the Country's first Waste-to-Energy (WtE) facility at Okhla New Delhithrough its subsidiary and is currently transforming about one-third of Delhi'sMunicipal Solid Waste into clean energy. It is the largest waste-to-energy facility in thecountry with a 16 MW power plant. The plant has been commercially operational sinceJanuary 2012 and the operations have been completely stabilized delivering the designedpower generation. The successful implementation of the project and its operation gave newimpetus to waste-to-energy industry in the country. JITF Urban Infrastructure Limited isalso carrying out the pre-development activities for its three

WtE Projects in Andhra Pradesh (i.e. Guntur Visakhapatnam Tirupati)& one in Gujarat (Ahmedabad). Further the company has won two Waste-to-EnergyProjects in Rajasthan during the period under review. These projects shall be implementedin 28 months. The company is also exploring more opportunities in

Waste Management & WtE domain.

During the current year apart from completing the ongoing projectsthe company intends to focus on getting new orders for further growth of the Company.

Jindal Rail Infrastructure Limited (JRIL) another step-down subsidiaryof your Company has set up a state-of-art facility comparable to the best availableinternationally for manufacture of Railway Freight Wagons and heavy engineeringcomponents at Karjan in Vadodara District of

Gujarat. The Plant has a capacity to manufacture

3000 wagons per annum. The manufacturing facilities &infrastructure at the plant include robotic welding systems & a large number of NC/CNCmetal cutting and metal forming machines. JRIL has an excellent team of qualifiedtechnicians engineers and managers with extensive experience in heavy engineering andfabrication industry. Our thrust areas are Safety Quality and Constant Improvement. The

Company has been awarded certi cation to

G-105 Standard by Ministry of Railways for Open Covered and FlatWagons. JRIL is also accredited with ISO 9001:2008 ISO 14001:2004 and BS OHSAS 18001:2007certi cations. Recently

Company has been approved by DLW ICF &

BEML for medium to heavy fabrication work.

During the year under review JRIL has received a number of prestigiousorders from Indian

Railways and Private Sector. The company is now rmly established as acomplete and innovative freight car solutions provider for all Rail transport needs.

3. DIVIDEND

To cater to the working capital requirement the

Board of Directors express that the profits of the company be retainedand therefore do not recommend any dividend for the financial year

2016-17.

4. TRANSFER TO RESERVES

No amount has been transferred to the General Reserve during the year.

5. SHARE CAPITAL

Pursuant to the Composite Scheme of

Arrangement among Jindal Saw Limited JITF Infralogistics Limited JITFShipyards Limited and JITF Waterways Limited 50 equity share of face value of ` 2 (RupeesTwo only) each credited as fully paid-up of JITF Infralogistics Limited for every 622 (sixhundred and twenty two) equity shares of Jindal Saw Limited having face value of

` 2 (Rupees Two only) each were allotted to the shareholders of JindalSaw Limited.

The existing share capital of ` 500000 consisting of 250000 Equityshares of ` 2 each was cancelled during the year and a fresh issue of 25703706 Equityshare of ` 2 each amounting to ` 51407412 was made.

The above shares were listed in National Stock

Exchange of India Limited and BSE Limited on

27th February 2017.

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis as stipulated under Regulation 34of SEBI (Listing Obligations & Disclosure Requirements)

Regulations 2015 forming part of this report has been given underseparate section in the Annual Report.

7. COMPOSITE SCHEME OF ARRANGEMENT

By Composite Scheme of Arrangement ("Scheme") among thecompany Jindal Saw

Limited JITF Shipyards Limited and JITF Waterways Limited andrespective shareholders and creditors which was approved by the Hon'ble High Courtof Judicature at Allahabad on

July 8 2016 and which became effective on

August 5 2016 from the appointed date April 1

2015 on ling the same with Registrar of Companies Uttar Pradesh thefollowing businesses being run by Jindal Saw Limited through various subsidiaries weremerged into the Company:- 1. Waste to Energy Business; 2.

Manufacturing of Railway Freight Wagons and

Heavy Engineering Components; 3. Water Infrastructure Businesses.

In consideration of demerger of above business Company allotted itsequity shares of ` 2 each to the shareholders of the Jindal Saw Limited as on

August 27 2016 (being record date) in the ratio of 50 shares for every622 equity shares of ` 2 each held in the Jindal Saw Limited. The shares were issued andallotted by the Company on 7th September 2016. The shares were listed on National StockExchange of India Limited and BSE Limited on 27th February 2017.

8. CONSOLIDATED FINANCIAL STATEMENT

Audited annual consolidated financial statements forming part of theAnnual report have been prepared in accordance with Companies Act 2013 IndianAccounting

Standards (Ind AS) 110 ‘Consolidated Financial

Statements' and Indian Accounting Standards

(Ind AS) 28 ‘Investments in Associates and Joint

Ventures' and all other Ind AS provisions as may be applicablenoti ed under Section 133 of

Companies Act 2013 read with Companies

(Indian Accounting Standards) Rules 2015 and as amended from time totime.

9. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

At the beginning of the year your Company had no subsidiaries.Pursuant to the Composite

Scheme of arrangement between Jindal Saw Limited JITF ShipyardsLimited and JITF Waterways Limited and respective shareholders and creditors which wasapproved by the Hon'ble

High Court of Judicature at Allahabad on July 8

2016 and which became effective on August 5

2016 from the appointed date April 1 2015 on

ling the same with Registrar of Companies Uttar Pradesh the followingbusinesses being run by Jindal Saw Limited through various subsidiaries were merged intothe Company:- 1. Waste to Energy Business; 2. Manufacturing of Railway Freight Wagons andHeavy Engineering Components; 3. Water Infrastructure Businesses.

Accordingly the following companies became the subsidiaries of yourCompany:

Direct Subsidiary

1. JITF Urban Infrastructure Services Limited

Indirect Subsidiary

1. Jindal Rail Infrastructure Limited

2. JITF Water Infrastructure Limited

3. JITF Urban Infrastructure Limited

4. JITF Water Infra (Naya Raipur) Limited

5. JITF ESIPL CETP (Sitarganj) Limited

6. JITF Industrial Infrastructure Development Company Limited

7. Timarpur-Okhla Waste Management

Company Private Limited

8. JITF Urban Waste Management (Jalandhar)

Limited

9. JITF Urban Waste Management (Bathinda)

Limited

10. JITF Urban Waste Management (Ferozepur)

Limited

11. Jindal Urban Waste Management (Tirupati)

Limited

12. Jindal Urban Waste Management (Guntur)

Limited

13. Jindal Urban Waste Management

(Visakhapatnam) Limited

14. Jindal Urban Waste Management (Jaipur)

Limited

15. Jindal Urban Waste Management (Jodhpur)

Limited

16. Jindal Urban Waste Management

(Ahmedabad) Limited

The detail of subsidiaries associates and joint ventures of theCompany are provided in form MGT-9 attached as Annexure 2 to this report.

During the year the Board of Directors reviewed the a airs of thesubsidiary companies. Pursuant to provisions of Section 129(3) of the

Companies Act 2013 a statement containing salient features of theFinancial Statements of the Company's subsidiaries in Form AOC-1 is attached to theFinancial Statements of the Company.

In accordance to the provisions of section 136 of the Companies Act2013 the Standalone Financial Statements of the Company the Consolidated FinancialStatements along with relevant documents and separate audited accounts in respect ofsubsidiaries are available on the website of the Company i.e.www.jindalinfralogistics.com.

The annual accounts of these subsidiaries and the related informationwill be made available to any member of the Company / its subsidiaries seeking suchinformation and are available for inspection by any member of the Company / itssubsidiaries at the Registered Office of the

Company. The annual accounts of the said subsidiaries will also beavailable for inspection at the Corporate Office s/ Registered Office s of the respectivesubsidiary companies and is also available on our website www.jindalinfralogistics.com.These documents will also be available for inspection during business hours at ourregistered Office .

The Policy for determining Material Subsidiaries adopted by yourBoard in conformity with Regulation 16(c) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations

2015 can be accessed on the Company's website athttp://www.jindalinfralogistics.com/ policypdf/POLICY-FOR-DETERMINING-MATERIAL-SUBSIDIARIES.pdf.

10. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134 of the Companies Act2013 with respect to Directors' Responsibility Statement it is hereby con rmed bythe Board of Directors: - a. that in the preparation of the annual accounts for thefinancial year ended 31st

March 2017 the Indian Accounting

Standards (IND AS) had been followed along with proper explanationrelating to material departures; b. that they had selected such accounting policies andapplied them consistently and made judgments and estimates that were reasonable andprudent so as to give a true and fair view of the state of a airs of the Company at theend of the financial year and of the profit of the Company for the year ended on thatperiod; c. that they had taken proper and su cient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; d. that they had prepared the accounts for the financial year ended 31stMarch 2017 on a ‘going concern' basis; e. that they had laid down internalfinancial controls to be followed by the Company and that such internal financial controlsare adequate and are operating effective ly; and f. that they had devised proper systemsto ensure compliance with the provisions of all applicable laws and that such systems areadequate and operating effective ly.

11. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received Declaration of Independence from allIndependent Directors as stipulated under Section 149(7) of the Companies Act 2013 andRegulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 con rming that they meet the criteria of Independence.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act 2013 and theArticles of Association of the

Company Ms. Veni Anand Non-Executive Director (DIN: 07586927) of theCompany retire by rotation and being eligible o er herself for re-appointment. Thebrief details relating to Ms. Veni Anand is furnished in the explanatory statement to thenotice of the ensuing AGM under the head "Directors Seeking Appointment /Re-appointment at this Annual General Meeting".

Mr. Rakesh Gupta (DIN: 07130110) Mr. Deepak Goyal (DIN: 00028315) andMr. Alok Kumar (DIN: 00930344) had resigned from the Office of Director w.e.f. 07.09.2016due to their pre-occupation. The Board places on record its appreciation for the servicesrendered by Mr. Rakesh Gupta (DIN: 07130110) and Mr. Deepak Goyal (DIN: 00028315) duringtheir association with the Company.

During the year following Directors were appointed on the Board of yourCompany:

01431428 Mr. Rakesh Kumar Grover Managing Director 12/08/2016
07586927 Ms. Veni Anand Non-Executive Director 12/08/2016
00005349 Dr. Raj Kamal Agarwal Independent Director 05/09/2016
05112440 Mr. Girish Sharma Independent Director 05/09/2016
00131460 Mr. Dhananjaya Pati Tripathi Independent Director 05/09/2016
01776688 Mr. Neeraj Kumar Additional Director 21/03/2017

As per section 134(3)(q) of the Companies Act 2013 read with rule 8(5)of Companies (Accounts) Rules 2014 Mr. Alok Kumar was appointed as Company Secretary andChief Financial Office r of the Company on

01.09.2016.

Mr. Dhananjaya Pati Tripathi (DIN: 00131460) Mr. Girish Sharma (DIN:05112440) and Mr. Raj Kamal Agarwal (DIN: 00005349) were appointed as IndependentDirectors of the Company under section 149 of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 for a period up to 5 years atthe Extra-ordinary General Meeting held on 05th September 2016. In order to broad basethe board the Board of Directors at its meeting held on 21st March 2017 has appointedMr. Neeraj Kumar (DIN: 01776688) as an additional director of the Company. As per section161 of the Companies Act 2013 he shall hold Office upto the date of ensuing AnnualGeneral Meeting.

The Company has received the notice under section 160 of the CompaniesAct 2013 along with deposit of requisite amount from the shareholders proposing thecandidature of Mr. Neeraj Kumar (DIN: 01776688) as Director of the Company. The briefdetails relating to Mr. Neeraj Kumar is furnished in the explanatory statement to thenotice of the ensuing AGM under the head "Directors Seeking Appointment /Re-appointment at this Annual General Meeting".

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Committee selects the candidate to beappointed as the Directors on the basis of the needs and enhancing the competencies of theBoard of the Company.

The current policy is meant to have a balance of executive andnon-executive Independent Directors to maintain the independence of the Board andseparates its functions of governance and management.

The composition of Board of Directors during the year ended March 312017 are in conformity with Regulation 17 of the SEBI (Listing Obligations and DisclosuresRequirements) Regulations 2015 (SEBI Listing Regulations) read with Section 149 of theCompanies Act 2013.

The policy of the Company on directors' appointment includingcriteria for determining quali cations positive attributes independence of a directorand other matters as required under sub-section (3) of Section 178 of the

Companies Act 2013 and the remuneration paid to the directors isgoverned by the Nomination and Remuneration Policy of the Company.

13. BOARD EVALUATION

The Company has devised a Policy for performance evaluation ofIndependent Directors Board

Committees and other Directors which includes criteria for performanceevaluation of non-executive directors and executive directors under section 178(1) of theCompanies Act 2013.

This may be accessed at the linkhttp://www.jindalinfralogistics.com/policypdf/Perfo rmance-Evaluation.pdf.

On the basis of the Policy for performance evaluation of IndependentDirectors Board

Committees and other Directors a process of evaluation was followed bythe Board for its own performance and that of its Committees and individual Directors. Thedetails of same have been given in the report on corporate governance annexed hereto. Thedetails of programme for familiarisation of Independent Directors with the Company theirroles rights responsibilities in the Company nature of the industry in which theCompany operates and related matters have been uploaded on the website of the Company atthe link http://www.jindalinfralogistics.com/policypdf/Familiarization-Programme-of-Independent-Dir ectors.pdf.

14.CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of CorporateGovernance and adhere to the Corporate Governance requirement set out by SEBI. The reporton

Corporate Governance as stipulated under the

SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 forms an integral part of this Report. The requisite certi cate from the Auditors ofthe Company con rming compliance with the conditions of

Corporate Governance is attached to the report on Corporate Governance.

15. CONTRACTS & ARRANGEMENT WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Companyduring the financial year with related parties were in the ordinary course of business andon an arm's length basis. During the year the Company had entered into materialcontract / arrangement / transaction with subsidiary of the Company. The Policy onmateriality of related party transactions and dealing with related party transactions asapproved by the Board may be accessed on the Company's website at the link:http://www.jindalinfralogistics.com/policypdf/PO

LICY%20ON%20RELATED%20PARTY%20TRANSA

CTIONS.pdf.

Your Directors draw attention of the members to

Note 19 to the financial statement which sets out related partydisclosures.

16. RISK MANAGEMENT

The Company's robust risk management framework identi es andevaluates business risks and opportunities. The Company recognizes that these risks needto be managed and mitigated to protect its shareholders and other stakeholders interestto achieve its business objectives and enable sustainable growth. The risk frame work isaimed at effective ly mitigating the Company's various business and operationalrisks through strategic actions. Risk management is embedded in our critical businessactivities functions and processes. The risks are reviewed for the change in the natureand extent of the major risks identified since the last assessment. It also providescontrol measures for risks and future action plans.

17. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal

nancial controls with reference to financial statements. During theyear such controls were tested and no reportable material weakness in the design oroperation was observed.

18. AUDITORS & THEIR REPORT (A) STATUTORY AUDITORS

The Shareholders in their 9th Annual General Meeting had appointed M/sN. C. Aggarwal Chartered Accountants as Statutory Auditors of the Company till theconclusion of the ensuing AGM. M/s. N. C. Aggarwal Chartered Accountants have completedtheir maximum permissible tenure as the Auditors of the Company as per the Section 139 ofthe Companies Act 2013 read with the Companies

(Audit and Auditors) Rules 2014. After evaluation of the variousleading auditing rms the Board of Directors has identified and recommended theappointment of M/s Lodha & Company Chartered Accountants as the Statutory Auditor ofthe Company for a term of 5 years (subject to rati cation by members at every AnnualGeneral Meeting) to hold Office from the conclusion of the 10th Annual General Meetinguntil the conclusion of the 15th Annual General Meeting of the Company.

Brief pro le of M/s Lodha & Company Chartered

Accountants

The firm was set up in 1941 and has Office s all over India theirlocations being Kolkata Chennai Hyderabad Mumbai New Delhi and Jaipur. Lodha & Co.provides professional services to a large number of corporate clients central banksinsurance companies public sector corporations etc. both in India and Internationally.

The firm has 16 partners and is supported by a well experienced teamwhich include Chartered Accountants Management Graduates Company Secretaries CostAccountants etc. A strong team of professionals from various elds support the Partners.Each team has developed specialized knowledge in their respective area of functioning.

M/s. Lodha & Company Chartered Accountants have expressed theirwillingness to be appointed as statutory auditors of the Company. They have further conrmed that the said appointment if made would be within the prescribed limits underSection 141(3)(g) of the Companies Act 2013 and that they are not disquali ed forappointment. Accordingly their appointment as Statutory Auditors of the Company from theconclusion of the 10th Annual General Meeting until the conclusion of the 15th AnnualGeneral Meeting of the Company is placed for your approval.

Auditors' remarks in their report read with the notes to accountsreferred to by them are self-explanatory. There have been no fraud reported by theStatutory Auditors of the Company.

(B) SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the

Companies Act 2013 read with Rule 9 of the

Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 the Board has appointed Shri Pankaj Kantha of M/s Pankaj

Kantha & Co. Company Secretaries to conduct

Secretarial Audit of the Company for the financial year 2016-17. TheSecretarial Audit Report for the financial year ended 31st March 2017 is annexed herewithmarked as Annexure - 1 to this Report. The Secretarial Audit Report does not contain anyquali cation reservation or adverse remark.

EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATIONRESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE i. Auditors' Report

There have been no fraud quali cation reservation or adverse remarkreported by the Statutory Auditors of the Company. ii. Secretarial Auditor's Report

There are no quali cation reservation or adverse remark reported bythe Secretarial Auditors in their report.

19. DISCLOSURES

MEETINGS OF THE BOARD

During the year under review the Board of Directors met six (6) timeson 26.05.2016 18.07.2016 12.08.2016 07.09.2016 05.12.2016 and 21.03.2017. Thecomposition of Board of

Directors during the year ended March 31 2017 is in conformity withRegulation 17 of the SEBI (Listing Obligations and Disclosure Requirments) Regulations2015 read with Section 149 of the

Companies Act 2013. For further details please refer report onCorporate Governance attached with this annual report.

AUDIT COMMITTEE

The Audit Committee comprises of Directors namely Mr. Dhananjaya PatiTripathi (Chairman)

Mr. Girish Sharma and Mr. Rakesh Kumar Grover as other members.

The Chairman of the Committee is an Independent Director. The Memberspossess adequate knowledge of Accounts Audit Finance etc. The composition of the AuditCommittee is in conformity with requirements as per the Section 177 of the Companies Act2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirments)Regulations 2015.

During the year ended 31st March 2017 the

Committee met 3 (three) times on 7th

September 2016 5th December 2016 21st March 2017. For furtherdetails please refer report on Corporate Governance attached with this annual report.

NOMINATION AND REMUNERATION COMMITTEE

As on 31st March 2017 the Nomination and Remuneration Committeecomprises of 3

Non-Executive Directors. The Chairman of the

Committee is an Independent Director. The Composition of the Nominationand Remuneration Committee is in conformity with requirements of section 178 the Companies

Act 2013 and SEBI Listing Regulations.

During the year ended 31st March 2017 the

Committee met 1 (once) on 21st March 2017.

For further details please refer report on Corporate Governance ofthis annual report.

20 VIGIL MECHANISM

The Vigil Mechanism of the Company which also incorporates a whistleblower policy in terms of the SEBI (Listing Obligations and Disclosure Requirments)Regulations 2015. Protected disclosures can be made by a whistle blower through ane-mail or a letter to the Compliance

Office r or Managing Director or to the Chairman of the AuditCommittee.

The Policy on vigil mechanism and whistle blower policy may be accessedon the Company's website at the link: http://www.jindalinfralogistics.com/policypdf/POLICY-VIGIL%20MECHANISM.pdf.

21. PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN ANDSECURITIES PROVIDED

Particulars of loans given investments made guarantees given andsecurities provided along with the purpose for which the loan or guarantee or security isproposed to be utilized by the recipient are provided in the standalone financialstatement (Please refer to Notes to the standalone financial statement).

22. PARTICULARS REGARDING CONSERVATION OF ENERGY ETC.

As your Company is not engaged in any manufacturing activity theparticulars relating to conservation of energy and technology absorption as mentioned inthe Companies

(Accounts) Rules 2014 are not applicable to it.

However emphasis is placed on employing techniques that result in theconservation of energy. There were no foreign exchange earnings and expenditure of yourCompany during the Financial Year.

23. EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure- 2 to this Report.

24. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The employee's relations remained cordial throughout the period.The details of employee whose particulars are required to be furnished under Section197(12) of the Companies Act 2013 read with Rules 5(1) 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is provided at

Annexure - 3.

25. PUBLIC DEPOSITS

During the year ended March 31 2017 the Company has not accepted anypublic deposits and no amount on account of principal or interest on public deposits wasoutstanding as on 31st March 2017.

26. GOODS AND SERVICES TAX (GST)

The introduction of Goods and Services Tax

(GST) is a very significant step in the eld of indirect tax reforms inIndia. By amalgamating a large number of Central and State taxes into a single tax itwould mitigate cascading or double taxation in a major way and pave the way for a commonnational market.

The transition to GST scenario is a major change process and theCompany has established a dedicated team to evaluate the impact analysis and carry outchanges to the business process & IT systems as per the GST framework.

27. ANY SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS ORCOURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS INFUTURE

During the Financial Year there are no significant material orderspassed by the Regulators or Courts or Tribunals impacting the going concern status andcompany's operations in future.

28. THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has adopted a policy for prevention of Sexual Harassment ofWomen at workplace and has formed a Committee for implementation of said policy. Nocomplaint of harassment was received during the year.

29. ACKNOWLEDGEMENT

Your Directors express their grateful appreciation to concernedDepartments of Central / State Governments Financial

Institutions & Bankers Customers and Vendors for their continuedassistance and co-operation. The Directors also wish to place on record their deep senseof appreciation for the committed services of the employees at all levels. We are alsograteful for the con dence and faith that you have reposed in the Company as its member

For and on behalf of the Board
Place : New Delhi Raj Kamal Agarwal
Dated : 9th August 2017 Chairman