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Housing Development & Infrastructure Ltd.

BSE: 532873 Sector: Infrastructure
NSE: HDIL ISIN Code: INE191I01012
BSE 00:00 | 23 Jul 18.20 0.20






NSE 00:00 | 23 Jul 18.20 0.25






OPEN 17.85
VOLUME 487336
52-Week high 90.40
52-Week low 17.55
P/E 8.27
Mkt Cap.(Rs cr) 790
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 17.85
CLOSE 18.00
VOLUME 487336
52-Week high 90.40
52-Week low 17.55
P/E 8.27
Mkt Cap.(Rs cr) 790
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Housing Development & Infrastructure Ltd. (HDIL) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 21st Annual Report of the Companytogether with the "Management Discussion and Analysis Report" "CorporateGovernance Report" and "Audited Financial Statements" for the FinancialYear ("F.Y.") ended March 31 2017.


Your Company’s performance during the F.Y. ended March 31 2017 as compared to theprevious F.Y. is summarised below:

(` In Lacs)

Particulars Standalone Consolidated
2016-17 2015-16 2016-17 2015-16
Revenue from operations 71081.02 116844.58 72376.79 116961.36
Other Income 3536.71 2394.91 3451.16 2312.66
Net Turnover 74617.73 119239.49 75827.95 119274.02
Total Expenditure 23009.29 52954.75 11085.33 39474.96
Profit before Interest Depreciation and Tax (PBIDT) 51608.44 66284.74 64742.62 79799.06
Less: Depreciation 733.97 773.79 750.13 799.96
Profit before Interest and Tax (PBIT) 50874.47 65510.95 63992.49 78999.10
Interest 30018.19 36868.60 42824.48 51412.21
Profit before Impairment and Tax Expenses/ Share in Profit of Associates 20856.28 28642.35 21168.01 27586.89
Provision for diminution in value of Investment
Profit before Tax Expenses 20856.28 28642.35 21168.01 27586.89
Tax Expenses 3331.70 (5403.78) 3280.13 (5349.01)
Profit after tax 17524.58 34046.13 17887.88 32935.90
Add: Other Comprehensive Income (43.45) (32.56) (43.74) 7711.90
Profit attributable to Non-controlling Interest (10.70) (9.86)
Profit attributable to Owner of the parent 17854.83 32945.09
Balance brought forward from previous year 28717.11 127.63 (8189.91) (35710.91)
Less: Appropriations:
Transfer to General Reserve
Transfer to Debenture Redemption Reserve - (5424.09) 593.46 (5424.09)
Tax on Dividend
Net Balance for the Year 46198.24 28717.11 10258.38 (8189.91)

Pursuant to the notification dated February 16 2015 issued by the Ministry ofCorporate Affairs the Company has adopted the Indian Accounting Standards ("IndAS") notified under the Companies (Indian Accounting Standards) Rules 2015 witheffect from April 1 2016. Financial Statements for the year ended at March 31 2016 havebeen restated to conform to Ind AS.


• The Turnover of the Company decline by 37.42% and stood at ` 74617.73lacs as against ` 119239.49 lacs in the previous year.

• The Company’s Profit from operations for the year ended March 31 2017decreased by 27.18% to ` 20856.28 lacs as against ` 28642.35 lacs in the previous year.

• The Net Profit for the year has increased by 48.51% to ` 17524.58 lacsas against ` 34046.13 lacs in previous year.


Economy has slowed down inspite of various measures taken by the government. RealEstate Industry has shown resilience despite demonetisation RERA etc. and is goingthrough consolidation phase. There were many challenges such as availability of materialssale of sand etc delay in getting approvals in timely manner embayed on lending to realEstate sector has not helped the matter more. The Company has launched a new projects i.e"The Nest" during the year under review. The Company is currentlydeveloping/building various projects at Kurla Vikhroli Mulund Nahar Virar and Palghar.Construction at all locations is progressing as per the schedule and possession of readyunits in various projects shall be handed over to the customers as per the agreed timeschedule.


A detailed review of the operations performance and future outlook of the Company andits businesses is given in the Management Discussion and Analysis Report which forms partof this Report.


The Initiative taken by the Company from an environment Social and Governanceperspective are provided in the Business Responsibility Report which is included as aseparate section in the Annual Report.


As at March 31 2017 your Company has following subsidiaries:

Sr. No. Name of Subsidiary

1 Blue Star Realtors Private Limited

2 BKC Developers Private Limited

3 Excel Arcade Private Limited (till March 4 2017)

4 Guruashish Construction Private Limited

5 HC Infracity Private Limited

6 Lashkaria Construction Private Limited

7 Mazda Estates Private Limited

8 Privilege Power and Infrastructure Private Limited

9 Ravijyot Finance and Leasing Private Limited

Pursuant to the provisions of Section 129(3) of the Companies Act 2013 ("theAct") read with relevant rules of Companies (Accounts) Rules 2014 the Companyhas prepared its consolidated financial statement including all of its subsidiaries whichis forming part of this report. A statement containing salient features of financialstatements of subsidiary companies in Form AOC 1 is included in the Annual Report at PageNo. 128.

Pursuant to provisions of Section 136 of the Act the separate audited financialstatements in respect of each of the subsidiary companies shall be kept open forinspection at the Registered Office of the Company on all working days between 10:00 12:00 noon for a period of 21 days before the date of the Annual General Meeting("AGM"). Your Company will also make available these documents upon awritten request by any Member of the Company interested in obtaining the same. Theseparate audited financial statements in respect of each of the subsidiary companies isalso available on the website of your Company at


In view of the current market and industry scenario your Board has been activelypursuing paring of its debt by monetising its land banks your Directors have notrecommended payment of any Dividend for the F.Y. ended March 31 2017.


During the F.Y. 2016-17 your Company has not issued any Debentures. Required DebentureRedemption Reserve has been available and is part of General Reserves.


The paid up Equity Share Capital as on March 31 2017 is ` 4340039860against ` 4190039860 as on March 31 2016. During the year under review the Companyhad converted its 15000000 Warrants issued to Promoters on Preferential basis intoEquity Shares of ` 10/- each at premium of ` 90 per share.

The equity shares of your Company continue to be listed on Bombay Stock ExchangeLimited and National Stock Exchange of India Limited.


During the year under review your Company has transferred `400 lacs to GeneralReserves from Debenture Redemption Reserves.


Your Company did not hold any public deposits at the beginning of the year nor it hasaccepted any deposits from the public during the F.Y. within the meaning of Section 73 ofthe Act and the Companies (Acceptance of Deposits) Rules 2014.


An extract of the Annual Return of the Company as prescribed under Section 92(3) ofthe Act and Companies (Management and Administration) Rules 2014 framed thereunder isannexed as

Annexure ‘A’. DIRECTORS

Mr. Ashok Kumar Gupta resigned as Non-Executive Independent Director from the Board ofyour Company with effect from October 24 2016. The Board placed on record its deepappreciation for the services rendered by Mr. Gupta during his tenure as Member of theBoard. Mr. Rakesh Kumar Wadhawan (DIN : 00028573) Whole Time Director designated as"Executive Chairman" whose tenure expire offers himself for re-appointmentsubject to the approval of Members. All Independent Directors have submitted declarationsthat each of them meets the criteria of independence as laid down under Section 149(6) ofthe Act and Regulation 16(1)(b) of the Listing Regulations and there has been no change inthe circumstances which may affect their status as Independent Director during the year.

The terms and conditions of the appointments of Independent Directors have been placedon the website of the Company www.

Your Company has conducted the familiarisation programme for all its Directors coveringthe matters as specified under Regulation 25(7) of the Listing Regulations details ofwhich has been hosted on the Company’s website at


To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) read with Section 134(5) of the Act:

a) in the preparation of the annual accounts for the year ended March 31 2017 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 2017 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 were adequate and operating effectively.


Your Company has its Corporate Governance philosophy on transparency accountabilityvalues and ethics which forms an integral part of the Management’s ongoing activitytowards achieving excellence growth and value creation. Your Company is committed tohighest standards of Corporate Governance and disclosure practices to ensure that itsaffairs are managed in the best interest of all stakeholders.

A report on Corporate Governance together with a certificate received from M/s. Thar& Co. Chartered Accountants Statutory Auditors of the Company confirming thecompliance with the provisions of Corporate Governance as stipulated in ListingRegulations is given separately which forms part of this Report. (Refer Page No. 32).


The Board met on various occasions to discuss and decide various affairs operations ofthe Company and to supervise and control the activities of the Company. The schedule ofthe Board/Committee Meetings to be held in the forthcoming F.Y. will be circulated to theDirectors in advance to enable them to plan their schedule for their effectiveparticipation in the Meetings.

During the F.Y. the Board met four (4) times viz. on May 28 2016 September 10 2016December 13 2016 and February 14 2017. Detailed information on the Meetings of the Boardis included in the report on Corporate Governance which forms part of this Annual Report.(Refer Page No. 38).


Your Company has following committees of the Board as a part of good corporategovernance practices and which are in compliance with the requirements of the relevantprovisions of applicable laws and statutes:

• Audit Committee;

• Nomination and Remuneration Committee;

• Stakeholders Relationship Committee;

• Risk Management Committee;

• Corporate Social Responsibility Committee ("CSR Committee");

• Finance Committee and

• Project Committee

The details with respect to the compositions terms of reference including powersroles etc. of relevant committees are given in detail in the ‘Report on CorporateGovernance’ of the Company which forms part of this Annual Report.


The Audit Committee comprises of the following Directors: Ms. Sandhya Baliga -Chairperson Mr. Ashok Kumar Gupta* - Member Mr. Lalit Mohan Mehta - Member Mr. Raj KumarAggarwal - Member (*Mr. Ashok Kumar Gupta ceased to be member w.e.f. October 24 2016)

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


As per the provisions of Section 139 of the Act read with the Companies (Audit andAuditors) Rules 2014 the term of office of M/s Thar & Co. Chartered Accountants(Firm Registration Number 110958W) as Statutory Auditors of the Company will concludefrom the close of the forthcoming Annual General Meeting of the Company. The Board ofDirectors places on record appreciation for the services rendered by M/s Thar & the Statutory Auditors of the Company. Subject to the approval of the members theBoard of Directors of the Company has recommended the appointment of M/s. Rajeswari &Associates Chartered Accountants (Firm Registration Number 123005W) as the StatutoryAuditors of the Company pursuant to Section 139 of the Act The Company has received awritten consent and certificate from M/s. Rajeswari & Associates confirming that theysatisfy the criteria provided under Section 141 of the Act and that the appointment ifmade shall be in accordance with the applicable provisions of the Act and rules framedthereunder.


As regards the observation by the Auditor in the Auditors’ Report regarding delayin payment of Statutory dues subsequently the Company has paid TDS of ` 61.00 Lacs andarrears of interest on Service Tax and VAT will be cleared upon completion of assessmentof the respective years.

In respect of Income Tax demands your Directors would like to state that the Companyhas filed appeals against the demand raised by the Assessing officer and the same ispending for disposal at various stages. Your Company is confident based on the advice ofAdvisors that the outcome of the appeals will be decided in favor of the Company.

As regards overdues to the Banks and Financial Institutions towards Non ConvertibleDebentures (NCDs) term loans repayments and intent thereon; the Company had made partpayment and has been in advance discussion with the lender for one time settlement oftheir dues. Upon receipt of approval for the proposed plan effective steps will be takento adhere to such payment timeline.

There are no qualifications reservations adverse remarks or disclaimers made byStatutory Auditors in their Report dated May 30 2017 on the financial statements of theCompany for F.Y. 2016-17.


Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company has appointed M/s. SG &Associates Company Secretaries (C.P. No. 5722) to undertake the Secretarial Audit of theCompany. The Secretarial Audit Report is annexed herewith as Annexure ‘B’.

There are no qualifications reservations adverse remarks or disclaimers made bySecretarial Auditors in their Report dated May 21 2017 on the Secretarial and otherrelated records of the Company for the F.Y. 2016-17.


In pursuance of Section 148 of the Act read with the Companies (Cost Records andAudit) Rules 2014 as amended from time to time the Board on recommendation of AuditCommittee has appointed M/s. Ketki D. Visariya & Co. Cost Accountants (FirmRegistration No. 00362) as the Cost Auditors to conduct the Cost Audit for the F.Y.2017-18 at a remuneration of `100000/- and reimbursement of out of pocket expenses plusapplicable taxes.

As required under the Act ratification by the Members pertaining to the remunerationpayable to the Cost Auditors forms part of the Notice of the ensuing AGM and therespective Resolution is recommended for your consideration.


Your Company has in place adequate internal financial controls with reference tofinancial statements and to ensure that all assets are safeguarded and protected againstloss from unauthorised use or disposition. During the year such controls were tested andno reportable material weaknesses in the design or operation were observed.


Pursuant to Section 186 of the Act particulars of the loans given investment madeguarantees given and securities provided alongwith the purpose for which the loan orguarantee or security is proposed to be utilised by such recipient are provided underrespective notes in financial statements.


All transactions entered with Related Parties during the F.Y. 2016-17 were onarm’s length basis and in the ordinary course of business and that the provisions ofSection 188 of the Act are not attracted and hence the disclosure in form AOC-2 is notrequired.

During F.Y. 2016-17 there are no material related party transactions with PromotersDirectors or Key Managerial Personnel ("KMP"). The Company has in place apolicy on Materiality of and Dealing with Related Party Transactions for the purpose ofidentification and monitoring of such transactions. Suitable disclosures as required underAS-18 have been made in Note 37 of the Notes to the financial statements.

Pursuant to Regulation 23 of the Listing Regulations the Company has in place a Policyon dealing with Related Party Transactions which has been hosted on Company’swebsite at


As required under Regulation 16(1)(c) of the Listing Regulations the Company has inplace a Policy for Determining ‘Material’ Subsidiaries which has been hosted onCompany’s website at


Pursuant to Regulation 21 of Listing Regulations your Company has in place a RiskManagement Committee which identifies evaluates manages and monitors the risks that canimpact the Company’s ability to achieve its strategic and financial objectives andmonitors risk tolerance limits reviews and analyses risk exposure related to specificissues and provides oversight of risk across the organisation. The Board has in place aRisk Management Policy to identify and assess the key risk area monitor and reportcompliance and effectiveness of the policy and procedure.


Your Company has a Vigil Mechanism for their Directors and employees to report theirgenuine concerns or grievances and in order to report such concerns or grievances theCompany has formal Whistle Blower Policy in place.

Your Company assures cognizance of complaints made and suggestions given by theemployees. Even anonymous complaints will be looked into and whenever necessary suitablecorrective steps will be taken.

The Whistle Blower Policy provides for adequate safeguards against victimisation ofpersons who use such mechanism and also provides direct access to the Chairperson of theAudit Committee.

The Whistle Blower Policy has been put up on the Company’s Website at


The Board has in place a policy which lays down criteria for selection and appointmentof Board Members. The policy also lays down a framework in relation to remuneration ofDirectors KMP and Senior Management of the Company. The Policy also includes the criteriafor determining qualifications positive attributes and independence of Directors.

The detailed policy is annexed to the Report on Corporate Governance which forms partof this Annual Report.


Pursuant to the provisions of the Act and Listing Regulations the Board has carriedout an annual evaluation of its performance of the Directors individually as well as theevaluation of the working of its Committees. The manner in which the evaluation wascarried out was explained in the Report on Corporate Governance which forms part of thisAnnual Report.


Your Company recognizes its employees as its most valuable asset and it has built anopen transparent and meritocratic culture to nurture this asset.

Your Company has embarked on the journey of creating a High Performance Culture and haslaid the foundation towards this. Your Directors place on record their appreciation forthe contributions made by the employees of the Company at all levels. Relations betweenemployees and the Management continued to be cordial during the year.

The statement containing particulars of employees as required under Section 197(12) ofthe Act read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 forms part of this report. In terms of Section 136 of the Act thesame is open for inspection at the Registered Office of your Company on all working daysbetween 10:00 a.m. to 12:00 noon upto the date of the Meeting. Copies of this statementmay be obtained by the Members by writing to the Company Secretary of your Company.

The ratio of the remuneration of each Director to the median employee’sremuneration and other details in terms of Section 197(12) of the Act read with Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 areforming part of this report as Annexure ‘C’.


Your Company is committed to providing and promoting a safe and healthy workenvironment for all its employees.

Your Company has in place a policy on ‘Prevention of Sexual Harassment’("POSH") in line with the provisions of the Prevention of SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and theRules framed thereunder for prevention and redressal of complaints pertaining to sexualharassment at workplace along with a structured reporting and redressal mechanism. ThePOSH Policy is displayed on the Company’s intra-net ‘HDIL World’.

During F.Y. 2016-17 your Company has not received any complaint on sexual harassment.


Investors’ relations have been cordial during the year. As a part of compliancethe Company has in place Stakeholders Relationship Committee to deal with the issuesrelating to investors. There were no investors’ grievances pending as on March 312017. A confirmation to this effect has been received from the Company’s Registrarand Share Transfer Agent ("R&T").


Your Company has in place a CSR Committee which is in compliance to the provisions ofSection 135 of the Act read with Companies (Corporate Social Responsibility Policy)Rules 2014 which comprises of the following Directors:

1) Mr. Rakesh Kumar Wadhawan - Chairman

2) Mr. Sarang Wadhawan - Member

3) Mr. Lalit Mohan Mehta - Member

Your Company has also in place a Corporate Social Responsibility ("CSR")Policy which is available on the website of the Company at

The average Net Profit of the Company for last three F.Y. is ` 78400.80 Lacs andaccordingly the Company requires to spend ` 1491.95 Lacs on CSR activities.

The Company has setup a trust in the name of ‘HDIL Foundation’ with theobjectives of starting and maintain educational institutions open boarding houses andhostels for students libraries donations for working of educational institutions andcharitable purpose to establish hospitals research laboratories and medical centersgeneral welfare and upliftment of poor and needy people digging wells and providingdrinking water to organize seminars/meetings/ camps for awakening of general masses togive relief in the stress of famine/fire/tempest/cyclone/earthquake or other naturalcalamity. The Company however has initiated certain obligations through undertaking of SRAproject where social and economically backward people have been beneficiary of theseprojects in the following ways: i. transportation facilities to the school going childrenof slum dwellers; ii. providing additional safety measure to enhance security of labour atconstruction sites and iii. free medical camps for the labourers and their families.Further your Company is irregular in paying off its statutory dues and financialcommitments to the Banks and Financial Institutions hence the Board is of the view thatCSR activities needs to be undertaken only after the Company has regularised in meetingall its obligations.


Information as required under Section 134(3)(m) of the Act read with the Companies(Accounts) Rules 2014 for the year ended March 31 2017 is as under:


Your company is conscious about its responsibility to conserve energy power and otherenergy sources wherever possible. We emphasis towards a safe and clean environment andcontinue to adhere to regulatory requirements and guidelines. The construction team underthe guidance of expert engineers of the Company continuously strives and devises variousmeans to conserve energy and identify methods for optimum use of energy.

Initiatives are taken for energy efficiency systems for Buildings in various phaseslike design building and occupation by considering various options and appropriatemeasures for energy conservation which are stated as following:

• A Building Management System (BMS) or a (more recent terminology)Building Automation System (BAS);

• Energy Efficiency System;

• Insulation;

• Multipane Windows Window Treatment and Storm Doors UPVC Doors/Windows etc.;

• Zoning System and

• Passive solar Design.


The Company has undertaken Research and Development ("R&D")activity in development of technology in the area of construction. In today’scompetitive market where it is obvious need to construct with optimum cost reducedschedule while maintaining highest standard of quality our Company is actively involvedin R&D activities. Some of them are:

Optimization of Space: Mechanical Car Parking

• DOKA formwork;

• ULMA formwork;

• MIVAN formwork;

• Installation of safety apparatus for emergency evacuation purpose in an unlikelyevent of hazard;

• Study Analysis and use of various shuttering patterns for economy conservationof time and better quality of work;

• Substitution of Diaphragm wall with sheet piling as shoring options;

• Study Analysis and use of composite structure in place of conventionalstructure;

• Optimization of resources and their recycling for further use;

• Use of environment friendly materials and developing green building concept and

• Analysis and study of trade off among various services for optimization.

Emphasis is given on time cost and quality and setting an efficient trade-off amongthese three variables of Project management in R&D efforts.

Ingstrom Fire Escape Chutes

Initiatives for Sustainable Building Energy Conservation GREEN PAINTS FOR GREENBUILDING: Introduction:

Paints can have a major impact on the overall aesthetics of a space; sometimes morethan even flooring and furnishing because of the enormous square footage of the coverage.

According to the US Environmental Protection Agency (USEPA) 9% of the airbornepollutants creating ground level ozone come from the VOC’s (Volatile OrganicCompound) in the Paint. VOC refers to a class of chemicals which evaporates easily at roomtemperature. When these VOCs off-gas they may cause a variety of health problems likenausea dizziness irritation of eyes and respiratory tract and more serious illness likeheart lung or kidney damage and cancer.

Low and Zero VOC paints have little or no smog-forming emission. Use of high VOCcontent materials can cause illness and may decrease occupant productivity. These problemsresult in increased expenses and liability for building owners operators and insurancecompanies.


Using the Low VOC or Zero VOC paint we can eliminate the detrimental effect of groundlevel ozone on human health agricultural crops forests and ecosystem. Healthy occupantsare more productive and have less illness- related absenteeism.

LED LIGHTS Introduction:

LEDs are light emitting diodes are a technology that allows for extremely energyefficient and extremely long-lasting light bulbs. An LED light bulb can reduce energyconsumption by 80-90% and last around 100000 hours. They even light up faster thanregular bulbs (which could save your life if there are LEDs in the brake lights of yourcar).

Ecologically Friendly:

LED lights are free of toxic chemicals. Most conventional fluorescent lighting bulbscontain a multitude of materials like e.g. mercury that are dangerous for the environment.

LED lights contain no toxic materials and are 100% recyclable and will help you toreduce your carbon footprint by up to a third. The long operational life time spanmentioned above means also that one LED light bulb can save material and production of 25incandescent light bulbs. A big step towards a greener future.

Zero UV Emissions:

LED illumination produces little infrared light and close to no UV emissions.

Because of this LED lighting is highly suitable not only for goods and materials thatare sensitive to heat due to the benefit of little radiated heat emission but also forillumination of UV sensitive objects or materials such as in museums art galleriesarcheological sites etc.

Security Systems:

The Company has following Security Systems at its office and site:

• Fire Alarm System and

• Water Curtain System


Your Company has not imported any technology. However we believe and use informationtechnology extensively in all spheres of our activities to improve efficiency levels.


(` In Lacs)
Year 2016-17 2015-16
Foreign exchange earnings - -
Foreign exchange outgo 213.43 233.23


Your Company continues to wholeheartedly participate in the Green Initiative undertakenby the Ministry of Corporate Affairs ("MCA") for correspondences byCorporates to its shareholders through electronic mode. All the shareholders who have notso far substituted/updated their e-mail id are requested to join the said program atsending e-mail of their preferred e-mail addresses to the R&T at to the Company on


There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and future operations of the Company.


There are no material changes or commitments affecting the financial position of theCompany which have occurred after March 31 2017 and prior to May 30 2017 being the dateof this report.


Statements in this Directors’ Report and Management Discussion and Analysisdescribing the Company’s objectives estimates expectations or predictions may be"forward-looking statements" within the meaning of applicable securities lawsand regulations. Actual results could differ materially from those expressed or implied.Important factors that could make difference to the Company’s operations includingraw material availability and its price pricing in the Company’s principle marketschanges in Government regulations Tax regimes and economic developments within India.


Your Directors sincerely appreciate the high degree of professionalism commitment anddedication displayed by the employees of the Company and its Associates at all levels andwish to convey their appreciation to the Banks Financial Institutions GovernmentAuthorities Customers and other Stakeholders for the excellent assistance andco-operation received and wish to place on record their gratitude to the Members for theirtrust support and confidence reposed in the Company.

For and on behalf of the Board of Directors
Mr. Rakesh Kumar Wadhawan
Executive Chairman
Place: Mumbai DIN : 00028573
Date: May 30 2017