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

Hinduja Ventures Ltd.

BSE: 500189 Sector: Financials
NSE: HINDUJAVEN ISIN Code: INE353A01023
BSE 00:00 | 13 Sep 350.35 12.45
(3.68%)
OPEN

335.50

HIGH

354.50

LOW

335.50

NSE 00:00 | 13 Sep 351.15 10.75
(3.16%)
OPEN

335.00

HIGH

353.00

LOW

331.70

OPEN 335.50
PREVIOUS CLOSE 337.90
VOLUME 194
52-Week high 657.95
52-Week low 276.10
P/E
Mkt Cap.(Rs cr) 720
Buy Price 342.00
Buy Qty 1.00
Sell Price 355.00
Sell Qty 1.00
OPEN 335.50
CLOSE 337.90
VOLUME 194
52-Week high 657.95
52-Week low 276.10
P/E
Mkt Cap.(Rs cr) 720
Buy Price 342.00
Buy Qty 1.00
Sell Price 355.00
Sell Qty 1.00

Hinduja Ventures Ltd. (HINDUJAVEN) - Director Report

Company director report

Board's Report

To the Members

Your Directors have pleasure in presenting the Thirty Third Annual Report and Company'sAudited Financial Statements for the financial year ended March 312018.

FINANCIAL HIGHLIGHTS

(Rs. in Crores)

Standalone

Consolidated

For the year ended March 31 2018 2017 2018 2017
Total Income 225.10 203.39 868.97 826.00
Total Expenses 66.77 75.05 1102.63 1012.36
(Loss) / Profit before tax 158.33 128.34 (233.66) (186.36)
Provision for tax (incl. deferred tax) 54.22 25.43 57.45 17.55
(Loss) / Profit after tax 104.11 102.91 (291.11) (203.91)
Minority Interest - -1 (46.60) (147.30)
(Loss) / Profit after Minority Interest 104.11 102.91 (244.51) (56.61)

REVIEW OF OPERATIONS AND STATE OF AFFAIRS

The financial results are drawn after giving effect to the Scheme of Amalgamation ofGrant Investrade Limited ("GIL") a wholly owned subsidiary of the Company intothe Company (the "Scheme") w.e.f October 01 2017 being the appointed date. Theaforesaid Scheme was approved by the Hon'ble National Company Law Tribunal on May 10 2018and the Scheme became effective w.e.f July 2 2018.

On a Standalone basis the total income for the financial year 2017-18 at Rs. 225.10Crores was higher by 10.67% compared to last year (Rs. 203.39 Crores in 2016-17). Thetotal income of last year includes Rs. 13.65 Crores from high seas sale of Set Top Boxes.Earnings before interest tax depreciation and amortization (EBITDA) were Rs. 208.42Crores registering a growth of 18.78% over EBITDA of Rs. 175.46 Crores in 2016-17. Profitaftertax (PAT) increased by 1.17% to Rs. 104.11 Crores over PAT of Rs. 102.91 Crores in2016-17.

On a Consolidated basis the total income for the financial year 2017-18 at Rs. 868.97Crores was higher by 5.20% over last year (Rs. 826.00 Crores in 2016-17). Earnings beforeinterest tax depreciation & amortization (EBITDA) and exceptional income / (expense)were Rs. 69.62 Crores as against Rs. 99.46 Crores in 2016-17. Net loss after tax andminority interest increased to Rs. 244.51 Crores from Rs. 56.61 Crores in 2016-17.

DIVIDEND

Your Directors are pleased to recommend for approval of the Members a dividend of Rs.17.50 per equity share (previous year Rs. 17.50 per equity share) i.e. 175% of the facevalue of Rs. 10/- each for the financial year ended March 312018. Dividend asrecommended if approved by the Members would involve a total cash outflow of Rs. 43.37Crores including dividend distribution tax representing approximately 42% of the currentyear earnings.

REVIEW OF INDIAN ECONOMY

India has emerged as the fastest growing major economy in the world as per the CentralStatistics Organization (CSO) and International Monetary Fund (IMF) and it is expected tobe one of the top three economic powers of the world over the next 10-15 years backed byits strong democratic traditions and partnerships. India's Gross Domestic Product (GDP) isestimated to have increased 6.60% in 2017-18 and is expected to grow to 7.30% in 2018-19.

In line with the thrust being provided by the Government for development in the coresectors this year's Budget has focused on uplifting the rural economy and strengtheningof the agriculture sector healthcare for the economically less privileged infrastructurecreation and improvement in the quality of education of the country. As per the Budgetthe Government is committed towards doubling the farmer's income by 2022. Significantbudgetary allocation have been made for infrastructure and especially for the rail androad sectors. India is also focusing on renewable sources to generate energy. It isplanning to achieve 40% of its energy from non-fossil sources by 2030 which is currently30% and also have plans to increase its renewable energy capacity from 57 GW to 175 GW by2022.

While the economy is on the right growth path trajectory and inflation has been more orless brought under control increase in international oil prices and the US Government'spolicy on interest rates could act as spoil sports leading to decline in the value of therupee and causing some inflationary trends.

A major business environmental change during the year under review was theimplementation of Goods and Service Tax ("GST") law. While this has led to a lotof temporary disruption in the short run it is expected that in the long run the variousissues faced will be ironed out and GST will have a positive impact on the long termeconomy.

AMALGAMATION OF GRANT INVESTRADE LIMITED WITH THE COMPANY

The Board of Directors of the Company and Grant Investrade Limited at their respectiveMeetings held on January 09 2018 had approved the Scheme of Amalgamation of GrantInvestrade Limited ("GIL") a wholly owned subsidiary of the Company into theCompany (the "Scheme") pursuant to the provisions of Sections 230 to 232 of theCompanies Act 2013 and fixed October 012017 as the appointed date for the aforesaidScheme.

The aforesaid Scheme of Amalgamation was approved by the Hon'ble National Company LawTribunal on May 10 2018 and the Scheme came into effect from July 2 2018. The entirebusiness and whole of the undertaking of GIL stands transferred and vested in the Companyeffective from October 012017 being the appointed date of the said Scheme.

Since the amalgamation was of the wholly owned subsidiary of the Company neither anyconsideration was paid nor any shares were issued.

TREASURY & INVESTMENTS

Hinduja Leyland Finance Limited:

Your Company has always had a positive outlook towards the growth prospects of HindujaLeyland Finance Limited ("HLFL"). Hence during the year under review as partof its treasury business the Company acquired a total of 2383829 equity shares of Rs.10/- each of HLFL at premium by subscribing to the various right issues of HLFL therebymaking an aggregate investment of Rs. 24.54 Crores.

Further the Company through a private arrangement also acquired an additional of1873917 equity shares of HLFL for a total consideration of Rs. 20.61 Crores.

The Company holds 25815438 equity shares representing 5.66% of the paid-up capitalof HLFL at an average price of Rs. 30.30 per share.

The Board of Directors at its meeting held on May 07 2018 approved to offer for sale2282475 equity shares of HLFL as and when HLFL goes for Public Offer at a price to bedetermined at the time when public offer of HLFL comes out.

Induslnd Bank Limited:

During the period April 012017 till the date of this report your company hasdisinvested in aggregate 1840000 equity shares of Rs. 10/- each of Induslnd Bank Limited("IBL").

After the above disinvestment the Company holds 6828196 equity shares of Rs. 10/-each of IBL.

Induslnd Media & Communications Limited:

During the year under review the Headend-in- the-Sky business undertaking of GrantInvestrade Limited ("GIL") a wholly owned subsidiary of the Company wasde-merged into Induslnd Media & Communications Limited ("IMCL") asubsidiary of the Company pursuant to the order dated August 10 2017 of the Hon'bleNational Company Law Tribunal. Pursuant to the de-merger 22948239 equity shares ofIMCL were issued to the Company by IMCL on August 22 2017 in the ratio of 338 equityshares in IMCL for every 100 equity shares held in GIL.

Further on amalgamation of GIL into the Company 30954503 equity shares of IMCL ofRs. 10/- each held by GIL as investment was transferred and vested in to the Company.

After the above restructurings the Company in aggregate holds 98561325 equityshares of IMCL representing 73.66% of the paid-up equity share capital of IMCL.

SUBSIDIARIES

Media:

Induslnd Media & Communications Limited:

During the financial year 2017-18 NXT Digital and InDigital distribution platforms ofIMCL combined has seen an upward trend in terms of its subscription revenue and subscriberbase. While the subscription revenue increased by 31% there was an increase in thesubscriber base by 25%. IMCL along with its subsidiary companies have an active subscriberbase of 4.6 million.

IMCL's increased focus on media communication and marketing communication activitiesand cable operator meets has lead the Cable Operators to recognize and acknowledge NXTDigital HITS as the most advanced stable and operator friendly platform.

Today NXT Digital is the only Satellite and Fibre Hybrid digital platform in India tocover all the 29 states and 5 Union territories. In 2 years of active installation NXTDigital is available in 47 of the 99 smart cities and is active in 56 of the 100 topcities as per the latest population estimates. IMCL has supported whole heartedly both inspirit and form the three thrust areas of the Government of India - "DigitalIndia" through active digitization of the cable networkon a pan India basis"Make in lndia"through designing Cable Operators Premises Equipment (COPE)encouraging assembly/manufacture of Set Top Boxes ("STBs") in India and"Skills India" through training of Local Cable Operators in running andexpanding digital networks.

This makes IMCL a truly pan Indian high-quality digital delivery platform. NXT DigitalCable Operators Premises Equipment (COPEs) are active in 1123 codes with signalstransmitted to 2103 pin codes in 1097 distinctive locations. IMCL overall is alsoavailable now in over 50% large cities and smart cities. IMCL continues to make inroads into the rural areas of India through its Headend-in-the- Sky (HITS) NXT Digital platform.While growing its network IMCL has ensured that the Local Cable Operators who through thedint of their hard work over the last 20-30 years have created a vast network and nowcontinue to own their network and are enabled through our technology to provide betterservice to their customers.

The focus in 2019 will not only be to continue to expand in rural India but also to beactive in almost all the top 100 cities and 99 smart cities with a bouquet of video andValue Added Service (VAS) offerings.

With the combined benefits of Hybrid Satellite plus Fiber (HITS) and Fiber basedDigital (Digital MSO) platforms IMCL could garner one of the highest number of additionalsubscribers in the cable based platform in the industry in the year. During the year IMCLwas successful in achieving a total deployment of around 1.5 million STBs therebyincreasing the STB deployments by 29% over corresponding period last year. It gives aplatform for entrepreneurship and employment generation to States. Most State Governmentshave been very keen to support the HITS NXT Digital of IMCL.

IMCL has already converted 95% of its subscription revenues to prepaid through theLocal Cable Operators. The balance 5% homes are being rapidly converted to prepaid in thecoming year. This will make IMCL the only Digital Cable/ HITS Digital Platform Operator inthe country whose collections are nearly one hundred percent on a prepaid basis.

It may be noted that 99% of NXT Digital is on prepaid model. All fresh activations areon prepaid model. The prepaid mode has helped IMCL achieve substantially guaranteedsubscription collection.

InDigital has also taken steady strides during the year under review with its presencein high Average Revenue Per User (ARPU) markets like Mumbai Delhi Bangalore AhmedabadSurat Vadodara Nagpur and Nasik. Despite strong competition and heavy subsidization ofSTBs and free subscription services by other MSOs Indigital has stood firm. In thisdifficult scenario Indigital has steadfastly increased subscription rates year on year.

The Company feels that there is scope for deployment for the Digital Platform Operator(DPO) to an additional 30 million homes in the Rural Universe of 99 million homes. Another20 million homes await power to households and will begin to watch television in next 3years.

The new Digital Tariff Order issued by the Telecom Regulatory Authority of India isexpected to have a positive impact on the fortunes of the Cable TV Industry by Q4 of thenext financial year when the order comes into effect.

SUBSIDIARIES

Grant Investrade Limited ceased to be the wholly owned subsidiary of the Company witheffect from July 2 2018 on account of its amalgamation with the Company.

Further Vinsat Digital Private Limited became a subsidiary of Induslnd Media &Communications Limited with effect from January 02 2018 and consequently became anindirect subsidiary of the Company with effect from January 02 2018.

Pursuant to the provisions of Section 129(3) of the Companies Act 2013 ("theAct") read with Rule 5 of the Companies (Accounts) Rules 2014 a statementcontaining the salient features of the financial statement of the Company's subsidiariesand joint venture companies is provided in Form AOC-1 annexed as Annexure "A" tothis Report.

Pursuant to the provisions of Section 136 of the Act the audited financial statementsof the Company including consolidated financial statements along with all the relevantdocuments and separate audited accounts in respect of subsidiaries are available on thewebsite of the Company at the link: http://www.hindujaventures.comAnv/annual_r . html.These documents will also be available for inspection on all working days except SaturdaySunday and Public Holidays 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

The Company's businesses continue to be Media (through its investments in InduslndMedia & Communications Limited) Treasury & Investments and Real Estate.

With the amalgamation of Grant Investrade Limited into the Company the Company hasadded substantially to its dark fiber leasing business. Grant Investrade Limited ownedclose to 4000 kilometers of underground and overhead dark fiber network across thecountry which now has become the Company's assets. Leasing of the dark fiber willconstitute a substantial revenue stream for the company in the coming years.

CODE OF CONDUCT

All Board members and Senior Management Personnel have affirmed compliance with theCode of Conduct for the financial year 2017- 2018. A declaration to this effect asrequired under Regulation 26(3) read with Schedule V(D) of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations")from the Managing Director of the Company is annexed as Annexure "B" to thisReport.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

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

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

CORPORATE GOVERNANCE

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

Acertificate from the Statutory Auditors of the Company certifying that the Company hascomplied with the conditions of Corporate Governance as required under Schedule V(E) ofthe SEBI Listing Regulations is annexed as Annexure "E" to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 read with Schedule V of the SEBI Listing Regulations aSeparate Management Discussion and Analysis Report covering a wide range of issuesrelating to industry trends Company Performance SWOT analysis Business Outlook etc. isannexed as Annexure "F" to this Report.

PUBLIC DEPOSITS

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

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

Your Company has in place adequate internal financial controls which commensurate withthe size scale and complexity of its operations. These internal financial controls of theCompany encompass entity level controls controls and processes for each area ofoperations of the Company including but not limited to Fixed Assets InvestmentsProcurement Operating expenses and Accounts Payables Revenue and Accounts ReceivablesPayroll and Human Resources Management.

The Company has an Internal Audit function that identifies the critical audit areaswith specific reference to operations accounting and finance. The adequacy of theinternal controls and risks in such audit areas are reviewed by the Internal Auditor onquarterly basis. The audit is based on the Internal Audit Plan which is reviewed andapproved by the Audit Committee. Based on the observations of the Internal Auditorcorrective actions are undertaken by the process owners in their respective area andthereby strengthening the internal control.

The Internal Control System of yourcompany is also tested on a quarterly basis by aspecialized external audit firm. In addition to such periodic audits the Company also hasin place a well implemented risk management policy.

Your Company has complied with specific requirements as laid down under Section134(5)(e) of the Act which calls for establishment and implementation of InternalFinancial Control framework that supports compliance with requirements of the Act inrelation to the Director's Responsibility Statement.

The Audit Committee based on its evaluation has concluded that as on March 31 2018your Company's internal financial controls were adequate 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 and the same is available on the website of thecompany at the link: www. hindujaventures. com/inv/annual_r. html.

LOANS GUARANTEES AND INVESTMENTS

Particulars of loans given investments made guarantees given and securities providedare given in Note nos. 12 and 18 of the Notes to the Standalone Financial Statements.

RELATED PARTY TRANSACTIONS

Suitable disclosures as required under AS-18 have been made in Note no. 33 of the Notesto the Standalone Financial Statements.

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

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/poiicy-reiated-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 afterdue enquiry makethe following statements in terms of Sections 134(3)(c) and 134(5) of the Act that:

a) in the preparation of the annual accounts for the year ended March 312018 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 2018 and of the profit ofthe Company for the year ended on that date;

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

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

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

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors at its Meeting held on August 03 2018 re-designated Mr. AshokP. Hinduja as the Non-Executive Chairman of the Company with effect from October 01 2018on expiry of his existing term as Executive Chairman on September 30 2018.

In accordance with the provisions of Section 152(6) of the Act and in terms of theArticles of Association of the Company Mr. Ashok Mansukhani Director (DIN:00143001)retires by rotation at the ensuing Annual General Meeting and being eligible has offeredhimself for re-appointment.

The Board of Directors at its Meeting held on February 10 2018 subject to approval ofthe members of the Company elevated Mr. Ashok Mansukhani as Managing Director of theCompany with effect from April 30 2018 for a period of two years from April 30 2018 toApril 29 2020 on completion of his term as Whole-Time Director of the Company on April29 2018.

Resolutions for the appointment of Mr. Ashok Mansukhani and terms and conditions ofappointment remuneration are included in the Notice of Thirty Third (33rd)Annual General Meeting ("AGM") for seeking approval of the Members. Briefprofile of Mr. Ashok Mansukhani also forms part of the Notice convening the 33rdAGM of your Company.

Re-appointment of Mr. Ashok Mansukhani as a director immediately on retirement byrotation shall not be deemed to constitute a break in his appointment as ManagingDirector.

Your Company has received declaration from all the Independent Directors confirmingthat they meet the criteria of independence laid down in Section 149(6) of the CompaniesAct 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been nochange in the circumstances affecting their status as Independent Directors during theyear under review.

As on the date of this report Mr. Ashok Mansukhani Managing Director Mr. AmarChintopanth Chief Financial Officer and Mr. Hasmukh Shah Company Secretary &Compliance Officer are the Key Managerial Personnel of your Company in accordance with theprovisions of Section 2(51) read with Section 203 of the Act.

BOARD MEETINGS HELD DURING THE YEAR

During the year seven (7) meetings of the Board of Directors were held. The details ofthe meetings are furnished in the Corporate Governance Report which forms part of thisReport.

PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES AND DIRECTORS

The Company had engaged the services of a specialized agency to undertake theevaluation process towards the performance of the Directors individually Board as a wholeand the Board Committees. The manner in which evaluation has been carried out by the Boardin consultation with such specialized agency has been explained in the CorporateGovernance Report 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 September232015 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.

M/s Deloitte Haskins & Sells LLP Chartered Accountants will continue to hold theoffice as Statutory Auditors of the Company.

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 the Company.

Pursuant to the notification of certain sections of Companies (Amendment) Act 2017w.e.f. May 05 2018 the requirement of annual ratification of Statutory Auditors by themembers is no longer required. Accordingly the annual ratification will not be soughtfrom this year onwards.

During the year under review the statutory auditors of the Company have not reportedto the Audit Committee any incident of fraud pursuant to Section 143 (12) of the Act.

The Auditor's Report to the Members on the Standalone and Consolidated FinancialStatements of the Company for the year ended March 312018 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 has appointed M/s. ABK & AssociatesCost Accountants (Firm Registration No. 000036) as Cost Auditors of the Company for thefinancial year 2018-19 to audit the accounts relating to optic fiber leasing for thefinancial year ended March 31 2019. Necessary resolution for ratification of remunerationof the Cost Auditor for the financial year 2018-19 is placed before the Members forratification/approval.

The accounts and Cost records as specified by the Central Government under Section148(1) of the Act are made and maintained by the Company. The Cost Audit Report forfinancial year 2017-18 issued by M/s ABK & Associates Cost Auditor in respect of thevarious products prescribed under Cost Audit Rules does not contain any qualificationsreservations or adverse remarks and the same was filed with the Registrar of Companies onAugust 14 2018.

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 the financial year2017-18.

The Secretarial Audit Report for the year under review does not contain anyqualifications reservations or adverse remarks. The Secretarial Auditor's Report isannexed as Annexure "H" to this Report.

CORPORATE SOCIAL RESPONSIBILITY

Your Company has always been in the forefront for making its contribution towards thebenefit of the society at large especially amongst the weaker sections of the society.Your Company through its CSR Initiatives has contributed towards promoting of educationand community healthcare by up-grading primary health centers.

After satisfactorily attaining its objective of promoting community healthcare byup-grading primary health center in Jawahar Taluka your Company for the financial year2016-17 made a contribution of Rs. 60 Lakhs towards Hinduja Foundation's RuralDevelopment Project in Jawahar Taluka Maharashtra for implementing a project onlivelihood sanitation and providing drinking water.

The main essence of the Rural Development Project of Hinduja Foundation is to enhancethe income generation ability of the local community. Under the Rural Development Projectthe livelihood of the project participant communities was enhanced through improvedagricultural practices and by facilitating wadi tree-based farming. The communities wereprovided need- based training towards improved agricultural practices and agriculturalinputs such as high quality paddy vegetables and fruit saplings. In order to ensureavailability of water throughout the yearforthe purpose of agriculture temporary checkdams were constructed. Community based farming was encouraged so as to synergize theefforts and achieve better produce.

In order to ensure that drinking water was easily accessible various water resourcemanagement techniques were undertaken by the Foundation. This included deepening of waterwells and lifting of water from such wells through solar powered water lifting techniques.The water was then stored in the water tanks installed at suitable locations in theJawahar Taluka.

The self-help group of women were given relevant training towards the women empowermentand were introduced to the concept of savings and credit.

For the financial year 2017-18 your company has further contributed Rs. 1 Crore toHinduja Foundation towards its Rural Development Project in Jawahar Taluka PalgharDistrict Maharashtra and will therefore continue its endeavor to inter alia providelivelihood sanitation and drinking water.

The composition of the CSR Committee and annual report on CSR activities in terms ofthe requirements of Sections 134(3)(0) 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 SEBIListing Regulations the Board of Directors had approved a policy on Whistle Blower /Vigil Mechanism and the same is uploaded on the website of the Company at the link:http://www . hinduja ventures com/in v/pdf/whistlerblo wer-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.

Your Company affirms that no director/ employee has been denied access to theChairperson of the 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 risk identification and remedial steps if any to mitigate risks are periodicallyreviewed by the Company. In addition to reviewing the remedial steps the Company alsoassesses whether identified risks still exist or whether the Company is exposed to newrisks.

The Audit Committee and Board is updated on how each of the identified risk ismonitored during the reporting period so as to ensure that there is no adverse impact onthe company.

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

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD - 1 (SS-1) AND SECRETARIALSTANDARD - 2 (SS-2)

The Directors have devised proper systems to ensure compliance with the provisions ofall applicable Secretarial Standards issued by the Institute of Company Secretaries ofIndia and that such systems are adequate and operating effectively. The company hascomplied with SS-1 and SS-2.

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 sanctioned to the Company.Instruments with this rating are considered to have very strong degree of safety regardingtimely payment of financial obligations and carry lowest credit risk.

In addition to above Credit Rating Agency namely SMERARatings Limited("SMERA") had also assigned rating SMERA A+ to your company in respect of thecredit facilities. The rating outlook is "Stable".

PREVENTION OF SEXUAL HARASSMENT

Your Company has zero tolerance for sexual harassment at workplace and have adoptedpolicy 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 regarding sexualharassment. All employees (permanent temporary trainees) are covered under this policy.

During the financial year under review no concerns have been raised regarding sexualharassment at the workplace.

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 member interested in obtaining the details of the remuneration drawn by the seniorlevel employees as required under Section 197(12) of the Act read with Rule 5(2) and Rule5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014may write to the Company Secretary at the Registered Office of the Company. The saidinformation is available for inspection by the Members at the Registered Office of theCompany on any working day of the Company upto the date of the Thirty Third Annual GeneralMeeting.

GENERAL DISCLOSURES

1) No significant or material orders were passed by any Regulator or Court or Tribunalwhich can have an impact on the going concern status and the Company's operations infuture.

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 which affects the financialposition of the Company.

3) The Managing Director of the Company does not receive any remuneration or commissionfrom 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 fortheirsupport andlooks forward to their continued encouragement.

For and on behalf of the Board of Directors

Place : Mumbai Ashok P. Hinduja
Date : August 03 2018 Chairman