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Jai Corp Ltd.

BSE: 512237 Sector: Industrials
NSE: JAICORPLTD ISIN Code: INE070D01027
BSE 00:00 | 22 Mar 110.80 -0.85
(-0.76%)
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113.00

HIGH

113.70

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110.45

NSE 00:00 | 22 Mar 110.90 -0.50
(-0.45%)
OPEN

112.80

HIGH

113.80

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OPEN 113.00
PREVIOUS CLOSE 111.65
VOLUME 172063
52-Week high 173.90
52-Week low 85.50
P/E 53.53
Mkt Cap.(Rs cr) 1,977
Buy Price 110.40
Buy Qty 500.00
Sell Price 110.80
Sell Qty 642.00
OPEN 113.00
CLOSE 111.65
VOLUME 172063
52-Week high 173.90
52-Week low 85.50
P/E 53.53
Mkt Cap.(Rs cr) 1,977
Buy Price 110.40
Buy Qty 500.00
Sell Price 110.80
Sell Qty 642.00

Jai Corp Ltd. (JAICORPLTD) - Director Report

Company director report

Your Directors are pleased to present the Thirty-third Annual Report and the auditedaccounts for the year ended 31st March 2018.

FINANCIAL SUMMARY:

(Rs. in Lakh)

Year Ended 31/03/2018 Year Ended 31/03/2017
Profit before Depreciation Finance Costs Exceptional Items & Income tax 11045.88 10007.41
Less: Finance Costs 5218.35 7753.01
Depreciation and Amortization Expense 1536.34 1643.31
Profit before Exceptional Items & Income-tax 4291.19 610.79
Exceptional Items - -
Profit before Income-tax 4291.19 610.79
Less: Provision for Taxation:
Current Tax 3051.54 3407.15
Deferred Tax Expense/(Credit) (1201.75) (1345.41)
Net Profit after Tax 2441.40 (1450.41)
Other Comprehensive Income (net) 10237.77 8593.44
Total Comprehensive Income 12679.17 7142.49
Statement of Retained Earnings
At the beginning of the year 25916.86 27656.44
Add: Profit for the year 2441.40 (1450.41)
Less: Dividend paid on Equity Shares (240.84) (240.84)
Tax on Dividend paid (38.95) (47.79)
Balance at the end of the year 28078.48 25916.86

THE CHANGE IN THE NATURE OF BUSSINES IF ANY:

There was no change in the nature of business of the Company during the year orsubsequently.

RESULT OF OPERATIONS AND THE STATE OF THE COMPANY’S AFFAIRS:

During the year under review the gross turnover of the Company’s Steel Divisionwas 22.71 crore as compared to the previous year’s gross turnover of 94.63 crore.However the Division reported a profit of 11.58 crore during the year under review asagainst a profit of 8.20 crore of the previous year.

The Plastic Processing Division of the Company achieved a gross turnover of 526.98crore as compared to previous year’s gross turnover of 562.96 crore. The Divisionreported a profit of 75.57 crore during the year under review as against a profit of 84.01crore of the previous year.

The Spinning Division of the Company achieved a gross turnover of 35.35 crore ascompared to the previous year’s gross turnover of 52.48 crore. The Division reporteda reduced profit of 6.27 crore during the year under review as against a profit of 7.19crore of the previous year.

During the year under review the production of Plastic Processing Division excludingMaster batch decreased from 39704 MT during 2017-18 to 42315 MT during 2016-17.

The production of Master batch decreased from 11394 MT during 2017-18 to 12809 MTduring 2016-17 due to down turn in the market.

The production of the Spinning Division decreased to 1773 MT during 2017-18 from 2310MT during 2016-17.

The third-party production (job work) of GP/GC coils and sheets increased to 58115 MTduring 2017-18 from 32624 MT during 2016-17. CR coils and sheets were not produced due tolack of demand.

During the year under review 3501900 preference shares were redeemed at a premium inaccordance with the terms of issue. After the redemption 2598000 preference sharesremained outstanding as on 31st March 2018.

AMOUNTPROPOSEDTOBECARRIEDTOGENERAL RESERVE AND AMOUNT RECOMMENDED TO BE PAID BY WAY OFDIVIDEND:

Your Directors have decided not to transfer any amount to the General Reserve. YourDirectors have recommended a dividend at the rate of ` 0.01 (1 per cent) perpreference share be paid on the 2598000 non-cumulative non-participating redeemablepreference shares of face value ` 1/- each for the financial year ended 31st March 2018.If approved at the ensuing 33rd Annual General Meeting an amount not exceeding ` 25980/-will be payable to those preference shareholders whose names appear on the Register ofMembers of the Company at close of business on 18th September 2018.

Your Directors have also recommended a dividend of ` 0.50/- (50 per cent) per equityshare on 48167010 equity shares of face value ` 1/- each for the financial year ended31st March 2017. This will amount to ` 24083505/- and if approved at the ensuing 33rdAnnual General Meeting will be paid to members whose names appear on the Register ofMembers of the Company at close of business on 18th September 2018. In respect of sharesheld in dematerialized form it will be paid to members whose names are furnished byNational Securities Depository Limited and Central Depository Services (India) Limited asbeneficial owners as on that date. The ‘promoters’ of your Company havevoluntarily and irrevocably waived their entitlement to receive dividend on the equityshares for the financial year 2017-18. Hence your Directors have not recommended anydividend on 130282400 equity shares held by the ‘promoter group’. No dividendwas recommended on 44600 shares forfeited and not re-issued.

EXTRACT OF ANNUAL RETURN:

Extract of Annual Return as provided under Section 92(3) of Companies Act 2013 isgiven at Annexure- 1. Annual Return referred to in sub-section (3) of section 92can be viewed in the Company’s website: http:// www.jaicorpindia.com.

NUMBER OF MEETINGS OF THE BOARD:

Five meetings of the Board of Directors and one meeting of the Independent Directors ofthe Company were held during the financial year 2017-18. Further details in this regardare given in the Corporate Governance Report given elsewhere in this Annual Report.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNEDDURING THE YEAR:

On expiry of his term on 31-03-2018 the Board on the recommendation of the Nominationand Remuneration Committee re-appointed Mr. Vasudeo S. Pandit (DIN: 00460320) with effectfrom 01-04-2018 as the Director- Works for a period of 3 (three) years subject toapproval of the members at the ensuing Annual General Meeting.

On expiry of his term on 03-06-2018 the Board on the recommendation of the Nominationand Remuneration Committee re-appointed Mr. Gaurav Jain (DIN: 00077770) with effect from04-06-2018 as the Managing Director and Chief Executive Officer for a period of 5 (five)years subject to approval of the members at the ensuing Annual General Meeting Inaccordance with the provisions of the Companies Act 2013 and the Articles of Associationof the Company Mr. Virendra Jain (DIN: 00077662) retire by rotation and being eligiblehas offered himself for reappointment at the ensuing Annual General Meeting. A briefresume of all Directors including those proposed to be re-appointed/ appointed nature oftheir expertise in specific functional areas and names of public limited companies inwhich they hold directorship memberships/chairmanships of Board Committees are providedelsewhere in the Annual Report. The Directors who are being re-appointed have intimated tothe Company that they are eligible for re-appointment. During the year under review Mr.Sachindra Nath Chaturvedi (DIN: 00553459) vacated his office under Section 167 of theCompanies Act 2013 as a director on incurring disqualification specified in Section164(2) of the Companies Act 2013.

There was no change among the Key Managerial Personnel during the year.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(5) of the Companies Act 2013 it ishereby stated that:

(a) in the preparation of the annual accounts for the financial year ended 31st March2018 the applicable accounting standards read with requirements set out under ScheduleIII to the Companies Act 2013 have been followed and there are no material departure(s)from the same.

(b) appropriate accounting policies have been selected and applied consistently and theDirectors have made judgments and estimates that are reasonable and prudent so as to givea true and fair view of the state of affairs of the Company at the end of the financialyear at 31st March 2018 and of the profit including total comprehensive income of theCompany for that period.

(c) proper and sufficient care has been taken 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) the annual accounts for the financial year ended 31st March 2018 have beenprepared on a ‘going concern’ basis.

(e) internal financial controls have been laid down to be followed by the Company. Theinternal financial controls are adequate and are operating effectively.

(f) proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OFSECTION 149:

The Independent Directors have given their respective declarations under Section 149(6)of the Companies Act 2013.

SECRETARIAL STANDARDS:

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 issued bythe Institute of Company Secretaries of India relating to ‘Meetings of the Board ofDirectors’ and ‘General Meetings’ respectively have been duly followed bythe Company.

COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION INCLUDINGCRITERIA FOR DETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES INDEPENDENCE OF A DIRECTORAND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178:

(a) Qualifications of directors:

(i) A candidate for executive directorship should possess administrative skills andfunctional experience or knowledge of the division or department entrusted to suchdirector. The candidate should have strong attributes of a leader and inter-personalskills to deal with the Board colleagues peers and subordinates.

(ii) A non-executive director and an independent director shall possess appropriateskills experience and knowledge in one or more fields of finance law management salesmarketing administration research corporate governance technical operations or otherdisciplines related to the Company’s business.

(b) Process of selection to the Board/ extending invitation to a potential candidate:One of the roles of the Nomination and Remuneration Committee ("N&RC") is toperiodically identify competency gaps in the Board evaluate potential candidates as perthe criteria stated above ascertain their availability and make suitable recommendationto the Board. In selecting a suitable candidate as an independent director the N&RCwill also look into the data bank that is proposed to be set up pursuant to the provisionsof Section 150 of the Companies Act 2013 and the Rules made thereunder.

The N&RC shall also identify suitable candidates in the event of resignationretirement or demise of an existing Board member. Based on the recommendation of theN&RC the Board through its Chairman/ N&RC will then invite the prospective personto join the Board as a director.

In case the shareholders recommend any person as a director pursuant to the provisionsof Section 151 of the Act and the Rules made thereunder the N&RC shall consider thatcandidate and make suitable recommendation to the Board. The procedure pertaining toappointment of small shareholders’ director laid down in Rule 7 of the Companies(Appointment and Qualification of Directors) Rules 2014 will have to be adhered to. (c)Orientation and Induction: A new director will be given a formal induction and orientationwith respect to the Company’s vision core values business operations corporategovernance norms financials etc. The Board will carry out a continuous education of itsmembers. In respect of independent directors as required under Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements)

Regulations 2015 (‘Listing Regulations’) the Company will familiarize themabout the organisation their roles rights responsibilities in the Company nature ofthe industry in which the Company operates business model of the Company etc..

(d) Remuneration to Directors:

The N&RC is inter alia required to oversee remuneration payable todirectors.

The executive directors including managing directors are paid remuneration by way ofsalary perquisites contribution to provident fund superannuation fund gratuityencashment of leave etc. as per the terms of agreement entered into with them and approvedby the shareholders pursuant to the requirements of the Act.

Non-executive directors are paid a sitting fee for attending each Board and/orCommittee meetings except for those committees where no sitting fee is payable to attendthe meetings. Such fee shall be fixed by the Board of Directors on receivingrecommendation in that respect from the N&RC. Shareholder’s approval will betaken where the same is mandated by the provisions of the Act and/ or the ListingRegulations.

No commission is presently payable to the directors and the Company has presently notgranted any stock option to its directors. The independent directors are not entitled tostock options as mandated by law.

(e) Re-imbursement of expenses of non-executive directors: The Company recognizes thatnon-executive directors particularly non-executive promoter directors also play a vitalrole in the business of the Company. The non-executive promoter directors contribute theirtime energy and expertise in helping the Company garner business and run its operationssuccessfully thereby ultimately resulting in value addition to the Company. It is fairthat the expenses incurred by directors exclusively for the purposes of the Company beborne by the Company or be reimbursed to them. Payment may be made on their behalf eitherby the Company or be paid by them directly. Where the concerned director seeks to claimreimbursement he/she is required to submit a claim along with relevant particulars insupporting of the expenses incurred.

The Nomination & Remuneration Policy for Directors KMPs & Senior Management isavailable at the website of the Company. The

Uniform Resource Locator ("URL") for this Policy is:www.jaicorpindia.com/pdf/nomination_ remuneration.pdf

AUDITORS AND AUDITORS’ REPORTS: Pursuant to the provisions of the CompaniesAct 2013 Messrs D T S & Associates Chartered Accountants were appointed as theAuditor for a term of 5 (five) consecutive years at the 32nd Annual General Meeting heldon 12-09-2017. The Companyhasreceivedcertificatefrom Messrs D T S & Associatesconfirming that that they are not disqualified from continuing.

The Central Government had approved the appointment of Messrs ABK & AssociatesCost Accountants as the cost auditor for the financial year 2017-18. The Board hasappointed Bhanwarlal Gurjar & Co. as the Cost Auditor for the financial year 2018-19.

Mr. G. B. B. Babuji Company Secretary in Whole time Practice was appointed as theSecretarial Auditor under Section 204 of the Companies Act 2013. The Secretarial AuditReport is given at

Annexure- 2.

There is no qualification reservation or adverse comment in the StandaloneAuditors’ Report and the Secretarial Audit Report.

The Auditor has expressed a qualified opinion in the Consolidated Auditors’ Reportand pursuant to the provisions of Regulation 34(2) of the ListingRegulations as amendedStatement on Impact of Audit Qualifications is given at Annexure- 3.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES Act2013:

Particulars of loans guarantees or investments under Section 186 of the Companies Act2013 are given in

Annexure- 4.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO INSUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT:

Particulars of contracts or arrangements with related parties referred to insub-section (1) of Section 188 of the Companies Act 2013 are given in form AOC-2 in

Annexure-5.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year and date of this Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

A) CONSERVATION OF ENERGY:

i) the Steps taken or impact on conservation of energy: The Company has takenvarious steps for minimization of energy consumption by putting continuous efforts towardsoptimization of operating and processing activities up-gradation of plant equipment etc.

ii) the steps taken by the company for utilizing alternate sources of energy: Nil

iii) the capital investment on energy conservation equipment: Nil

B) TECHNOLOGY ABSORPTION:

i) the efforts made in technology absorption:

At the plants technology has been fully absorbed and the plants are being operatedefficiently

ii) the benefits derived like product improvement cost reduction productdevelopment or import substitution:

The Company is producing quality products and is constantly making efforts to reducecost and develop products so that it leads to import substitution.

iii) In case of imported technology (imported during the last 5 years reckoned fromthe beginning of the financial year):

The details of technology imported The year of import Whether the technology been fully absorbed If not fully absorbed areas where this has not taken place reasons thereof
(a) (b) (c) Not Applicable (d)

iv) the expenditure incurred on Research and Development: Nil

C) Foreign exchange earnings and outgo:

The foreign exchange earned in terms of actual inflows during the year and the foreignexchange outgo during the year in terms of actual outflows.

( in Lakh)
Particulars 31-03-2018 31-03-2017
1) FOB Value of Exports 10325.79 13185.79
2) CIF Value of Imports 2327.81 1907.27
3) Expenditure in Foreign Currency 1015.80 954.41

Further details are given in Note 36 of the Standalone Financial Statement appearingelsewhere in the Annual Report.

STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY FOR THECOMPANY INCLUDING IDENTIFICATION THEREIN OF ELEMENTS OF RISK IF ANY WHICH IN THE OPINIONOF THE BOARD MAY THREATEN THE EXISTENCE OF THE COMPANY:

The Risk Management Committee took note of the implementation of steps to identifymanage and mitigate the risks affecting the Company as per the Risk Management Policy.

The Audit Committee and the Board are also apprised of the risks and the measures takenby the Company to mitigate the same.

The Company has adequate insurance cover for the normal business risks.

THE DETAILS ABOUT THE POLICY DEVELOPED AND IMPLEMENTATION BY THE COMPANY ON CORPORATESOCIAL RESPONSIBILITY INITIATIVES TAKEN DURING THE YEAR:

Details about the policy developed and implementation by the Company on CorporateSocial Responsibility (CSR) initiatives taken during the year is given in Annexure- 6

The CSR Policy is available at the website of the Company. The URL for this policy ishttp://www. jaicorpindia.com/pdf/CSRPolicy.pdf

STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION OF PERFORMANCE HASBEEN MADE OF THE BOARD ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS:

An annual evaluation was carried out of performance of the Board its Committees andthat of the individual Directors. A structured questionnaire was prepared covering variousaspects of the Board’s functioning. Inputs received from the Directors were suitablyincorporated in the questionnaire. Similar exercise was carried out to evaluate theperformance of individual directors and that of the Committees. Performance evaluation ofDirectors individually was carried out by the Board with the Director being evaluatedstaying out. Independent Directors at their separate meeting evaluated the performance ofthe Board the non-independent directors and the Chairman. Performance of the SecretarialDepartment was also included in the evaluation.

The Directors expressed their satisfaction at the performance of all concerned.

THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES JOINT VENTURESOR ASSOCIATE COMPANIES DURING THE YEAR:

During the year under review there is no change in subsidiary joint venture orassociate companies.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES ASSOCIATES AND JOINTVENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT:

Highlights of performance of subsidiaries associates and joint venture companies andtheir contribution to the overall performance of the company during the period underreport is presented in Form AOC-1 given elsewhere in the Annual Report andis not being reproduced here to avoid repetition.

CONSOLIDATED FINANCIAL STATEMENTS: Pursuant to the provisions of the Companies Act2013 and in accordance with Ind AS 110 Consolidated Financial Statements read with Ind AS28 - Investments in Associates and Ind AS 31 - Interests in Joint Ventures the auditedconsolidated financial statements are provided elsewhere in the Annual Report.

DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE ACT AND DEPOSITS WHICH ARENOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OF THE ACT: Company has notaccepted any deposit covered under Chapter V of the Companies Act 2013 nor any depositnot in compliance with the requirements of Chapter V of the Companies Act 2013.

THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

No order has been passed by any Regulator Court or Tribunal impacting the goingconcern status and the Company’s operations in future.

THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS:

The Company has in place adequate internal control with reference to the financialstatements. During the year under review such controls were put to test and were found tobe adequate.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

No fraud has been reported by the Auditors to the Audit Committee or to the Board ofDirectors of the Company.

EMPLOYEE RELATED DISCLOSURES:

Pursuant to the requirements of Section 197(12) of the Companies Act reads with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014the information sough thereat is given in

Annexure- 7

Neither the Managing Director nor the Director-Works was paid commission from theCompany and they did not receive any commission from any subsidiary company.

Disclosure under Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014: A. Top ten employees in terms of remuneration drawn:

Name Age Designation and Nature of Remuneration Date of Particulars
Qualification Employment Whether contractual or Received Joining and of last
otherwise (in `) experience employment

Given in Annexure-7

B. Name of employee employed throughout the financial year ended 31st March 2018and was in receipt of remuneration not less than 10200000/- or more per annum:

Name Age Qualification Designation and Nature of Employment Remuneration Received (in `) Date of Joining and experience Particulars of last employment
Ashok Kumar 67 Years B. Sc. (Metallurgical Engineering) President and Permanent 11055516/- 03/04/2006 and 44 Years Steel Authority of India Ltd. Bokaro; Dy. General Manager

C. Name of employee employed for part of the financial year ended 31st March 2018and was in receipt of remuneration not less than 850000/- or more per month:

Name Age Qualification Designation and Nature of Employment Remuneration Received (in `) Date of Joining and experience Particulars of last employment
Not Applicable

D. Name of employee employed throughout the financial year or part thereof was inreceipt of remuneration in that year which in the aggregate or as the case may be at arate which in the aggregate is in excess of that drawn by the managing director orwhole-time director or manager and holds by himself or along with his spouse and dependentchildren not less than two percent of the equity shares of the company.

There is no employee who was in receipt of remuneration in excess of that drawn by themanaging director or whole-time director or manager and holds by himself or along with hisspouse and dependent children not less than two percent of the equity shares of thecompany.

ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS SWEAT EQUITY EMPLOYEE STOCK OPTION:

The Company has not issued any shares with differential rights sweat equity or asemployee stock options.

AUDIT COMMITTEE:

The Audit Committee comprises of Independent Directors Mr. K. M. Doongaji (Chairman)Dr. A. P. Shah Mr. S.H. Junnarkar and Ms. A. A. Chitalwala.

Non-executive Director Mr. Virendra Jain is the other member of the Committee.

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

COST AUDIT:

Maintenance of cost records as specified by the Central Government under sub-section(1) of Section 148 of the Companies Act 2013 is required by the Company andaccordingly such accounts and records are made and maintained.

INTERNAL COMPLAINTS COMMITTEE:

The Company has complied with the provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace

(Prevention Prohibition and Redressal) Act 2013.

INDUSTRIAL RELATIONS:

The relations with the employees remained cordial and satisfactory during the yearunder review.

TRANSFER OF UNPAID/ UNCLAIMED AMOUNTS TO IEPF: Pursuant to the provisions ofSection 124 of the Companies Act 2013 the declared dividends which remained unpaid/unclaimed for a period of 7 years along with all shares in respect of such unpaid orunclaimed dividend were transferred by the Company to the Investor Education andProtection Fund (IEPF) established by the Central Government pursuant to Section 125 ofthe Companies Act 2013.

CORPORATE GOVERNANCE:

The Company is committed to maintain highest standards of corporate governance. YourDirectors adhere to the requirements of the Securities and Exchange Board of India’scorporate governance practices and has implemented all the mandatory requirements. Aseparate section on Corporate Governance forms part of the Annual Report. A certificatefrom the statutory auditors of the Company regarding compliance of the requirements ofRegulation

34(3) read with Schedule V to the Listing Regulations is attached to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT: The Management Discussion and AnalysisReport portion of the Corporate Governance Report for the year under review as stipulatedunder Regulation 34(3) read with Schedule V to the Listing Regulations is presented in aseparate section in the Annual Report and forms a part of this Report.

OUTLOOK:

The Company has invested in entities carrying on the businesses pertaining to essentialintegrated urban infrastructure. These businesses relate to special economic zones portreal estate etc. The Company also intends to focus on the asset management businesscarried out through its wholly-owned subsidiary. In addition the Company is also takingsteps to improve the performance and efficiency of its existing manufacturing businesses.As a result of these factors your Directors are confident that the Company will continuesustaining our strengths.

ACKNOWLEDGEMENT:

Your Directors express their grateful appreciation for the assistance and co-operationreceived from banks financial institutions Government authorities customers vendorsand shareholders during the year under review. Your Directors also wish to place on recordtheir deep sense of appreciation for the committed services by the executives staff andworkers of the Company.

For and on behalf of the Board of Directors
Anand Jain
Mumbai Chairman
13th August 2018 DIN: 00003514