Your Directors are pleased to present the Thirty-fifth Annual Reportand the audited accounts for the year ended 31st March 2020.
(Rs in Lakh)
|Profit before Depreciation Finance Costs ||Year Ended 31-03-2020 ||Year Ended 31-03-2019 |
|Exceptional Items & Income-tax ||8396.74 ||10377.00 |
|Less: Finance Costs ||2446.05 ||3385.24 |
|Depreciation and Amortization Expense ||1401.79 ||1463.02 |
|Profit before Exceptional Items & Income-tax ||4548.90 ||5528.74 |
|Exceptional Items ||- ||1008.12 |
|Profit before Income-tax Less: Provision for Taxation: ||4548.90 ||4520.62 |
|Current Tax ||1532.90 ||3107.71 |
|Deferred Tax Expense/(Credit) ||(1038.42) ||(790.48) |
|Net Profit after Tax ||4054.42 ||2203.39 |
|Other Comprehensive Income (net) ||(197.51) ||1876.31 |
|Total Comprehensive Income Statement of Retained Earnings ||3856.91 ||4079.70 |
|At the beginning of the year ||28205.26 ||26292.52 |
|Add: Profit for the year ||4054.42 ||2203.39 |
|Less: Dividend paid on Shares ||(240.99) ||(241.09) |
|Tax on Dividend paid ||(49.54) ||(49.56) |
|Add: Transfer from FVOCI ||3359.24 ||- |
|Balance at the end of the year ||35328.39 ||28205.25 |
THE CHANGE IN THE NATURE OF BUSINESS IF ANY:
There was no change in the nature of business of the Company during theyear or subsequently.
RESULT OF OPERATIONS AND THE STATE OF THE COMPANY'S AFFAIRS:
During the year under review the gross turnover of the Company's SteelDivision was 8.65 crore as compared to the previous year's gross turnover of 11.96crore. The Division reported a loss of 0.12 crore during the year under review as againsta profit of 2.26 crore of the previous year.
The Plastic Processing Division of the Company achieved a grossturnover of 505.14 crore as compared to previous year's gross turnover of 579.49 crore.The Division reported a profit of 59.43 crore during the year under review as against aprofit of 82.22 crore of the previous year.
The Spinning Division of the Company achieved a gross turnover of 29.89crore as compared to the previous year's gross turnover of 31.97 crore. The Divisionreported a loss of 0.94 crore during the year under review as against a profit of 1.49crore of the previous year.
During the year under review the production of Plastic ProcessingDivision excluding Master batch decreased to 40936 MT during 2019-20 from 41737 MTduring 2018-19.
The production of Master batch decreased to 6096 MT during 2019-20from 9965 MT during 2018-19 due to down turn in the market.
The production of the Spinning Division increased to 1678 MT during2019-20 from 1642 MT during 2018-19.
The third-party production (job work) of GP/GC coils and sheetsdecreased to 21986.43 MT during 2019- 20 from 30132.87 MT during 2018-19. CR coils andsheets were not produced due to lack of demand.
The Board has decided to discontinue the operations of the Masterbatchand Spinning Divisions as they no longer commensurate with the economies of scale. TheCompany wants to concentrate more on its core business activities of plastic processing.No material financial impact is envisaged on the Company's operations.
During the year under review 750000 preference shares were redeemedat a premium in accordance with the terms of issue. Another 270000 preference shareswere redeemed on 22nd June 2020. After that redemption 1128000 preferenceshares remain outstanding. The shareholders approved roll-over the preference shares thatremain outstanding as at 25th November 2019 for a further period of two yearswith an option with option for early redemption.
AMOUNT PROPOSED TO BE CARRIED TO GENERAL RESERVE AND AMOUNT RECOMMENDEDTO BE PAID BY WAY OF DIVIDEND:
Your Directors have decided not to transfer any amount to the GeneralReserve. Your Directors have recommended a dividend at the rate of 0.01 (1 per cent) perpreference share be paid on such number of non-cumulative non-participating redeemablepreference shares of face value 1/- each as will remain outstanding on the record datefor the financial year ended 31st March 2020. If approved at the ensuing 35thAnnual General Meeting an amount not exceeding 11280/- will be payable to thosepreference shareholders whose names appear on the Register of Members of the Company atclose of business on 21st December 2020.
Your Directors have also recommended a dividend of 0.50/- (50 per cent)per equity share on 48167010 equity shares of face value 1/- each for the financialyear ended 31st March 2020. This will amount to 24083505/- and if approvedat the ensuing 35th Annual General Meeting will be paid to members whose namesappear on the Register of Members of the Company at close of business on 21stDecember 2020. In respect of shares held in dematerialized form it will be paid tomembers whose names are furnished by National Securities Depository Limited and CentralDepository Services (India) Limited as beneficial owners as on that date. The 'promoters'of your Company have voluntarily and irrevocably waived their entitlement to receivedividend on the equity shares for the financial year 2019-20. Hence your Directors havenot recommended any dividend on 130282400 equity shares held by the promotergroup' No dividend was recommended on 44600 shares forfeited and not re-issued.
EXTRACT OF ANNUAL RETURN:
Extract of Annual Return as provided under Section 92(3) of CompaniesAct 2013 not attached pursuant to enactment of Section 123 of the Companies AmendmentAct 2017 Annual Return referred to in sub-section (3) of section 92 can be viewed in theCompany's website at : http://www.jaicorpindia.com/investor/annualreports.html
NUMBER OF MEETINGS OF THE BOARD:
Four meetings of the Board of Directors and one meeting of theIndependent Directors of the Company were held during the financial year 2019-20. Furtherdetails in this regard are furnished in the Corporate Governance Report given elsewhere inthis Annual Report.
DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED ORHAVE RESIGNED DURING THE YEAR:
During the year under review the members approved the appointments ofMs. Priyanka S. Fadia (DIN: 06702342) and Mr. Kaushik Deva (DIN: 07017428) as directors ofthe Company in the category of independent director for a term of 5 years w.e.f. 06thJune 2019. and Ms. Amita J. Jasani (DIN: 08504650) as a director of the Company in thecategory of independent director for a term of 5 years w.e.f. 13th August 2019.
In accordance with the provisions of the Companies Act 2013 and theArticles of Association of the Company Mr. Vasudeo S. Pandit (DIN: 00460320) retires byrotation and being eligible has offered himself for re-appointment at the ensuing AnnualGeneral Meeting. As Mr. Vasudeo S. Pandit has attained the age of 70 years hiscontinuation as the Director-Works will require passing of a special resolution by themembers. The Board on recommendation of the Nomination and Remuneration Committeerecommends the re-appointment/ continuation with the appointment of Mr. Vasudeo S. Pandit(DIN: 00460320).
Subsequent to the year under review Ms. Shruti A. Shah (DIN: 08337714)was appointed as an additional director of the Company in the category of independentdirector for a term of 5 years w.e.f. 29th June 2020 subject to approval ofthe shareholders. Pursuant to Section 161 of the Companies Act 2013 she will hold officeof a director upto the date of the ensuing Annual General Meeting. The Company hasreceived notices under Section 160 of the Companies Act 2013 from shareholders proposingher name for appointment as independent directors. The Board on recommendation of theNomination and Remuneration Committee recommends the appointment of Ms. Shruti A. Shah(DIN: 08337714) as an independent director of the Company. The Committee and the Board areof the view that given the knowledge and experience the appointment of Ms. Shruti A. Shahwould benefit the Company. Appropriate resolution seeking members' approval to the aboveare appearing in the Notice convening the 35th Annual General Meeting.
Brief resume of all Directors including those proposed to be appointed/ re-appointed / continue with appointment nature of their expertise in specificfunctional areas and names of public limited companies in which they hold directorshipmemberships/chairmanships of Board Committees are provided elsewhere in the AnnualReport. The Directors who are being appointed/ re-appointed have intimated to the Companythat they are eligible for appointment/re-appointment.
Mr. Sandeep H. Junnarkar (DIN: 00003534) resigned as an independentdirector of the Company with effect from 01st April 2019 as professionalcommitments would thereafter not permit him to continue to devote adequate time asindependent director.
Mr. Khurshed M. Doongaji (DIN:00090939) and Dr. Anup P. Shah(DIN:00293207) who were appointed as independent directors for a first term of 5 yearswith effect from 19th September 2014 did not seek re-appointment on the expiryof their term on 18th September 2019.
Ms. Aziza A. Chitalwala (DIN: 00436939) resigned as an independentdirector of the Company with effect from 24th February 2020 due to due tounforeseen and pressing personal and travel commitments.
The Board places on record its appreciation for the services renderedby Mr. S.H. Junnarkar Mr. K.M. Doongaji Dr. A.R Shah and Ms. A. A. Chitalwala.
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 Act2013 it is hereby stated that:
(a) in the preparation of the annual accounts for the financial yearended 31st March 2020 the applicable accounting standards read withrequirements set out under Schedule III to the Companies Act 2013 have been followed andthere are no material departure(s) from the same.
(b) appropriate accounting policies have been selected and appliedconsistently and the Directors have made judgments and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the Company at theend of the financial year at 31st March 2020 and of the profit including totalcomprehensive income of the Company for that period.
(c) proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.
(d) the annual accounts for the financial year ended 31stMarch 2020 have been prepared on a 'going concern' basis.
(e) internal financial controls have been laid down to be followed bythe Company. The internal financial controls are adequate and are operating effectively.
(f) proper systems have been devised to ensure compliance with theprovisions of alt applicable laws and that such systems are adequate and operatingeffectively.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS
The Independent Directors have given their respective declarationsunder Section 149(6) of the Companies Act 2013 and under Regulation 25 of the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015
The Directors state that applicable Secretarial Standards have beenduly followed by the 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 possessadministrative skills and functional experience or knowledge of the division or departmententrusted to such director. The candidate should have strong attributes of a leader andinter-personal skills to deal with the Board colleagues peers and subordinates.
(ii) A non-executive director and an independent director shall possessappropriate skills experience and knowledge in one or more fields of finance lawmanagement sales marketing administration research corporate governance technicaloperations or other disciplines related to the Company's business.
(b) Process of selection to the Board/extending invitation to apotential candidate:
One of the roles of the Nomination and Remuneration Committee("N&RC") is to periodically identify competency gaps in the Board evaluatepotential candidates as per the criteria stated above ascertain their availability andmake suitable recommendation to the Board.
In selecting a suitable candidate as an independent director theN&RC wilt also look into the data bank that is proposed to be set up pursuant to theprovisions of Section 150 of the Companies Act 2013 and the Rules made thereunder.
The N&RC shall also identify suitable candidates in the event ofresignation retirement or demise of an existing Board member. Based on the recommendationof the N&RC the Board through its Chairman/ N&RC will then invite the prospectiveperson to join the Board as a director.
In case the shareholders recommend any person as a director pursuanttothe provisions of Section 151 of the Act and the Rules made thereunder the N&RC shallconsider that candidate and make suitable recommendation to the Board. The procedurepertaining to appointment of small shareholders' director laid down in Rule 7 of theCompanies (Appointment and Qualification of Directors) Rules 2014 will have to be adheredto.
(c) Orientation and Induction:
A new director will be given a formal induction and orientation withrespect to the Company's vision core values business operations corporate governancenorms financials etc. The Board will carry out a continuous education of its members.
In respect of independent directors as required under Regulation 25(7)of SEBI ( Listing Obligations and Disclosure Requirements) Regulations 2015 ('ListingRegulations') the Company will familiarize them about the organization their rolesrights responsibilities in the Company nature of the industry in which the Companyoperates business model of the Company etc..
(d) Remuneration to Directors:
The N&RC is inter alia required to oversee remuneration payableto directors.
The executive directors including managing directors are paidremuneration by way of salary perquisites contribution to provident fund superannuationfund gratuity encashment of leave etc. as per the terms of agreement entered into withthem and approved by the shareholders pursuant to the requirements of the Act.
Non-executive directors are paid a sitting fee for attending each Boardand/or Committee meetings except for those committees where no sitting fee is payable toattend the meetings. Such fee shall be fixed by the Board of Directors on receivingrecommendation in that respect from the N&RC. Shareholder's approval will be takenwhere the same is mandated by the provisions of the Act and/ or the Listing Regulations.
No commission is presently payable to the directors and the Company haspresently not granted any stock option to its directors. The independent directors are notentitled to stock options as mandated by law.
(e) Re-imbursement of expenses of non-executive directors:
The Company recognizes that non-executive directors particularlynon-executive promoter directors also play a vital role in the business of the Company.The non executive promoter directors contribute their time energy and expertise inhelping the Company garner business and run its operations successfully therebyultimately resulting in value addition to the Company.
It is fair that the expenses incurred by directors exclusively for thepurposes of the Company be borne by the Company or be reimbursed to them. Payment may bemade on their behalf either by the Company or be paid by them directly. Where theconcerned director seeks to claim reimbursement he/she is required to submit a claimalong with relevant particulars in supporting of the expenses incurred.
The Nomination & Remuneration Policy for Directors KMPs &Senior Management is available at the website of the Company. The Uniform Resource Locator("URL") for this Policy is: www.jajcorpindia.com/pdf/nomination_remuneration.pdf
AUDITORS AND AUDITORS' REPORTS:
Pursuant to the provisions of the Companies Act 2013 Messrs D T S& Associates Chartered Accountants were appointed as the Auditor for a term of 5(five) consecutive years at the 32nd Annual General Meeting held on 12-09-2017.The Company has received certificate from Messrs D T S & Associates LLP confirmingthat that they are not disqualified from continuing.
The Central Government had approved the appointment of BhanwarlalGurjar & Co. Cost Accountants as the cost auditor for the financial year 2019-20. TheBoard has appointed Tadhani & Co. as the Cost Auditor for the financial year 2020-21.
Mr. G. B. B. Babuji Company Secretary in Whole time Practice wasappointed as the Secretarial Auditor under Section 204 of the Companies Act 2013. TheSecretarial Audit Report issued pursuant to the provisions of Section 204 of the of theCompanies Act 2013 and the Secretarial Compliance Report issued pursuant to theprovisions of Regulation 24A of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 are given at Annexure-1.
There is no qualification reservation or adverse comment in theStandalone Auditors' Report and the Secretarial Audit and Compliance Reports.
The Auditor has expressed a qualified opinion in the ConsolidatedAuditors' Report and pursuant to the provisions of Regulation 34(2) of the ListingRegulations as amended Statement on Impact of Audit Qualifications is given at Annexure-2.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OFTHE COMPANIES Act 2013:
Particulars of loans guarantees or investments under Section 186 ofthe Companies Act 2013 are given in Annexure- 3.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERREDTO IN SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT:
Particulars of contracts or arrangements with related parties referredto in sub-section (1) of Section 188 of the Companies Act 2013 are given in Form AOC-2 inAnnexure- 4.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THECOMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
There are no material changes and commitments affecting the financialposition of the Company which have occurred between the end of the financial year and dateof this Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO:
A) CONSERVATION OF ENERGY:
i) the Steps taken or impact on conservation of energy: The Company hastaken various steps for minimization of energy consumption by putting continuous effortstowards optimization of operating and processing activities up-gradation of plantequipment etc.
ii) the steps taken by the company for utilizing alternate sources ofenergy: 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 arebeing operated efficiently.
ii) the benefits derived like product improvement cost reductionproduct development or import substitution:
The Company is producing quality products and is constantly makingefforts to reduce cost and develop products so that it leads to import substitution.
iii) In case of imported technology (imported during the last 5 yearsreckoned from the beginning of the financial year):
|The details of technology imported (a) ||The year of import (b) ||Whether the technology been fully absorbed (c) ||If not fully absorbed areas where this has not taken place reasons thereof |
|Not Applicable || || || |
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 yearand the foreign exchange outgo during the year in terms of actual outflows.
(Rs in Lakh)
|Particulars ||31-03-2020 ||31-03-2019 |
|1) FOB Value of Exports ||5515.22 ||9248.16 |
|2) CIF Value of Imports ||167.58 ||1140.21 |
|3) Expenditure in Foreign Currency ||3.50 ||943.86 |
STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISKMANAGEMENT POLICY FOR THE COMPANY INCLUDING IDENTIFICATION THEREIN OF ELEMENTS OF RISK IFANY WHICH IN THE OPINION OF THE BOARD MAY THREATEN THE EXISTENCE OF THE COMPANY:
The Risk Management Committee took note of the implementation of stepsto identify manage and mitigate the risks affecting the Company as per the RiskManagement Policy.
The Audit Committee and the Board are also apprised of the risks andthe measures taken by 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 THECOMPANY ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES TAKEN DURING THE YEAR:
Details about the policy developed and implementation by the Company onCorporate Social Responsibility (CSR) initiatives taken during the year is given inAnnexure- 5
The CSR Policy is available at the website of the Company. The URL forthis Policy is: http://www.jaicorpindia.com/pdf/CSRPolicy.pdf
STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION OFPERFORMANCE HAS BEEN MADE OF THE BOARD ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS;
An annual evaluation was carried out of performance of the Board itsCommittees and that of the individual Directors. A structured questionnaire was preparedcovering various aspects of the Board's functioning. Inputs received from the Directorswere suitably incorporated in the questionnaire. Similar exercise was carried out toevaluate the performance of individual directors and that of the Committees. Performanceevaluation of Directors individually was carried out by the Board with the Director beingevaluated staying out. Independent Directors at their separate meeting evaluated theperformance of the Board the non- independent directors and the Chairman. Performance ofthe Secretarial Department was also included in the evaluation.
The Directors expressed their satisfaction at the performance of allconcerned.
THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIESJOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:
During the year under review there is no change in subsidiary jointventure or associate companies. The Board has decided to close down the Company'swholly-owned subsidiary Jai Corp Welfare Foundation (a company incorporated under Section8 of the Companies Act 2013) and to liquidate that company. Pursuant to the Order passedby the NCLT the Company's wholly-owned subsidiary Jai Realty Ventures Limited gotamalgamated with the Company with effect from 1st April 2019.
PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIESASSOCIATES AND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT:
Highlights of performance of subsidiaries associates and joint venturecompanies and their contribution to the overall performance of the company during theperiod under report is presented in Form AOC-1 given elsewhere in the Annual Report and isnot being reproduced here to avoid repetition.
CONSOLIDATED FINANCIAL STATEMENTS:
Pursuant to the provisions of the Companies Act 2013 and in accordancewith Ind AS 110 - Consolidated Financial Statements read with Ind AS 28 - Investments inAssociates and Ind AS 31 - Interests in Joint Ventures the audited consolidated financialstatements are provided elsewhere in the Annual Report.
DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE ACT ANDDEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OF THE ACT:
Company has not accepted any deposit covered under Chapter V of theCompanies Act 2013 nor any deposit not in compliance with the requirements of Chapter Vof the Companies Act 2013.
THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORSOR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS INFUTURE:
No order has been passed by any Regulator Court or Tribunal impactingthe going concern status and the Company's operations in future.
THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITHREFERENCE TO THE FINANCIAL STATEMENTS:
The Company has in place adequate internal control with reference tothe financial statements. During the year under review such controls were put to test andwere found to be adequate.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION(12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:
No fraud has been reported by the Auditors to the Audit Committee or tothe Board of Directors of the Company.
EMPLOYEE RELATED DISCLOSURES:
Pursuant to the requirements of Section 197(12) of the Companies Actreads with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the information sough thereat is given in Annexure- 6.
Neither the Managing Director nor the Director-Works was paidcommission from the Company and they did not receive any commission from any subsidiarycompany.
Disclosure under Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014:
A. Top ten employees in terms of remuneration drawn:
|Name Age Qualification ||Designation and Nature of Employment Whether contractual or otherwise ||Remuneration Received (in Rs) ||Date of Joining and experience ||Particulars of last employment |
|Given in Annexure- 6 || || || || |
B. Name of employee employed throughout the financial year ended 31stMarch 2020 and was in receipt of remuneration not less than
|Name Age Qualification ||Designation and Nature of Employment ||Remuneration Received (in Rs.) ||Date of Joining and experience ||Particulars of last employment |
|Ashok Kumar 69 years B. Sc. (Metallurgical Engineering) ||President and Permanent ||11055516/- ||03/04/2006 and 46 Years ||Steel Authority of India ltd. Bokaro; Dy. General Manager |
C. Name of employee employed for part of the financial year ended 31s*March 2020 and was in receipt of remuneration not less than
|Name Age Qualification ||Designation and Nature of Employment ||Remuneration Received (in Rs) ||Date of Joining and experience ||Particulars of last employment |
|Not Applicable || || || || |
D. Name of employee employed throughout the financial year or partthereof was in receipt of remuneration in that year which in the aggregate or as thecase may be at a rate which in the aggregate is in excess of that drawn by the managingdirector or whole-time director or manager and holds by himself or along with his spouseand dependent children not less than two percent of the equity shares of the company.
There is no employee who was in receipt of remuneration in excess ofthat drawn by the managing director or whole-time director or manager and holds by himselfor along with his spouse and dependent children not less than two percent of the equityshares of the company.
ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS SWEAT EQUITY EMPLOYEESTOCK OPTION:
The Company has not issued any shares with differential rights sweatequity or as employee stock options.
The Audit Committee comprises of Independent Directors Mr. Kaushik Deva(Chairman) Ms. Priyanka S. Fadia and Ms. Amita J. Jasani. Non-executive Director Mr.Virendra Jain is the other member of the Committee.
All recommendations made by the Audit Committee were accepted by theBoard.
Maintenance of cost records as specified by the Central Governmentunder sub-section (1) of Section 148 of the Companies Act 2013 is required by theCompany and accordingly such accounts and records are made and maintained.
INTERNAL COMPLAINTS COMMITTEE:
The Company has complied with the provisions relating to theconstitution of Internal Complaints Committee under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.
The relations with the employees remained cordial and satisfactoryduring the year under review. TRANSFER OF UNPAID/ UNCLAIMED AMOUNTS TO IEPF:
Pursuant to the provisions of Section 124 of the Companies Act 2013the declared dividends which remained unpaid/ unclaimed for a period of 7 years along withall shares in respect of such unpaid or unclaimed dividend were transferred by the Companyto the Investor Education and Protection Fund (IEPF) established by the Central Governmentpursuant to Section 125 of the Companies Act 2013. During the year under review Rs730380/- was transferred as unpaid or unclaimed dividend and 53732 equity share werealso transferred.
The Company is committed to maintain highest standards of corporategovernance. Your Directors adhere to the requirements of the Securities and Exchange Boardof India's corporate governance practices and has implemented all the mandatoryrequirements. A separate section on Corporate Governance forms part of the Annual Report.A certificate from the statutory auditors of the Company regarding compliance of therequirements of Regulation 34(3) read with Schedule V to the Listing Regulations isattached to this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report portion of the CorporateGovernance Report for the year under review as stipulated under Regulation 34(3) readwith Schedule V to the Listing Regulations is given in Annexure-7.
BUSINESS RESPONSIBILITY REPORT:
The Business Responsibility Report for the year under review asstipulated under Regulation 34(2)(f) of the Listing Regulations is given in Annexure- 8.
The Company has invested in entities carrying on the businessespertaining to essential integrated urban infrastructure. These businesses relate tospecial economic zones port real estate etc. The Company also intends to focus on theasset management business carried out through its wholly-owned subsidiary. In additionthe Company is also taking steps to improve the performance and efficiency of its existingmanufacturing businesses. As a result of these factors your Directors are confident thatthe Company will continue sustaining our strengths.
Your Directors express their grateful appreciation for the assistanceand co-operation received from banks financial institutions Government authoritiescustomers vendors and shareholders during the year under review. Your Directors also wishto place on record their deep sense of appreciation for the committed services by theexecutives staff and workers of the Company.