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Jai Corp Ltd.

BSE: 512237 Sector: Industrials
NSE: JAICORPLTD ISIN Code: INE070D01027
BSE 00:00 | 03 Feb 129.55 -1.50
(-1.14%)
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132.50

HIGH

133.15

LOW

125.35

NSE 00:00 | 03 Feb 129.60 -1.55
(-1.18%)
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132.70

HIGH

133.20

LOW

125.30

OPEN 132.50
PREVIOUS CLOSE 131.05
VOLUME 62831
52-Week high 218.00
52-Week low 95.80
P/E 42.20
Mkt Cap.(Rs cr) 2,311
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 132.50
CLOSE 131.05
VOLUME 62831
52-Week high 218.00
52-Week low 95.80
P/E 42.20
Mkt Cap.(Rs cr) 2,311
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Jai Corp Ltd. (JAICORPLTD) - Director Report

Company director report

Your Directors are pleased to present the Thirty-sixth Annual Reportand the audited accounts for the year ended 31st March 2021.

FINANCIAL SUMMARY:

(Rs. in Lakh)

Year Ended 31-03-2021 Year Ended 31-03-2020
Profit before Depreciation Finance Costs 15127.67 8302.98
Exceptional Items & Income –tax
Less: Finance Costs 1563.23 2445.98
Depreciation and Amortization Expense 1056.47 1213.93
Profit before Exceptional Items & Income-tax 12507.97 4643.07
Exceptional Items - -
Profit before Income-tax 12507.97 4643.07
Less: Provision for Taxation:
Current Tax 3399.57 1548.84
Deferred Tax Expense/ (Credit) (456.31) (1002.36)
Income Tax of Earlier Years (27.08) -
Net Profit after Tax from Continuing Operations 9591.79 4096.59
Profit/ (Loss) before Tax from Discontinued Operations 292.97 (94.19)
Tax Expenses of Discontinued Operations 22.84 (52.03)
Net Profit/(Loss) after Tax from Discontinued Op. 270.13 (42.16)
Net Profit for the Year 9861.92 4054.43
Other Comprehensive Income (net) (83.00) (197.51)
Total Comprehensive Income 9778.92 3856.92
Statement of Retained Earnings
At the beginning of the year 35328.40 28205.26
Add: Profit for the year 9861.92 4054.43
Less: Dividend paid on Shares (240.89) (240.99)
Tax on Dividend paid - (49.54)
Add: Transfer from FVOCI - 3359.24
Balance at the end of the year 44949.43 35328.40

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'sSteel Division was Rs. 8.39 crore as compared to the previous year's gross turnoverof Rs. 8.65 crore. The Division reported a profit of Rs. 0.55 crore during the yearunder review as against a loss of Rs. 0.12 crore of the previous year.

The Plastic Processing Division of the Company achieved a grossturnover of Rs. 460.55 crore as compared to previous year's gross turnover of Rs.505.14 crore. The Division reported a profit of Rs.143.65 crore during the year underreview as against a profit of Rs. 59.43 crore of the previous year.

The Spinning Division of the Company achieved a gross turnover of1.36 crore as compared to the previous year's gross turnover of Rs. 29.89 crore. TheDivision reported a profit ofRs. 2.93 crore during the year under review as against a lossof Rs. 0.94 crore of the previous year.

During the year under review the production of Plastic ProcessingDivision excluding Master batch decreased to 40346 MT during 2020-21 from 40936 MTduring 2019-20.

The third-party production (job work) of GP/GC coils and sheetsdecreased to 17447.17 MT during 2020-21 from 21986.43 MT during 2019-20. CR coils andsheets were not produced due to lack of demand. The Board has decided to discontinue theoperations of the Masterbatch and Spinning Divisions as they no longer commensurate withthe economies of scale. The Company wants to concentrate more on its core businessactivities of plastic processing. No material financial impact is envisaged on theCompany's operations.

During the year under review 870000 preference shares were redeemedat a premium in accordance with the terms of issue. Another 360000 preference shareswere redeemed on 15th June 2021. After that redemption 168000 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. Your Directors have received approval ofthe preference shareholders to roll-over the preference shares that remain outstanding asat 25th November 2021 for a further period of two years with an option withoption for early redemption and will seek the approval of the equity shareholders at theensuing 36th Annual General Meeting.

AMOUNTPROPOSEDTOBECARRIEDTOGENERAL RESERVE AND AMOUNT RECOMMENDED TO BEPAID 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 Rs. 0.01 (1 per cent)per preference share be paid on such number of non-cumulative non-participating redeemablepreference shares of face value Rs.1/- each as will remain outstanding on the recorddate for the financial year ended 31st March 2021. If approved at the ensuing36th Annual General Meeting an amount not exceeding Rs.1680/- will be payableto those preference shareholders whose names appear on the Register of Members of theCompany at close of business on 15th November 2021.

Your Directors have also recommended a dividend of Rs. 0.50/- (50 percent) per equity share on 48167010 equity shares of face value Rs.1/- each for thefinancial year ended 31st March 2021. This will amount to 24083505/- andif approved at the ensuing 36th Annual General Meeting will be paid tomembers whose names appear on the Register of Members of the Company at close of businesson 15th November 2021. In respect of shares held in dematerialized form itwill be paid to members whose names are furnished by National Securities DepositoryLimited and Central Depository Services (India) Limited as beneficial owners as on thatdate. The ‘promoters' of your Company have voluntarily and irrevocably waivedtheir entitlement to receive dividend on the equity shares for the financial year 2020-21.Hence your Directors have not recommended any dividend on 130282400 equity shares heldby the ‘promoter group'. No dividend was recommended on 44600 shares forfeitedand not re-issued.

Pursuant to the requirements of Regulation 43A of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 (the "ListingRegulations") the Company has formulated a dividend distribution policy anddisclosed it on the website. The Uniform Resource Locator ("URL") for thisPolicy is: http://www.jaicorpindia.com/pdf/Dividend-Distribution-Policy.pdf.

EXTRACT OF ANNUAL RETURN:

Annual Return referred to in sub-section (3) of section 92 of theCompanies Act 2013 ("the Act") can be viewed in the Company'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 2020-21. 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:

In accordance with the provisions of the Companies Act 2013 and theArticles of Association of the Company Mr. Virendra Jain (DIN: 00077662) retires byrotation and being eligible has offered himself for re-appointment at the ensuingAnnual General Meeting. The Board on recommendation of the Nomination and RemunerationCommittee recommends the re-appointment of Mr. Virendra Jain (DIN: 00077662).During the year under review members approved the appointment of Ms. Shruti A. Shah (DIN:08337714) as a director of the Company in the category of independent director for a termof 5 years w.e.f. 29th June 2020. Subsequent to the year under review Mr.Dinesh Deokinandan Paliwal (DIN: 00524064) was appointed as an additional director in thecategory of an executive director with the designation of Director-Works with effect from1st April 2021 for a period of 3 (three) years.

Pursuant to Section 161 of the Act he will hold office of a director upto the date of the ensuing Annual General Meeting. The Company has received notice underSection 160 of the Act from a shareholder proposing his name for appointment as anexecutive director of the Company. The Board on recommendation of the Nomination andRemuneration Committee recommends the appointment of Mr. Dinesh D. Paliwal (DIN:00524064) as an executive director of the Company. The Committee and the Board are of theview that given the knowledge and experience the appointment of Mr. Dinesh D. Paliwalwould benefit the Company. Appropriate resolution seeking members' approval to theabove are appearing in the Notice convening the 36th Annual General Meeting.

Brief resume of all Directors including those proposed to be appointed/re-appointed/continue with appointment nature of their expertise in specific functionalareas 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/ reappointed have intimated to the Companythat they are eligible for appointment/ re-appointment.

Mr. Vasudeo Srinivas Pandit (DIN: 00460320) resigned as a director ofthe Company with effect from 01st April 2021. His term as an executivedirector ended on 31st March 2021.

The Board places on record its appreciation for the services renderedby Mr. Vasudeo Srinivas Pandit during his long association with the Company.

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 Act it ishereby stated that:

(a) in the preparation of the annual accounts for the financial yearended 31st March 2021 the applicable accounting standards read withrequirements set out under Schedule III to the Act have been followed and there are nomaterial 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 2021 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 Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.

(d) the annual accounts for the financial year ended 31stMarch 2021 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 the provisions of allapplicable laws and that such systems are adequate and operating effectively.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

The Independent Directors have given their respective declarationsunder Sections 149(6) and 150(3) of the Act and under Regulation 25 of the ListingRegulations.

SECRETARIAL STANDARDS:

The Directors state that applicable Secretarial Standards have beenduly followed by the Company.

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATIONINCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES INDEPENDENCE OF ADIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178 OF THE ACT:

(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 will 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 pursuant tothe 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 procedure pertaining to appointment of small shareholders'director laid down in Rule 7 of the Companies (Appointment Qualification of and

Directors) Rules 2014 will have to be adhered to. (c) Orientation andInduction: A new director will be given a formal induction and orientation with respect tothe Company's vision core values business operations corporate governance normsfinancials etc. The Board will carry out a continuous education of its members. In respectof independent directors as required under Regulation 25(7) of SEBI ( Listing Obligationsand Disclosure Requirements) Regulations 2015

(‘Listing Regulations') the Company will familiarize themabout the organization their roles rights responsibilities in the Company nature ofthe industry in which the Company operates business model of the Company etc. fromMessrs D

(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 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 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 Companyrecognizes that non-executive directors particularly non-executive promoter directorsalso play a vital role in the business of the Company. The non-executive promoterdirectors contribute their time energy and expertise in helping the Company garnerbusiness and run its operations successfully thereby ultimately resulting in valueaddition to the Company. It is fair that the expenses incurred by directors exclusivelyfor the purposes of the Company be borne by the Company or be reimbursed to them. Paymentmay be made 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.jaicorpindia.com/pdf/nomination_remuneration.pdf

AUDITORS AND AUDITORS' REPORTS:

Pursuant to the provisions of the Act Messrs D T S & AssociatesChartered Accountants were appointed as the Auditor for a term of 5 (five) consecutiveyears at the 32nd Annual General Meeting held on 12-09-2017.

The Company has received certificate T S & Associates LLPconfirming that that they are not disqualified from continuing.

The Central Government had approved the appointment of Tadhani &Co. Cost Accountants as the cost auditor for the financial year 2020-21. The Board hasappointed Tadhani & Co. as the Cost Auditor for the financial year 2021-22. Theremuneration payable to Tadhani & Co. is subject to approval of the members at theensuing 36th Annual General Meeting.

Mr. G. B. B. Babuji Company Secretary in Whole time Practice wasappointed as the Secretarial Auditor under Section 204 of the Act. The Secretarial AuditReport issued pursuant to the provisions of Section 204 of the of the Act and theSecretarial Compliance Report issued pursuant to the provisions of Regulation 24A of theListing Regulations are given in Annexure- 1. There is no qualificationreservation or adverse comment in the Standalone Auditors' Report and the SecretarialAudit and Compliance Reports.

The Auditor has expressed a qualified opinion in the ConsolidatedStatement on Impact of Audit Qualifications is given in Auditors' Report and pursuantto the provisions of Regulation 34(2) of the Listing Regulation.

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 PARTIESREFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF THE ACT:

Particulars of contracts or arrangements with related parties referredto in sub-section (1) of Section 188 of the Act are given in Form AOC-2 in Annexure- 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: TheCompany has taken various steps for minimization of energy consumption by puttingcontinuous efforts towards optimization of operating and processing activitiesup-gradation of plant equipment etc.

ii) the steps taken by the company for utilizing alternate sourcesof 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 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 5years reckoned from the 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) (d)
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 31-03-2021 31-03-2020
1) FOB Value of Exports 5750.14 5515.22
2) CIF Value of Imports 84.70 167.58
3) Expenditure in Foreign Currency 599.58 3.50

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 in

Annexure- 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 theDirectors were suitably incorporated in the questionnaire. Similar exercise was carriedout to evaluate the performance of individual directors and that of the Committees.Performance evaluation of Directors individually was carried out by the Board with theDirector being evaluated staying out. Independent Directors at their separate meetingevaluated the performance of the Board the non-independent directors and the Chairman.Performance of the 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.

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 Reportand is not being reproduced here to avoid repetition.

CONSOLIDATED FINANCIAL STATEMENTS:

Pursuant to the provisions of the Act and in accordance with Ind AS 110– Consolidated Financial Statements read with Ind AS 28 - Investments in Associatesand Ind AS 31 - Interests in Joint Ventures the audited consolidated financial statementsare 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 the Actnor any deposit not in compliance with the requirements of Chapter V of the Act.

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 OF THE ACT OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRALGOVERNMENT:

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 Act reads withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 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 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 31 stMarch 2021 and was in receipt of remuneration not less than Rs.10200000/- ormore per annum:

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

C. Name of employee employed for part of the financial year ended 31stMarch 2021 and was in receipt of remuneration not less than Rs. 850000/- or moreper month:

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 byhimselffrom the statutory or along with his spouse and dependent children not less thantwo percent of the equity shares 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.

AUDIT COMMITTEE:

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.

COST AUDIT:

Maintenance of cost records as specified by the Central Governmentunder sub-section (1) of Section 148 of the Act 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 theconstitution of Internal Complaints Committee under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013. During the year under reviewthere were no complaints reported to the Board.

INDUSTRIAL RELATIONS:

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 Rs.730297/- was transferred as unpaid or unclaimed dividend and 238559 equity share werealso transferred.

CORPORATE GOVERNANCE:

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 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 Analysis Report portion of the CorporateGovernance Report for the year under review as stipulated under Regulation

34(3) read with 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.OUTLOOK:

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.

ACKNOWLEDGEMENT:

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.

For and on behalf of the Board of Director
Anand Jain
Mumbai Chairman
13th August 2021 DIN: 00003514

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