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Jai Corp Ltd.

BSE: 512237 Sector: Industrials
NSE: JAICORPLTD ISIN Code: INE070D01027
BSE 00:00 | 27 Oct 83.65 0.05
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83.45

HIGH

85.40

LOW

82.70

NSE 00:00 | 27 Oct 83.40 -0.15
(-0.18%)
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83.50

HIGH

85.80

LOW

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OPEN 83.45
PREVIOUS CLOSE 83.60
VOLUME 61117
52-Week high 121.90
52-Week low 42.65
P/E 70.89
Mkt Cap.(Rs cr) 1,492
Buy Price 83.10
Buy Qty 1.00
Sell Price 83.65
Sell Qty 20.00
OPEN 83.45
CLOSE 83.60
VOLUME 61117
52-Week high 121.90
52-Week low 42.65
P/E 70.89
Mkt Cap.(Rs cr) 1,492
Buy Price 83.10
Buy Qty 1.00
Sell Price 83.65
Sell Qty 20.00

Jai Corp Ltd. (JAICORPLTD) - Director Report

Company director report

Your Directors are pleased to present the Thirty-fourth Annual Report and the auditedaccounts for the year ended 31st March 2019.

Rs. in Lakh

Year Ended 31/03/2019 Year Ended 31/03/2018
Profit before Depreciation Finance Costs Exceptional Items & Income -tax 10380.25 11045.87
Less: Finance Costs 3385.24 5218.35
Depreciation and Amortization Expense 1463.02 1536.34
Profit before Exceptional Items & Income-tax 5531.99 4291.18
Exceptional Items 1008.12 -
Profit before Income-tax 4523.87 4291.18
Less: Provision for Taxation:
Current Tax 3107.71 3051.54
Deferred Tax Expense/(Credit) (790.48) (1201.75)
Net Profit after Tax 2206.64 2441.39
Other Comprehensive Income (net) 1876.31 10237.77
Total Comprehensive Income 4082.95 12679.16
Statement of Retained Earnings
At the beginning of the year 36295.24 25916.86
Add: Profit for the year 2206.64 2441.39
Less: Dividend paid on Equity Shares (241.09) (240.84)
Tax on Dividend paid (49.56) (38.95)
Add: Transfer from FVOCI - 8216.78
Balance at the end of the year 38211.23 36295.24

THE CHANGE IN THE NATURE OF BUSINESS 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 Division was^11.96 crore as compared to the previous year's gross turnover of 22.71 crore. Howeverthe Division reported a profit of 2.26 crore during the year under review as against aprofit of 11.58 crore of the previous year.

The Plastic Processing Division of the Company achieved a gross turnover of 579.49crore as compared to previous year's gross turnover of 526.79 crore. The Divisionreported a profit of 82.22 crore during the year under review as against a profit of 75.57 crore of the previous year.

The Spinning Division of the Company achieved a gross turnover of 31.97 crore ascompared to the previous year's gross turnover of 35.35 crore. The Division reported aloss of 1.49 crore during the year under review as against a profit of 6.27 crore ofthe previous year.

During the year under review the production of Plastic Processing Division excludingMaster batch increased to 41737 MT during 2018-19 from 39704 MT during 2017-18.

The production of Master batch decreased to 9965 MT during 2018-19 from 11394 MTduring 2017-18 due to down turn in the market.

The production of the Spinning Division decreased to 1642 MT during 2018-19 from 1773MT during 2017-18.

The third-party production (job work) of GP/GC coils and sheets decreased to 30132.87MT during 2018-19 from 58115 MT during 2017-18. CR coils and sheets were not produced dueto lack of demand.

During the year under review 450000 preference shares were redeemed at a premium inaccordance with the terms of issue. Subsequently 360000 preference shares were redeemedat a premium in accordance with the terms of issue. After that redemption 1788000preference shares will remain outstanding. Your Directors have received approval of thepreference share holders to rollouer the preference shares that remain outstanding at 25thNovember 2019 for a further period of two years as with on option for earlyredemption and will seek the approval of the equity sharehoders at the ensuing 34thAnnual General Meeting.

In order to streamline group structure by reducing the number of legal entities in thegroup structure and to reduce the multiplicity of legal and regulatory compliancesrequired at present and rationalizing costs by eliminating multiple record keeping andadministrative functions the Board of Directors had approved the Scheme of Amalgamationproviding merger of its Wholly Owned Subsidiary Jai Realty Ventures Limited with theCompany subject to the approvals of the other necessary Regulatory Authorities. Theaccounts of Jai Realty Ventures Limited are already being consolidated with that of theCompany.

AMOUNT PROPOSEDTO BE CARRIED TO GENERAL RESERVE AND AMOUNT RECOMMENDED TO BE PAID BYWAY OF DIVIDEND:

Your Directors have decided not to transfer any amount to the General Reserve. YourDirectors have recommended a dividend at the rate of f 0.01 (1 per cent) per preferenceshare be paid on such number of non-cumulative non-participating redeemable preferenceshares of face value ? 1/- each as will remain outstanding on the record date for thefinancial year ended 31st March 2019. If approved at the ensuing 34thAnnual General Meeting an amount not exceeding f 17880/- will be payable to thosepreference shareholders whose names appear on the Register of Members of the Company atclose of business on 23rd September 2019.

Your Directors have also recommended a dividend of f 0.50/- (50 per cent) perequity share on 48167010 equity shares of face value f 1/- each for the financial yearended 31st March 2019. This will amount to ? 24083505/- and if approved atthe ensuing 34th Annual General Meeting will be paid to members whose namesappear on the Register of Members of the Company at close of business on 23rdSeptember 2019. 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 entitlementto receive dividend on the equity shares for the financial year 2018-19. Hence yourDirectors have not recommended any dividend on 130282400 equity shares held by the‘promoter group'. No dividend was recommended on 44600 shares forfeited and notreissued.

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://HREF="http://www.jaicorpindia.com/">www.jaicorpindia.com .

NUMBER OF MEETINGS OF THE BOARD:

Four meetings of the Board of Directors and one meeting of the Independent Directors ofthe Company were held during the financial year 2018-19. Further

details in this regard are furnished in the Corporate Governance Report given elsewherein this Annual Report.

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

During the year under review the members approved the re-appointments of Mr. GauravJain (DIN: 00077770) with effect from 04-06-2018 as the Managing Director and ChiefExecutive Officer for a period of 5 (five) years and Mr. Vasudeo S. Pandit (DIN: 00460320)with effect from 01-04-2018 as the Director- Works for a period of 3 (three) years.

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Anand Jain (DIN: 00003514) retires by rotation and beingeligible has offered himself for re-appointment at the ensuing Annual General Meeting. TheBoard on recommendation of the Nomination and Remuneration Committee recommends theappointment of Mr. Anand Jain (DIN: 00003514).

Subsequent to the year under review Ms. Priyanka S. Fadia (DIN: 06702342) and Mr.Kaushik Deva (DIN: 07017428) were appointed as additional directors of the Company in thecategory of independent director for a term of 5 years w.e.f. 06th June 2019;and Ms. Amita J. Jasani (DIN: 08504650) was appointed as an additional director of theCompany in the category of independent director for a term of 5 years w.e.f. 13thAugust 2019. These appointments are subject to approval of the shareholders. Pursuant toSection 161 of the Companies Act 2013 they will hold office of a director up to the dateof the ensuing Annual General Meeting. The Company has received notices under Section 160of the Companies Act 2013 from shareholders proposing their names for appointment asindependent directors. The Board on recommendation of the Nomination and RemunerationCommittee recommends the appointments of Ms. Priyanka S. Fadia (DIN: 06702342) Mr.Kaushik Deva (DIN: 07017428) and Ms. Amita J. Jasani (DIN: 08504650) as independentdirectors of the Company. The Committee and the Board are of the view that given theknowledge and experience the appointment of Ms. Priyanka S. Fadia Mr. Kaushik Deva andMs. Amita J. Jasani would benefit the Company. Appropriate resolutions seeking members'approval to the above are appearing in the Notice convening the 34th AnnualGeneral Meeting. Brief resume of all Directors including those proposed to be appointed/re-appointed nature of their expertise in specific functional areas and names of publiclimited companies in which they hold directorship memberships/chairmanships of BoardCommittees are provided elsewhere in the Annual Report. The Directors who are beingappointed/ reappointed have intimated to the Company that they are eligible forappointment/ re-appointment.

Mr. Sandeep H. Junnarkar (DIN: 00003534) resigned as an independent director of theCompany with effect from 01st April 2019 as professional commitments wouldthereafter not permit him to continue to devote

adequate time as independent director. The Board places on record its appreciation forthe services rendered by Mr. Junnarkar.

Mr. Khurshed M. Doongaji (DIN:00090939) and Dr. Anup P. Shah (DIN:00293207) who wereappointed as independent directors for a first term of 5 years with effect from 19thSeptember 2014 have informed the Company that they will not be seeking re-appointment onthe expiry of their present term on 18th September 2019.

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 31stMarch 2019 the applicable accounting standards read with requirements set out underSchedule III to the Companies Act 2013 have been followed and there are no materialdeparture(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 2019 and of the profit including total comprehensive incomeof the Company 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 2019 havebeen prepared 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

The Independent Directors have given their respective declarations under Section 149(6)of the Companies Act 2013 and under Regulation 25 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015.

SECRETARIAL STANDARDS:

The Directors state that applicable Secretarial Standards have been duly followed bythe Company.

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FORDETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES INDEPENDENCE OF A DIRECTOR AND OTHERMATTERS 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") isto periodically identify competency gaps in the Board evaluate potential candidates asper the criteria stated above ascertain their availability and make suitablerecommendation to the Board.

In selecting a suitable candidate as an independent director the N&RC will alsolook into the data bank that is proposed to be set up pursuant to the provisions ofSection 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

orientation with respect to the Company's vision core values business operationscorporate governance norms financials etc. The Board will carry out a continuouseducation of its members.

I n 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 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 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 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 that non-executive directors particularly non-executivepromoter directors also play a vital role in the business of the Company. Thenon-executive promoter directors contribute their time energy and expertise in helpingthe Company garner business and run its operations successfully thereby ultimatelyresulting in value addition to the Company.

It is fair that the expenses incurred by directors exclusively for the purposes of theCompany be borne by the Company or be reimbursed to them. Payment may be made on theirbehalf either by the Company or be paid by them directly. Where the concerned directorseeks to claim reimbursement he/she is required to submit a claim along with relevantparticulars in supporting of the expenses incurred.

The Nomination & Remuneration Policy for

Directors KMPs & Senior Management is available at the website of the Company. TheUniform Resource Locator ("URL") for this Policy is:HREF="http://www.jaicorpindia.com/pdf/nomination_">www.jaicorpindia.com/pdf/nomination_remuneration.pdf

AUDITORS AND AUDITORS' REPORTS:

Pursuant to the provisions of the Companies Act 2013 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 hasreceived certificate from Messrs D T S & Associates confirming that that they are notdisqualified from continuing.

The Central Government had approved the appointment of Bhanwarlal Gurjar & Co.Cost Accountants as the cost auditor for the financial year 2018-19. The Board hasre-appointed Bhanwarlal Gurjar & Co. as the Cost Auditor for the financial year2019-20.

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 issued pursuant to the provisions of Section 204 of the of the Companies Act 2013and the Secretarial Compliance Report issued pursuant to the provisions of Regulation 24Aof the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 are given at Annexure- 2.

There is no qualification reservation or adverse comment in the Standalone Auditors'Report and the Secretarial Audit and Compliance Reports.

The Auditor has expressed a qualified opinion in the Consolidated Auditors' Report andpursuant to the provisions of Regulation 34(2) of the Listing Regulations 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) (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 year and the foreignexchange outgo during the year in terms of actual outflows. (? in Lakh)

Particulars 31-03-2019 31-03-2018
1) FOB Value of Exports 9248.16 10325.79
2) CIF Value of Imports 1140.21 2327.81
3) Expenditure in Foreign Currency 943.86 1015.80

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 is:HREF="http://www.jaicorpindia.com/">http://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 evaluated staying out.Independent Directors at their separate meeting evaluated the performance of the Boardthe non-independent directors and the Chairman. Performance of the Secretarial Departmentwas also included in the evaluation. The Directors expressed their satisfaction at theperformance 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. The Board has decided to close down the Company's wholly-ownedsubsidiary Jai Corp Welfare Foundation (a company incorporated under Section 8 of theCompanies Act 2013) and to liquidate that company

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 and is notbeing reproduced here to avoid repetition.

CONSOLIDATED FINANCIAL STATEMENTS:

Pursuant to the provisions of the Companies Act 2013 and in accordance with Ind AS 110- Consolidated Financial Statements read with Ind AS 28 - Investments in Associates andInd AS 31 - Interests in Joint Ventures the audited consolidated financial statements areprovided 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 not accepted any deposit covered under Chapter V of the Companies Act 2013nor any deposit not in compliance with the requirements of Chapter V of the Companies Act2013.

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 ManagingDirector nor the Director-Works was paid commission from the Company and they did notreceive 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:

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 and Ms. A. A. Chitalwala. Non-executive Director Mr. Virendra Jain is theother 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 (PreventionProhibition 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 of Section 124 of the Companies Act 2013 the declareddividends which remained unpaid/ unclaimed for a period of 7 years along with all sharesin respect of such unpaid or unclaimed dividend were transferred by the Company to theInvestor Education and Protection Fund (IEPF) established by the Central Governmentpursuant to Section 125 of the Companies Act 2013. During the year under review Rs.404057 was transferred as unpaid or unclaimed dividend and 48903 equity share were alsotransferred.

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 thisReport.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report portion of the Corporate GovernanceReport for the year under review as stipulated under Regulation 34(3) read with ScheduleV to the Listing Regulations is presented in a separate section in the Annual Report andforms 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
21st August 2019 DIN: 00003514

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