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Modern India Ltd.

BSE: 503015 Sector: Others
NSE: N.A. ISIN Code: INE251D01023
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NSE 05:30 | 01 Jan Modern India Ltd
OPEN 38.90
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VOLUME 100
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Mkt Cap.(Rs cr) 146
Buy Price 38.90
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Sell Qty 30.00
OPEN 38.90
CLOSE 37.05
VOLUME 100
52-Week high 49.50
52-Week low 22.80
P/E
Mkt Cap.(Rs cr) 146
Buy Price 38.90
Buy Qty 110.00
Sell Price 38.90
Sell Qty 30.00

Modern India Ltd. (MODERNINDIA) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the Eighty Fourth Annual Report along withAudited Statement of Accounts for the Financial Year ended 31st March2018.

FINANCIAL RESULTS (Rs. in lakhs)
Financial year 2017-18 Financial year 2016-17*
Revenue from operations 7239.10 5694.29
Other Income 1776.83 942.67
Total Income 9015.93 6636.96
EBITDA 677.61 395.65
Depreciation 279.91 318.47
Financial Expenses 1115.26 631.56
Profit before exceptional item and tax (717.56) (554.38)
Provision for taxes (247.20) (221.13)
Profit/(Loss) after tax (470.36) (333.25)
Other comprehensive Income 1.75 (3.19)
Total comprehensive Income (468.61) (336.44

*The figures for the year 2016-17 are as per IND –AS format.

GENERAL INFORMATION ABOUT THE COMPANY

The Company has various business verticals inter alia Real Estate and InfrastructureDevelopment Power Generation Background Verification Commodities Trading Internationalprocurement solutions amongst others.

PERFORMANCE

India's business environment was tremendously shaken up by demonetization of the highcurrency notes in 2016 and the implementation of the GST in 2017 by the currentgovernment. The real estate sector definitely got affected by this exercise which resultedin poor sales that lead to almost flat prices heavy liquidity challenges and high unsoldinventory which have all colluded to keep the real estate sector away from fulfilling itspotential and provide necessary residential stability to average citizens. Even the luxuryand high-end segments of residential real estate have seen a major impact from thisexercise.

The teething problems of the implementation of GST is now nearly over and the impact isbeing seen during the current year large revenue is being collected which can be utilisedto jumpstart the economy by the government. The Real Estate (Regulation and Development)Act 2016 (RERA) and its implementation is now starting to show results as all builderspromoters are required to complete projects in time which leads to timely delivery to theend consumer as penalties are being levied by the authorities.

The Finance Ministry projects a growth rate of 7% + and these very sentiments are beingechoed by the International Monetory Fund and World Bank especially with regards to India.In our Company's context the performance of the Company was average due to variousreasons.

During the year under review the Company has executed an agreement for sale with KRaheja Corporation Private Limited for Plot D-1 bearing C.S. No. 7/1895 of BycullaDivision situate at Keshavrao Khadye Marg (Clerk Road) Mahalaxmi Mumbai -400011. Thedemolition of existing structure has been completed and construction work will begin onceall the necessary approvals and permission are in place. In the abovementioned scenariothe Company did not renew any of the leave and license agreements as the Mahalaxmiproperty was to be demolished which has now been completed this has led to loss of rentalincome. Furthermore with the NSEL crises trading in commodities was stopped. The totalturnover during the year under review is Rs. 7239.10 lakhs against Rs. 5694.29lakhs in the year 2016-17. Due to the above factors the Company has suffered a loss of Rs.470.36 lakhs after tax compared to a loss of Rs. 333.25 Lakhs in the correspondingprevious year. Considering a meagre profit in financial year 2015-16 and in absence of theprofit in preceding two financial years namely 2014-15 and 2016-17 no funds could beallocated for Corporate Social Rersponsibility for the financial year 2017-18. Howeverthe Company intends to carry out Corporate Social Responsibility activities in due courseof time.

As informed earlier the Company had planned to setup a 5 MW Solar Power Plant atSatara of which 3 MW Solar Power Plant has been commissioned in April 2015 and hasstarted supplying power. The performance of solar power generation has been adverselyaffected as the prices for solar energy has dropped from a peak of Rs.6.75 per unit toRs.2.50 per unit and also the REC certificate which are traded regularly were on hold asthe competent authorities had stayed its trading.

The Company has suffered losses due to the NSEL crisis which had shaken the faith ofthe investors in the commodity markets. Our Company along with three others had instituteda Representative Suit in the Bombay High Court inter alia against 63 Moons TechnologiesLimited (erstwhile Financial Technologies (India) Limited(FTIL)). Our suit is clubbed withother suits filed against 63 Moons Technologies Limited NSEL and others. The Governmenthas also ordered the merger of 63 Moons Technologies Limited and NSEL which was upheld inHon'ble High Court of Bombay the said order of merger has been challenged in Hon'bleSupreme Court of India which has stayed the merger till 29.08.2018 the next scheduleddate of hearing.

The Company is regularly following up on the matter and keeps the Board Members updatedabout any development in the said matter. The Management is of the view that the Companywill be in a position to recover its debts and all possible steps are being taken torecover the amount receivable Rs. 1359.51 Lakhs is outstanding as on 31stMarch 2018.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

The registered office of the Company has been shifted from Modern Centre Sane GurujiMarg Mahalaxmi Mumbai-400011 to 1 Mittal Chambers 228 Nariman Point Mumbai-400021with effect from 24.05.2018 apart from what has stated herein no major event has occurredsubsequent to the date of financial statements.

CHANGE IN THE NATURE OF BUSINESS IF ANY

There are no changes in the nature of Business during the year under review.

DIVIDEND AND RESERVES

Despite the lacklustre performance your directors are recommending dividend ofRs.0.30per share i.e 15% per equity share of Rs. 2/-each. The dividend for the yearamounts to Rs. 131.69 Lakhs including the dividend distribution tax. The proposed dividendis subject to the approval of shareholders in the ensuing Annual General Meeting. Pursuantto amendment in Accounting Standard (AS) – 4 Contingencies and events occurringafter the balance sheet date declaration of dividends to shareholders after the balancesheet date is not required to be recognized as a liability as at the Balance sheet date.The Company has total reserves of Rs. 2903.91 lakhs as on 31st March 2018.

BOARD MEETINGS AND ATTENDANCE

Details of the Directors their meetings attendance etc have been given in theCorporate Governance Report (ANNEXURE -6) which forms a part of this Annual Report.

DIRECTORS AND KEY MANANGERIAL PERSONNEL

Smt. Gauri Jatia (0096766) Director of the Company retires by rotation and beingeligible offers herself for re-appointment.

The Management recommends her re-appointment.

The Companies Act 2013 requires that the Independent Directors of the Company meet atleast once a year without the presence of Executive Directors the Non Executive Directoror the Management or the Promoters of the Company.

The Independent Directors of our Company have met once during the year on 26.03.2018.

The Nomination and Remuneration Committee and the Board of Directors have carried outthe annual performance evaluation of all the Directors including Independent DirectorsNon-executive non-Independent Directors and Chairman and Managing Director and the Boardas a whole.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received necessary declaration from each Independent Director of theCompany under Section 149(7) of the Companies Act 2013 stating that the IndependentDirector of the Company meet with the criteria of their Independence as laid down underSection 149(6) of the Companies Act 2013.

COMMITTEES OF THE BOARD

The Companies Act 2013 provides for the formation and duties of various committees ofthe Board the Company in compliance with the Act already has the following Committees inexistence as on 31st March 2018 and all the committees have specific rolesduties and responsibilities.

The following are the various Committees of the Board viz.

Audit Committee Nomination and Remuneration Committee Stakeholders RelationshipCommittee Corporate Social Responsibility Committee Risk Management Committee andInvestment and Finance Committee. Details of the meetings held and attendance at thevarious committee meetings are given in the Corporate Governance Report which forms a partof this Annual Report.

AUDIT COMMITTEE

The Audit Committee was constituted in January 2001 and has been reconstituted fromtime to time. The current strength of the Audit Committee is four members. All the membersof the Audit Committee are Non-Executive Directors. Two-thirds of the members of theCommittee are Independent Directors. All the members of Audit Committee are financiallyliterate and possess accounting and related financial management expertise.

The Audit Committee consists of:
Shri. Anand Didwania Chairman
Shri. Rajas R. Doshi Member
Shri. P. K. Bubna Member
Shri. S. D. Israni Member

The Chairman & Managing Director of the Company is a permanent Invitee of the AuditCommittee. At the invitation of the Committee representatives from various divisions ofthe Company Internal auditors Statutory Auditors and Chief Financial Officer also attendthe Audit Committee meetings to respond to queries raised at the Committee meetings. Shri.Parind Badshah Vice President and Company Secretary acts as the Secretary to the AuditCommittee.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee was constituted in April 2002 and has beenreconstituted from time to time. The Committee currently comprises of five directors wheremajority are Independent Directors. The Nomination and Remuneration Committee comprises:

Shri. Rajas R Doshi Chairman
Shri. Vijay Kumar Jatia Member
Shri. Anand Didwania Member
Shri. S. D. Israni. Member
Shri. Kaiwan Kalyaniwala Member (appointed on 19th May 2017)

The terms of reference of the Nomination and Remuneration Committee include reviewingand recommending the terms of remuneration payable to the Executive Director the KeyManagerial Personnel (KMPs) based on the evaluation of their performance and seniormanagement personnel including executives holding office of profit. The Committee alsoevaluates the performance of the Board of Directors. Shri. Parind Badshah Vice Presidentand Company Secretary acts as the Secretary to the Nomination and Remuneration Committee.

The Company has adopted a Nomination and Remuneration Policy for Directors KeyManagerial Personnel and other employee formulated by the Committee for determiningQualification Positive Attributes and Independence of a Director and others.

STAKEHOLDERS RELATIONSHIP COMMITTEE

According to the provisions of section 178(5) of the Companies Act 2013 and theCompanies (Meetings of Board and its Powers) Rules 2014 every company having more than1000 shareholders/ debenture holders/ deposit holders and any other security holders isrequired to have a "Stakeholders Relationship Committee". The said committee wasconstituted in June 2002. The Stakeholders Relationship Committee considers and resolvesthe grievances of security holders of the Company. Shri. Parind Badshah Vice Presidentand Company Secretary acts as the Secretary to Stakeholder Relationship Committee. TheCommittee consists of the following directors:

• Shri. Rajas R Doshi Chairman
• Shri. Vijay Kumar Jatia Member
• Shri. P. K. Bubna Member

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

As per the Provision of Section 135 of the Companies Act 2013 and the Companies(Corporate Social Responsibility Policy) Rules 2014. The Company has formed a"Corporate Social Responsibility Committee" which was constituted in May 2014consisting of the following Directors:

• Shri. Vijay Kumar Jatia Chairman
• Smt. Gauri Jatia Member
• Shri. Kaiwan Kalyaniwalla Member
• Shri. P. K. Bubna Member

Shri. Parind Badshah vice President and Company Secretary acts as the secretary toCorporate Social Responsibility Committee.

The Committee is authorized to do all such acts deeds and things which may benecessary for performing the duties and responsibilities defined under section 135 of theCompanies Act 2013 and the Companies (Corporate Social Responsibility Policy) Rules2014. They plan and execute the various CSR activities to be undertaken by the Company.

RISK MANAGEMENT COMMITTEE

The Company has constituted a risk management committee in October 2014 though notmandatory to evaluate the various risk factors faced by the organization and how the samecan be mitigated. The Committee comprises of the following directors:

• Shri. S.D. Israni Chairman
• Shri Vijay Kumar Jatia Member
• Shri Kaiwan Kalyaniwalla Member

INVESTMENT AND FINANCE COMMITTEE

The Investment and Finance Committee was constituted in August 2017. The Committeecurrently comprises of three directors and Presidents of the Company. The Investment andFinance Committee comprises:

• Shri. Vijay Kumar Jatia – Chairman and Managing Director

• Smt. Gauri Jatia – Director

• Shri. P. K. Bubna – Director

• Shri. Sidhant Jatia - President

• Shri. Mudit Jatia - President

The terms of reference of the said Committee is to exercise powers of investment as perlimits approved by the Board of Directors of the Company review the Company's financialpolicies risk assessment and minimization procedures approve opening and operation ofInvestment Management Accounts with Banks Financial Institutions PMS etc. ApproveOpening Closing and changes in signatories of the regular accounts with the banks for thepurpose of carrying out business operations of the Company exercise powers to borrow fundas per limits approved by the Board of Directors for the purpose of working capitalrequirements and strategic investments Review regularly and give recommendations aboutchanges to the charter of the Committee to delegate Authority from time to time to theexecutives/ Authorized personnel to implement the Committee's decision carry out anyother functions as is mandated by the Board from time to time and/or enforced by anystatutory notification amendment or modifications as may be applicable.

VIGIL MECHANISM

The Companies Act 2013 envisages a Vigilance Mechanism and accordingly keeping in viewthe above as a Whistle Blower Policy ("the Policy") has been formulated with aview to provide a mechanism for employees of the Company to approach and report theViolation to :-

(i) immediate supervisor;

(ii) Chairman of Audit Committee

(iii) anonymously by sending an e-mail to: vigilance@modernindia.co.in

All complaints / reports under this Policy will be promptly and appropriatelyinvestigated and all information disclosed during the course of the investigation willremain confidential except as necessary to conduct the investigation and take anyremedial action in accordance with applicable law.

During the year the Company had not received any complaints

DIRECTORS' RESPONSIBILITY STATEMENT

In pursuance of section 134 (5) of the Companies Act 2013 the Directors hereby statethat:

i) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departure.

ii) appropriate accounting policies have been selected and applied them consistentlyand the judgments and estimates made are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2018 and ofits profit for the year ended as on that date;

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

iv) the annual accounts have been prepared on a going concern basis.

v) Internal Financial Control have been followed by the Company and that such InternalFinancial Controls are adequate and are operating effectively.

vi) Directors have devised proper system to ensure Compliance with the provisions ofall applicable laws and that such system are adequate and operating effectively.

INTERNAL FINANCIAL CONTROL

Detailed note on Internal Financial Control is given in the Management DiscussionAnalysis which is part of this report. The Statutory Auditors M/s. Khandelwal Jain andCo. Chartered Accountants also carry out the Audit of Internal Financial Controls overFinancial Reporting as required under the Act and the Auditors have given their report tothe Board and based on which the Directors have stated in their Directors ResponsibilityStatement that the Internal Financial Control have been followed by the Company and thatsuch Internal Financial Controls are adequate and are operating effectively.

REPLY TO AUDITORS QUALIFICATION

With reference to the amount of Rs. 1359.51 lakhs receivables outstanding in respect ofcommodity trading transactions on NSEL considering the uncertainties involved in makingany reliable estimate of amount recoverable provision if any will be considered at anappropriate time other basis of resultant outcome. Until then the dues are consideredgood.

SUBSIDIARY COMPANIES

MODERN INTERNATIONAL (ASIA) LIMITED HONG KONG (MIAL)

Modern International (Asia) Limited [MIAL] is actively involved in the B2B segmentBusiness. MIAL sources products viz textile machinery furniture luggage building/construction material gift articles etc primarily from China and other Countries andexports it to its clientele in other countries. The year 2017-18 was affected by thedownturn in the Chinese market and global meltdown. However the Company managed sales /turnover of US $ 6.75million for the year 2017-18 as against US$ 24.27 million forthe year 2016-17 and it has recorded profit of US $ 31175(previous year US$192392) decrease of 83.80%. Efforts are being taken to further increase the turnover inthe coming year.

MODERN INDIA PROPERTY DEVELOPERS LIMITED (MIPDL)

The Company has entered into an agreement for development of residential complex atBikaner. The construction activity for the same will begin shortly. In the meanwhile theCompany is also considering acquiring additional land parcel for development purpose.

The performance of MIPDL was badly hampered due to loss incurred due to an investmentfor which necessary legal action is being taken to recover the suffered losses.

During the financial year 2017-18 Company has suffered a loss of Rs. 133.48 lakhsas compared to a profit of Rs. 21.73 lakhs in the year 2016-17 a reduction of 714.18%.

MODERN INDIA FREE TRADE WAREHOUSING PRIVATE LIMITED (MIFTWPL)

The Company was set up with the aim of setting up free trade warehousing facilities inthis regards the Company has in its possession land at village Sai District Raigad. Thesaid land area has potential and will offer good opportunities over a period of time.

VERIFACTS SERVICES PRIVATE LIMITED

Verifacts Services Private Limited is a human resources consulting company providingbackground/ antecedents verification services. The Company has started various otheressential services like online chat facility to interact with existing and prospectiveclients. Moreover the Company is under negotiations with some of the giant corporateentities for extending their services.

During the year Verifacts has achieved a turnover of Rs. 1845.31 Lakhs asagainst Rs. 2144.11 lakhs in the corresponding previous year a drop of 13.93%. The dropin the turnover is due to non materialization of growth in demand due to uncertainties inIT industry and reduction in recruitment due to change in the visa policy of USA andAustralia. Nevertheless this business has immense potential to flourish in future. TheCompany has entered into agreements with NSDL E-KYC NSDL - PAN Verification NSDLDatabase Management Ltd for providing better and more efficient verification services. TheCompany has also executed an agreement with Transunion CIBIL to provide credit scores ofcandidates whose background verification is being carried out on behalf of clients and theCompany is also in process of executing agreements with UIDAI.

The Company has earned a profit of Rs. 8208644 as compared to Rs. 8003393 inthe corresponding previous year an increase of 0.53% despite drop in turnover.

ASSOCIATE COMPANIES

The Company does not have any associate companies nor does it have any existing jointventure as on 31st March 2018.

Details of the Companies which have become / ceased to be its Subsidiary/ JV/ AssociateCompany.

During the year no other company became / ceased to be the subsidiary / JV / AssociateCompany.

Details of existing subsidiaries are given below:

Form AOC-I

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 ofCompanies (Accounts) Rules 2014)

Statement containing salient features of the financial statement ofsubsidiaries/associate companies/joint ventures

Part "A": Subsidiaries

Sr No. Information in respect of each subsidiary Name of the subsidiaries
Modern India Free Trade Warehousing Private Limited Modern India Property Developers Limited Modern International (Asia) Limited Verifacts Services Private Limited
1 Reporting period for the subsidiary concerned if different from the holding company's reporting period N A N A N A N A
2 Reporting currency and Exchange rate as on the last date of the relevant financial year in the case of foreign subsidiaries N A N A 1USD = INR 65.0441 N A
3 Share capital *33143546 150000000 USD 1280000 5000000
4 Reserves & surplus 32643546 (66986935) 963015 93255509
5 Total assets 45440072 83122860 2712971 136444219
6 Total Liabilities 45440072 83122860 2712971 136444219
7 Investments - 13322359 - 28873924
8 Turnover - - 6752948 184531811
9 Profit/Loss before taxation (1111698) (13348203) 31175 11468647
10 Profit/Loss after taxation (1111698) (13348203) 31175 8208644
11 Proposed Dividend NIL NIL NIL 2500000
12 % of shareholding 51% 100% 100% 76%

* The share capital including preference capital of Modern India Free Trade WarehousingPrivate Ltd. is stated as per the IND AS format adopted by the Company

EXTRACT OF ANNUAL RETURN

As required pursuant to Section 92(3) of the Companies Act 2013 and rules 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of Annual Return inMGT-9 is annexed herewith as ANNEXURE-1.

AUDITORS' APPOINTMENT/RATIFICATION

M/s. Khandelwal Jain & Company Chartered Accountants (FRN 105049W) the existingStatutory Auditor of the Company was appointed as auditors by the Members to hold officefrom the conclusion of 83rd Annual General Meeting until conclusion of the 88thAnnual General Meeting.

M/s. Khandelwal Jain & Co Chartered Accountant have an experience over 40 yearsand are well established and known in the industry. They have conducted the audits ofvarious listed and non-listed entities Banks Financial institutions Insurance Companiesand various types of Government Public and other Private concerns. The audit fees payableto the statutory auditors is decided mutually by the Statutory Auditors and the Board ofDirectors as authorised by the Members of the Company.

Pursuant to the notification of Companies (Amendment) Act 2017 the ratification of theappointment of M/s. Khandelwal Jain & Co Chartered Accountants (FRN 105049W) as thestatutory auditor of the Company was no longer required to be approved by the Board ofDirectors as well as Shareholders of the Company as the corresponding provision of the Actstands omitted. Therefore appointment of the Statutory Auditor shall be till theconclusion of the 88th Annual General Meeting of the Company.

SECRETARIAL AUDIT REPORT

Secretarial Audit Report as provided by M/s. Parikh & Associates PracticingCompany Secretaries is annexed to this Report as ANNEXURE -2.

CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGOINGS.

In compliance with the provisions of Section 134 read with Companies (Accounts) Rules2014 a statement giving requisite information is given in ANNEXURE ‘A'forming part of this Report.

FIXED DEPOSITS: During the year under review the Company has neither accepted norrenewed any Fixed Deposits under Section 73 & 74 of the Companies Act 2013.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS/ COURT OR TRIBUNALS

There are no significant and material orders passed by the regulators or Court orTribunals impacting the going concern status and the Company's operations in future.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The Company have duly complied with the Provision of the Companies Act 2013 and theCompany has taken / given

SECURED LOANS (Taken) : Rs. 61191342/-

UNSECURED LOANS (Taken): NIL

UNSECURED LOANS (given): Rs.13359897/-

CURRENT INVESTMENTS: Rs.198498298/-

NON CURRENT INVESTMENTS: Rs.1208280786/-

GUARANTEES: Corporate Guarantee for USD5.6 million given to Indian Overseas Bank forcredit facility availed by overseas Subsidiary Modern International (Asia) Limted

SECURITIES EXTENDED: Secured by Hypothecation of investments in units of Mutual Fund.

RISK MANAGEMENT POLICY

Risk is an integral and unavoidable component of business and the Management iscommitted to managing the risk in a proactive and effective manner. The Board of Directorsin its Meeting held on 18.05.2015 constituted the "Risk Management Committee"and adopted the Risk Management Policy. The objective is to identify and mitigate therisk. The Company has adopted a systematic approach to mitigate risk associated withaccomplishment of objective operations revenues and regulations.

CORPORATE SOCIAL RESPONSIBILITY POLICY

The Board of Directors in its meeting held in May 2014 constituted "CorporateSocial Responsibility Committee"(CSR) and adopted the Corporate Social ResponsibilityPolicy.

In view of the meagre profit in the year 2015-16 and loss incurred by the Company inthe subsequent financial years for the year 2018-19 no amount is available for spendingtowards corporate social responsibility.

ANNUAL REPORT ON CSR is annexed in ANNEXURE -3

PARTICULARS OF CONTRACT AND ARRANGEMENTS WITH RELATED PARTIES

Details of contracts and arrangements with related parties is given in form AOC-2 asANNEXURE- 4

FORMAL ANNUAL EVALUATION

The Board of Directors pursuant to Section 134 (3)(p) of the Companies Act 2013conducted an evaluation of the Board as a whole its Committees as well as the performanceof each individual director. The Independent directors at their meeting held in March 2015had laid down the criteria / parameters for conducting the said evaluation which wasaccepted by the Board and thereafter the evaluation was conducted. The performance of theDirectors and their role and the performance of the Committees were found satisfactory andin turn the overall performance of the Board was also satisfactory. It is important tonote here that the performance of the Company has not been up to the mark since ModernCentre has been demolished and subsequently will be under construction for considerableperiod of time stoppage of commodity trading due to National Spot Exchange Limited crisesthe unsatisfactory performance of Solar Power plant and overall downward trend due tovarious market conditions etc in the year under review.

DISCLOSURE ABOUT COST AUDIT

Cost Audit is not Applicable to the Company.

RATIOS OF REMUNERATION TO EACH DIRECTOR

The Directors of the Board receive sitting fees for attending the meeting of the Boardand its various Committees Shri. Vijay Kumar Jatia who is the Chairman and ManagingDirector of the Company pursuant to Section 196 197 and the Amended Schedule V of theCompanies Act 2013 draws the remuneration of Rs. 1.68 Crore w.e.f 1st October2016. Therefore during the year Shri. Vijay Kumar Jatia drew a total remuneration of Rs.1.56 crores.

In view of this only one ratio of remuneration of the director (Managing Director)with the median of the employees is possible which is enclosed as ANNEXURE- 5.

LISTING WITH STOCK EXCHANGE

The Company confirms that it has paid the Annual Listing fees for the year 2018-2019 toBombay Stock Exchange where the Company's Shares are listed.

CORPORATE GOVERNANCE

In compliance of Regulation 34 and 53 read with Schedule V of the SEBI (ListingObligations and Disclosure Requirements)Regulations 2015 with the Bombay Stock ExchangeLimited a Report on Corporate Governance along with a Certificate of the Auditors onCorporate Governance is annexed to this Report marked as ANNEXURE - 6.

The Company follows Secretarial Standards 1 & 2 as per government notification wellwithin the prescribed manner.

ISSUE OF SWEAT EQUITY SHARES/ISSUE OF SHARES WITH DIFFERENTIAL RIGHTS/ISSUE OF SHARESUNDER EMPLOYEES STOCK OPTION SCHEME.

The Company has not issued any sweat equity shares/ Issue of Shares with DifferentialRights/Issue of Shares under Employee's stock option scheme during the year under reviewi.e 2017-18.

DISCLOSURE ON PURCHASE BY COMPANY OR GIVING OF LOAN BY IT FOR PURCHASE OF ITS SHARES.

The Company has neither purchased nor given any loan to anyone for purchase of itsshares.

BUY BACK OF SHARES

The Company has not considered any proposal for buyback of shares during the year underreview.

MANAGEMENT DISCUSSION AND ANALYSES

As per the requirement of Regulation 34(2) and 53(f) read with Schedule V of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the ManagementDiscussion and Analysis of the events which have taken place and the conditionsprevailed during the period under review are enclosed in ANNEXURE - B to thisReport.

GREEN INITIATIVE

Your Company has taken the initiative of going green and minimizing the impact on theenvironment. The Company has been circulating the copy of the Annual Report in electronicformat to all those Members whose email addresses are available with the Company. YourCompany would encourage other Members also to register themselves for receiving AnnualReport in electronic form.

ACKNOWLEDGMENT

Your Directors wish to place on record their sincere thanks to the Valued CustomersSuppliers Bankers Central Government State Governments and various Consultants andBusiness Associates for their continued support co-operation and guidance during the yearunder review. Your Directors also wish to thank their employees and executives at alllevels for their valuable contributions.

Mumbai For and on behalf of the Board of Directors
Date: 24.05.2018 Sd/-
Vijay Kumar Jatia
Chairman & Managing Director

Registered Office: 1 Mittal Chambers 228 Nariman point Mumbai-400021.