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Directors Report of Jai Corp Ltd.

Mar 31, 2016

The Directors are pleased to present the Thirty-first Annual Report and the audited accounts for the year ended 31st March,
2016.

FINANCIAL SUMMARY:

(Rs, in Lakh)
year Ended Year Ended
31-03-2016 31-03-2015

Profit before Depreciation,
Finance Costs, 11,778.46 11,155.24

Exceptional Items & Income –tax

Less: Finance Costs 54.57 25.31

Depreciation and Amortization Expense 1,770.43 2,252.90

Profit before Exceptional
Items & Income-tax 9,953.46 8,877.03

Exceptional Items - 304.81

Profit before Income-tax 9,953.46 8,572.22

Less: Provision for Taxation:

Current Tax 3,080.01 2,900.55

Deferred Tax Expense/(Credit) (77.87) (163.39)

Net Profit after Tax 6,951.32 5,835.06

Balance brought forward
from last year 66,149.91 61,178.84

Amount available for Appropriation 73,101.23 67,013.90

appropriations:

General Reserve - 583.51

Proposed Dividend on Preference Shares 0.63 0.69

Proposed Dividend on Equity Shares 240.84 240.84

Tax on Proposed Dividend 47.89 38.99

Reversal of proposed dividend
on Preference Shares redeemed and tax on (39.01) (0.04)

proposed dividend

Balance at the end of the year 72,850.88 66,149.91

total 73,101.23 67,013.90


THE CHANGE IN THE NATURE OF BUSSINES, IF ANY:

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

STATE OF THE COMPANY''S AFFAIRS:

During the year under review, the gross turnover of the Company''s Steel Division was Rs, 12.04 crore as compared to the previous
year''s gross turnover of Rs, 27.85 crore. The Division reported a loss of Rs, 2.34 crore during the year under review as against
a loss of Rs, 6.29 crore of the previous year due to lack of demand. Due to adverse market conditions there was no activity at
the Company''s Steel Division for part of the year.

The Plastic Processing Division of the Company achieved a gross turnover of Rs, 589.13 crore as compared to previous year''s gross
turnover of Rs, 603.83 crore. The Division reported a profit of Rs, 78.02 crore during the year under review as against a profit
of Rs, 60.46 crore of the previous year. The increase in the profit can be attributed to change in product mix.

The Spinning Division of the Company achieved a gross turnover of Rs, 67.35 crore as compared to the previous year''s gross
turnover of Rs, 94.25 crore. The Division reported a profit of Rs, 12.86 crore during the year under review

as against a profit of Rs, 19.85 crore of the previous year. The decrease in the turnover can be attributed to adverse market
conditions.

During the year under review, the production of Plastic Processing Division excluding Master batch increased from 38,906 MT
during 2014-15 to 45,537 MT during 2015-16.

The production of Master batch increased from 14,767 MT during 2014-15 to 15,054 MT during 2015-16.

The production of the Spinning Division decreased from 4,033 MT during 2014-15 to 3,240 MT during 2015-16.

The production of CR coils and sheets and GP/GC coils and sheets decreased from 24,735 MT and 26,778 MT respectively during
2014-15 to Nil MT and 15,175 MT respectively during 2015-16, due to a decrease in demand for the Company''s products.

During the year under review, 6,30,000 preference shares were redeemed at a premium in accordance with the terms of issue. After
the redemption, 64,44,900 preference shares remained outstanding as on 31st March, 2016. During the current financial year (2016-
17) 1,50,000 preference shares were redeemed. After this redemption, 62,94,900 preference shares remain outstanding. At the 30th
Annual General Meeting held on 23rd September, 2015, the shareholders had agreed to roll-over these preference shares for a
further period up to two years from the date these shares become due for redemption i.e. up to 25th November, 2017, with option
for early redemption.

AMOUNT PROPOSED TO BE CARRIED TO GENERAL RESERVE AND AMOUNT RECOMMENDED TO BE PAID BY WAY OF DIVIDEND:

Your Directors have decided not to transfer any amount to the General Reserve. Your Directors have recommended a dividend at the
rate ofRs, 0.01 (1 per cent) per preference share be paid on the 62,94,900 non-cumulative non-participating redeemable preference
shares of Rs, 1/- each for the financial year ended 31st March, 2016 after considering the redemption of the afore said 1,50,000
preference shares. If approved at the ensuing 31st Annual General Meeting, Rs, 62,949/- will be payable to those preference
shareholders whose names appear on the Register of Members of the Company at close of business on 14th September, 2016.

Your Directors have also recommended a dividend of 0.50/- (50 per cent) per equity share on 4,81,67,010 equity shares ofRs, 1/-
each for the financial year ended 31st March, 2016. This will amount to Rs, 2,40,83,505/- and, if approved at the ensuing 31st
Annual General Meeting will be paid to Members whose names appear on the Register of Members of the Company at close of

business on 14th September, 2016. In respect of shares held in dematerialized form, it will be paid to members whose names are
furnished by National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owners as on
that date. The ''promoters'' of your Company have voluntarily and irrevocably waived their entitlement to receive dividend on the
equity shares for the financial year 2015-16. Hence your Directors have not recommended any dividend on 13,02,82,400 equity
shares held by the ''promoter group''. No dividend was recommended on 44,600 shares forfeited and not re-issued.

EXTRACT OF ANNUAL RETURN:

Extract of Annual Return as provided under Section 92(3) of Companies Act, 2013 is given at annexure- 1

NUMBER OF MEETINGS OF THE BOARD:

Six meetings of the Board of Directors and one meeting of only the Independent Directors of the Company were held during the
financial year 2015-16. Further details in this regard are given in the Corporate Governance Report given elsewhere in this
Annual Report.

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

The shareholders approved the appointment of woman director, Ms. Aziza Ashraf Chitalwala (DIN: 00436939), who is also an
independent director, at the 30th Annual General Meeting.

The re-appointment of Mr. Vasudeo Shrinivas Pandit (DIN: 00460320) as Director-Works was approved by the shareholders at the 30th
Annual General Meeting.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Anand Jain (DIN:
00003514) retires by rotation and, being eligible, has offered himself for the re-appointment at the ensuing Annual General
Meeting.

A brief resume of all Directors including those proposed to be re-appointed / appointed, nature of their expertise in specific
functional areas and names of public limited companies in which they hold directorship, memberships/chairmanships of Board
Committees, are provided elsewhere in the Annual Report. The Director who is being re-appointed has intimated to the Company that
he is eligible for re-appointment.

None of the Directors resigned during the year.

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 is hereby stated that:


(a) in the preparation of the annual accounts for the financial year ended 31st March, 2016, the applicable accounting standards
read with requirements set out under Schedule III to the Companies Act, 2013 have been followed along with proper explanation
relating to material departure(s).

(b) appropriate accounting policies have been selected and applied consistently and the Directors have made judgments and
estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end
of the financial year at 31st March, 2016 and of the profit of the Company for that period.

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities.

(d) the annual accounts for the financial year ended 31st March, 2016 have been prepared on a ''going concern'' basis.

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

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

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

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

COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE
ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178:

(a) Qualifications of directors:

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

(ii) A non-executive director and an independent director shall possess appropriate skills, experience and knowledge in one or
more fields of fiancé, law, management, sales, marketing, administration, research, corporate governance, technical operations or
other disciplines related to the Company''s business.

(b) Process of selection to the Board/ extending invitation to a potential candidate:

One of the roles of the Nomination and Remuneration Committee ("N&RC") is to periodically identify competency gaps in the Board,
evaluate potential candidates as per the criteria stated above, ascertain their availability and make suitable recommendation to
the Board.

In selecting a suitable candidate as an independent director the N&RC will also look into the data bank that is proposed to be
set up pursuant to the provisions of Section 150 of the Act and the Rules made there under.

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

In case the shareholders recommend any person as a director pursuant to the provisions of Section 151 of the Act and the Rules
made there under, the N&RC shall consider 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 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
operations, corporate governance norms, financials etc. The Board will carry out a continuous education of its members.

In respect of independent directors, as required under Regulation 25(7) of SEBI ( Listing Obligations and Disclosure
Requirements) Regulations, 2015 ( ''Listing Regulations''), the Company will familiarize them about the organization, their roles,
rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company,
etc..


(d) Remuneration to Directors:

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

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

Non-executive directors are paid a sitting fee for attending each Board and/or Committee meetings except for those committees
where no sitting fee is payable to attend the meetings. Such fee shall be fixed by the Board of Directors on receiving
recommendation in that respect from the N&RC. Shareholder''s approval will be taken where 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 not granted any stock option to its directors.
The independent directors are not entitled to stock options as mandated by law.

(e) Re-imbursement of expenses of non-executive directors:

The Company recognizes that non-executive directors, particularly non-executive promoter directors, also play a vital role in the
business of the Company. The non-executive promoter directors contribute their time, energy, and expertise in helping the Company
garner business and run its operations successfully, thereby ultimately resulting in value addition to the Company.

It is fair that the expenses incurred by directors exclusively for the purposes of the Company be borne by the Company or be
reimbursed to them. Payment may be made on their behalf either by the Company or be paid by them directly. Where the concerned
director seeks to claim reimbursement, he/she is required to submit a claim along 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:

It is proposed to appoint Messrs Chaturvedi & Shah, Chartered Accountants as the statutory auditor of the Company. Pursuant to
the provisions of Section 139 of the Companies Act, 2013, the Company has received certificate from Messrs Chaturvedi & Shah
confirming their eligibility for re-appointment.

The Central Government has approved the appointment of Messrs ABK & Associates, Cost Accountants as the cost auditor for the
financial year 2015-16.The Board has appointed Messrs ABK & Associates for the financial year 2016-17 also.

Mr. G. B. B. Babuji, Company Secretary in Whole time Practice was appointed as the Secretarial Auditor under Section 204 of the
Companies Act, 2013. The Secretarial Audit Report is given at annexure- 2

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

The auditor has expressed a qualified opinion in the Consolidated Auditors'' Report and pursuant to the provisions of Regulation
34(2) of the Listing Regulations as amended, Statement on Impact of Audit Qualifications is given at annexure- 3

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013 are given in

annexure- 4.

PARTICULARS OF CONTRACTS OR

ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT:

Particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 of the Companies Act,
2013 are given in annexure-5

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

There are no material changes and commitments affecting the financial position of the Company 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 taken various steps for minimization of energy
consumption by putting continuous efforts towards optimization 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

equipments: Nil

B) TECHNOLOGY ABSORPTION:

i) the efforts made in technology absorption:

At the plants, technology has been fully absorbed and the plants are being operated efficiently.

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

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

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

the the Whether If not fully
details of year of the absorbed
technology import technology areas
been fully where
absorbed 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 infows during the year and the foreign exchange outgo during the year in terms of
actual outfows.

(Rs, in lakh)

particulars 31-03-2016 31-03-2015

1) FOB Value of Exports 15,924.21 16,790.67

2) CIF Value of Imports 5,150.13 2,341.30

3) Expenditure in 1,106.37 1,190.08
Foreign Currency

Further details are given in Notes 33, 34, 35 and 36 of the Standalone Financial Statement appearing elsewhere in the Annual
Report.

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

The Risk Management Committee took note of the implementation of steps to identify, manage 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 taken by the Company to mitigate the same.

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

THE DETAILS ABOUT TH E POLICY DEVELOPED AND IMPLEMENTATION BY THE COMPANY ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES TAKEN
DURING THE YEAR:

Details about the policy developed and implementation by the company on Corporate Social Responsibility (CSR) initiatives taken
during the year is given in

annexure- 6

The CSR Policy is available at the website of the Company at http://www.jaicorpindia.com/pdf/ CSRPolicy.pdf

STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF
ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The Board has carried out an annual performance evaluation of its own performance, that of the Directors individually as well as
that of the Committees. A structured questionnaire was prepared covering various aspects of the Board''s functioning. Inputs
received from the Directors were suitably incorporated in the questionnaire. Similar exercise was carried out to evaluate the
performance of individual directors and that of the Committees. Performance evaluation of Directors individually were carried out
by the Board, with the Director being evaluated staying out. Independent Directors at their separate meeting evaluated 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 all concerned.


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

During the year under review, Sarbags Pty Limited ceased to be a subsidiary company as this company was liquidated.

Jaicorp Welfare Foundation (U85300MH 2015NPL263579), a company incorporated under Section 8 of the Companies Act, 2013 was formed
as a wholly-owned subsidiary and the following wholly-owned step-down subsidiary companies became direct wholly-owned
subsidiaries of the Company: Ashoka Realty and Developers Limited (U45200MH2008PLC177610), Ekdant Realty & Developers Limited
(U45400MH2007PLC173313), Hari Darshan Realty Limited

(U70101MH2005PLC156719), Hill Rock Construction Limited (U45200MH2005PLC156700, Hind Agri Properties Limited
(U45201MH2006PLC165967), Iconic Realtors Limited (U70102MH2007PLC173249), Jailaxmi Realty and Developers Limited
(U45200MH2008PLC177606), Krupa Land Limited (U70102MH2007PLC172876), Krupa Realtors Limited (U45400MH2007PLC173312), Multifaced
Impex Limited (U36912MH1994PLC083128), Novelty Realty & Developers Limited (U70102MH2007PLC173248), Rainbow Infraprojects Limited

(9U45203MH2007PLC174538), Rudradev Developers Limited (9U45400MH2007PLC174700), Swar Land Developers Limited
(U45201MH2007PLC168339), Swastik Land Developers Limited

(9U45201MH2007PLC168337), Vasant Bahar Realty Limited (U70100MH2005PLC156793), Welldone Real Estate Limited
(U70100MH2006PLC159918), and Yug Developers Limited (U45200MH2007PLC167531).

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES INCLUDED IN THE
CONSOLIDATED FINANCIAL STATEMENT:

Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the
consolidated financial statement is presented in Form AOC-1 elsewhere in the Annual Report and is not being reproduced here.

CONSOLIDATED FINANCIAL STATEMENTS:

Pursuant to the provisions of the Companies Act, 2013 and in accordance with the Accounting Standard (AS-21) on Consolidated
Financial Statements read with Accounting Standard (AS-23) on Accounting for Investments in Associates in Consolidated Financial
Statements, the audited consolidated financial statements are provided elsewhere in the Annual Report.

DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE ACT AND DEPOSITS 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 Companies Act, 2013 of any deposit not in compliance with the
requirements of Chapter V of the Companies Act, 2013.

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

No Order has been passed by any Regulator, Court or Tribunal impacting the going concern status and the Company''s operations in
future.

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

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

EMPLOYEE RELATED DISCLOSURES:

Pursuant to the requirements of Section 197(12) of the Companies Act reads with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the information sough thereat is given in annexure- 7

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

Disclosure under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

A. Name of employee employed throughout the financial year ended 31st March 2016 and was in receipt of remuneration not less
than 1,60,00,000/- per annum:

Name, Age, Qualification Designation remuneration Date of
Joining particu-
lars of
last
and Nature (in Rs,) and
of experi
ence employ-
ment
Employment

NOT APPLICABLE


B. Name of employee employed for part of the financial year ended 31st March 2016 and was in receipt of remuneration not less
than 8,50,000/-per month:

Name, Age,
Qualification Designation remuneration Date of Joining
and Nature of (in Rs,) and experience
Employment

NOT APPLICABLE

Name Age Particulars of last
Qualification employment


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 as employee stock options.

AUDIT COMMITTEE:

The Audit Committee comprises of Independent Directors Mr. K. M. Doongaji (Chairman), Mr. S. N. Chaturvedi and Mr. Anup P. Shah.
Non-executive Director, Mr. Virendra Jain is the other member of the Committee.

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

INDUSTRIAL RELATIONS:

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

TRANSFER OF UNPAID / UNCLAIMED AMOUNTS TO IEPF:

Pursuant to the provisions of Section 205A of the Companies Act, 1956, the declared dividends which remained unpaid/ unclaimed
for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by
the Central Government pursuant to Section 205C of the Companies Act, 1956.

CORPORATE GOVERNANCE:

The Company is committed to maintain highest standards of corporate governance. Your Directors adhere to the requirements of the
Securities and Exchange Board of India''s corporate governance practices and has implemented all the mandatory requirements. A
separate section on Corporate Governance forms part of the Annual Report. A certificate from the statutory auditors of the
Company regarding compliance of the requirements of Regulation 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 Corporate Governance Report for the year under review, as stipulated
under Regulation 34(3) read with Schedule V to the Listing Regulations is presented in a separate section in the Annual Report
and forms a part of this Report.

OUTLOOK:

The Company has invested in entities carrying on the businesses pertaining to essential integrated urban infrastructure. These
businesses relate to special economic zones, port, real estate etc. The Company also intends to focus on the asset management
business carried out through its wholly-owned subsidiary. In addition, the Company is also taking steps 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 continue sustaining our strengths.

ACKNOWLEDGEMENT:

Your Directors express their grateful appreciation for the assistance and co-operation received from banks, financial
institutions, Government authorities, customers, vendors and shareholders during the year under review. Your Directors also wish
to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the
Company.

For and on behalf of the Board of Directors

anand Jain

Mumbai, Chairman

23rd August, 2016 DIN: 00003514


Mar 31, 2015

The Directors are pleased to present the Thirtieth Annual Report and the audited accounts for the year ended 31st March, 2015.

FINANCIAL SUMMARY:

(Rs. in Lakh)

Year Ended Year Ended 31-03-2015 31-03-2014

Profit before Depreciation, Finance Costs, 11,155.24 13,499.56 Exceptional Items & Income –tax

Less: Finance Costs 25.31 8.54

Depreciation and Amortization Expense 2,252.90 1,823.07

Profit before Exceptional Items & Income-tax 8,877.03 11,667.95

Exceptional Items 304.81 -

Profit before Income-tax 8,572.22 11,667.95

Less: Provision for Taxation:

Current Tax 2,900.55 3,827.12

Deferred Tax Expense/(Credit) (163.39) 22.46

Net Profit after Tax 5,835.06 7,818.37

Balance brought forward from last year 61,178.84 54,402.09

Amount available for Appropriation 67,013.90 62,220.46

Appropriations:

General Reserve 583.51 781.84

Proposed Dividend on Preference Shares 0.69 0.77

Proposed Dividend on Equity Shares 240.84 240.84

Tax on Proposed Dividend 38.99 18.17

Reversal of proposed dividend on Preference Shares redeemed and tax thereon (0.04) -

Balance at the end of the year 66,149.91 61,178.84

Total 67,013.90 62,220.46

THE CHANGE IN THE NATURE OF BUSINESS, IF ANY:

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

STATE OF THE COMPANY'S AFFAIRS:

During the year under review, the gross turnover of the Company's Steel Division was Rs. 27.85 crore as compared to the previous year's gross turnover of Rs. 60.61 crore. The Division reported a loss of Rs. 6.29 crore during the year under review as against a profit of Rs. 1.57 crore the previous year due to lack of demand.

The Plastic Processing Division of the Company achieved a gross turnover of Rs. 603.83 crore as compared to previous year's gross turnover of Rs. 585.41 crore. The Division reported a profit of Rs. 60.46 crore during the year under review as against a profit of Rs. 67.41 crore of the previous year.

The Spinning Division of the Company achieved a gross turnover of Rs. 94.25 crore as compared to the previous year's gross turnover of Rs. 105.13 crore. The Division reported a profit of Rs. 19.85 crore during the year under review as against a profit of Rs. 16.50 crore the previous year. The increase in profit can be attributed to a better product mix.

During the year under review, the production of Plastic Processing Division excluding Masterbatch decreased marginally from 39,724 MT during 2013-14 to 38,906 MT during 2014-15.

The production of Masterbatch increased from 14,204 MT during 2013-14 to 14,767 MT during 2014-15.

The production of the Spinning Division decreased from 4,390 MT during 2013-14 to 4,033 MT during 2014-15.

The production of CR coils and sheets and GP/GC coils and sheets decreased from 57,450 MT and 56,955 MT respectively during 2013-14 to 24,735 MT and 26,778 MT respectively during 2014-15 due to a decrease in demand for the Company's products.

The Company's un-audited financial results for the quarter ended 30th June, 2015 show an overall increase in turnover as compared to the same quarter of the previous year: Rs. 169.85 crore vis-a-vis Rs. 168.45 crore. The net profit increased by about 20% to Rs. 17.58 crore from Rs. 14.62 crore. The Plastic Processing Division, showed an increase in turnover: from Rs. 144.64 during quarter ended 30th June, 2014 to Rs. 160.14 crore during the quarter ended 30th June, 2015. This Division's profits increased by about 75% to Rs. 19.20 crore from Rs. 10.99 crore. The Spinning Division, showed decrease in turnover, from Rs. 28.54 crore during quarter ended 30th June, 2014 to Rs. 21.43 crore during quarter ended 30th June, 2015 however it's profits increased to Rs. 5.42 crore from Rs. 5.09 crore. During the quarter there was no activity in the Steel Division due to lack of demand.

During the year under review, 9,00,000 preference shares were redeemed at a premium in accordance with the terms of issue. After the redemption, 70,74,900 preference shares remained outstanding as at 31st March, 2015. During the current financial year (2015-16) 2,10,000 preference shares were redeemed and another tranche of 2,10,000 will be redeemed at a premium in accordance with the terms of issue. At the 28th Annual General Meeting held on 28th September, 2013, the shareholders had agreed to roll-over these preference shares for a further period up to two years from the date these shares become due for redemption. Your Directors have received approval of the preference shareholders to roll-over the outstanding 66,54,900 preference shares for a further period of two years and will seek the approval of the equity shareholders at the ensuing 30th Annual General Meeting.

AMOUNT PROPOSED TO BE CARRIEDTOGENERAL RESERVE AND AMOUNT RECOMMENDED TO BE PAID BY WAYOF DIVIDEND:

Your Directors have proposed that Rs. 5.83 lakh be transferred to the General Reserve. Your Directors have recommended a dividend at the rate of Rs. 0.01 (1percent) per preference share be paid on the 66,54,900 non- cumulative non-participating redeemable preference shares of Rs. 1/- each for the financial year ended 31st March, 2015 after considering the redemption of the afore said 4,20,000 preference shares. If approved at the ensuing 30th Annual General Meeting, Rs. 66,549/- will be payable to those preference shareholders whose names appear on the Register of Members of the Company at close of business on 16th September, 2015.

Your Directors have also recommended a dividend of 0.50/- (50 percent) per equity share on 4,81,67,010 equity shares of Rs. 1/- each for the financial year ended 31st March, 2015. This will amount to Rs. 2,40,83,505/- and, if approved at the ensuing 30th Annual General Meeting will be paid to Members whose names appear on the Register of Members of the Company at close of business on 16th September, 2015. In respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owners as on that date. The 'promoters' of your Company have voluntarily and irrevocably waived their entitlement to receive dividend on the equity shares for the financial year 2014-15. Hence your Directors have not recommended any dividend on 13,02,82,400 equity shares held by the 'promoter group'.

EXTRACT OF ANNUAL RETURN:

Extract of Annual Return as provided under Section 92(3) of Companies Act, 2013 is given at Annexure- 1

NUMBER OF MEETINGS OF THE BOARD:

Four meetings of the Board of Directors and one meeting of only the Independent Directors of the Company were held during the financial year 2014-15. Further details in this regard are given in the Corporate Governance Report given elsewhere in this Annual Report.

DETAILS OF DIRECTORS OR KEY MANAGERAIL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR:

Mr. Khurshed Minocher Doongaji (DIN 00090939), Mr. Sandeep Hemendra Junnarkar (DIN 00003534), Mr. Sachin Nath Chaturvedi (DIN 00553459) and Mr. Anup Pravin Shah (DIN 00293207) received approval of the shareholders to continue as 'Independent Directors' at the last Annual General Meeting held on 19th September, 2014.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Virendra Jain (DIN 00077662) retires by rotation and, being eligible, has offered himself for the re- appointment at the ensuing Annual General Meeting.

The tenure of Mr. Vasudeo Shrinivas Pandit (DIN 00460320) as Director-Works came to an end on 31st March, 2015 and the Board re-appointed him as Director-Works for a period of 3 years with effect from 1st April, 2015. The re-appointment and remuneration of Mr. Vasudeo Shrinivas Pandit is subject to approval of the Members in the ensuing 30th Annual General Meeting.

During the year under review, Ms. Aziza Ashraf Chitalwala (DIN:00436939) was appointed as a woman director who is also an Independent Director. Being an additional Director, she will hold office up to the date of the 30th Annual General Meeting. The Company has received a notice proposing her name as a Director.

In the opinion of the Board, Ms. Aziza Ashraf Chitalwala, the independent director proposed to be appointed as director and who will continue to hold office as independent director, fulfils the conditions specified in the Act and the rules made thereunder and that the proposed director is independent of the management.

A brief resume of all Directors including those proposed to be re-appointed/ appointed, nature of their expertise in specific functional areas and names of public limited companies in which they hold directorship, memberships/chairmanships of Board Committees, as stipulated under Schedule IV and other provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement are provided elsewhere in the Annual Report. The Directors who are being re-appointed/ appointed have intimated to the Company that they are eligible for re-appointment/ appointment.

No Directors resigned during the year.

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 is hereby stated that:

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013 have been followed along with proper explanation relating to material departure(s).

(b) appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year at 31st March, 2015 and of the profit of the Company for that period.

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) the annual accounts for the financial year ended 31st March, 2015 have been prepared on a 'going concern' basis.

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

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

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

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

COMPANIES POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178:

(a) Qualifications of directors:

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

(ii) A non-executive director and an independent director shall possess appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations or other disciplines related to the Company's business.

(b) Process of selection to the Board/ extending invitation to a potential candidate:

One of the roles of the Nomination and Remuneration Committee ("N&RC") is to periodically identify competency gaps in the Board, evaluate potential candidates as per the criteria stated above, ascertain their availability and make suitable recommendation to the Board.

In selecting a suitable candidate as an independent director the N&RC will also look into the data bank that is proposed to be set up pursuant to the provisions of Section 150 of the Act and the Rules made thereunder.

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

In case the shareholders recommend any person as a director pursuant to the provisions of Section 151 of the Act and the Rules made thereunder, the N&RC shall consider 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 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 operations, corporate governance norms, financials etc. The Board will carry out a continuous education of its members.

In respect of independent directors, as required under Clause 49 of the Listing Agreement, the Company shall provide suitable training to independent directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc.

(d) Remuneration to Directors:

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

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

Non-executive directors are paid a sitting fee for attending each Board and/or Committee meetings except for those committees where no sitting fee is payable to attend the meetings. Such fee shall be fixed by the Board of Directors on receiving recommendation in that respect from the N&RC. Shareholder's approval will be taken where the same is mandated by the provisions of the Act and/ or the Listing Agreement.

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

(e) Re-imbursement of expenses of non-executive directors:

The Company recognizes that non-executive directors, particularly non-executive promoter directors, also play a vital role in the business of the Company. The non-executive promoter directors contribute their time, energy, and expertise in helping the Company garner business and run its operations successfully, thereby ultimately resulting in value addition to the Company.

It is fair that the expenses incurred by directors exclusively for the purposes of the Company be borne by the Company or be reimbursed to them. Payment may be made on their behalf either by the Company or be paid by them directly. Where the concerned director seeks to claim reimbursement, he/she is required to submit a claim along 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 at www. jaicorpindia.com/pdf/nomination remuneration. pdf

AUDITORS AND AUDITORS' REPORTS:[Section 134(3)(f)]

It is proposed to appoint Messrs Chaturvedi & Shah, Chartered Accountants as the statutory auditor of the Company. Pursuant to the provisions of Section 139 of the Companies Act, 2013 the Company has received certificate from Messrs Chaturvedi & Shah confirming their eligibility for re-appointment.

The Central Government has approved the appointment of Messrs ABK & Associates, Cost Accountants as the cost auditor for the financial year 2014-15. The Board has appointed Messrs ABK & Associates for the financial year 2015-16 also.

Mr. G. B. B.Babuji, Company Secretary was appointed as the Secretarial Auditor under Section 204 of the Companies Act, 2013. The Secretarial Audit Report is given at Annexure- 2

There is no qualification, reservation or adverse comment in the Auditors' Reports.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES Act, 2013:

Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013 are given at Annexure-3.

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

Particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 are given at Annexure-4

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

There are no material changes and commitments affecting the financial position of the Company 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 taken various steps for minimization of energy consumption by putting continuous efforts towards optimization 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 equipments: Nil

B) TECHNOLOGY ABSORBTION:

i) the efforts made in technology absorption:

At the plants, technology has been fully absorbed and the plants are being operated efficiently.

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

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

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

The The Whether If not fully details of year of the absorbed technology import technology areas imported been fully where absorbed 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 foreign exchange outgo during the year in terms of actual outflows.

(Rs. in lakh)

Particulars 31-03-2015 31-03-2014

1) FOB Value of Exports 16,790.67 10,676.60

2) CIF Value of Imports 2,341.30 2,036.01

3) Expenditure in 1,190.08 723.19 Foreign Currency

Further details are given in Notes 33, 34, 35 and 36 of the Standalone Financial Statement appearing elsewhere in the Annual Report.

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

During the year, the Risk Management Committee was constituted for the monitoring and reviewing of the risk management plan of the Company. The Board also formulated the Risk Management Policy for the Company during the year. This Policy is being implemented.

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

Details about the policy developed and implementation by the company on Corporate Social Responsibility (CSR) initiatives taken during the year is given in Annexure- 5

The CSR Policy is available at the website of the Company. http://www.jaicorpindia.com/pdf/CSRPolicy.pdf

STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MDE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The Board has carried out an annual performance evaluation of its own performance, that of the Directors individually as well as that of the Committees. A structured questionnaire was prepared covering various aspects of the Board's functioning. Inputs received from the Directors were suitably incorporated in the questionnaire. Similar exercise was carried out to evaluate the performance of individual directors and that of the Committees. Performance evaluation of Directors individually were carried out by the Board, with the Director being evaluated staying out. Independent Directors at their separate meeting evaluated 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 all concerned.

THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR: [Rule 8(5)(iv)]

During the year under review, Jai Corp Finance & Holding (CIN:U65990MH2006PLC159173) ceased to be a subsidiary company.

Subsequent to year end, Jaicorp Welfare Foundation (CIN:U85300MH2015PLC159173), a company incorporated under Section 8 of the Companies Act, 2013 was formed as a wholly-owned subsidiary to carry out corporate social responsibility activities of the Company and the following wholly-owned step- down subsidiary companies became direct wholly- owned subsidiaries of the Company: Ashoka Realty and Developers Limited , Ekdant Realty & Developers Limited, Hari Darshan Realty Limited, Hill Rock Construction Limited, Hind Agri Properties Limited, Iconic Realtors Limited, Jailaxmi Realty and Developers Limited, Krupa Land Limited, Krupa Realtors Limited, Multifaced Impex Limited, Novelty Realty & Developers Limited, Rainbow Infraprojects Limited, Rudradev Developers Limited, Swar Land Developers Limited, Swastik Land Developers Limited, Vasant Bahar Realty Limited, Well done Real Estate Limited, and Yug Developers Limited.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND

JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT:

Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement is presented in Form AOC-1 elsewhere in the Annual Report and is not being reproduced here.

CONSOLIDATED FINANCIAL STATEMENTS:

Pursuant to the provisions of the Companies Act, 2013 and in accordance with the Accounting Standard (AS-21) on Consolidated Financial Statements read with Accounting Standard (AS-23) on Accounting for Investments in Associates in Consolidated Financial Statements, the audited consolidated financial statements are provided elsewhere in the Annual Report.

DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE ACT AND DEPOSITS 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 Companies Act, 2013 of any deposit not in compliance with the requirements of Chapter V of the Companies Act, 2013.

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

No order was passed by any Regulator, Court or Tribunal impacting the going concern status and the Company's operations in future.

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

The Company has in place adequate internal control with reference to the financial statements. During the year such controls were put to test and were found to be adequate.

EMPLOYEE RELATED DISCLOSURES:

Pursuant to the requirements of Section 197(12) of the Companies Act reads with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the information sough thereat is given in Annexure- 6

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

Disclosure under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

A. Name of employee employed throughout the financial year ended 31st March 2015 and was in receipt of remuneration not less than 60,00,000/- per annum

Name, Age, Qualification Designation Remuneration Date of Joining Particulars of last and Nature of and experience employment (in Rs.) Employment

Mr. Ashok Kumar, 63 President , 71,61,225/- 03.04.2006, Steel Authority years, Metallurgical Steel Division, 41 years of India Limited, Engineer Contractual Bokaro as Deputy General Manager

Mr. Ashok Kumar does not hold any share in the Company and is not related to any director or manager of the Company.

B. Name of employee employed for part of the financial year ended 31st March 2015 and was in receipt of remuneration not less than 5,00,000/-per month

Name, Age, Qualification Designation Remuneration Date of Joining Particulars of last and Nature of and experience employment (in Rs.) Employment

Not Applicable

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

The Company has not issued any share with differential rights, sweat equity or as employee stock option.

AUDIT COMMITTEE [177(8)]:

The Audit Committee comprises of Independent Directors Mr. K. M. Doongaji ( Chairman), Mr. S. N. Chaturvedi and Mr. Anup P. Shah. Non-executive Director, Mr. Virendra Jain is the other member of the Committee.

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

INDUSTRIAL RELATIONS:

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

TRANSFER OF UNPAID/ UNCLAIMED AMOUNTS TO IEPF:

Pursuant to the provisions of Section 205A of the Companies Act, 1956, the declared dividends which remain unpaid/ unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 205C of the Companies Act, 1956.

CORPORATE GOVERNANCE:

The Company is committed to maintain highest standards of corporate governance. Your Directors adhere to the requirements set out by the Securities and Exchange Board of India's corporate governance practices and have implemented all the mandatory requirements. A separate section on Corporate Governance forms part of the Annual Report. A certificate from the statutory auditors of the Company regarding compliance of the requirements of Clause 49 of the Listing Agreement with the Stock Exchanges is attached to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report portion of the Corporate Governance Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section in the Annual Report and forms a part of this Report.

OUTLOOK:

The Company has invested in the businesses pertaining to essential integrated urban infrastructure. These businesses relate to special economic zones, port, real estate etc. The Company also intends to focus on the asset management business carried out through its wholly owned subsidiary. In addition, the Company is also taking steps 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 continue building on its strengths.

ACKNOWLEDGEMENT:

Your Directors express their grateful appreciation for the assistance and co-operation received from banks, financial institutions, Government authorities, customers, vendors and shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.

For and on behalf of the Board of Director

Anand Jain

Mumbai, Chairman

11th August, 2015 DIN: 00003514


Mar 31, 2014

Dear Members,

The Directors are pleased to present the Twenty-ninth Annual Report and the audited accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS: (RsRs. in Lakh) Year Ended Year Ended 31-03-2014 31-03-2013 Profit before Depreciation, Finance Costs,

Income –tax and adjustments for Prior 13,499.56 12,724.03 Period Items

Less: Finance Costs 8.54 52.71

Depreciation and Amortization Expense 1,823.07 1,802.41

Profit before Income-tax and adjustments for

Prior Period Items 11,667.95 10,868.91

Less: Provision for Taxation:

Current Tax 3,827.12 3,174.60

Deferred Tax Expenses 22.46 205.51 Profit after Tax but before adjustments for

Prior Period Items 7,818.37 7,488.80

Balance brought forward from last year 54,402.09 47,934.59

Amount available for Appropriation 62,220.46 55,423.39

Appropriations:

General Reserve 781.84 748.88

Proposed Dividend on Preference Shares 0.77 0.83

Proposed Dividend on Equity Shares 240.84 240.84

Tax on Proposed Dividend 18.17 32.57

Reversal of proposed dividend on Preference

Shares redeemed and tax thereon - (1.82)

Balance at the end of the year 61,178.84 54,402.09

Total 62,220.46 55,423.39

RESULTS OF OPERATIONS:

During the year under review, the gross turnover of the Company''s Steel Division was Rs. 60.61 crore as compared to the previous year''s gross turnover of Rs. 30.98 crore. The Division reported a Profit of Rs.1.56 crore during the year under review as against a loss of Rs.0.88 crore the previous year due to an improved product mix.

The Plastic Processing Division of the Company achieved a gross turnover of Rs.586.49 crore as compared to previous year''s gross turnover of Rs. 533.48 crore. The Division reported a Profit of Rs. 67.77 crore during the year under review as against a Profit of Rs. 56.24 crore the previous year.

The Spinning Division of the Company achieved a gross turnover of Rs. 105.13 crore as compared to the previous year''s gross turnover of Rs.114.40 crore. The Division reported a Profit of Rs. 16.50 crore during the year under review as against a Profit of Rs. 10.05 crore the previous year. The increase in Profit can be attributed to a better product mix.

During the year under review, the production of Plastic Processing Division excluding Masterbatch decreased marginally from 39,781 MT during 2012-13 to 39,724 MT during 2013-14.

The production of Masterbatch increased from 13,614 MT during 2012-13 to 14,204 MT during 2013-14.

The production of the Spinning Division decreased from 5,675 MT during 2012-13 to 4,390 MT during 2013-14.

The production of CR coils and sheets and GP/GC coils and sheets decreased from 59,483 MT and 61,107 MT respectively during 2012-13 to 57,450 MT and 56,955 MT respectively during 2013-14 due to a decrease in demand for the Company''s products.

The Company''s un-audited financial results for the quarter ended 30-06-2014 show an overall increase in turnover as compared to the same quarter of the previous year: Rs. 168.45 crore vis-à-vis Rs. 150.38 crore. However, the net Profit decreased from Rs. 19.73 crore to Rs. 14.62 crore. Turnover of the Steel Division has decreased from Rs. 7.50 crore during quarter ended 30-06-2013 to Rs. 5.36 crore during the quarter ended 30-06-2014. The Division had earned a Profit of Rs. 0.40 crore during the same quarter last year, during this year''s quarter there is a loss of Rs. 0.69 crore mainly due to lack of demand. The Plastic Processing Division, showed an increase in turnover: from Rs. 127.14 crore during quarter ended 30-06-2013 to Rs. 144.64 crore during the quarter ended 30-06-2014. However, this Division''s Profits decreased from Rs. 14.61 crore to Rs. 10.99 crore mainly due to change in depreciation pursuant to the requirements of the Companies Act, 2013 and some major repairs. The Spinning Division, showed an increase in turnover, from Rs. 26.18 crore during quarter ended 30-06-2013 to Rs. 28.54 crore during quarter ended 30-06-2014 and it''s Profits increased from Rs. 3.83 crore to Rs. 5.09 crore.

During the year under review, 3,75,000 preference shares were redeemed at a premium in accordance with the terms of issue. After the redemption, 79,74,900 preference shares remained outstanding as at 31- 03-2014. During the current financial year (2014- 15) 3,00,000 preference shares were redeemed at a premium in accordance with the terms of issue. The Board has approved redemption of another 3,00,000 preference shares. At the 28th Annual General Meeting held on 28-09-2013, the shareholders had agreed to roll-over these preference shares for a further period up to two years from the date these shares become due for redemption.

DIVIDEND:

Your Directors have recommended a dividend at the rate of Rs. 0.01 (1 per cent) per preference share be paid on the 73,74,900 non-cumulative non-participating redeemable preference shares of Rs. 1/- each for the financial year ended 31st March, 2014 after considering the redemption of the afore said 6,00,000 preference shares . If approved at the ensuing 29th Annual General Meeting, Rs. 73,749/- will be payable to those preference shareholders whose names appear on the Register of Members of the Company at close of business on 9th September, 2014.

Your Directors have also recommended a dividend of Rs. 0.50/- (50 per cent) per equity share on 4,81,67,010 equity shares of Rs. 1/- each for the financial year ended 31st March, 2014. This will amount to Rs. 2,40,83,505/- and, if approved at the ensuing 29th Annual General Meeting will be paid to Members whose names appear on the Register of Members of the Company at close of business on 9th September, 2014. In respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owners as on that date.

The ''promoters'' of your Company have voluntarily and irrevocably waived their entitlement to receive dividend on the equity shares for the financial year 2013-14. Hence your Directors have not recommended any dividend on 13,02,82,400 equity shares held by the ''promoter group''.

DIRECTORS:

Shri Vasudeo Srinivas Pandit (DIN: 00460320) retires by rotation and, being eligible, has offered himself for the re-appointment at the ensuing Annual General Meeting.

During the year under review, Shri Jai Kumar Jain (DIN: 00093708), tendered his resignation as a Director. However the Board requested him to continue as Chairman- Emeritus and be a permanent invitee to all meetings of the Board of the Directors. Your Directors place on record their sincere appreciation of the valuable guidance and leadership provided by Shri Jai Kumar Jain during his long association with the Company.

During the year under review, Shri Anup Pravin Shah was appointed a Director.

The Independent Directors of the Company, Shri Khurshed Minocher Doongaji (DIN: 00090939), Shri Sandeep Hemendra Junnarkar (DIN: 00003534), Shri Sachin Nath Chaturvedi (DIN: 00553459) and Shri Anup Pravin Shah (DIN: 00293207) are seeking approval of the shareholders to continue as ''independent directors'' pursuant to Section 149(4) read with Schedule IV of the Companies Act, 2013 and the revised Clause 49 of the Listing Agreement notifed by the Securities and Exchange Board of India. The Company has received notices from shareholders proposing their names along with the stipulated deposits.

In the opinion of the Board, Shri Khurshed Minocher Doongaji, Shri Sandeep Hemendra Junnarkar, Shri Sa- chin Nath Chaturvedi and Shri Anup Pravin Shah, the independent directors proposed to be appointed fulflls the conditions specified in the Act and the rules made thereunder and that the proposed directors are inde- pendent of the management.

A brief resume of all Directors including those proposed to be re-appointed/ appointed, nature of their exper- tise in Specific functional areas and names of pub- lic limited companies in which they hold directorship, memberships/chairmanships of Board Committees, as stipulated under Schedule IV and other provisions of the Companies Act, 2013 and Clause 49 of the List- ing Agreement are provided elsewhere in the Annual Report. The Directors who are being re-appointed/ ap- pointed have intimated to the Company that they are eligible for re-appointment/ appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

i. That in the preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards read with requirements set out under Schedule VI of the Companies Act, 1956 have been followed along with proper explanation relating to material departure(s).

ii. That appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the Profit of the Company for the year ended on that date.

iii. That proper and suffcient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That annual accounts for the financial year ended 31st March, 2014 have been prepared on a ''going concern'' basis.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Accounting Standard (AS-21) on Consolidated Financial Statements read with Accounting Standard (AS-23) on Accounting for Investments in Associates in Consolidated Financial Statements, the audited Consolidated Financial Statements are provided in the Annual Report. AUDITORS AND AUDITORS'' REPORTS:

It is proposed to appoint Messrs Chaturvedi & Shah as the statutory auditor of the Company. Pursuant to the provisions of Section 139 of the Companies Act, 2013 the Company has received certifcate from Messrs Chaturvedi & Shah confirming their eligibility for re-appointment.

The Central Government has approved the appointment of Messrs ABK & Associates as the cost auditor for the financial year 2013-14 for the products of the Company covered by cost audit.

The Board has appointed Messrs ABK & Associates as the cost auditor for the financial year 2014-15. The remuneration payable to Messrs ABK & Associates is to be ratifed by the members at the ensuing Annual General Meeting.

The Auditors have ''draw attention'' to certain notes in the ''Independent Auditors'' Report on Consolidated Financial Statements'' by way of ''emphasis on matter'' which are self-explanatory.

DISCLOSURE OF PARTICULARS RELATING TO CONVERVATION OF ENERGY, TECHNOLOGY AB- SORBTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be disclosed under Section

217(1)(e) of the Companies Act, 1956 read with the Companies ( Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are given in Annexure-A to the Directors'' Report.

SUBSIDARY COMPANIES:

During the year under review, the Company formed a wholly-owned subsidiary in the United States of Amer- ica. However, there was no financial transaction with that company before the end of the year under review.

In accordance with the General Circular No. 2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered office of the Company and that of the respective subsidiary companies. These documents will be put up on the Company''s website viz. www.jaicorpindia.com. Financial information of subsidiary companies is disclosed in the Annual Report in compliance with the said Circular. The financial data of the subsidiaries have been furnished under ''Financial Information of Subsidiary Companies'' forming part of the Annual Report. The Consolidated Financial Statements presented by the Company include the financial results of the subsidiary companies.

The Company is carrying on its real estate and infrastructure business mainly through special purpose vehicles in the form of subsidiary companies and step down subsidiary companies. The full impact of forming the subsidiaries/ step down subsidiaries is expected to be felt in subsequent years.

FIXED DEPOSIT:

Company has not accepted any fixed deposit during the year under review.

PARTICULARS OF EMPLOYEES:

There is no employee within the purview of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended. Hence, no information is required to be appended to this Report in this regard.

INDUSTRIAL RELATIONS:

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

TRANSFER OF UNPAID/ UNCLAIMED AMOUNTS TO IEPF:

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, the declared dividends which remain unpaid/ unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by

the Central Government pursuant to Section 125(1) of the Companies Act, 2013. CORPORATE GOVERNANCE:

The Company is committed to maintain highest standards of corporate governance. Your Directors adhere to the requirements set out by the Securities and Exchange Board of India''s corporate governance practices and have implemented all the mandatory requirements. A separate section on Corporate Governance forms part of the Annual Report. A certifcate from the statutory auditors of the Company regarding compliance of the requirements of Clause 49 of the Listing Agreement with the Stock Exchanges is attached to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report portion of the Corporate Governance Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section in the Annual Report and forms a part of this Report. OUTLOOK:

The Company has invested in the businesses pertaining to essential integrated urban infrastructure. These businesses relate to special economic zones, port, real estate etc. The Company also intends to focus on its asset management business. In addition, the Company

is also taking steps to improve the performance and effciency of its existing manufacturing businesses. As a result of these factors, your Directors are confdent that the Company will continue its endeavor for creation of long-term responsible and sustainable growth for all stakeholders.

ACKNOWLEDGEMENT:

Your Directors express their grateful appreciation for the assistance and co-operation received from banks, financial institutions, Government authorities, customers, vendors and shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.

For and on behalf of the Board of Directors

Mumbai Anand Jain 12th August, 2014 Chairman DIN: 00003514


Mar 31, 2013

The Directors are pleased to present the Twenty-eighth Annual Report and the audited accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS:

(Rs.in Lakh)

Year Ended Year Ended 31-03-2013 31-03-2012

Proft before Depreciation, Finance Costs, Income - tax and adjustments for 12,724.03 15,763.85 Prior Period Items

Less: Finance Costs 52.71 74.77

Depreciation and Amortization Expense 1,802.41 1,730.11

Proft before Income-tax and adjustments for Prior Period Items 10,868.91 13,958.97

Less: Provision for Taxation:

Current Tax 3,174.60 3,855.00

Deferred Tax Expenses 205.51 210.77

Proft after Tax but before adjustments for Prior Period Items 7,488.80 9,893.20

Prior Period Adjustments (Net) (0.37)

Balance brought forward from last year 47,934.59 39,307.25

Amount available for Appropriation 55,423.39 49,200.08

Appropriations:

General Reserve 748.88 989.29

Proposed Dividend on Preference Shares 0.83 1.00

Proposed Dividend on Equity Shares 240.84 240.84

Tax on Proposed Dividend 32.57 34.36

Reversal of proposed dividend on Preference Shares redeemed and tax thereon (1.82)

Balance at the end of the year 54,402.09 47,934.59

Total 55,423.39 49,200.08

RESULTS OF OPERATIONS:

During the year under review, the gross turnover of the Company''s Steel Division was Rs. 30.98 crore as compared to last year''s gross turnover of Rs. 51.81 crore. The Division reported a loss of Rs. 0.88 crore during the year under review as against a proft of Rs. 1.18 crore last year mainly due to increase in input costs.

The Plastic Processing Division of the Company achieved a gross turnover of Rs. 533.48 crore as compared to last year''s gross turnover of Rs. 505.14 crore. The Division reported a proft of Rs. 56.24 crore during the year under review as against a proft of Rs. 57.90 crore last year.

The Spinning Division of the Company achieved a gross turnover of Rs. 114.40 crore as compared to last year''s gross turnover of Rs. 98.83 crore. The Division reported a proft of Rs. 10.05 crore during the year under review as against a proft of Rs. 0.55 crore last year.

During the year under review, the production of Plastic Processing Division excluding Masterbatch decreased from 45,483 MT during 2011-12 to 39,781 MT during 2012-13 mainly due to the fre that completely destroyed one of the HDPE / PP Woven sacks units.

The production of Masterbatch increased from 11,683 MT during 2011-12 to 13,614 MT during 2012-13.

The production of the Spinning Division increased from 7,465 MT during 2011-12 to 8,032 MT during 2012-13.

The production of CR coils and sheets and GP / GC coils and sheets increased from 53,438 MT and 55,734 MT respectively during 2011-12 to 59,483 MT to 61,107 MT respectively during 2012-13.

During the year under review, 16,50,000 preference shares were redeemed at a premium in accordance with the terms of issue. After the redemption, 83,49,900 preference shares remain outstanding. The preference shareholders have agreed to roll-over these preference shares for a further period up to two years from the date these shares become due for redemption.

DIVIDEND:

Your Directors have recommended a dividend at the rate of Rs. 0.01 (1 per cent) per preference share be paid on the outstanding 83,49,900 non-cumulative non-participating redeemable preference shares of Rs. 1/- each for the fnancial year ended 31st March, 2013. If approved at the ensuing 28th Annual General Meeting, Rs. 83,499/- will be payable to those preference shareholders whose names appear on the Register of Members of the Company at close of business on 10th September, 2013.

Your Directors have also recommended a dividend of Rs. 0.50/- (50 per cent) per equity share on 4,81,67,010 equity shares of Rs. 1/- each for the fnancial year ended 31st March, 2013. This will amount to Rs. 2,40,83,505/- and, if approved at the ensuing 28th Annual General Meeting will be paid to Members whose names appear on the Register of Members of the Company at close of business on 10th September, 2013. In respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as benefcial owners as on that date. The ''promoters'' of your Company have voluntarily and irrevocably waived their entitlement to receive dividend on the equity shares for the fnancial year 2012-13. Hence your Directors have not recommended any dividend on 13,02,82,400 equity shares held by the ''promoter group''.

DIRECTORS:

Shri Sandeep H. Junnarkar, Shri Virendra Jain and Shri Anand Jain retire by rotation and, being eligible, have offered themselves for the re-appointment at the ensuing Annual General Meeting.

The term of appointment of Shri Gaurav Jain as Managing Director came to an end on 3rd June, 2013. The Board re-appointed Shri Gaurav Jain as Managing Director for a period of fve years with effect from 4th June, 2013. His re-appointment and remuneration are subject to the approval of the Members in the ensuing Annual General Meeting.

Shri Anup Shah was appointed as an additional director on 8th May, 2013 and will hold offce up to the date of the 28th Annual General Meeting. The Company has received a notice proposing his name as a Director.

During the year under review, Shri Dady K. Contractor resigned as a Director. Your Directors place on record their sincere appreciation of the valuable guidance provided by Shri Contractor during his tenure as a director. Dr. Pravin P. Shah passed away suddenly. Your Directors place on record placed on record their sincere appreciation of the services and valuable guidance provided by Dr. Shah during his tenure as a Director.

Subsequent to year end, Shri Jai Kumar Jain, tendered his resignation as a Director. However the Board requested him continue as Chairman- Emeritus and be a permanent invitee to all meetings of the Board of the Directors. Your Directors place on record their sincere appreciation of the valuable guidance and leadership provided by Shri Jai Kumar Jain during his long association with the Company

A brief resume of all Directors including those proposed to be re-appointed / appointed, nature of their expertise in specifc functional areas and names of public limited companies in which they hold directorship, memberships / chairmanships of Board Committees, as stipulated under Clause 49 of the Listing Agreement are provided elsewhere in the Annual Report. The Directors who are being re-appointed / appointed have intimated to the Company that they are eligible for re- appointment / appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confrmed:

i) That in the preparation of the annual accounts for the fnancial year ended 31st March, 2013, the applicable accounting standards read with requirements set out under Schedule VI of the Companies Act, 1956 have been followed along with proper explanation relating to material departure(s).

ii) That appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the proft of the Company for the year ended on that date.

iii) That proper and suffcient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That annual accounts for the fnancial year ended 31st March, 2013 have been prepared on a ''going concern'' basis.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Accounting Standard (AS- 21) on Consolidated Financial Statements read with

Accounting Standard (AS-23) on Accounting for Investments in Associates in Consolidated Financial Statements, the audited Consolidated Financial Statements are provided in the Annual Report.

AUDITORS AND AUDITORS'' REPORTS:

It is proposed to appoint Messrs Chaturvedi & Shah as the statutory auditor of the Company. Pursuant to the provisions of Section 224(1B) of the Companies Act, 1956 the Company has received certifcate from Messrs Chaturvedi & Shah confrming their eligibility for re-appointment.

The Central Government has approved the appointment of Messrs ABK & Associates as the cost auditor for the fnancial year 2012-13 for the products of the Company covered by cost audit.

The Auditors have ''draw attention'' to certain notes in the ''Independent Auditors'' Report on Consolidated Financial Statements'' by way of ''emphasis on matter'' which are self-explanatory. In respect of the qualifed opinion mentioned in that Report, your Directors are of the opinion that the investment is in long-term project and the diminution in value, if any, is temporary, hence no provision is required.

DISCLOSURE OF PARTICULARS RELATING TO CONVERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are given in Annexure-A to the Directors'' Report.

SUBSIDARY COMPANIES:

In accordance with the General Circular No. 2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Proft and Loss Account and other documents of the subsidiary companies are not being attached with the balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Offce of the Company and that of the respective subsidiary companies. These documents will be put up on the Company''s website

viz. www.jaicorpindia.com. Financial information of subsidiary companies is disclosed in the Annual Report in compliance with the said Circular. The fnancial data of the subsidiaries have been furnished under ''Financial Information of Subsidiary Companies'' forming part of the Annual Report. The Consolidated Financial Statements presented by the Company include the fnancial results of the subsidiary companies.

The Company is carrying on its real estate and infrastructure business mainly through special purpose vehicles in the form of subsidiary companies and step down subsidiary companies. The full impact of forming the subsidiaries / step down subsidiaries is expected to be felt in subsequent years.

FIXED DEPOSIT:

Company has not accepted any fxed deposit during the year under review.

PARTICULARS OF EMPLOYEES:

There is no employee within the purview of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended. Hence, no information is required to be appended to this Report in this regard.

INDUSTRIAL RELATIONS:

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

TRANSFER OF UNPAID / UNCLAIMED AMOUNTS TO IEPF:

Pursuant to the provisions of Section 205A(5) of the Companies Act, 1956, the declared dividends which remain unpaid / unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 205C of the said Act.

CORPORATE GOVERNANCE:

The Company is committed to maintain highest standards of corporate governance. Your Directors adhere to the requirements set out by the Securities and Exchange Board of India''s corporate governance practices and have implemented all the mandatory requirements. A separate section on Corporate Governance forms part of the Annual Report. A certifcate from the statutory auditors of the Company regarding compliance of the requirements of Clause 49 of the Listing Agreement with the Stock Exchanges is attached to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report portion of the Corporate Governance Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section in the Annual Report and forms a part of this Report.

OUTLOOK:

The Company has invested in the businesses pertaining to essential integrated urban infrastructure. These businesses relate to special economic zones, port, real estates etc. The Company also intends to focus on its asset management business. In addition, the Company is also taking steps to improve the performance and effciency of its existing manufacturing businesses. As a result of these factors, your Directors are confdent that the Company will continue its endeavor for creation of long-term responsible and sustainable growth for all stakeholders.

ACKNOWLEDGEMENT:

Your Directors express their grateful appreciation for the assistance and co-operation received from banks, fnancial institutions, Government authorities, customers, vendors and shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.

For and on behalf of the Board of Directors

Mumbai Anand Jain

8th August, 2013 Chairman


Mar 31, 2012

The Directors are pleased to present the Twenty-seventh Annual Report and the Audited Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS:

(Rs. in Lakh)

Year Ended Year Ended 31-03-2012 31-03-2011 Profit before Depreciation, Finance Costs,

Income -tax and adjustments for Prior Period Items 15,763.85 13,485.21

Less: Finance Costs 74.77 126.32

Depreciation and Amortization Expense 1,730.11 1,690.33

Profit before Income-tax and adjustments for Prior Period Items 13,958.97 11,668.56

Less: Provision for Taxation:

Current Tax 3,855.00 2,491.63

Deferred Tax Expenses / (Credit) 210.77 (37.06)

Profit after Tax but before adjustments for Prior Period Items 9,893.20 9,213.99

Prior Period Adjustments (Net) (0.37) 34.40

Balance brought forward from last year 39,307.25 31,265.35

Amount available for Appropriation 49,200.08 40,513.74

Appropriations:

General Reserve 989.29 924.84

Proposed Dividend on Preference Shares 1.00 1.50

Proposed Dividend on Equity Shares 240.84 240.84

Tax on Proposed Dividend 34.36 39.31

Balance at the end of the year 47,934.59 39,307.25

Total 49,200.08 40,513.74

RESULTS OF OPERATIONS:

During the year under review, the gross turnover of the Company's Steel Division was Rs. 51.81crore as compared to last year's gross turnover of Rs. 56.03 crore. However, the Division reported a profit of 1.18 crore during the year under review as against a loss of Rs. 0.67 crore last year.

The Plastic Processing Division of the Company achieved a gross turnover of Rs. 505.14 crore as compared to last year's gross turnover of Rs. 378.03 crore. The Division reported a profit of Rs. 57.90 crore during the year under review as against a profit of Rs. 46.34 crore last year.

The Spinning Division of the Company achieved a gross turnover of Rs. 98.83 crore as compared to last year's gross turnover of Rs. 80.77 crore. The Division reported a profit of Rs. 0.55 crore during the year under review as against a profit of Rs. 6.30 crore last year.

During the year under review, the Company increased its production of Plastic Processing Division excluding Master batch from 37,721 MT during 2010-11 to 45,482.65 MT during 2011-12.The production of Master batch increased from 9,043 MT during 2010-11 to 11,683.55 MT during 2011-12. The production of the Spinning Division showed marginal increase: from 7,413.00 MT during 2010-11 to 7,465.12 MT during 2011-12.The Company's production of CR coils and sheets and GP/GC coils and sheets increased from 46,932 MT and 48,469 MT respectively during 2010-11 to 53,438 MT to 55,734 MT respectively during 2011-12.

During the year under review, 50,00,100 preference shares were redeemed at a premium in accordance with the terms of issue. Subsequent to year end, your Directors have approved redemption of 16,50,000 preference shares at a premium in accordance with the terms of issue.After these redemptions, 83,49,900 preference shares will remain outstanding.

DIVIDEND:

Your Directors have recommended a dividend at the rate of Rs. 0.01 (1 percent) per preference share be paid on the outstanding 83,49,900 non-cumulative non-participating redeemable preference shares of Rs. 1/- each for the financial year ended 31st March, 2012. If approved at the ensuing 27th Annual General Meeting, Rs. 83,499/- will be payable to those preference shareholders whose names appear on the Register of Members of the Company at close of business on 17th September, 2012.

Your Directors have also recommended a dividend of Rs. 0.50/- (50percent) per equity share on 4,81,67,010 equity shares of Rs. 1/- each for the financial year ended 31st March, 2012. This will amount to Rs. 2,40,83,505/- and, if approved at the ensuing 27th Annual General Meeting this dividend will be paid to Members whose names appear on the Register of Members of the Company at close of business on 17th September, 2012. In respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owners as on that date. The 'promoters' of your Company have voluntarily and irrevocably waived their entitlement to receive dividend on the equity shares for the financial year 2011-12. Hence your Directors have not recommended any dividend on 13,02,82,400 equity shares held by the 'promoter group'.

DIRECTORS:

Shri Vasudeo Srinivas Pandit, Shri Dady Kaikhushru Contractor and Shri Sachin Nath Chaturvedi retire by rotation and, being eligible, have offered themselves for the re-appointment the ensuing Annual General Meeting.

The term of appointment of Shri Vasudeo Srinivas Pandit as Director-Works came to an end on 31st March, 2012. The Board decided to re-appoint Shri Pandit as Director-Works for a period of three years with effect from 1st April, 2012. His re-appointment and remuneration are subject to the approval of the Members in the ensuing Annual General Meeting.

A brief resume of all Directors including those proposed to be re-appointed, nature of their expertise in specific functional areas and names of public limited companies in which they hold directorship, memberships/ chairmanships of Board Committees, as stipulated under Clause 49 of the Listing Agreement are provided in the Report on Corporate Governance forming part of the Annual Report. The Directors who are being re- appointed have intimated to the Company that they are eligible for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

i. That in the preparation of the annual accounts for the financial year ended 31 st March, 2012, the applicable accounting standards read with requirements set out under Schedule VI of the Companies Act, 1956 have been followed along with proper explanation relating to material departure(s).

ii. That appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the profit of the Company for the year ended on that date.

iii. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That annual accounts for the financial year ended 31st March, 2012 have been prepared on a 'going concern' basis.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Accounting Standard (AS- 21) on Consolidated Financial Statements read with Accounting Standard (AS-23) on Accounting for Investments in Associates in Consolidated Financial Statement, the audited Consolidated Financial Statements are provided in the Annual Report.

AUDITORS AND AUDITORS' REPORT:

It is proposed to appoint Messrs Chaturvedi & Shah as the statutory auditor of the Company. Pursuant to the provisions of Section 224(1 B) of the Companies Act, 1956 the Company has received certificate from Messrs Chaturvedi & Shah confirming their eligibility for re-appointment.

Messrs S.R. Batliboi & Co. who was appointed joint statutory auditor with Messrs Chaturvedi & Shah has given a written notice to the Company expressing their unwillingness to be re-appointed and stating that they will not seek re-appointment due to other commitments.

Your Directors place on record their sincere appreciation of the service rendered by Messrs S.R. Batliboi & Co.

The Central Government has approved the appointment of Messrs Manubhai & Associates as the cost auditor for the financial year 2011-12 and the appointment of Messrs ABK & Associates as the cost auditor for the financial year 2012-13.

The Notes to the Accounts referred to in the Auditors' Report on Consolidated Financial Statements are self-explanatory. In respect of observations made in paragraph 7 of the Auditors' Report on Consolidated Financial Statements, your Directors are of the opinion that the investment is in long-term project and the diminution in value, if any, is temporary, hence no provision is required.

DISCLOSURE OF PARTICULARS RELATING TO CONVERVATION OF ENERGY, TECHNOLOGY

ABSORBTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be disclosed under Section 217(1) (e) of the Companies Act, 1956 read with the Companies ( Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are given in Annexure-A to the Directors' Report.

SUBSIDARY COMPANIES:

In accordance with the General Circular No. 2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. These documents will be put up on the Company's website viz. www.iaicorpindia.com. Financial information of subsidiary companies is disclosed in the Annual Report in compliance with the said Circular. The financial data of the subsidiaries have been furnished under 'Financial Information of Subsidiary Companies' forming part of the Annual Report. The Consolidated Financial Statements presented by the Company include the financial results of the subsidiary companies.

The Company is carrying on its real estate and infrastructure business mainly through special purpose vehicles in the form of subsidiary companies and step down subsidiary companies. The full impact of forming the subsidiaries/ step down subsidiaries is expected to be felt in subsequent years.

During the year, Awas Realtors Limited, Dev Realty and Developers Limited, Jai Infraprojects Limited, Rejoice Land Developers Limited, Samrat Realty and Developers Limited, Urban Gas Distribution Limited, Urban Gas Limited and Urban Gas Suppliers Limited subsidiaries/ step down subsidiaries of the Company were struck off from the Register of Companies under Section 560 of the Companies Act, 1956.

FIXED DEPOSIT:

Company has not accepted any fixed deposit during the year under review.

PARTICULARS OF EMPLOYEES:

There is no employee within the purview of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended. Hence, no information is required to be appended to this Report in this regard.

INDUSTRIAL RELATIONS:

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

TRANSFER OF UNPAID/ UNCLAIMED AMOUNTS

TO IEPF:

Pursuant to the provisions of Section 205A(5) of the Companies Act, 1956, the declared dividends which remain unpaid/ unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 205C of the said Act.

CORPORATE GOVERNANCE:

The Company is committed to maintain highest standards of corporate governance. Your Directors adhere to the requirements set out by the Securities and Exchange Board of India's corporate governance practices and have implemented all the mandatory requirements. A separate section on Corporate Governance form part of the Annual Report. A certificate from the statutory auditors of the Company regarding compliance of the requirements of Clause 49 of the Listing Agreement with the Stock Exchanges is attached to this Report.

MANAGEMENT DISCUSSION AND ANALSIS REPORT:

The Management Discussion and Analysis Report portion of the Corporate Governance Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section in the Annual Report and forms a part of this Report.

OUTLOOK:

The Company has taken steps to engage in the businesses of creation of essential integrated urban infrastructure. These businesses relate to Special Economic Zones, port, real estates and other ancillary services related to the creation of urban infrastructure. The Company also intends to focus on its asset management business. In addition, the Company is also taking steps 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 continue its endeavor for creation of long-term and sustainable growth, for all the stakeholders.

ACKNOWLEDGEMENT:

Your Directors express their grateful appreciation for the assistance and co-operation received from the banks, financial institutions, Government authorities, customers, vendors and shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.

For and on behalf of the Board of Directors

Mumbai, Anand Jain

8th August, 2012 Chairman


Mar 31, 2011

Dear Members,

The Directors are pleased to present the Twenty-sixth Annual Report and the Audited Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS:

(Rs. in Lakh)

Year Ended Year Ended

31-03-2011 31-03-2010

Profit before Depreciation, Interest, Income-tax and adjustments for Prior Period Items 13,538.96 9,798.21

Less: Interest & Finance Charges 180.07 253.87

Depreciation 1,690.33 1,627.95

Profit before Income-tax and adjustments for Prior Period Items 11,668.56 7,916.39

Less: Provision for Taxation:

Current Tax 2,491.63 1,563.34

I Deferred Tax (37.06) 235.11

Income-tax of earlier years - 11.00

Profit after Tax but before adjustments for Prior Period Items 9213.99 6,106.94

Balance brought forward from last year 31,265.35 26,054.71

Prior Period Adjustments (Net) 34.40 (3.84)

Amount available for Appropriation 40,513.74 32,157.81

Appropriations:

General Reserve 924.84 610.32

Proposed Dividend on Preference Shares 1.50 1.50

Proposed Dividend on Equity Shares 240.84 240.84

Tax on Proposed Dividend 39.31 40.25

Excess provision of Dividend of earlier year - (0.45)

Surplus carried to Balance Sheet 39,307.25 31,265.35

Total 40,513.74 32,157.81

RESULTS OF OPERATIONS:

During the year under review, the turnover of the Company's Steel Division decreased to Rs. 56.03 crores as compared to last year's turnover ofRs. 57.22 crores. However, the Division incurred a loss ofRs. 0.39 crores during the year under review. The Company is expected to post a better result during the current financial year.

The Plastic Processing Division of the Company achieved a turnover of Rs. 376.63 crores as compared to last year's turnover ofRs. 307.08 crores. The profits from this Division increased by Rs. 4.40 crores.

The Spinning Division of the Company achieved a turnover of Rs. 80.77 crores as compared to last year's turnover of Rs. 67.10 crores. The profits from this Division increased by Rs. 5.82 crores.

During the year under review, the Company increased its production of Spinning Yarn and Masterbatch from 7,038 MT to 7,413 MT and from 5,125 MT to 9,043 MT respectively. The Company's production of CR coils and sheets and GP/GC coils and sheets increased from 35,438 MT to 46,932 MT and from 36,733 MT to 48,469 MT respectively.

The preference shareholders have agreed to rollover 99,99,900 non-cumulative non-participating redeemable preference shares for a further period of two years from the date these shares become due for redemption. The remaining 50,00,100 preference shares shall be redeemed on 25th November, 2011

DIVIDEND:

Your Directors have recommended a dividend at the rate of Rs. 0.01 (1 percent) per annum on 1,50,00,000 non-cumulative non-participating redeemable preference shares of Rs.1/- each for the financial year ended 31st March, 2011. If approved, at the ensuing Annual General Meeting, Rs. 1,50,000/-will be payable to those preference shareholders whose names appear on the Register of Members of the Company at close of business on 12th September, 2011.

Your Directors have also recommended a dividend of Rs. 0.50/- (50 per cent) per equity share on 4,81,67,010 equity shares ofRs. 1/- each for the financial year ended 31st March, 2011. This will amount to Rs. 2,40,83,505/- and, if approved at the ensuing Annual General Meeting this dividend will be paid to members whose names appear on the Register of Members of the Company at close of business on 12th September, 2011. In respect of shares held in dematerialised form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owners as on that date. The 'promoters' of your Company have voluntarily and irrevocably waived their entitlement to receive dividend on the equity shares for the financial year 20010-11. Hence, your Directors have not recommended any dividend on 13,02,82,400 equity shares held by the 'promoter group'.

DIRECTORS:

Shri Jai Kumar Jain, Shri Anand Jain and Shri Khurshed Minocher Doongaji retire by rotation and, being eligible, have offered themselves for re-appointment at the ensuing Annual General Meeting.

A brief resume of all Directors including those proposed to be re-appointed, nature of their expertise in specific functional areas and names of public limited companies in which they hold directorships, memberships/ chairmanships of Board Committees, as stipulated under Clause 49 of the Listing Agreement are provided in the Report on Corporate Governance forming part of the Annual Report. The Directors who are being re- appointed have intimated to Company that they are eligible for being re-appointed.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31st March, 2011, applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956 have been followed along with proper relating to material departure(s).

(ii) That appropriate accounting policies have been selected and applied consistently and judgements and estimates have been made that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31s1 March, 2011 and of the profit of the Company for the year ended on that date.

(iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That accounts for the financial year ended 31s1 March, 2011 have been prepared on a 'going concern' basis.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Accounting Standard (AS- 21) on Consolidated Financial Statements read with Accounting Standard (AS-23) on Accounting for Investments in Associates, the audited Consolidated Financial Statements are provided in the Annual Report.

AUDITORS AND AUDITORS' REPORT:

Messrs Chaturvedi & Shah, Chartered Accountants, Mumbai, and Messrs S.R. Batliboi & Co., Chartered Accountants, Mumbai, hold office as joint statutory auditors of the Company until the conclusion of the ensuing Annual General Meeting. It is proposed to re-appoint them as joint statutory auditors of the Company from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting. Pursuant to the provisions of Section 224 (1B) of the Companies Act, 1956 your Company has received certificates from Messrs Chaturvedi & Shah and Messrs S.R. Batliboi & Co. confirming their eligibility for re-appointment.

The Notes to the Accounts referred to in the Auditors' Report on Consolidated Financial Statements are self-explanatory. In respect of observations made in paragraph 7 of the Auditors' Report on Consolidated Financial Statements, your Directors are of the opinion that the investment is in long term project and the diminution in value, if any, is temporary, hence no provision is required.

DISCLOSURE OF PARTICULARS RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to conservation of energy technology absorption and foreign exchange earnings and outgo are given in Annexure-A forming part of this Report.

SUBSIDIARY COMPANIES:

In accordance with the General Circular No. 2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Head Office of the Company and that of the respective subsidiary companies. These documents will be put up on the Company's website viz. www.jaicorpindia.com. The financial data of the subsidiaries have been furnished under 'Financial Information of Subsidiary Companies' forming part of the Annual Report. The Consolidated Financial Statements presented by the Company include the financial results of the subsidiary companies.

The Company is carrying on its real estate and infrastructure business mainly through special purpose vehicles in the form of subsidiary companies and step down subsidiary companies. The full impact of forming the subsidiaries/ step down subsidiaries is expected to be felt in subsequent years.

Subsequent to year end, Awas Realtors Limited, Dev Realty and Developers Limited, Jai Infraprojects Limited, Rejoice Land Developers Limited, Samrat Realty and Developers Limited, Urban Gas Distribution Limited, Urban Gas Limited, and Urban Gas Suppliers Limited subsidiaries/step down subsidiaries of the Company have applied on to the Registrar of the Companies Maharashtra, Mumbai for striking off their names from the Register of Companies pursuant to General Circular no.6/2010 dated 3rd December 2010 issued by the Government of India, Ministry of Corporate Affairs under " Easy Exit Scheme,2011" under Section 560 of the Companies Act, 1956. Awas Realtors Limited and Dev Realty and Developers Limited have been dissolved and their names struck off from the Register of Companies.

FIXED DEPOSIT:

Company has not accepted any fixed deposit during the year under review.

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are given in Annexure-B forming part of this report.

INDUSTRIAL RELATIONS:

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

TRANSFER OF UNPAID/UNCLAIMED AMOUNTS TO IEPF:

Pursuant to the provisions of Section 205A(5) of the Companies Act, 1956, the declared dividends which remained unpaid/ unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 205C of the said Act.

CORPORATE GOVERNANCE:

The Company is committed to maintain highest standards of corporate governance. Your Directors adhere to the requirements set out by the Securities and Exchange Board of India's corporate governance practices and have implemented all the mandatory requirements. A separate section on Corporate Governance and a certificate from the Statutory Auditors of the Company regarding compliance of the requirements of Clause 49 of the Listing Agreement with the Stock Exchanges form part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis portion of the Corporate Governance Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section and forms a part of the Directors' Report.

GROUP FOR INTER SE TRANSFER OF SHARES:

Pursuant to an intimation from the promoters, the names of the promoters and entities comprising 'group' as defined under the Monopolies and Restrictive Trade Practices ("MRTP") Act, 1969 are disclosed in the Annual Report forthe purpose of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

OUTLOOK:

The Company has taken steps to engage in the businesses of creation of essential integrated urban infrastructure. These businesses relate to Special Economic Zones, port, real estates and other ancillary services related to the creation of urban infrastructure. The Company also intends to focus on its asset management business. In addition, the Company is also taking steps 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 continue its endeavour for creation of long-term and substantial value, for all the stakeholders.

ACKNOWLEDGEMENT:

Your Directors express their grateful appreciation for the assistance and co-operation received from the banks, financial institutions, Government authorities, customers, vendors and shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.

For and on behalf of the Board of Directors

Mumbai, Anand Jain

3rd August, 2011. Chairman


Mar 31, 2010

The Directors are pleased to present the Twenty-fifth Annual Report and the Audited Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS: (Rs. in Lac)

Year ended Year ended 31.03.2010 31.03.2009 Profit before Depreciation, Interest,

Income-tax and adjustments for

Prior Period Items 9,798.21 6,173.33

Less : Interest & Finance Charges 253.87 464.41

Depreciation 1,627.95 1,532.51

Profit before Income-tax and adjustments for Prior Period Items 7,916.39 4,176.41

Less : Provision for Taxation:

Current Tax 1,563.34 1,146.60

Fringe Benefit Tax - 15.81

Deferred Tax 235.11 266.51

Income-tax of earlier years 11.00 (77.49)

Profit after Tax but before adjustments for Prior Period Items 6,106.94 2,824.98

Balance brought forward from last year 26,054.71 23,797.21

Prior Period Adjustments (Net) (3.84) (1.46)

Amount available for Appropriation 32,157.81 26,620.73

Appropriations:

General Reserve 610.32 282.50

Proposed Dividend on Preference Shares 1.50 1.50

Proposed Dividend on Equity Shares 240.84 240.84

Tax on Proposed Dividend 40.25 41.18

Excess provision of Dividend of earlier year (0.45) -

Surplus carried to Balance Sheet 31,265.35 26,054.71

Total 32,157.81 26,620.73

RESULTS OF OPERATIONS:

During the year under review, the turnover of the Companys Steel Division decreased to Rs. 57.22 crore as compared to last years turnover of Rs. 76.65 crore. The decrease is due to decrease in trade sale, however, your Companys income from manufactured products and job works have gone up.

The Plastic Processing Division of the Company achieved a turnover of Rs. 307.08 crore as compared to last years turnover of Rs. 263.28 crore.

The Spinning Division of the Company achieved a turnover of Rs. 67.10 crore as compared to last years turnoverof Rs. 55.13 crore.

During the year under review, the Company increased its capacities for Spinning Yarn, Masterbatch and Synthetic Fibres Twin from 11,100 MTto 16,010 MT, from 6,720 MTto 12,000 MT and from nil to 1,460 MT respectively. The Companys production of CR coils and sheets and GP/GC coils and sheets increased from 2,414 MT to 35,438 MT and from 3,255 MT to 36,733 MT respectively.

DIVIDEND:

Your Directors have recommended a dividend at the rate of Re. 0.01 (1 percent) per annum on 1,50,00,000 Non-cumulative Non-Participating Redeemable Preference Shares of Re 1/- each for the financial year ended 31st March, 2010. If approved, at the ensuing Annual General Meeting, Rs. 1,50,000/- will be payable to those preference shareholders whose names appear on the Register of Members of the Company at close of business on 16th August, 2010.

Your Directors have also recommended a dividend of Re. 0.50 (50 per cent) per Equity Share on 4,81,67,010 Equity Shares of Re. 1/- each for the financial year ended 31st March, 2010. This will amount to Rs. 2,40,83,505/-and, if approved at the ensuing Annual General Meeting, this dividend will be paid to equity shareholders whose names appear on the Register of Members of the Company at close of business on 16th August, 2010. In respect of shares held in dematerialized form, dividend will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owners as on that date. The promoters of your Company had voluntarily and irrevocably waived their entitlement to receive dividend on the Equity Shares held by them for the financial year 2009-10 if recommended by your Directors. Hence, your Directors have not recommended any dividend on 13,02,82,400 Equity Shares held by the promoter group.

DIRECTORS:

Shri S. H. Junnarkar, Dr. P. P. Shah and Shri Virendra Jain retire by rotation and, being eligible, have offered themselves for re-appointment at the ensuing Annual General Meeting.

A brief resume of the Directors including those proposed to be re-appointed, nature of their expertise in specific functional areas and names of companies in which they hold directorships and memberships/chairmanships of Board Committees, shareholding and relationships between directors inter se, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges are provided in the Report on Corporate Governance forming part of the Annual Report. The Directors who are being re-appointed have intimated to the Company that they are not disqualified from being re-appointed.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31st March, 2010, applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956 have been followed along with proper explanation(s) relating to material departure(s).

(ii) That appropriate accounting policies have been selected and applied consistently and judgements and estimates have been made that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and of the profit of the Company forthe financial year ended on that date.

(iii) That proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That accounts for the financial year ended 31s1 March, 2010 have been prepared on a going concern basis.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Accounting Standard (AS- 21) on Consolidated Financial Statements read with Accounting Standard (AS-23) on Accounting for Investments in Associates, the audited Consolidated Financial Statements are provided in the Annual Report.

AUDITORS AND AUDITORS REPORT:

Messrs Chaturvedi & Shah, Chartered Accountants, Mumbai, and Messrs S.R. Batliboi & Co., Chartered Accountants, Mumbai, hold office as the joint statutory auditors of the Company until the conclusion of the ensuing Annual General Meeting. It is proposed to re-appoint them as joint statutory auditors of the Company from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting. Pursuant to the provisions of Section 224 (1B) of the Companies Act, 1956 your Company has received certificates from Messrs Chaturvedi & Shah and Messrs S.R. Batliboi & Co. confirming their eligibility for re-appointment.

The Notes to the Accounts referred to in the Auditors Report on Consolidated Financial Statements are self-explanatory. In respect of observations made in paragraphs 7 and 8 of the Auditors Report on Consolidated Financial Statements, your Directors are of the opinion that these are investments in long-term projects and the diminution in the value, if any, is temporary, hence, no provision is required.

DISCLOSURE OF PARTICULARS RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure-A forming part of this Report.

SUBSIDIARY COMPANIES:

Government of India, Ministry of Corporate Affairs, vide Orders no. 47/414/2010-CL-lll dated 17th May, 2010 has granted approval that the requirements to attach various documents in respect of 34 subsidiary companies, as contained in sub- section(1) of Section 212 of the Companies Act, 1956 shall not apply to the Company for the financial year ended on 31st March, 2010, viz. the Balance Sheet, Profit and Loss Account, Reports of the Board of Directors and Auditors of the subsidiaries whose accounts have been consolidated for the year ended 31st March, 2010 need not be attached with the Balance Sheet of the Company. The annual accounts of the subsidiary companies and the related detailed information will be made available, upon request by any member of the Company and/or any of its subsidiaries, seeking such information at any point of time. The annual accounts of the subsidiary companies will also be available for inspection by any investor in the Registered/ Head Office of the Company and that of the respective subsidiary companies. These documents will be put up on the Companys Website viz. www.jaicorpindia.com The financial data of the subsidiaries have been furnished under Financial information of Subsidiary Companies forming part of the Annual Report. Further, pursuant to Accounting Standards AS-21, and AS-23, Consolidated Financial Statements presented by the Company inter alia include financial results of its subsidiaries.

The Company is carrying on its real estate and Infrastructure business mainly through special purpose vehicles in the form of subsidiary companies and step down subsidiary companies. The full impact of forming subsidiaries/ step down subsidiaries is expected to be felt in subsequent years.

FIXED DEPOSIT:

The Company has not accepted any fixed deposit during the year under review.

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are given in Annexure -B forming part of this Report.

INDUSTRIAL RELATIONS:

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

TRANSFER OF UNPAID/UNCLAIMED AMOUNTS TO IEPF:

Pursuant to the provisions of Section 205A(5) of the Companies Act, 1956, the declared dividends which remained unpaid/ unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 205C of the said Act.

CORPORATE GOVERNANCE:

The Company is committed to maintain highest standards of corporate governance. Your Directors adhere to the requirements set out by the Securities and Exchange Board of Indias corporate governance practices and have implemented all the mandatory requirements stipulated therein. Aseparate section on Corporate Governance and a certificate from the Statutory Auditors of the Company regarding compliance of the requirements of Clause 49 of the Listing Agreement with the Stock Exchanges form part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis portion of the Corporate Governance Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section and forms a part of the Directors Report.

GROUP FOR INTER SE TRANSFER OF SHARES:

Pursuant to intimation from the promoters, the names of the promoters and entities comprising group as defined under the Monopolies and Restrictive Trade Practices ("MRTP")Act, 1969 are disclosed in the Annual Report for the purpose of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

OUTLOOK:

The Company has invested in entities engaged in the businesses of creation of essential integrated urban infrastructure. These businesses relate to SEZs, ports, real estates and other ancillary services related to the creation of urban infrastructure, which are expected to contribute to India emerging as a powerful economic force in the world. The Company also intends to focus on its asset management business in order to deploy global capital in the development of the real estate sector in India. In addition, the Company is also taking steps to improve the performance and efficiency of its existing manufacturing businesses. As a result of these factors, your Directors believe that the Company will continue its endeavor for creation of long-term and substantial value, both for the nation and the stakeholders.

ACKNOWLEDGMENT:

Your Directors express their grateful appreciation for the assistance and co-operation received from the banks, financial institutions, Government authorities, customers, vendors and shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.

For and on behalf of the Board of Directors

Mumbai, Anand Jain 25th May, 2010 Chairman

 
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