· Ahmedabad NOMINATION & REMUNERATION COMMITTEE REGISTERED OFFICE: Ms. Akhilesh Negi Chairman ... Prahladnagar AUDA Garden, Satellite, Ahmedabad …

ANNUAL REPORT 2016-2017 1

Coporate Information

BOARD OF DIRECTORS: AUDIT COMMITTEE:

Mr. Prakash Hinduja Chairman& Managing Director Ms. Neeta Tharani ChairmanMr. Chetan Tolani Whole-time Director Mr. Akhilesh Negi MemberMr. Akhilesh Negi Independent Director Mr. Prakash Hinduja MemberMs. Neeta Tharani Independent DirectorMr. Parimal Vasavda # Independent DirectorMr. Rakesh Rathor * Independent Director

# (up to 11th July, 2016) STAKEHOLDER RELATIONSHIP COMMITTEE* (up to 17th March, 2017)

Ms. Neeta Tharani ChairmanMr. Chetan Tolani Member

AUDITORS: Mr. Akhilesh Negi Member

M/s. N. K. Aswani & Co.Chartered AccountantsAhmedabad NOMINATION & REMUNERATION COMMITTEE

REGISTERED OFFICE: Ms. Akhilesh Negi ChairmanMr. Neeta Tharani Member

3rd Floor, Venus Atlantis, Mr. Prakash Hinduja MemberNr. Prahladnagar AUDA Garden,Anandnagar Road,Satellite, Ahmedbad 380015 ISIN: INE343D01010

REGISTRAR AND SHARE TRANSFER AGENTS: CIN: L45201GJ1985PLC008338M/s. Link Intime (India) Pvt. Ltd.(Ahmedabad Off ice) BANKERS:506-508, Amarnath Business Centre-1 (ABC-1),Besides Gala Business Centre, IDBI BankNear XT Xavier’s College Corner, Off C G Road, Indian BankEllisebridge, Ahmedabad-380009 Bank of BarodaTel: +91 79 26465179 /86 / 87 Canara BankE-mail id: [email protected] State Bank of India

(Mumbai Off ice)C-101, 247 Park,L.B.S. Marg, Vikhroli (West), Mumbai - 400 083Tel: +91 22 49186270E-mail id : [email protected]

CONTENTS PAGE NO.

Corporate Information............................................................................... ........................................01Notice.............................................................................................. ...............................................02Directors Report.................................................................................... ...........................................06Report on Corporate Governance.........................................................................................................23Management Discussion and Analysis.................................................................. .................................36Auditors’ Report.................................................................................... ...........................................38Balance Sheet....................................................................................... ...........................................44Statement of Profit and Loss........................................................................ .......................................45Cash Flow Statement................................................................................. ........................................46Notes to Financial Statements....................................................................... .....................................47Consolidated Auditors’ Report....................................................................... .....................................62Consolidated Balance Sheet.......................................................................... .....................................69Consolidated Statement of Profit & Loss............................................................. ..................................70Consolidated Cash Flow Statement.................................................................... ..................................71Notes to Consolidated Financial Statements.......................................................... ...............................72Subsidiary Details.................................................................................. ..........................................85

mailto:[email protected]


ANNUAL REPORT 2016-20172

Notice

JAIHIND PROJECTS LIMITEDRegistered Office: 3rd Floor, Venus Atlantis Corporate Park,

Nr. Prahladnagar AUDA Garden, Satellite, Ahmedabad-380 015, GujaratTelephone: 079 40501300/40501301, Fax: 079 40501310/11

CIN: L45201GJ1985PLC008338, E-mail:- [email protected], www.jpl.in

NOTICE is hereby given that 31st Annual General Meeting of the Members of Jaihind Projects Limited, will be held on Friday, 29 th

September, 2017 at 10.00 a.m. at the Registered Office situated at 3rd Floor, Venus Atlantis Corporate Park, Nr. PrahladnagarAUDA Garden, Anand nagar Road, Satellite, Ahmedabad- 380015 to transact the following businesses:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Financial Statement (including consolidated financial statements) of the Companyfor the Financial year ended on 31st March, 2017 along with the Report of the Board of Directors and Auditors thereon.

2. To appoint a Director in place of Mr. Chetan Tolani (DIN: 02529867) who has consented to retire by rotation and beingeligible, offers himself for reappointment.

3. To re-appoint Statutory auditors to hold office from the conclusion of this Annual General Meeting of the Company until theconclusion of next Annual General Meeting and fix their remuneration and in this regard to consider and, if thought fit, topass, with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to Section 139, 142 and other applicable provisions, if any, of the Companies Act, 2013, and theCompanies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s. N. K. Aswani & Co., Chartered Accountants(Firm Registration No. 100738W) be and is hereby appointed as the Statutory Auditors of the Company to hold the officefrom the conclusion of this Annual General Meeting till the Conclusion of the next Annual General Meeting to examine andaudit the accounts of the Company at such remuneration as may be recommended by the Audit Committee and approved bythe Board of Directors of the Company in consultation with the Statutory Auditors.”

Registered off ice: For Jaihind Projects Limited

3rd Floor, Venus Atlantis,

Nr. Prahladnagar AUDA Garden, Prakash L. Hinduja

Anandnagar Road, Satellite, Chairman & Managing Director

Ahmedabad- 380015 [DIN: 01688850]

Date: 18.08.2017

Place: Ahmedabad

NOTES:

The Explanatory Statement, pursuant to provisions of section 102 of the Companies Act, 2013 is not applicable as there isno special business.

A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT ONE OR MORE PROXIES TO ATTEND AND VOTEINSTEAD OF HIMSELF, ON A POLL ONLY AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. A person can act as proxy onbehalf of members not exceeding 50 [fifty] and holding in the aggregate not more than ten per cent of the total sharecapital of the Company.

The instrument of Proxy in order to be effective, should be deposited at the Registered Office of the Company, dulycompleted and signed, not less than 48 hours before the commencement of the meeting. A Proxy form is sent herewith.Proxy form submitted on behalf of the Companies, Societies, etc. must be supported by an appropriate resolution /authority,as applicable. Proxy shall not vote, except on a poll.

The Book Closure Date for Members of the Company will be on Saturday, 23rd September, 2017 to Friday, 29th September, 2017(both days inclusive).

The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of theCompanies Act, 2013 will be available for inspection by the members at the Annual General Meeting of the Company.

Members/Proxies should bring the Attendance Slip duly completed and signed in accordance with the specimen signatureregistered with the Company for attending the Meeting. A Proxy Form is annexed to this report.

Corporate Members intending to send their authorised representatives are requested to send duly certified copy of BoardResolution authorizing their representatives to attend and vote at the ensuing Annual General Meeting.

Members holding shares in electronic form are requested to intimate any change in their registered address/E-mail addressand/or bank mandates to their Depository Participants with whom they are maintaining their demat accounts immediately.Members holding shares in physical form are requested to advise any change in their registered address to M/s. Link IntimeIndia Private Limited, the Registrar and Share Transfer Agent.

mailto:[email protected],

http://www.jpl.in


Members intending to require information about accounts in the Meeting are requested to inform the Company at least 7days in advance of the Annual General Meeting.

Trading in the shares of the Company can be done in dematerialized form only. Dematerialization would facilitate paperlesstrading through state-of-the-art technology, quick transfer of corporate benefits to members and avoid inherent problemsof bad deliveries, loss in postal transit, theft and mutilation of share certificate and will not attract any stamp duty. Hence,we request all those members who have still not dematerialized their shares to get their shares dematerialized at theearliest.

Members are requested to contact our Registrar and Transfer Agent for any query related to shares, and other inquiry atfollowing address.

M/s. Link Intime (India) Pvt Ltd.

Unit : Jaihind Projects Ltd.

(Ahmedabad Branch)

506-508, Amarnath Business Centre-1 (ABC-1),

Besides Gala Business Centre, Near XT Xavier’s College

Corner, Off C G Road, Ellisebridge, Ahmedabad-380009

Tel : +91 79 26465179 /86 / 87

Email [email protected]

Please Quote folio no. / DP ID & CL. ID for any Communication for their shareholding. Bring the copy of Annual Report at themeeting.

The Company’s shares are listed at Mumbai Stock Exchange (BSE) & National Stock Exchange of India Limited (NSE). TheCompany has paid listing fees to both, BSE & NSE for financial year 2017-18.

Green initiative matter

The Ministry of Company Affairs (MCA) has taken the “Green Initiative in Corporate Governance” (Circular No. 17/2011dated April, 2011 and Circular No. 18/2011 dated April 20, 2011) along with paperless compliance by compliances bycompanies through electronic mode.

Keeping in view underlying theme and circular issued by MCA, we propose to send all documents to be sent to shareholderslike General Meeting Notice including the AGM, Annual Report including Audited Financial Statements, Director Report,Auditor Report etc. to our shareholder in electronic form, to the email address provided by them and made available to us bythe Depositories.

Please also note that you will be entitled to be furnished free of cost, with a copy of the Annual Report of the Company andall other documents required by law to be attached thereto, only upon receipt of a requisition from you at any time, asa member of the Company such a requisition may be sent to the Registered Office of the Company at the address mentionedelsewhere in the report.

Voting through electronic means

Pursuant to Section 108 of the Companies Act, 2013, read with the Rule 20 of Companies (Management and Administration)Amendment Rules, 2015 in pursuance with the Regulation 44 of Securities and Exchange Board Of India (Listing Obligationsand Disclosure Requirements) Regulations, 2015, the Company is pleased to provide the facility to Members to exercisetheir right at the 31st Annual General Meeting (AGM) by electronic means and the business may be transacted through e-voting services provided by Central Depository Services Limited (CDSL). Members who have cast their votes by remote e-voting prior to the AGM may attend the AGM but shall not be entitled to cast their vote again. The facility for voting throughballot will be made available at the AGM, and members attending the AGM who have not cast their vote by remote e-votingwill be able to exercise their right at the AGM.

The Board of Directors of the Company has appointed Mr. Abhishek Chhajed, Practicing Company Secretary of M/S. AbhishekChhajed & Associates, as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

The Members whose names appear in the Register of Members / List of Beneficial Owners as on September 22, 2017 (cut –off date) are entitled to vote on the resolutions set forth in this Notice.

The instructions for members for voting electronically are as under:-

(i) Log on to the e-voting website www.evotingindia.com

(ii) Click on “Shareholders” tab.

(iii) Now, select the “COMPANY NAME” from the drop down menu and click on “SUBMIT”

(iv) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

Notice (Contd...)


http://www.evotingindia.com


b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

(v) Next enter the Image Verification as displayed and Click on Login.

(vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier votingof any company, then your existing password is to be used.

(vii) If you are a first time user follow the steps given below:

(viii) After entering these details appropriately, click on "SUBMIT" tab.

(ix) Members holding shares in physical form will then directly reach the Company selection screen. However, membersholding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorilyenter their login password in the new password field. Kindly note that this password is to be also used by the dematholders for voting for resolutions of any other company on which they are eligible to vote, provided that companyopts for e-voting through CDSL platform. It is strongly recommended not to share your password with any otherperson and take utmost care to keep your password confidential.

(x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions containedin this Notice.

(xi) Click on the EVSN for the relevant <Company Name> on which you choose to vote.

(xii) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting.Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NOimplies that you dissent to the Resolution.

(xiii) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.

(xiv) After selecting the resolution you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed.If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modifyyour vote.

(xv) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.

(xvi) You can also take out print of the voting done by you by clicking on "Click here to print" option on the Voting page.

(xvii) If Demat account holder has forgotten the same password then enter the User ID and the image verification codeand click on Forgot Password & enter the details as prompted by the system.

(xviii) Note for Non - Individual Shareholders and Custodians

Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on towww.evotingindia.com and register themselves as Corporates.

A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed t [email protected].

After receiving the login details a compliance user should be created using the admin login and password. TheCompliance user would be able to link the account(s) for which they wish to vote on.

The list of accounts should be mailed to [email protected] and on approval of the accounts theywould be able to cast their vote.

Notice (Contd...)

For Members holding shares in Demat Form and Physical Form (EVSN : 170909001)

PAN* Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)

Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the last 8 digits of the demat account/folio number in the PAN Field.

In case the folio number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with folio number 100 then enter RA00000100 in the PAN field.

DOB# Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account or folio in dd/mm/yyyy format.

Dividend Bank Details#

Enter the Dividend Bank Details as recorded in your demat account or in the company records for the said demat account or folio.

Please enter the DOB or Dividend Bank Details in order to login. If the details are not recorded with the depository or company please enter please enter the member id / folio number in the Dividend Bank details field asmentioned in instruction (v).



mailto:[email protected].



A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of theCustodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

(xix) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions ("FAQs")and e-voting manual available at www.evotingindia.com, under help section or write an email [email protected].

General Instructions:

i. The voting rights of Members shall be in proportion to the shares held by them in the paid up equity share capital of theCompany as on September 22, 2017, the cut-off date.

ii. Members can opt for only one mode of voting, i.e., either by physical poll or remote e-voting. In case Members casttheir votes through both the modes, voting done by remote e-voting shall prevail and votes cast through physical pollwill be treated as invalid.

iii. Members who do not have access to remote e-voting facility have been additionally provided the facil ity of votingthrough Ballot paper.

iv. The Scrutinizer shall immediately after the conclusion of voting at the General Meeting, first count the votes cast at themeeting, thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in theemployment of the Company and make not later than three days of conclusion of the Meeting, a consolidated Scrutinizer'sReport of the total votes cast in favour or against if any, to the Chairman or a person authorized by him in writing, whoshall countersign the same.

v. The result of the voting on the Resolutions at the Meeting will be announced by the Chairman or any other personauthorized by him forth their on receipt of the Scrutinizers Report.

vi. The results declared will communicated to the Stock Exchanges.

• All documents referred to in the accompanying Notice shall be open for inspection at the Registered Office of the Companyduring normal business hours (3.00 pm to 5.00 pm) on all working days, up to and including the date of the Annual GeneralMeeting of the Company. The Notice of 31st AGM, details and instructions for e-voting and the Annual Report of the Companyfor the year ended 31st March, 2017 will be uploaded on the Company's website and may be accessed by the members.

PROFILE OF THE DIRECTORS SEEKING APPOINTMENT/REAPPOINITMENT IN FORTHCOMING ANNUAL GERENRAL MEETING:

Name of Director SHRI. CHETAN KAMALBHAI TOLANI

Director Identification Number 02529867

Date of Birth 05.08.1973

Date of first appointment 01.07.2015

Qualifications Graduate

Expertise in specific Mr. Tolani is commerce graduate. He has more than 20 years of experience in Operation& Project Management, Planning and Administration of various projects. He has heldvarious senior level positions viz. Vice-president, Director in various industries beforejoining Jaihind.

Number of Equity shares held Nil

List of other Public Ltd. Co. inwhich Directorship held DCOM Systems Limited

Relationship between Directorsinter-se He is not related to any other director or managerial personnel.

Registered off ice: For Jaihind Projects Limited

3rd Floor, Venus Atlantis,Nr. Prahladnagar AUDA Garden, Prakash L. HindujaAnandnagar Road, Satellite, Chairman & Managing DirectorAhmedabad- 380015 [DIN: 01688850]

Date: 18.08.2017Place: Ahmedabad

Notice (Contd...)

mailto:[email protected].


Directors’ Report

To,

The Members,

Jaihind Projects Limited

Your Directors have pleasure in presenting their 31st Annual Report together with the Audited Statements of Accounts for thefinancial year ended on March 31, 2017.

FINANCIAL RESULTS: (Rupees in lacs)

OPERATIONS:

Standalone f inancial performance

The Company has successfully achieved several milestones in the past and has continued its journey in this year too inspite of the difficult phase through which most of the Indian infrastructure industry is passing through. During thePeriod under review the total revenue has decreased from Rs. 12198.10 Lacs to Rs. 6404.15 Lacs. The year under reviewhas been another very tough year for the Infrastructure Industries which is passing through recessionary phase in lastthree years.

Modest growth, coupled with delays in settlement of claims/ litigations with the clients, slower industrial growth,high interest rate, delays in projects, delay in payments from clients etc. has continuously put the company into stress.Though, the Company is taking all the setbacks positively and believes to sustain corporate stability with low cost andhigh quality work. We strongly believe that infrastructure sector is bound to grow at a very good pace in the comingfinancial year.

In spite of the above, your company has achieved decent Turnover of Rs. 6404.15 Lacs, during the year 2016-17. Thisindicates itself that the company’s management has proved its ability to retain business, in fact added new customers,in tough times of industry.

However, achievement of decent turnover by the Company did not reflect in bottom line and the company has incurrednet loss of Rs. 776.41 lacs for the financial year 2016-17.

Consolidated Operations

In accordance with the Listing Regulation provisions and Companies Act, 2013, the Consolidated Financial statementsof the Company and its subsidiaries are prepared and form part of this Annual Report.

During the period under review the total consolidated revenue for the year 2016-17 was Rs. 6418.97 Lacs as againstRs. 12237.42 Lacs for the previous year representing a decrease of Rs. 5818.45 Lacs.

For the financial year 2016-17 the Company has incurred consolidated loss of Rs. 770 Lacs against the net loss of Rs.3210.47 Lacs for the previous year.

DIVIDEND:

Due to loss incurred during the year under review, your directors do not recommend any dividend for the financial yearended on 31st March, 2017.

RESERVES:

Due to loss incurred during the year under review, your directors do not transfer any amount to Reserves for the financialyear ended on 31st March, 2017.

UNCLAIMED DIVIDENDS:

As at March 31, 2017, dividend amounting to Rs. 7.12 lacs has not been claimed by shareholders. As per the provisions ofSection 124 of the Companies Act, 2013, dividends remaining unclaimed for a period of seven years from the date of transferto the unpaid dividend account are required to be credited to the IEPF.

Year ended March 31st Standalone Consolidated 2016-17 2015-16 2016-17 2015-16 Total Income 6404.15 12198.10 6418.97 12237.42 Less: Expenditure 5493.39 13154.73 5501.80 13382.96 Profit / (Loss) before Interest and Depreciation

910.76 (956.63) 917.17 (1145.54)

Less: Interest 463.27 683.61 463.27 683.64 Less: Depreciation 1223.89 1370.23 1223.89 1381.30 Profit/(Loss) Before Tax (776.41) (3010.47) (770.00) (3210.47) Less: Provision For Taxation - - - - Profit/(Loss) After Tax (776.41) (3010.47) (770.00) (3210.47)


Directors’ Report (Contd...)Dividend in respect of the financial year 2009-10 & 2010-11, for the amount of Rs. 2,99,094/- and Rs. 4,12,904/-, respectivelyis still lying in separate account maintained for this purpose. Shareholders are requested to claim their dividend withinstipulated period of seven years. In terms of Section 124 of the Companies Act, 2013, no claim would lie against the Companyor the said fund after the said transfer.

PUBLIC DEPOSITS:

The Company has neither accepted nor renewed any deposits during the year under review.

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

Your Company has a comprehensive system of internal controls to safeguard the Company’s assets against loss fromunauthorized use and ensure proper authorization of financial transactions. The Company has an exhaustive budgetarycontrol system to monitor all expenditures against approved budgets on an ongoing basis. The Company maintains a systemof internal controls designed to provide assurance regarding the effectiveness and efficiency of operations, the reliabilityof financial controls and compliance with applicable laws and regulations as applicable in the various jurisdictions in whichthe Company operates.

DIRECTORS RESPONSIBILIT Y STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibilityStatement that:—

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with properexplanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimatesthat 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 thefinancial year and of the profit and loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordancewith the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;

d) the directors had prepared the annual accounts on a going concern basis; and

e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and were operating effectively.

Note: Internal financial control means the policies and procedures adopted by the Company for ensuring the orderlyand efficient conduct of its business including adherence to Company’s policies, the safeguarding of its assets, theprevention and detection of frauds and errors, the accuracy and completeness of the accounting records and thetimely preparation of reliable financial information.

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that suchsystems were adequate and operating effectively.

DIRECTORS:

Mr. Chetan Tolani, a Whole-time Director who retires by rotation at this Annual General Meeting and being eligible offerhimself for re - election. The Board of Directors recommended his re- appointment at the forthcoming Annual GeneralMeeting.

Mr. Parimal Vasavada, Directors of the company has resigned from the Board with effect from 11.07.2016 due to certain pre-occupation.

Mr. Rakesh Rathod Directors of the company has resigned from the Board with effect from 17.03.2017 due to certain pre-occupation.

Other than as stated above, there has been no other change in the Directors or the Key Managerial Personnel during theperiod.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted the declaration of independence, pursuant to Section 149(7) of the CompaniesAct, 2013 stating that they meet the criteria of independence as provided in sub-section(6) of Section 149 of the CompaniesAct, 2013.

The brief particulars of all directors, for which approval of members for their appointments or re-appointments are sought,is furnished in the statement of Corporate Governance published elsewhere in this Annual Report.

FORMAL ANNUAL BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of SEBI (LODR) Regulations, 2015, the Board hascarried out an evaluation of its own performance and the Directors individually. A process of evaluation was followed by theBoard for its own performance and that of its Committees and individual Directors.


A familiarization programme was conducted for 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 Companyand related matters.

MEETINGS OF BOARD OF DIRECTORS:

During the Financial Year under review, the Board has met four times i.e. on 6th June, 2016; 14th August, 2016, 14th November,2016 and 7th February 2017.

CONSTITUTION AND COMPOSITION OF AUDIT COMMITTEE:

As on March, 2017, the Company has constituted the Audit Committee under the Chairmanship of Mr. Neeta Tharani and Mr.Akhilesh Negi & Mr. Prakash Hinduja as Members of the Committee.

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013

The particulars of ratio of remuneration of each director to median remuneration of the employees of the Company for thefinancial year under report, percentage increase in remuneration to each Director and KMP, etc. more particularly describedunder Section 197(12) of the Companies Act, 2013 and Rule 5 of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014, are given as under;

(i) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during thefinancial year 2016-2017, ratio of the remuneration of each Director to the median remuneration of the employees of thecompany for the financial year 2016-2017 and the comparison of remuneration of each Key Managerial Personnel (KMP)against the performance of the Company are as under:

i) The median remuneration of employees of the Company during the financial year was 12.00 lakh

ii) In the financial year, there was an increase of 0% in the median remuneration of employees;

iii) There were 12 permanent employees on the rolls of Company as on March 31, 2017;

iv) Relationship between average increase in remuneration and company performance:- The increase in the remunerationis determined based on the performance by the employee of the company.

viii) The key parameters for the variable component of remuneration availed by the directors are considered by the Board ofDirectors based on the recommendations of the Human Resources, Nomination and Remuneration Committee asper theRemuneration Policy for Directors, Key Managerial Personnel and other Employees.

ix) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receiveremuneration in excess of the highest paid director during the year – Not Applicable; and

x) It is hereby affirmed that the remuneration paid is as per the as per the Remuneration Policy for Directors, Key ManagerialPersonnel and other Employees.

VIGIL MECHANISM:

The Company has adopted a Vigil Mechanismin form of whistle blower policy. It aims at providing means to employees toraise complaints and to receive feedback on any action taken and seeks to reassure the employees that such vigil mechanismshall provide for adequate safeguards against victimization of directors and employees who avail of such mechanism andalso make provisions for direct access to the Chairperson of Audit Committee in exceptional cases. This neither releasesemployees from their duty of confidentiality in the course of their work nor can it be used as a route for raising malicious orunfounded allegations against people in authority and / or colleagues in general.

RISK MANAGEMENT:

The Company has already in place, a Risk Management Plan. Brief details of various types of risk are provided in theManagement Discussion and Analysis section of the Annual Report.

Directors’ Report (Contd...)

Sr. No.

Name of Director/KMP and Designation

Remuneration of Director/KMP for

FY 2016-17

(Rs. in Lacs)

% increase in Remuneration in

the FY 2016-17

Ratio of remuneration of each Director / to

median remuneration of employees

Comparison of the Remuneration of the KMP

against the performance of the Company

1 Mr. Prakash Hinduja, Managing Director

13.50 0.00 0.00 Total Income of the company was decreased from Rs. 12237.42 lakhs in 2015-16 to Rs. 6418.97 lakhs in 2016-17. Net Loss after Tax was Decreased from Rs. 3210.47 lakhs to Rs. 770 lakhs in 2016-17.

2 Mr. Chetan Tolani, Executive Director

8.50 6.20%

0.00


AUDITORS & AUDITORS REPORT:

a. STATUTORY AUDITOR:

M/s N.K. Aswani& Co., Chartered Accountants, Firm Registration No. 100738W, Membership No. 033278) hold officeuntil the conclusion of the ensuing annual general meeting and are recommended for re-appointment from the 31st

Annual General Meeting (AGM) until the conclusion of next Annual General Meeting. The company has obtained acertificate from M/s. N.K. Aswani & Co.,Chartered Accountants,to the effect that their proposed re-appointment, ifmade, would be in accordance and conformity with the limits as specified in that section. The statutory auditors havealso confirmed that they hold a valid certificate issued by the “Peer Review Board” of The Institute of CharteredAccountants of India.

Auditors’ Qualif ications and Management’s Reply:

Auditors’ observations in the Financial Statements for the year ended on 31 st March, 2017

a) Bank guarantee invoked by “Arabian Pipeline Projects Company” (APPCO) of ` 6,051.04 lacs. The Company hasnot made any provision in its f inancial statements in respect of bank guarantee invoked. The Company hasfiled the suit before Hon’ble City Civil Court, Ahmedabad against the invocation of bank guarantee and theHon’ble Court have granted stay. The Company has also referred the dispute to “The London Court ofInternational Arbitration” for arbitration. In view of the pending litigation and uncertainty of outcome ofsuch pending litigation, we are unable to quantify and comment upon the liability that may devolve o n theCompany on account of such invoked bank guarantee. Our audit opinion on the f inancial statement for theyear ended March 31, 2017 is qualified in respect of above matter.

MANAGEMENT RESPONSE:

The Company was awarded project execution work of "Saline Water Conversion Corporation" (SWCC) at Kingdom ofSaudi Arabia jointly with "Arabian Pipeline Projects Company" (APPCO). As per the terms of the contract the companyhad provided bank guarantee to "Arabian Pipeline Projects Company" (APPCO) and "Arabian Pipeline ProjectsCompany" (APPCO) provided collective bank guarantee to "Saline Water Conversion Corporation" (SWCC). Due todelay in project execution and cost overrun, "Arabian Pipeline Projects Company" (APPCO) has invoked BG of `6051.04lakhs given by the Company. The Company believes that this invocation is in violation of the terms of the agreemententered into with the APPCO, moreover SWCC has not invoked BG. The Company has disputed the BG invocation byAPPCO before Hon'ble Civil Court, Ahmedabad. The Civil Court has granted interim stay. The Company has also referredthe matter for arbitration before "The London Court of International Arbitration" as provided in the terms of contract.Pending the legal proceedings in the above matter, the company has not given effect to the bank guarantee invokedby the APPCO.

b) Uncertainties relating to recoverability of trade receivable aggregating to ` 37533.16 lacs recognized in theearlier years in respect of project which are suspended or substantially closed and where the claims are currentlyunder negotiations/arbitration/litigation. Pending the ultimate outcome of these matters, which is presentlyunascertainable, no adjustments have been made in the accompanying standalone f inancial statements. Ouropinion is qualified in respect of this matter.

MANAGEMENT RESPONSE:

Trade receivable of `37533.16 Lakhs(Previous Year- 35442.18 lacs) outstanding as at March 31, 2017 representingvarious claims raised in earlier years, based on the terms and conditions implicit in the contracts and receivables inrespect of closed/suspended projects. These claims are mainly in respect of cost overrun, RA Bill & Final bill arisingdue to client caused delay, suspension of projects, deviation in design and change in scope of work, for which theCompany is at various stage of negotiation/discussion with clients or under arbitration. The Company has been legallyadvised that it has good case on merit in respect of these matters. Considering the contractual tenability, progress ofnegotiation/discussion with the clients, the management is confident of recovery of these receivables.

c) The Company has made investments in its subsidiary aggregating to ` 660.0 lacs reported under “Non-CurrentInvestments”. There is erosion of net worth, current year losses, legal cases by lenders and creditors againstthe said subsidiaries, which may result into the permanent diminution in the value of investments. In spite ofthis, the Company has reported these investments at cost. This constitutes departure from Accounting StandardAS-13 “Accounting for Investment” issued by the ICAI, which requires ascertainment and provision fordiminution, other than temporary, in the carrying amount of investment.

MANAGEMENT RESPONSE

The Company has made investments in its subsidiaries aggregating to ` 660.00 lakhs reported under “Non-CurrentInvestments”. Though there is erosion in the net worth, current year losses, legal cases by lenders and creditorsagainst the said subsidiaries, based on the management’s internal assessment regarding survival of t he saidsubsidiaries, assessment regarding recovery of claims and dues from the customers, and legal opinion obtained bythe management the diminution in value is temporary. Hence, the investments are valued at cost.



b. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

As per the provisions of the Section 204(1) of the Companies Act, 2013, the Company has appointed M/s. Abhishek Chhajed& Associates, Practicing Company Secretaries to conduct Secretarial Audit of the records and documents of the Company.

The Secretarial Audit Report for the Financial Year ended 31st March, 2017 in Form No. MR-3 is annexed to the DirectorsReport - Annexure - C and forms part of this Report. The observations of the Secretarial Auditors in their report are self-explanatory and do not require any comments.

REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:

Report on Corporate Governance and Management Discussion and Analysis Report for the year under review, together witha Certiûcate from the Practicing Professional regarding compliance of the conditions of Corporate Governance forms part ofthe Annual Report.

The compliance with the Corporate Governance provisions as specified in the Regulations 17 to 27 and clauses (b) to (i) ofsub-regulation (2) of Regulation 46 and as Per C, D and E of Schedule V of SEBI (Listing Regulations), 2015, are not applicableto the companies having Paid up Share Capital not exceeding Rs.10 Crores and Net Worth not exceeding Rs.25 Crore, as onthe last day of previous year. According to these regulations your company is not mandatorily required to comply with theprovisions of these regulations, for the time being as the Paid up Share Capital of the company is not exceeding Rs.10 Croresand the Net Worth is not exceeding Rs.25 Crores, as on the last day of the previous year, however, the company has made allpossible efforts to comply with the provisions of these regulations of the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015 and the provisions of the Companies Act, 2013, during the year under review.

In terms of Regulation 34 of SEBI (LODR) Regulations, 2015, a certificate from Auditors of the Company on compliance ofconditions of Corporate Governance is annexed to the Annual Report. A report on Corporate Governance as provided inRegulation 34 of SEBI (LODR) Regulations, 2015 is included in the Annual Report.

SUBSIDIARY COMPANIES:

The Company has 1 subsidiaries and 1 JV as of March 31, 2017. There was no material change in the nature of the businesscarried on by the subsidiaries.

As per the provisions of Section 129 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, a separatestatement containing the salient features of the financial statements of the subsidiary Companies/ Associate Companies/Joint Ventures is prepared in Form AOC-1 and is attached to the Financial Statements of the Company.

In accordance with the provisions of the Companies Act, 2013, the Balance Sheet, Statement of Profit and Loss and otherdocuments of the subsidiary companies will make available based on written request by the members and are not attachedwith the Annual Accounts of the Company. The annual accounts of the subsidiary companies will also be kept open forinspection by any member at the registered office of the Company and that of the respective subsidiary companies.

Your company has the following subsidiary Company.

Sr. No. List of Subsidiaries

1 Jaihind Infra Tech Projects Private Limited

FORMATION OF VARIOUS COMMITTEES:

Details of various committees constituted by the Board of Directors in line with the Companies Act, 2013 and SEBI (LODR)Regulations, 2015 are given in the Corporate Governance Report annexed which forms part of this report.

PARTICULARS OF EMPLOYEES:

The information required under section 197 (12) read with Rule 5 (2) & (3) of Companies (Appointment & Remuneration)Rules, 2014 of the Companies Act, 2013 the names and other particulars of employees is not applicable to the Company, as no employees drawing remuneration of Rs. 60,00,000/- or more per annum employed throughout the year or Rs.5,00,000/- or more per month employed for a part of the year.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo asrequired under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014is furnished in “Annexure – A” and is attached to this report.

GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactionson these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commissionfrom any of its subsidiaries.



5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concernstatus and Company’s operations in future.

6. No Loans, Guarantees, or Investments given / made during the Financial Year ended 31st March, 2017.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassmentof Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

EXTRACT OF ANNUAL RETURN:

The Extract of Annual Return of the Company in Form MGT-9 for the Financial Year ended 31st March, 2017 is given in Annexure– B and forms part of the Directors’ Report.

CORPORATE SOCIAL RESPONSIBILIT Y (CSR):

The Company has formed a CSR Committee comprising of Mr. Akhilesh Negi as Chairman and Mr. Prakash Hinduja and Mr.Chetan Tolani, as other members during the year under review. Given stressed financial condition of the business, theCompany does not have to make any obligatory contributions towards CSR from a regulatory perspective.

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

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 duringthe year under review and hence the said provision is not applicable.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013during the year under review. There are no materially significant related party transactions made by the company withPromoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of thecompany at large. However, details of transactions with related parties are given in 34 of Accounting Policies by Auditors.

DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)ACT, 2013.

Pursuant to section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013,entire staff in the Company is working in a most congenial manner and there are no occurrences of any incidents of sexualharassment during the year.

GENERAL

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concernstatus and Company’s operations in future.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to thank the Financial Institutions, Banks, Central and State Government authorities,Regulatory authorities, Stock Exchanges and all the various stakeholders for their continued co-operation and support tothe Company. Your Directors also wish to record their appreciation for the continued co-operation and support receivedfrom the Joint Venture partners/Associates.

For and on behalf of the Board of Directors

Date: 18.08.2017Place: Ahmedabad Prakash L. Hinduja

Chairman & Managing Director[DIN: 01688850]



Annexure to Directors’ Report

Annexure-A

Information as per Section 134 read with Rule 8 of the Companies (Accounts) Rules, 2014 for the financial yearended March 31, 2017.

(a) Conservation of Energy:

Care is taken for economic consumption of energy in all the project sites/ workshops of the Company. Company hadconsumed electricity and the cost of power fuel is reasonable. Company has maintained various power generators/ DGsets periodically to achieve maximum efficiency with minimum fuel consumption. Company has successfully workedout effective and efficient design of the lighting and energy devices in the offices of site working areas.

(b) Technology Absorption:

Research & Development (R & D)

i. Specific areas in which R & D is carried out by the Company.

(a) Improvement of Product Quality for pipe lining/coaltar coating ]

(b) Process Optimization.

(c) Process development/ modification]

ii. Benefits derived as result of above R & D

Lower cost due to higher quality and better process Optimization

iii. Future plan of action

The Company efforts will continue in the above area of R & D.

(c) Technology absorption, adoption & innovation:

(1) Effort, in brief, towards technology absorption, adoptions and Innovations:

The Company has instituted state of the art machinery at various sites, workshops, which operate under excellenttechnological parameters.

(2) Benefits derived as result of the above;

Enabled the Company to execute projects demonstrating quality workmanship and delivering the same as perschedule.

(3) Future Plans:

The Company will continue its efforts in the right direction that will enable it to improve the product quality andproductivity by carrying out various process/ quality improvements through indigenous technology.

(d) Foreign Exchange Earning & Outgo:

(Rs. In lacs)

Sr. No. Particulars 2016-17 2015-16

1. Value of Imports calculated on CIF basisPurchase of Raw Material Goods - -

2. Purchase of Fixed Assets - -

3. Expenditure in foreign currencies 90.60 261.32


Date: 18.08.2017

Place: Ahmedabad Prakash L. Hinduja

Chairman & Managing Director

[DIN: 01688850]



Directors’ Report (Contd...)Annexure -B

FORM NO. MGT 9EXTRACT OF ANNUAL RETURN

As on financial year ended on 31.03.2017

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration)Rules, 2014.

I. REGISTRATION & OTHER DETAILS:

1. CIN L45201GJ1985PLC008338

2. Registration Date 23.12.1985

3. Name of the Company JAIHIND PROJECTS LIMITED

4. Category/Sub-category of the Company Company having Share Capital/Public Company

5. Address of the Registered office & 3rd Floor, Venus Atlantis Corporate Park,contact details Nr. Prahladnagar AUDA Garden, Anandnagar Road,

Satellite, Ahmedabad- 380015

6. Whether listed company Yes(a) BSE Limited(b) National Stock Exchange of IndiaLimited

7. Name, Address & contact details of the M/s. Link Intime (India) Pvt Ltd.(AhmedabadRegistrar & Transfer Agent, if any. Branch)506-508, Amarnath Business Centre-1 (ABC-1),

Besides Gala Business Centre, Near XT Xavier’s CollegeCorner, Off C G Road, Ellisebridge, Ahmedabad-380009Tel: +91 79 26465179 /86 / 87E-mail id: [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or more of the totalturnover of the company shall be stated)

III. PARTICULARS OF HOLDINGS, SUBSIDIARY AND ASSOCIATE COMPANIES -

S. No. Name and Description of main products / services

NIC Code of the Product/service

% to total turnover of the company

1 Construction & Civil Engineering 45 95.12

SN NAME AND ADDRESS OF THE COMPANY

CIN/GLN

HOLDING/ SUBSIDIARY/ ASSOCIATE

% of shares held

Applicable Section

1 DCOM Systems Limited U72200GJ2000PLC037595 Associate Company 25.38 2(6)

2 Jaihind Infratech Projects Pvt. Ltd.

U45201GJ2010PTC060364 Subsidiary Company 97.06 2(87)

3 JPL-KBR N.A. Joint Venture 51 2(6)



IV. VI. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

Category-wise Share Holding

Sr. No

Category of Shareholders

Shareholding at the beginning of the year - 2016

Shareholding at the end of the year - 2017

% Change during

the year

Demat Physical Total % of Total

Shares Demat Physical Total

% of Total

Shares

(A) Shareholding of Promoter and Promoter Group

[1] Indian (a) Individuals / Hindu

Undivided Family 1963521 0 1963521 20.12 1963521 0 1963521 20.12 0.00

(b) Central Government / State Government(s)

0 0 0 0.00 0 0 0 0.00 0.00

(c) Financial Institutions / Banks

0 0 0 0.00 0 0 0 0.00 0.00

(d) Any Other (Specify) Bodies Corporate 2625997 0 2625997 26.91 2475997 0 2475997 25.38 -1.54 Sub Total (A)(1) 4589518 0 4589518 47.04 4439518 0 4439518 45.50 -1.54 [2] Foreign (a) Individuals (Non-

Resident Individuals / Foreign Individuals)

0 0 0 0.00 0 0 0 0.00 0.00

(b) Government 0 0 0 0.00 0 0 0 0.00 0.00 (c) Institutions 0 0 0 0.00 0 0 0 0.00 0.00 (d) Foreign Portfolio

Investor 0 0 0 0.00 0 0 0 0.00 0.00

(e) Any Other (Specify) Sub Total (A)(2) 0 0 0 0.00 0 0 0 0.00 0.00 Total Shareholding

of Promoter and Promoter Group(A)=(A)(1)+ (A)(2)

4589518 0 4589518 47.04 4439518 0 4439518 45.50 -1.54

(B) Public Shareholding

[1] Institutions (a) Mutual Funds / UTI 0 0 0 0.00 0 0 0 0.00 0

(b) Venture Capital Funds

0 0 0 0.00 0 0 0 0.00 0

(c) Alternate Investment Funds

0 0 0 0.00 0 0 0 0.00 0

(d) Foreign Venture Capital Investors

0 0 0 0.00 0 0 0 0.00 0

(e) Foreign Portfolio Investor

0 0 0 0.00 0 0 0 0.00 0

(f) Financial Institutions / Banks

0 0 0 0.00 0 0 0 0.00 0



(g) Insurance Companies

0 0 0 0.00 0 0 0 0.00 0

(h) Provident Funds/ Pension Funds

0 0 0 0.00 0 0 0 0.00 0

(i) Any Other (Specify) Sub Total (B)(1) 0 0 0 0.00 0 0 0 0.00 0

[2] Central Government/ State Government(s)/ President of India

Sub Total (B)(2) 0 0 0 0.00 0 0 0 0.00 0 [3] Non-Institutions

(a) Individuals (i) Individual

shareholders holding nominal share capital upto Rs. 1 lakh.

1867463 263050 2130513 21.83 2146217 259150 2405367 24.65 2.82

(ii) Individual shareholders holding nominal share capital in excess of Rs. 1 lakh

830390 32600 862990 8.84 1140452 32600 1173052 12.02 3.18

(b) NBFCs registered with RBI

0 0 0 0.00 0 0 0 0.00 0.00

(c) Employee Trusts 0 0 0 0.00 0 0 0 0.00 0.00 (d) Overseas

Depositories(holding DRs) (balancing figure)

0 0 0 0.00 0 0 0 0.00 0.00

e) Any Other (Specify) Hindu Undivided

Family 83644 0 83644 0.86 105539 0 105539 1.08 0.22

Non Resident Indians (Non Repat)

37670 0 37670 0.39 36237 0 36237 0.37 -0.01

Non Resident Indians (Repat)

46637 30500 77137 0.79 33309 30000 63309 0.65 -0.14

Clearing Member 59484 0 59484 0.61 61243 0 61243 0.63 0.02 Bodies Corporate 1914287 2200 1916487 19.64 1470978 2200 1473178 15.10 -4.54

Sub Total (B)(3) 4839575 328350 5167925 52.96 4993975 323950 5317925 54.50 1.54 Total Public

Shareholding(B)= (B)(1)+(B)(2)+(B) (3)

4839575 328350 5167925 52.96 4993975 323950 5317925 54.50 1.54

Total (A)+(B) 9429093 328350 9757443 100.00 9433493 323950 9757443 100.00 0.00 (C) Non Promoter -

Non Public

[1] Custodian/DR Holder

0 0 0 0.00 0 0 0 0.00 0.00

[2] Employee Benefit Trust (under SEBI (Share based Employee Benefit) Regulations, 2014)

0 0 0 0.00 0 0 0 0.00 0.00

Total (A)+(B)+(C) 9429093 328350 9757443 100.00 9433493 323950 9757443 100.00




B) Shareholding of Promoter-

C) Change in Promoters' Shareholding (please specify, if there is no change)

D) Shareholding Pattern of top ten Shareholders:

(Other than Directors, Promoters and Holders of GDRs and ADRs):

Sr. No

Shareholder's Name

Shareholding at the beginning of the year

Shareholding at the end of the year

% change in shareholding during the year

No. Of Shares Held

% of total Shares of the company

%of Shares Pledged /encumbered to total shares

No. Of Shares Held

% of total Shares of the company

%of Shares Pledged/ encumbered to total shares

1 DCOM SYSTEMS LIMITED

2625997 26.91 26.91 2475997 25.38 25.38 -1.54

2 PRAKASH HINDUJA 1306249 13.39 13.39 1306249 13.39 13.39 0.00 3 NEETA HINDUJA 521109 5.34 5.34 521109 5.34 5.34 0.00

4 GAURAV P HINDUJA 129363 1.33 1.29 129363 1.33 1.29 0.00

5 PRAKASH LALCHAND HINDUJA

6800 0.07 0.07 6800 0.07 0.07 0.00

Total 4589518 47.04 45.47 4439518 45.50 45.47 -1.54

Sr. No Name of Shareholder

Shareholding at the beginning of the year

Change in Shareholding


No. of shares % of total

shares of the company

Increase Decrease No. of shares % of total

shares of the company

1 DCOM SYSTEMS LIMITED 2625997 26.91 --- 150000 2475997 25.38 2 PRAKASH HINDUJA 1306249 13.39 --- --- 1306249 13.39 3 NEETA HINDUJA 521109 5.34 --- --- 521109 5.34 4 GAURAV P HINDUJA 129363 1.33 --- --- 129363 1.33 5 PRAKASH LALCHAND

HINDUJA - HUF 6800 0.07 --- --- 6800 0.07

SN Name of Shareholder Shareholding at the beginning of the year

Change in Shareholding with reason


No. of shares

% of total shares of the

company

Increase Decrease No. of shares

% of total shares of the

company 1 KARNAVATI CAPITAL MARKET

LIMITED 286529 2.94 0 264849 21680 0.22

2 L AND T FINANCE LTD 0 0.00 150000 0 150000 1.53 3 SHRI PARASRAM HOLDINGS

PVT.LTD. 36291 10294 46585

4 EASYACCESS FINANCIAL SERVICES LIMITED

583200 5.98 0 78976 504224 5.17

5 MICADO FOODS PRIVATE LIMITED 254165 2.60 72540 0 326705 3.35

6 SHREE RAM LEASE FINANCE LTD 178810 1.83 0 102905 281715 2.89 7 SREI EQUIPMENT FINANCE

LIMITED 393070 4.02 0 393070 0 0

8 JAGDISH AMRITLAL SHAH 252251 2.59 0 0 252251 2.59 9 RAJENDRA KANAKARAJ MEHTA 65000 0.67 0 0 65000 0.67

10 DHANANJAY BHARDWAJ 50000 0.51 0 12500 37500



E) Shareholding of Directors and Key Managerial Personnel:

*ceased to be a Director on 11.07.2016

#ceased to be a Director on 17.03.2017

F) INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for payment.

Rs. in Lakhs

SN Name of Directors/KMPs Shareholding at the beginning of the year

Change in Shareholding with reason


No. of shares

% of total shares of the company

Increase Decrease No. of shares % of total shares of the company

1. Prakash L. Hinduja

(Chairman & MD) 1306249 13.39 --- --- 1306249 13.39

2. Chetan Tolani (Whole-time Director)

--- --- --- --- --- ---

3. Akhilesh Negi (Non-executive)

--- --- --- --- --- ---

4. Parimal Vasavda* (Non-executive)

--- --- --- --- --- ---

5. Neeta Tharani (Non-executive)

--- --- --- --- --- ---

6. Rakesh Rathor# (Non-executive)

--- --- --- --- --- ---

7.

Secured Loans excluding deposits

Unsecured Loans

Deposits Total Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount 54579.54 3464.74 58044.28

ii) Interest due but not paid

iii) Interest accrued but not due

Total (i+ii+iii)

Change in Indebtedness during the financial year

* Addition

* Reduction 633.13 999.98 1633.11 Net Change 633.13 999.98 1633.11

Indebtedness at the end of the financial year

i) Principal Amount 53946.41 2464.76 56411.17

ii) Interest due but not paid

iii) Interest accrued but not due

Total (i+ii+iii) 53946.41 2464.76 56411.17


XI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

B. Remuneration to other directors

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD : [in Rs.]

SN. Particulars of Remuneration Name of MD/WTD/ Manager Total Amount

Mr. Prakash Hinduja (Chairman & MD)

Mr. Chetan Tolani# (Whole-time Director)

1 Gross salary 13,50,000 8,50,000 22,00,000 (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

--- --- ---

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

--- --- ---

(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961

--- --- ---

2 Stock Option --- --- --- 3 Sweat Equity --- --- --- 4 Commission

- as % of profit - others, specify…

--- --- ---

5 Others, please specify

--- --- ---

Total (A)

--- --- ---

Ceiling as per the Act

SN. Particulars of Remuneration Name of Directors Total Amount ----- ---- ---- ---

1 Independent Directors

Fee for attending board committee meetings

Commission Others, please specify Total (1)

2 Other Non-Executive Directors Fee for attending board committee meetings

NIL

Commission Others, please specify

Total (2) Total (B)=(1+2)

Total Managerial Remuneration

Overall Ceiling as per the Act

SN Particulars of Remuneration Key Managerial Personnel CEO CS CFO Total 1 Gross salary --- --- --- ---

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

--- --- --- ---

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 --- --- --- --- (c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

--- --- --- ---

2 Stock Option --- --- --- --- 3 Sweat Equity --- --- --- --- 4 Commission --- --- --- --- - as % of profit --- --- --- --- others, specify… --- --- --- --- 5 Others, please specify --- --- --- --- Total --- --- --- ---



XII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

The company, its Directors and other officers have not received any show cause notice for any non - compliance or anypenalty is levied for any non-compliance of any provisions under the Companies Act, 2013, during the financial year2016-17.


Date: 18.08.2017



[DIN: 01688850]



Directors’ Report (Contd...)Annexure -C

FORM NO. MR-3SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31STMARCH, 2017

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and RemunerationPersonnel) Rules, 2014]

To,

The Members,

Jaihind Projects Limited.

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporatepractices by Jaihind Projects Limited (hereinafter called the Company) (CIN:L45201GJ1985PLC008338) having its registeredoffice at 3rd Floor, Venus Atlantis, Nr. Reliance Petrol Pump Nr. Prahladnagar Garden, Anandnagar Road, Vejalp urAhmedabad - 380015. Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating thecorporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company’s books, papers, minute books, forms and returns filed and other records maintainedby the Company and also the information provided by the Company, its officers, agents and authorized representatives duringthe conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering thefinancial year ended on 31st March, 2017 complied with the statutory provisions listed hereunder and also that the Companyhas proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting madehereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by Jaihind ProjectsLimited (the Company) for the financial year ended on 31st March, 2017 according to the provisions of:

I. The Companies Act, 2013 (the Act) and the rules made thereunder;

II. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

III. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

IV. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of ForeignDirect Investment, Overseas Direct Investment and External Commercial Borrowings;

V. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBIAct’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

(c) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993regarding the Companies Act and dealing with client;

(i) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with Bombay Stock Exchange and National Stock Exchange of IndiaLimited.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards,etc. mentioned above subject to the following observations:

A) The Company is yet to comply with the section 138 of the Companies Act, 2013 i.e. Internal Auditor needs to be appointedto conduct the internal audit of the functions and activities of the company.

B) The Company is yet to comply with the Section 203 (1) (ii) for appointment of Company Secretary as Key ManagerialPersonnel and as per Regulation 6 (2) of The Securities and Exchange Board of India (Listing Obligation and DisclosureRequirement) Regulation, 2015 and Clause 47(a) of erstwhile Listing Agreement for appointment of Company Secretaryas compliance officer.

I further report that that the compliance of applicable Labour laws and financial laws including Direct and Indirect Tax laws bythe Company has not been reviewed in this Audit since the same has been subject to review by the Statutory Auditors and otherdesignated professionals.

I further report that


Directors’ Report (Contd...)The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directorsand Independent Directors. The changes in the composition of the Board of Directors that took place during the period underreview were carried out in compliance with the provisions of the Act

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at leastseven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda itemsbefore the meeting and for meaningful participation at the meeting. Based on the representation made by the company and itsofficers, Majority decision is carried through and that there were no dissenting member’s views on any of the matter during theyear that were required to be captured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations ofthe Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period, the Company has no other major / specific events, actions having a major bearingon the Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, st andards, etc. referred toabove viz.

Place : Ahmedabad For, Abhishek Chhajed& AssociatesDate: 18thAugust, 2017 Company Secretaries

Abhishek ChhajedProprietor

Mem. No.: A40329COP No.: 15131

Note: This Report is to be read with my letter of above date which is annexed as Annexure A and forms an integral part of thisreport


ANNEXURE - A TO THE SECRETARIAL AUDIT REPORT

To,

The Members,


Our report of even date is to be read along with this letter.

1. The Management of the company is responsible for maintenance of secretarial records, devise proper system to ensurecompliance with the provisions of all applicable laws and regulations and to ensure that the systems are adequate andoperate effectively.

2. Our responsibility is to express an opinion on these secretarial records and procedures followed by the company withrespect to Secretarial Compliances.

3. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about thecorrectness of the contents of the Secretarial records. The verification was done on test basis to ensure that correctfacts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonablebasis for our opinion.

4. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

5. Wherever required, we have obtained the Management representation about the compliance of laws, rules andregulations and happening of events etc.

6. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is theresponsibility of management. Our examination was limited to the verification of procedures on test basis.

7. The secretarial Audit Report is neither an assurance as to the future viability of the company nor of the efficacy ofeffectiveness with which the management has conducted the affairs of the company.

Place : Ahmedabad For, Abhishek Chhajed& AssociatesDate: 18thAugust, 2017 Company Secretaries

Abhishek ChhajedProprietor

Mem. No.: A40329COP No.: 15131



CORPORATE GOVERNANCE REPORT:

REPORT ON CORPORATE GOVERNANCE:

Corporate Governance is a set of principles, processes and systems which govern a company. The elements of Corporate Governanceare independence, transparent, accountability, responsibility, compliance ethics, values and trust. Corporate Governance enablesan organization to perform efficiently and ethically generate long term wealth and create value for all its stakeholders. TheCompany believes that sound Corporate Governance is critical for enhancing and retaining investors’ trust and your Companyalways seeks to ensure that its performance goals are met with integrity. The Company has established systems and proceduresto ensure that its Board of Directors is well informed and well equipped to fulfill its overall resp onsibilities and to providemanagement with the strategic direction needed to create long term shareholders value. The Company has adopted many ethicaland transparent governance practices even before they were mandated by law. The Company has always worked towards buildingtrust with shareholders, employees, customers, suppliers and other stakeholders based on the principles of good corporate.

In India, corporate governance standards for listed companies are regulated by the Securities and Exchange Board of India(LODR) Regulations, 2015.

COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE

Our Company’s’ philosophy is to add value to customers’ businesses providing the best of services that allow them to increaseefficiency & profitability of their operation while uploading the core values of transparency, honesty & compliance with law. Ourcompany has complied with the code of conduct which serves as a guide to each employee on the standard of value, ethics &principles which should govern their conduct while performing their tasks and function in discharging their responsibilities.

BOARD OF DIRECTORS:

(a) Composition:

The Board of Directors of the Company are in a fiduciary position, empowered to oversee the management function witha view to ensure its effectiveness and enhancement of shareholders’ value. The Board reviews and approves managementstrategic plan and business objectives and monitors the Company’s strategic direction. The Board sets strategic goalsand seeks accountability for their fulfillment. Acting as trustees on behalf of the shareholders, Board ensures that theCompany has clear goals relating to shareholders value and growth.

As on date, the Company’s Board comprises of 4 Directors with a mix of executive/non-executive and promoter/independent directors. Out of total Board members, Chairman is Executive Promoter Director, one whole-time Directorbeing Executive Director and two are Non-Executive Independent Directors.

As on 31st March, 2017, the composition of Board complies with the requirements of the Corporate Governance code with50% of the directors being non-executive Independent directors.

Independent Directors are non-executive directors as defined under Regulation 16 (1) (b) of SEBI (LODR) Regulations,2015. The maximum tenure of the Independent Directors is in compliance with the Companies Act, 2013. All theIndependent Directors have confirmed that they meet the criteria as mentioned Regulation 16 (1) (b) of SEBI (LODR)Regulations, 2015 and Section 149 of the Companies Act, 2013.

(b) Information on Board of Directors

None of the directors on the board is a Member of more than ten (10) committees or Chairman of more than five (5)committees across all the companies in which he is a director. None of the Independent Directors ser ve as an independentdirector in more than seven listed entities provided that any Independent Director who is serving as a whole time directorin any listed entity shall serve as an independent director in not more than three listed entities. Necessary disclosuresregarding their Directorship/ Membership in other companies have been made by all directors. For the purpose ofdetermination of limit, chairpersonship and membership of the audit committee and the Stakeholders’ RelationshipCommittee alone shall be considered. Names and Categories of the Directors on the Board, their Attendance in the BoardMeeting and in last Annual General Meeting, Number of other directorship & chairmanship/membership held by them inother companies during the year 2016-17 is given below:

The table below provides the composition of the Board, their attendance at Board meetings & AGM and number of otherdirectorship, chairmanship/membership of other companies.

Report On Corporate Governance


As on 31st March, 2017, the composition of Board complies with the requirements of the Corporate Governance code with 50% ofthe directors being non-executive Independent directors.

Independent Directors are non-executive directors as defined under Regulation 16 (1) (b) of SEBI (LODR) Regulations, 2015. Themaximum tenure of the Independent Directors is in compliance with the Companies Act, 2013. All the Independent Directorshave confirmed that they meet the criteria as mentioned Regulation 16 (1) (b) of SEBI (LODR) Regulations, 2015 and Section149 of the Companies Act, 2013.

(a) Information on Board of Directors

None of the directors on the board is a Member of more than ten (10) committees or Chairman of more than five (5)committees across all the companies in which he is a director. None of the Independent Directors ser ve as an independentdirector in more than seven listed entities provided that any Independent Director who is serving as a whole time director

Report On Corporate Governance (Contd...)

Name of the Director & Designation

Category Date of Appointment

No. of other Directorship Held In Private/Public companies in India

No. of Chairmanship/ Membership in other Companies

Board meeting attended

Attendance at the last AGM

No. of Shares held & % holding in the Company)

Mr. Prakash L. Hinduja Chairman& Managing Director [DIN: 01688850]

Promoter and Executive

07/02/1989

4

---

4

Yes

13,06,249 13.38%

Mr. Chetan Tolani Whole-time Director [DIN: 02529867]

Executive Director

01/07/2015

3

---

4

Yes

---

Mr. Neeta Tharani Director [DIN: 07536734]

Non- Executive Independent Director

06/06/2016

1

---

3

Yes

---

Mr. Akhilesh Negi Director [DIN: 02041634]


29/09/2008

2

---

4

Yes

---

Mr. Rakesh Rathod Director# [DIN: 07569002]


18/07/2016

1

---

1

Yes

---

Mr. Parimal Vasavda* Director [DIN: 06973223]


14/11/2014

1

---

0

NA

---

#Resigned w.e.f. 17.03.2017 * Resigned w.e.f. 11.07.2016


in any listed entity shall serve as an independent director in not more than three listed entities. Necessary disclosuresregarding their Directorship/ Membership in other companies have been made by all directors. For the purpose ofdetermination of limit, chairpersonship and membership of the audit committee and the Stakeholders’ RelationshipCommittee alone shall be considered. Names and Categories of the Directors on the Board, their Attendance in the BoardMeeting and in last Annual General Meeting, Number of other directorship & chairmanship/membership held by them inother companies during the year 2016-17 is given below:

The table below provides the composition of the Board, their attendance at Board meetings & AGM and number of otherdirectorship, chairmanship/membership of other companies.

The non-executive directors of the Company do not have any material pecuniary relationship or transactions vis-à-visCompany. Sitting fees to few Non-executive directors are paid for attending the meetings of the board or committee(s).No other payment is made to the non-executive directors. The details of sitting fees paid to each director appear laterunder the disclosure relating to Remuneration to Directors.

(b) Board Membership Criteria

The Nomination and Remuneration Committee works with the entire Board to determine the appropriate characteristic,skills and experience required for the Board as a whole and for individual members. Board Members are expected topossess the expertise, skills, and experience to manage and guide a high growth.

(c) Number of meetings of the board of directors held and dates on which held

The Board normally meets once in a quarter. Additional meetings are held as and when required. During the year underreview, Board of Directors of JPL met 4 times, viz 6th June, 2016; 14th August, 2016, 14th November, 2016 and 7th February2017 and the 30th Annual General Meeting was held on 27th September, 2016.

As per the requirement of Regulation 17 of SEBI (LODR) Regulations, 2015, the Board meets at least four times in everyquarter and the maximum time gap between any two meetings was not more than one hundred and twenty days.

The information as required under Regulation 17 (7) of SEBI (LODR) Regulations, 2015 is made available to the Board.The agenda and the papers for consideration at the Board meeting are circulated to the Directors in advance before themeetings. Adequate information is circulated as part of the Board papers and is also made available at the Board Meetingsto enable the Board to take informed decisions. Where it is not practicable to attach supporting/relevant document(s)to the Agenda, the same are tabled at the meeting and specific reference to this is made in the Agenda. As requiredunder Regulation 17 (7) of SEBI (LODR) Regulations, 2015, the Board periodically reviews compliances of various lawsapplicable to the Company.

Disclosure of Relationship between Directors inter se:

Name of directors Relationship with other Director

Shri Prakash L. Hinduja Father of Shri Gaurav P. Hinduja, Whole-time Director of the Company.

Shri Chetan K. Tolani Not, in any way, concern / interested / related with any of the other directors of the company.

Shri Akhilesh Negi Not, in any way, concern / interested / related with any of the other directors of the company.

Smt. Neeta Tharani Not, in any way, concern / interested / related with any of the other directors of the company.

(a) Shareholding of Non-Executive Directors: Please refer table given in point (b) under the head of Board of directors ofCorporate Governance report.

(b) Code of Conduct

The Company has formulated and implemented a Code of Conduct for all Board members and senior management personnelof the Company in compliance with Regulation 17(5) of the SEBI (LODR) Regulations, 2015. The said Code of Conduct hasbeen posted on the Company’s website www.jpl.in. A declaration to this effect duly signed by Chairman & ManagingDirector of the Company is attached herewith and forms part of Corporate Governance Report. The Board has also adoptedseparate code of conduct with respect to duties of Independent Directors as per the provisions of the Companies Act,2013.

(c) Disclosures regarding appointment/re-appointment of Directors: Please refer Directors Report.

3. Audit Committee

The Audit Committee serves as the link between the Statutory and internal auditors and the Board of Directors. Theprimary objective of the Audit Committee is to monitor and provide effective supervision of the Management’s financialreporting process with the view to ensure accurate, timely and proper disclosures and transparency, integrity and qualityof financial reporting.


http://www.jpl.in.


(a) Terms of reference and Powers

Terms of reference of the Audit Committee include approving and implementing the audit procedures, reviewingfinancial reporting systems, internal control systems and control procedures and ensuring compliance with theregulatory guidelines and also include those specified under the Regulation 18 of SEBI (LODR) Regulations, 2015as well as under Section 177 of the Companies Act, 2013.

The Committee is authorized by the Board in the manner as envisaged under Regulation 18(2) (c) of SEBI (LODR)Regulations, 2015 as well as under Section 177 of the Companies Act, 2013. The Committee has been assignedtask as listed under Regulation 18(3) of SEBI (LODR) Regulations, 2015 read with Schedule II Part C (A). TheCommittee reviews the information as listed under Regulation 18(3) of SEBI (LODR) Regulations, 2015 read withSchedule II Part C (B) as well as under Section 177 of the Companies Act, 2013.

(b) Composition

The Board of Directors of the Company has constituted an Audit Committee and has been reconstituted from timeto time to comply with statutory requirement. Presently, the Audit Committee comprises qualified and independentmembers of the Board, who have expertise knowledge and experience in the field of accounting and financialmanagement and have held or hold senior positions in other reputed organizations. The constitution, compositionand functioning of the Audit Committee also meets the requirements of Section 177 of the Companies Act, 2013and Regulation 18 of SEBI (LODR) Regulations, 2015. The present composition of the Audit committee and Meetingsattended by them during the financial year 2016-17 is as follow:

Name Designation Category

Mr. Neeta Tharani Chairman Non-Executive and Independent Director

Mr. Akhilesh Begi Member Non-Executive and Independent Director

Mr. Prakash Hinduja Member Executive Director

(c) Audit Committee Meetings

Four [4] Audit Committee Meetings were held during the year 2016-2017. The dates on which the Audit CommitteeMeetings were held are:

6th June, 2016; 14th August, 2016, 14th November, 2016 and 7th February 2017.

The maximum time gap between two meetings was not more than four months.

The Statutory Auditors of the Company are invited to attend and participate in the meetings of the Audit Committee.The Committee holds discussions with them on various matters including limited review of results, audit plan forthe year, matters relating to compliance with accounting standards, auditors’ observations and other relatedmatters.

The attendance and composition of audit committee is as follow for the year ended 31st March 2017:

Name of Member Total Meeting held Total attended % of attendance

Mr. Neeta Tharani 4 3 75

Mr. Akhilesh Begi 4 4 100

Mr. Prakash Hinduja 4 1 25

4. Nomination and Remuneration Committee (NRC)

(a) Composition

In compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (LODR)Regulation, 2015, this Committee has constituted by the Board of Directors and has been reconstituted fromtime to time. The present composition of “Nomination and Remuneration Committee” comprises following qualifiedand independent Directors being a member of the Committee during the financial year 2016-17.

Sr. No. Name of Director Designation Category

1 Mr. Neeta Hinduja Member Non-Executive and Independent Director

2 Mr. Akhilesh Negi Chairman Non-Executive and Independent Director

3 Mr. Prakash Hinduja Member Executive - Chairman of the company

(b) Nomination and Remuneration Committee Meeting

Two [2] Nomination and Remuneration Committee were held during the year 2016-17. The dates on which theNomination and Remuneration Committee were held are:

6th June 2016 & 14th August, 2016.

The attendance and composition of Nomination and Remuneration committee is as follow for the year ended 31stMarch 2017:





Mr. Parimal Vasavada* 2 1 50

Mr. Akhilesh Negi 2 2 100

Mr. Prakash Hinduja 2 0 0

* Resigned w.e.f. 11.07.2016

(c) Terms of reference and Powers of the committee inter alia, includes the following :

(A) appointment of the directors, and key managerial personnel of the Company; and

(B) Fixation of the remuneration of the directors, key managerial personnel and other employees of the Company.

(b) CRITERIA FOR MAKING PAYMENTS TO NON- EXECUTIVE DIRECTORS:

The Company has laid down the criteria for making payments to the Non- Executive Directors. The details of suchcriteria are available in the Remuneration Policy disseminated on the website of the Company www.jpl.in

(e) REMUNERATION POLICY:

The Policy inter alia provides for the following:

(a) attract, recruit, and retain good and exceptional talent;

(b) list down the criteria for determining the qualifications, positive attributes, and independence of the directorsof the Company;

(c) ensure that the remuneration of the directors, key managerial personnel and other employees is performancedriven, motivates them, recognises their merits and achievements and promotes excellence in theirperformance;

(d) motivate such personnel to align their individual interests with the interests of the Company, and furtherthe interests of its stakeholders;

(e) ensure a transparent nomination process for directors with the diversity of thought, experience, knowledge,perspective and gender in the Board; and

(f) Fulfil the Company’s objectives and goals, including in relation to good corporate governance, transparency,and sustained long-term value creation for its stakeholders.

5. Remuneration of Directors: Remuneration to the Executive directors and sitting fees to the non-executive directors aregiven in the MGT 9 point (XI).

6. STAKEHOLDERS RELATIONSHIP COMMITTEE

(a) Composition

The Committee has been constituted by the Board of Directors and has been reconstituted from time to time tocomply with statutory requirement. The Committee specifically looks into issues relating to investors includingshare related matters and redressal of grievances of Security holders. The Committee comprises three [3] directorsand committee functions under the Chairmanship of an independent director. The present composition of theStakeholders Relationship Committee and meetings attended by them during the financial year 2016-17 is asfollow:

Name Designation Category

Mr. Neeta Tharani Chairperson Non-Executive and Independent Director

Mr. Akhilesh Negi Member Non-Executive and Independent Director

Mr. Chetan Tolani Member Executive Director

(b) Committee Meetings:

Four [4] Stakeholders Relationship Committee were held during the year 2016-17. The dates on which theStakeholders Relationship Committee Meetings were held are 6th June, 2016; 14th August, 2016, 14thNovember, 2016 and 7th February 2017.

The attendance and composition of Nomination and Remuneration committee is as follow for the year ended 31st March 2017:



Mr. Akhilesh Negi 4 4 100

Mr. Chetan Tolani 4 3 75


http://www.jpl.in


(c) OTHER INFORMATION :

• To expedite the process of share transfer, transmission, split, consolidation, rematerialization anddematerialization etc. of securities of the Company, the Board of Directors has delegated the powers ofapproving the same to the Company’s RTA namely Link Intime India Pvt. Ltd., Mumbai under the supervisionand control of the Company Secretary/Compliance Officer of the Company, who is placing a summarystatement of transfer/transmission, etc. of securities of the Company at the meetings of the saidCommittee.

• In pursuance of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board has approved theCode of Conduct for Prevention of Insider Trading for complying with the requirements under the SEBI (Prohibition of Insider Trading) Regulations, 2015 and the requirements under the SEBI (LODR) Regulations,2015.

Name, Designation and address of the Compliance Officer

Mr. Prakash Hinduja,

Compliance Officer

3rd Floor, Venus Atlantis Corporate Park,

Anandnagar Road, Ahmedabad – 15

Tel No.: 079-40501333

Fax No.: 079-40501310

E-mail: [email protected]

Website: www.jpl.in

The Company has designated the email Id ([email protected]) for grievances redressal and registering complaints by investor.

Quarter-wise Summary of Investors Complaints received and resolved during the Financial Year 2016-17

(D) Details of Unclaimed Dividend

7. General body meetings:

Postal Ballot:

During the year under review, No Special resolution was passed through postal ballot.

Quarter-wise Summary of Investors' Complaints received and resolved Quarter Period

From To Opening Received Resolved Pending

01/04/2016 30/06/2016 NIL NIL NIL NIL 01/07/2016 30/09/2016 NIL NIL NIL NIL 01/10/2016 31/12/2016 NIL NIL NIL NIL 01/01/2017 31/03/2017 NIL NIL NIL NIL

Accounting year Date of declaration of dividend Dividend payment

Amount (in Rs.) as on 31.03.16

Expected date of transfer of unclaimed dividend to IEPF

2009-10 7th September, 2010 10% 2,99,094 13th October, 2017 2010-11 29th September, 2011 10% 4,12,904 5th November, 2018


AGM/Date/time/ Venue Details of Special Resolutions passed

28th AGM on 29th September, 2014 at 11.00 a.m. at 3rd Floor, Venus Atlantis Corporate Park, Anandnagar Road, Ahmedabad-15

1. Special Resolution for Borrowing powers for approved limits.

2. Special Resolution for providing securities in connection with the borrowings of the Company.

3. Re-adoption of Articles of Association

29th AGM on 26th September, 2015 at 11.00 a.m. at 3rd

Floor, Venus Atlantis Corporate Park, Anandnagar Road, Ahmedabad-15.

1. Appointment of Mr. Prakash L. Hinduja as Chairman & Managing Director.

2. Appointment of Mr. Chetan Tolani as Executive Director.

30th AGM on 27th September, 2016 at 10.00 a.m. at 3rd Floor, Venus Atlantis Corporate Park, Anandnagar Road, Ahmedabad-15.

NIL


http://www.jpl.in

mailto:([email protected])


8. MEANS OF COMMUNICATION

(a) Financial Results:

The Company regularly intimates quarterly unaudited as well as yearly audited financial results to the stock exchanges,immediately after the same are taken on record by the Board.

(b) Newspapers wherein results normally published

Results are normally published in “Business Standard” in English daily and in “Jaihind” in its Gujarati edition. Theseare not sent individually to the shareholders.

(c) Website, News Releases, Presentation etc.

The Company’s results, annual reports and official news releases are displayed on the Company’s web-site www.jpl.inThe said Company’s website also containing basic information about the Company includes information about theCompany’s business, financial information, shareholding pattern, compliance with corporate governance, Company’sdirector, registrar & transfer agent, contact information of the designated officials of the Company who are responsiblefor assisting and handling investor grievances etc.

BSE Listing Center

Bombay Stock Exchange Limited (BSE) has also launched a web based system for corporates to make their periodic submissionof compliances online. Your company is also filing the Shareholding Pattern, Financial Result, Corporate Governance Reportand all the intimation/ disclosures through the BSE Listing Center.NEAPS: NSE ELECTRONIC APPLICATION PROCESSING SYSTEM

National Stock Exchange of India Limited (NSE) has also launched a web based system for corporates to make their periodicsubmission of compliances online. Your company is also filing the Shareholding Pattern, Financial Result, Corporate GovernanceReport and all the intimation/ disclosures through the NEAPS platform.

Processing of investor complaints in SEBI Complaints Redress System (SCORES)

SEBI has commenced processing of investor complaints in a centralized web based complaints redress system “SCORES”. By thisfacility investors can file their complaints on line and also view online movement of their complaints. The salient features ofthis system are: Centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companiesand online viewing by investors of action taken on the complaint and its current status.Price Sensitive Information

All price sensitive information and announcements are communicated immediately after the Board decis ions to the StockExchanges, where the Company’s shares are listed, for dissemination to the Shareholders.

9. Other Disclosures:

(a) Disclosures on materially significant related party transactions that may have potential conflict with the interestsof the Company at large

There were no materially significant related party transactions that may have potential conflict with the interests ofthe Company.

(b) MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors of the Company had met during the year on 25/03/2017 to review the performance of non-Independent Directors and the Board as a whole, review the performance of the Chairperson of the Company and hadaccessed the quality , quantity and timeliness of flow of information between the company management and the Board.

(c) Familiarisation programmes for Board Members

The Board members are provided with necessary documents/brochures, reports and internal policies to enable themto familiarize with the Company’s procedures and practices. Periodic presentations are made at the Board and BoardCommittee Meetings, on business and performance updates of the Company, global business environment, businessstrategy and risks involved.

(d) Whistleblower Policy

The Company has adopted the Whistleblower Policy and has established the necessary vigil mechanism for employeesand directors to report concerns about unethical behavior, actual or suspect fraud or violation of Code of Conduct. Italso provides adequate safeguard against the victimization of employees who avail of the mechanism and allows directaccess to the Chairman of the Audit Committee. No person has been denied access to the Chairman of Audit Committee.The said policy is uploaded on the Company’s website www.jpl.in


http://www.jpl.in

http://www.jpl.in


(e) Material Subsidiary

As on 31st March, 2017, your company has one Subsidiary Company namely Jaihind Infratech Projects Pr ivate Limited

The subsidiary company of the Company is being managed with its respective Board having the rights and obligationsto manage such companies in the best interest of their stakeholders. No company is material unlisted Indian subsidiarycompany. As a majority shareholder, the Company has its representatives on the Boards of the subsidiary companiesand monitors the performance of such companies.

The Company has no materially significant related party transactions with its promoters, the directo rs or themanagement or relatives etc. that may have potential conflicts with the interests of the Company at large.

There were no instances of non-compliance or Penalties, imposed on the Company by the Stock Exchange/(s) or SEBIor any statutory authority, on any matter related to Capital Markets, during the last three years.

In preparation of the financial statements, the Company has followed the Accounting Standards issued by ICAI. Thesignificant accounting policies which are consistently applied have been set out in the Notes to the Accounts.

The Management Discussion and Analysis Report have been separately given in this Annual Report.

The Company has already appointed Mr. Prakash L. Hinduja, as Chairman& Managing Director. Certification from himwas placed as a part of good Corporate Governance practice in the Annual Accounts of FY 2016-17.

(f) Compliance with the Corporate Governance Code

The Company has complied with all the mandatory Corporate Governance requirements specified in Regulation 17 to27 and clause (b) to (i) of sub-regulation 46 of SEBBI (LODR) Regulations, 2015. The non-mandatory requirementscomplied which has been disclosed at the relevant places under the appropriate head.

(g) Disclosure of accounting treatment in preparation of Financial Statements

Your Company has followed all relevant Accounting Standards laid down by the Institute of Chartered Accountants ofIndia (ICAI) while preparing financial statement.

(h) MDA

Management Discussion and Analysis Report is set out in a separate section included in this Annual Report and formspart of this Report.

(i) CEO/CFO Certif icate

The Chairman and Managing Director and the Chief Financial Officer have furnished a Certificate to the Board for theyear ended on March 31, 2017 in compliance with as per the Regulation 17 of SEBI (LODR) Regulations, 2015

(j) Risk Management Policy

The Company has framed formal Risk Management framework for risk assessment and risk minimization for Indianoperation which is periodically reviewed by the Board of Directors to ensure smooth operations and effectivemanagement control. The Audit Committee also reviews the adequacy of the risk management frame work of the Company,the key risks associated with the business and measures and steps in place to minimize the same.

(K) Related Party Disclosures

There are no materially significant related party transactions i.e. transactions of material nature, with its promoters,the directors or the management, their subsidiaries or relatives etc., that may have potential conflicts with the interestsof the company at large in the financial year 2016-17. Related party transactions have been disclosed in the Notes tothe Annual Accounts of the Company for the year ended 31st March, 2017. However, details of transactions with relatedparties are given in 34 of Accounting Policies by Auditors.

10. General shareholder information

(a) Company Registration Details

The Company is registered under The Companies Act, 1956 with the Office of Registrar of Companies, Gujarat,India. The Corporate Identity Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is:L45201GJ1985PLC008338.

(b) 31st Annual General Meeting

Date & Time Venue

29th day of September, 2017 at 10.00 a.m. 3rd Floor, Venus Atlantis Corporate Park, Nr. Prahladnagar AUDAGarden, Satellite, Ahmedabad-380 015, Gujarat



(c) Financial Year

Financial year is commencing from 1st April to 31st March and financial results will be declared as per the followingschedule.

Financial Results ended Timeline

30th June, 2017 - within 45 days from end of Quarter

30th September, 2017 - within 45 days from end of Quarter

31st December, 2017 - within 45 days from end of Quarter

Audited Results for the year ended on - within 60 days from end of Financial Year31st March, 2018

(b) Date of Book Closure :

From Saturday, 23rd day of September, 2017 To Friday, 29th day of September, 2017 (both days inclusive), for the AnnualGeneral Meeting scheduled to be held on 29th September, 2017.

(e) Annual General Meeting:

Friday, 29th September, 2017 at 10.00 a.m

(f) Details of Shares

Types of shares : Equity Shares

No. of paid up shares : 97,57,443

Market lot of shares : 1 share

(g) Dividend Payment Date : Not Applicable

(h) Stock Code

Name of Stock Exchange Code no.

Bombay Stock Exchange Ltd. (BSE), Mumbai 531339

National Stock Exchange of India Limited (NSEIL) JAIHINDPRO

(i) Listing on Stock Exchange

The Company’s shares are listed and traded on Bombay Stock Exchange Limited (BSE), Mumbai and National StockExchange (NSE), Mumbai. The Company has paid listing fees to Mumbai Stock Exchange and National Stock Exchangefor financial year 2017-18 within stipulated time frame.

Stock Data :

Month Share price BSE Volume at BSE Share price NSE Volume at NSE BSE Sensex

High Price Low Price No.of Shares High Price Low Price No.of Shares High Price Low Price

Apr-16 8.19 5.4 255509 7.2 6.5 2400 26100.54 24523.2 May-16 7.5 6.05 32615 6.5 6.5 15 26837.2 25057.93

Jun-16 8.2 6 37599 7.5 7.1 1332 27105.41 25911.33 Jul-16 8.4 6.6 41315 7.5 7.5 800 28240.2 27034.14

Aug-16 8.2 6.3 53690 7.6 7.6 100 28532.25 27627.97 Sep-16 7.8 5.75 112602 5.85 5.75 1736 29077.28 27716.78 Oct-16 7.69 5.62 111618 6.3 6.3 6200 28477.65 27488.3 Nov-16 6.8 5.2 120179 5.15 5.15 100 28029.8 25717.93 Dec-16 6.69 5.3 31614 5.5 5 650 26803.76 25753.74 Jan-17 7.24 5.25 74178 6 6 299 27980.39 26447.06 Feb-17 6.35 5.39 58690 6.2 5.9 6826 29065.31 27590.1 Mar-17 6.75 5.42 42712 6.2 6 3685 29824.62 28716.21



Movement of share price on Bombay Stock Exchange:

Movement of share price on National Stock Exchange:

(j) Shares Held in Physical and Dematerialized Form :

The Company’s shares are compulsorily traded in dematerialized mode. As on 31st March 2017, 96.68% shares wereheld in dematerialized form and balance 3.32% shares were held in physical form. Those shareholders whose sharesare held in physical form are requested to dematerialize the same at the earliest in their own interest. The dematsecurity code (ISIN) for the equity shares is INE343D01010.

(k) Distribution of Shareholding (as on March 31, 2017)

a. On the basis of Shares held

(l) Share Transfer System:

All the shares related work is being undertaken by our RTA, Link Intime India Pvt. Ltd., Ahmedabad (Formerly known asIntime Spectrum Registry Limited). To expedite the process of share transfer, transmission, split, consolidation,rematerialistion and dematerialisation etc. of securities of the Company, the Board of Directors has delegated thepower of approving the same to the Company’s RTA who is placing a summary statement of transfer/transmission, etc.of securities of the Company at the meetings of the Stakeholders Relationship Committee.


No. of Equity Shares held (Range)

No. of share-holders Percentage to total share-holders

No. of Shares held

Percentage to total shares held

Up to 500 501 – 1000

1001 - 2000 2001 - 3000 3001 - 4000 4001 - 5000

5001 - 10000 Above 10001

4477 516 309 115

45 40 67 69

79.41 9.15 5.48 2.03 0.79 0.70 1.19 1.22

727054 417604 464384 291732 164789 190449 471934

7029497

7.45 4.28 4.75 2.99 1.68 1.95 4.84

72.05 T O T A L 5638 100.00 97,57,443 100.00

10

8

6

4

2

0

Apr-16

May-16

Jun-16

Jul-16

Aug-16

Oct-16

Nov-16

Dec-16

Jan-17

Feb-17

Mar-17

Sep-1

6

Share price BSE High Price

Share price BSE Low Price

87654

210

Apr-16

May-16

Jun-16

Jul-16

Aug-16

Oct-16

Nov-16

Dec-16

Jan-17

Feb-17Mar-

17Sep

-16

Share price NSE High Price

Share price NSE Low Price3


Shares lodged for transfer at the RTA address in physical form are normally processed and approved within 15 days fromthe date of receipt, subject to the documents being valid and complete in all respects. Normally, all the requests fordematerialization of shares are processed and the confirmation is given to the Depository within 15 days. The investors/shareholders grievances are also taken-up by our RTA.

The Company has obtained and filed with the Stock Exchange(s), the half yearly certificates from a Company Secretaryin practice for due compliance with the share transfer formalities as required under Clause 47(c) of the Listing Agreementand Clause 40(9) of SEBI ( LODR) Regulations, 2015.

(m) Pan Requirement for Transfer of Shares in Physical Form

The Securities & Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) forsecurities market transactions & off market/private transactions involving Transfer of Shares in Physical Form of ListedCompanies. Therefore it shall be mandatory for the transferee(s) to furnish a copy of the PAN Card to the Company/Registrar & Share Transfer Agents for Registration of such transfers. Members/Investors are therefore requested tomake note of the same & submit their PAN Card copy to the Company/ Registrar & Share Transfer Agents.

(n) Outstanding GDRs/ADRs/Warrants/Any other Convertible Instruments

The Company does not have any outstanding instruments of the captioned type.

(o) Nomination Facility

It is in the interest of the shareholders to appoint nominee for their investments in the Company. Those members, whoare holding shares in physical mode and have not appointed nominee or want to change the nomination, are requestedto send us nomination form duly filed in and signed by all the joint holders.

(p) Change in Shareholders details

In case you are holding your shares in dematerialised form (e.g. in electronic mode), communication regarding changein address, bank account details, change in nomination, dematerialisation of your share certificates or other inquiriesshould be addressed to your DP where you have opened your Demat Account, quoting your client ID number. In case ofphysical holding of shares, any communication for change of any details should be addressed to our R&T agent of thecompany M/s. Link Intime India Pvt. Ltd., as per address mentioned below.

(q) Registrar and Share Transfer Agent (RTA)

REGISTRARS AND SHARES TRANSFER AGENTS

Link Intime India Pvt. Ltd

MUMBAI OFFICE: AHMEDABAD OFFICE:

C-101, 247 Park, 506-508, Amarnath Business Centre-1 (ABC-1),

L.B.S. Marg, Vikhroli (West), Besides Gala Business Centre,

Mumbai – 400 083 Near XT Xavier’s College Corner,

Tel: +91 22 49186270 Off C G Road, Ellisebridge, Ahmedabad-380009

E-mail id Tel : +91 79 26465179 /86 / 87

[email protected] Email: [email protected]

(g) Address for correspondence :

a) Investor correspondence for transfer / dematerialization of shares, payment of dividend on shares and anyother query relating to the shares of the company.

Link Intime India Pvt. Ltd.

506-508, Amarnath Business Centre-1 (ABC-1),

Besides Gala Business Centre,

Near XT Xavier’s College Corner,

Off C G Road, Ellisebridge, Ahmedabad-380009

Tel : +91 79 26465179 /86 / 87

Email: [email protected]

b) Any query on Payment of Dividend on shares and Annual Report

3rd Floor, Venus Atlantis Corporate Park, Nr. Prahladnagar AUDA Garden, Satellite, Ahmedabad-380 015,Gujarat






Tel No: 079 40501300/40501301

Fax No: Fax: 079 40501310/11

E-mail : [email protected]

(h) Reconciliation of Share Capital Audit Report

The Reconciliation of Share Capital Audit Report of the Company prepared in terms of SEBI Circular No. D&CC/FITTC/CIR-16/2002 dated December 31, 2002, reconciling the total shares held in both the depositories, viz. NSDL and CDSLand in physical form with the total issued/ paid-up capital of the Company were placed before the St akeholdersRelationship Committee and Meeting of Board of Directors every quarter and also submitted to the Stock Exchange(s)every quarter.

CERTIFICATE OF COMPLIANCE WITH THE CODE OF CONDUCTSchedule V(D) of Regulation 34(3) of SEBI (LODR) Regulations, 2015

This is to certify that the Company has laid down the rules for Code of Conduct for the members of the Board and senior management,as per the Regulation 17 of SEBI (LODR) Regulations, 2015.

I hereby further certify that the Company has received affirmation on compliance with rules of Code of Conduct, from the BoardMembers and senior management personnel for the financial year ended on March 31, 2017, as per the requirement of Regulation26(3) of SEBI (LODR) Regulations, 2015.

Place: Ahmedabad For, Jaihind Projects Limited

Date : 18/08/2017

Prakash L. Hinduja


DIN – 01688850




Certificate on Corporate Governance

To,

The Members


We have examined the compliance of condition of corporate governance by Jaihind Projects Limited (‘the Company’) for theyear ended 31st March, 2017 as stipulated in the relevant provisions of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’).

The compliance of condition of corporate governance is the responsibility of the management. Our examination has beenlimited to a review of the procedures and implementation thereof, adopted by the Company for ensuring the compliance withthe conditions of the corporate. It is neither an audit nor an expression of opinion of the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us and based on the representationsmade by the Directors and the Management, we certify that Company has complied with the conditions of corporate governanceas stipulated in the above mentioned Listing Agreement / Listing Regulations, as applicable.

We further state that such compliance is neither an assurance as to the future viability of the Company, nor the efficiency oreffectiveness with which the management has conducted the affairs of the Company.

Place: Ahmedabad N. K. Aswani & CO.

Date : 18/08/2017 CHARTERED ACCOUNTANTS

(CA Narain K Aswani)

Proprietor

Membership No.033278

FRN No. 100738W



Management Discussion & Analysis ReportIndustry Structure and Development:

The country is attempting to shift from consumption- to investment-led growth, at a time when China is undergoing the oppositetransition” in its latest edition of ‘South Asia Economic Focus’. Government Agencies expect the economy to grow at 7.1% in2016-17, slowing from 7.6% in the previous financial year. Consumer spending got a huge shock when Government demonetisedtwo highest denominated currency bills. While the demonetization of Rs.500 and Rs. 1,000 currency bill impacted consumerdemand. Further a few key acts including long awaited GST Act was finally approved paving the way for its implementation in thecurrent financial year. The Goods and Services Tax

(GST) implemented from July 2017 should help make India more of a single market and thus spur productivity, investment,competitiveness, job creation and incomes.

A strong infrastructure sector is vital to the development of a country’s economy. However, since last four years, the Indianeconomy has witnessed particularly an infrastructure sector a severe downturn. Further, a year-on-year basis, the infrastructuresector in India has been affected primarily due to high interest rates, rising inflation, depreciating rupee, sluggish pace oforders and the absence of viable big-ticket projects.

According to the global Competitiveness report 2016, India is ranked 55th in terms of basic infrastructure from a total of 140countries, indicating that supply of transport, ICTs, and energy infrastructure remains largely insufficient and ill-adapted to theneeds of the economy, despite the steady improvement. However, the new Government who took charge in previous financialyear, has rolled out new initiatives, some of these will take some time to make an effective impact.

Reserve Bank of India (RBI) has also introduced infrastructure related schemes by way of 5/25 structure in which Flexiblerefinancing and repayment option are allowed for projects where total exposure of lenders is over Rs.500 cr. This can be a majorboost for the infrastructure sector, as well as for banks financing long gestation projects. In the recent budget, the Governmenthas allocated higher funds towards public sector infrastructure projects.

Your Company continued to perform with stability and maintained its momentum in the highly volatile market. The Companyfocused on cost control measures and product mix enrichment to sustain growth and profitability in the challenging year.

Opportunities and Threats:

In India, the infrastructure sector is instrumental in creating wide sources of employment. Many ancillary industries are dependenton the Infrastructure development industry. Infrastructure growth is necessary for the growth of the overall economy. Both areinter-dependent. Considering the importance of sector, government policies and budgets are accordingly drafted to promoteinfrastructure development.

Company is having more than 50 years of rich experience in the EPC Sector and is one of the major players in the industry. It hassuccessfully completed national as well as international projects with quality. The Company has in its list of clients, major publicand private sector organizations.

Jaihind being one of the major EPC player is expecting numerous opportunities opening up for infrastructure companies such asconstruction of pipelines and others. The company’s specialized strengths and skills in laying of pipelines ensure a healthy orderbook.

Jaihind always strive to reap all the benefits by making use of all opportunities, domestic as well as global, so as to expand thebusiness activities. As a result, we are subject to the general risks of doing business internationally. Further, the nature of theindustry in which your Company operates, is exposed to a variety of risk factors which are broadly categorized into financial,technical, construction, policy and political, market and legal.

Further, infrastructure sector comes with various inherent risks, some of them are identifiable and controllable while others areunexpected and can’t be controlled. Further, considering the size of the Company and its reputation in the market, strong orderbook position is also a challengeable task. To fulfill this requirement and being in the environment of carefulness prevailedduring the year, the Company always strives to improve operational efficiencies. Further, trimmed overheads and optimizedconstruction costs, focused on receivable realization and general severe measures. While this process is sometime painful at thesame time while envisioning the future of Infrastructure industry in coming years, we are hopeful that we will bounce back fromthis downfall.

Financial Performance:

The financial performance of the Company for the year 2016-17 is described in the Directors’ Report under the head FinancialResult.

Outlook:

The Company has a global outlook and focuses on projects in emerging economies. Further, new Government’s initiative,particularly in infrastructure development, may lead for further improvement coming years. Also, in view of the Government’scommitment to reforms, the economic outlook for F.Y. 2016-17 looks positive and a GDP growth of over 8% is expected in F.Y.2016-17 as per the projections of the Government.

Since last few years, there is an inevitable shift of the world economy towards Asia, even as the economies of the developedwestern world struggles to cope with a breakdown of financial systems, steep fall in asset values, corresponding destruction ofwealth and employment prospects etc. Being in this sector since 50 years, we are creative, ambitious and bold. The infrastructure


Management Discussion & Analysis Report (Contd...)industry in India is seeing rapid growth. More EPC proposals from across the nation can be seen, considering the growth of theIndia.

Risk and Concerns:

Needless to mention, with huge money, there comes the involvement of big risks. Construction is a high-risk business. Mitigationof risks is the all en-compassing requirement. Broadly speaking, construction projects face the following type of risks:-

Business Risk

Market Risk

Financial Risk

Legal Risk

Commodity Risk

Political Risk

Exchange Rate Risk

Physical Risk

Internal Control System:

Internal Controls are continuously evaluated by the Auditor & Management. Findings from audits are reviewed by the Managementand by the Audit Committee and corrective actions and controls have been put in place wherever necessary. Scope of work ofAuditors covers review of controls on accounting, statutory and other compliances and operational areas in addition to reviewsrelating to efficiency and economy in operations.

Development in Human Resources/Industrial front:

It has been the tradition of the Company to maintain excellent industrial relations at all levels. This has ensured a very healthylevel of enthusiasm within the employees. This has enabled the Company to maintain its growth despite competition and economicslowdown.

Cautionary Note:

The statements forming part of this Report may contain certain forward looking remarks within the meaning of applicable lawsand regulations. The actual results, performances or achievements of the Company depend on many factors which may causematerial deviation from any future results, performances or achievements.

Significant factors which could make a difference to the Company’s operations include domestic and international economicconditions, changes in Government regulations, tax regime and other statutes.

The Company assumes no responsibility to publicly amend, modify or revise any forward looking statements on the basis of anysubsequent developments, information or events.

For and on behalf of the Board

Date: 18.08.2017



DIN: 01688850


INDEPENDENT AUDITOR'S REPORT

TO THE MEMBERS OF JAIHIND PROJECTS LIMITED

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of Jaihind Projects Limited (“the Company”), which comprise theBalance Sheet as at 31st March 2017, and the Statement of Profit and Loss and the Cash Flow Statement for the year then ended,and a summary of significant accounting policies and other explanatory information.

MANAGEMENT’S RESPONSIBILIT Y FOR THE STANDALONE FINANCIAL STATEMENTS

The Management & Board of Directors of the company are responsible for the matters stated in Section 134(5) of the Companiesact, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financialposition, financial performance and cash flows of the Company in accordance with the accounting principles generally acceptedin India, including the Accounting Standards specified under section 133 of the Act, read with rule 7 of the Companies (Accounts)Rules, 2014. This responsibility includes maintenance of adequate accounting records in accordance with the provisions of theAct for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection andapplication of the appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and thedesign, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuringthe accuracy and completeness of the accounting records, relevant to the preparation and presentation of financial statementsthat give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITORS’ RESPONSIBILIT Y

Our responsibility is to express an opinion on these financial statements based on our audit.

While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards andmatters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India,as specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan andperform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements.The procedures selected depend on auditor’s judgment, including the assessment of the risks of mater ial misstatement of thefinancial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financialcontrol relevant to the Company’s preparation and presentation of the financial statements that give a true and fair view inorder to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion onwhether the Company has in place an adequate internal financial controls system over financial repor ting and the operatingeffectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and thereasonableness of the accounting estimates made by the Company’s management and Board of Directors, as well as evaluatingthe overall presentation of the financial statements.

We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reportsreferred to in the Other Matters, is sufficient and appropriate to provide a basis for our qualified opinion on the financialstatements.

Basis for Qualif ied Opinion

1. Attention is invited to Note no. 35 of the financial statements, regarding bank guarantee invoked by “Arabian PipelineProjects Company” (APPCO) of ` 6,051.04 lacs. The Company has not made any provision in its financial statements inrespect of bank guarantee invoked. The Company has filed the suit before Hon’ble City Civil Court, Ahmedabad againstthe invocation of bank guarantee and the Hon’ble Court have granted stay. The Company has also referred the dispute to“The London Court of International Arbitration” for arbitration. In view of the pending litigation and uncertainty ofoutcome of such pending litigation, we are unable to quantify and comment upon the liability that may devolve on theCompany on account of such invoked bank guarantee. Our audit opinion on the financial statement for the year endedMarch 31, 2017 is qualified in respect of above matter.

2. Attention is invited to Note no. 36 of the financial statements; The Company has made investments in its subsidiaryaggregating to ` 660.0 lacs reported under “Non-Current Investments”. There is erosion of net worth, current year losses,legal cases by lenders and creditors against the said subsidiaries, which may result into the permanent diminution in thevalue of investments. In spite of this, the Company has reported these investments at cost. This constitutes departurefrom Accounting Standard AS-13 “Accounting for Investment” issued by the ICAI, which requires ascert ainment andprovision for diminution, other than temporary, in the carrying amount of investment.

3. Attention is invited to Note no. 40 of the standalone financial statements regarding uncertainties relating to recoverabilityof trade receivable aggregating to ` 37533.16 lacs recognized in the earlier years in respect of project which are suspendedor substantially closed and where the claims are currently under negotiations/arbitration/litigation. Pending the ultimateoutcome of these matters, which is presently unascertainable, no adjustments have been made in the accompanyingstandalone financial statements. Our opinion is qualified in respect of this matter.


INDEPENDENT AUDITOR'S REPORT (Contd...)

OPINION

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effectsof the matter described in the Basis for Qualified Opinion paragraph above, the financial statements give the information requiredby the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally acceptedin India of the state of affairs of Company, as at March 31, 2017, of their Profit & loss and their cash flows for the year ended onthat date.

Emphasis of Matter

Attention is invited to Note no. 42 of the Standalone financial statements, regarding the Company’s ability to meet its financialobligations including loans, overdue loans, unpaid interest, and ability to fund obligations pertaining to operations includingunpaid creditors and investment in ongoing projects for ensuring normal operations. During the year the Company has incurredthe net loss of ` 776.41 lacs. This matter require the Company to raise such additional cash flows to the fund the operations aswell as the investment obligations towards ongoing projects. However the financial statements have been prepared under theassumption, considering the management’s assessment to recover the dues from the customers, divestment of existing assetsand management plan to get requisite funding from various other sources. Based on its assessment management is reasonablyconfident that the Company has the ability to raise the required cash flow, which has not been independently assessed by us.Relying on the above, no adjustments have been made in these financial statements.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India interms of sub-section (11) of section 143 of the Act, based on the comments in the auditor’s report of the company, we givein Annexures a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by the section 143(3) of the Act, to the extent applicable, we further report that;

2.1 We have sought and except for the matters described in the Basis for Qualified Opinion paragraph, obtained all theinformation and explanations which to the best of our knowledge and belief were necessary for the purposes of ouraudit of the aforesaid financial statements;

2.2 Except for the possible effects of the matters described in the Basis for Qualified Opinion paragraph, in our opinion,proper books of account as required by law have been kept by the Company so far as appears from our examination ofthose books;

2.3 The Balance Sheet, the Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreementwith the books of account ;

2.4 Except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph above, in ouropinion, the aforesaid Standalone financial statements comply with the applicable Accounting Standards specifiedunder Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules 2014;

2.5 The matters described in Basis for Qualified Opinion paragraph, paragraph of Emphasis of Matter and paragraph ix tostatement on the matters specified in paragraphs of the Order above, in our opinion, may have adverse effect on thefunctioning of the Company;

2.6 On the basis of written representations received from the directors as on March 31, 2017 and taken on record by theBoard of Directors, none of the directors is disqualified as on March 31, 2017 from being appointed as a director interms of Section 164(2) of the Act.

2.7 The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in theBasis for Qualified Opinion paragraph above; and

2.8 With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies(Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to explanationsgiven to us:

I. The Company has disclosed the impact of pending litigations on its financial position in its financial statements.

II. The Company has made provision, as required under the applicable law or accounting standards, for materialforeseeable losses, if any, and as required on long-term contracts including derivative contracts.

III. There are no amounts which are required to be transferred to the Investor Education and Protection Fund by theCompany.

For N.K.Aswani & Co.

Chartered Accountants

Regn. No. 100738W

Narain K. Aswani

30th May 2017 Proprietor

Ahmedabad M. No. 033278


Annexure -A to Auditors' ReportAnnexure to Independent Auditors’ Report

Jaihind Projects Limited (`The Company’) incorporated in India and to whom the provisions of the Order apply. Our reporting,hereunder, in so far as it relates to the aforesaid Company is based on the reports of audited financial statements.

i. a) The Company wherever applicable has maintained the fixed assets registers however the records maintained bythe Company in respect of its fixed assets are not verified and full particulars of situation of assets, and locationof assets have been certified by management.

b) Physical verification of the fixed assets is done by the management; the same have been certified by management.

ii. a) As explained to us, the management of the Company wherever applicable the Company has conducted physicalverification of inventory.

b) According to information and explanations provided to us, inventories at different sites have been v isuallyquantified and the value estimated by respective site in charge. We are unable to comment on the correctness ofthe procedure of physical verification of inventories followed by the management.

iii. a) The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered inthe register maintained under section 189 of the Companies Act, 2013.

b) The terms of the arrangements do not stipulate any repayment schedule and the loan and Interest is repayableon demand. Accordingly, paragraph 3 (iii) (b) of the Order is not applicable to the Company in respect of repaymentof the principal amount.

c) There were no overdue amounts of more than rupees one lakh in respect of the loans granted to the party coveredin the register maintained under section 189 of the Act.

iv In our opinion and according to the information and explanations given to us, the Company has not givenguarantees for loans taken by others from banks or financial institutions except guarantee given for loan takenby its subsidiary i.e. Jaihind Infratech Projects Private Limited and the terms and conditions is not prima facieprejudicial to the interests of the Company.

v The Company has not accepted any deposits from the public covered under Section 73 to 76 of the Companies Act, 2013.

vi We have broadly reviewed the books of account relating to materials, labour and other items of costs maintainedby the Company pursuant to the Rules made by the Central Government for the maintenance of cost recordsunder section 148 (1) of the Act and we are of the opinion that prima facie the prescribed accounts and recordswherever applicable have been made and maintained. We have, however not made detailed examinations of therecords with a view to determine whether they are accurate or complete.

vii. a) According to information and explanations provided to us and on the basis of examination of records, the Companygenerally regular in deposit of undisputed statutory dues including Provident Fund, Investor Education andProtection Fund, Employees’ State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, ExciseDuty, Cess and any other statutory dues applicable to it. As explained by the management during the year underconsideration all the statutory payments are paid out of escrow account with bank only.

b) According to the information and explanation provided by the management to us, there were no undisputedamount payable in respect of the aforesaid due were outstanding as at 31st March, 2017 for a period of more thansix months from the date they became payable during the year, except the one mentioned below:

Nature of thedues Amount outstanding as on 31.03.2017

TDS ` 68.72 Lakhs

c) According to the information and explanations given to us and the records of the Company the statutory dueswhich have not been deposited on account of any dispute are as under:

(a) Jaihind Projects Ltd:


Annexure -A to Auditors' Report (Contd...)

d) There were no amounts which were required to be transferred to the Investor Education and Protection Fund bythe Company in accordance with the relevant provisions of the Act.

viii The Company had executed a Corporate Debt Restructuring agreement with its principal lenders for its FB andNFB exposures of Rs.705.43 Crores. The package has been implemented by all consortium lenders. The presentstatus of the package, all lenders account slip in Non-Performing Assets. further all consortium lenders havedecided to exit from CDR and same has been approved by CDR EG as communicated to the company on 04.06.2015

ix Based on our audit procedures and according to the information given by the management, the company has notraised any money by way of initial public offer or further public offer (including debt instruments) or taken anyterm loan during the year.

x. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financialstatements and as per the information and explanations given by the management, which we have relied upon,we report that no fraud on or by the Company have been noticed or reported during the year.

xi According to the information and explanations given to us,we report that managerial remuneration has beenpaid in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule Vto the Companies Act.

xii The company is not a Nidhi Company. Therefore clause xii) of the order is not applicable to the company.xiii. According to the information and explanations given to us, all transactions with the related parties are in

compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosedin the Financial Statements etc. as required by the applicable accounting standards.

xiv. The company has not made any preferential allotment or private placement of shares or fully or partly convertibledebentures during the year under review.

xv. The company has not entered into non-cash transactions with directors or persons connected with him.

xvi. The company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

For N. K. Aswani & Co.


Regn. No. 100738W

Narain K. Aswani

30th May, 2017 Proprietor


Name of the statute Nature of the dues Amount in

` Lacs

Period to which it relates Forum where dispute is pending

Finance Act 1994 Service Tax 223.58 June 16, 2005 to Sep 2006

Supreme Court

Finance Act 1994 Service Tax 212.79 Oct 2006 to Sep 2007 CESTAT, Ahmedabad

Finance Act 1994 Service Tax 177.37 Oct 2007 to March 2008 CESTAT, Ahmedabad

Gujarat Commercial Tax Commercial Tax 327.41 Year 2009-10 Deputy Commissioner of Commercial Tax (Appeals), Ahmedabad




Annexure-B Report on Internal Financial Controls over Financial Reporting

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of JAIHIND PROJECTS LTD. as of March 31, 2017 inconjunction with our audit of the financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internalcontrol over financial reporting criteria established by the Company considering the essential components of internal controlstated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of CharteredAccountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence tocompany’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy andcompleteness of the accounting records, and the timely preparation of reliable financial information, as required under theCompanies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on ouraudit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to anaudit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and theGuidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether adequate internal financial controls over financial reporting was established and maintained and if such controlsoperated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls systemover financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weaknessexists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor’s judgment, including the assessment of the risks of mater ial misstatement of thefinancial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on theCompany’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regardingthe reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company’s internal financial control over financial reporting includes those policies andprocedures that

1. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions anddispositions of the assets of the company;

2. provide reasonable assurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles, and that receipts and expenditures of thecompany are being made only in accordance with authorizations of management and directors of the company; and

3. Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or dispositionof the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusionor improper management override of controls, material misstatements due to error or fraud may occur and not be detected.Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to therisk that the internal financial control over financial reporting may become inadequate because of changes in conditions, orthat the degree of compliance with the policies or procedures may deteriorate.


Annexure-B Report on Internal Financial Controls over Financial Reporting (Contd...)

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reportingand such internal financial controls over financial reporting were operating ineffectively as at March 31, 2017, based on theinternal control over financial reporting criteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India.



Regn. No. 100738W

Narain K. Aswani




Balance Sheet as at 31st March, 2017

Notes As at 31.03.2017 As at 31.03.2016

I. EQUITY AND LIABILITIES

(1) Shareholders’ Funds(a) Share Capital 2 975.74 975.74(b) Reserves and Surplus 3 1,074.77 148.96

(2) Non-Current Liabilities(a) Long-term borrowings 4 33,417.53 33,655.16(b) Deferred tax liabilities (Net) 5 - -(c) Long-term provisions 6 14.47 15.94

(3) Current Liabilities(a) Short-term borrowings 7 22,993.64 24,389.11(b) Trade payables 8 1,548.45 3,723.56(c) Other current liabilities 9 1,124.45 2,402.14(d) Short-term provisions - -

Total 61,149.05 65,310.63

II. ASSETS

(1) Non-current assets(a) Fixed assets 10

(i) Tangible assets 11,827.24 13,059.64(ii) Intangible assets - 0.69

(b) Non-current investments 11 812.52 809.87(c) Long term loans and advances 12 2,003.70 2,611.17(d) Other non-current assets 13 - -

(2) Current assets(a) Current investments 14 5.00 5.00(b) Inventories 15 156.77 156.77(c) Trade receivables 16 39,522.61 40,887.09(d) Cash and cash equivalents 17 1,389.80 1,431.14(e) Short-term loans and advances 12 2,668.88 4,165.94(f) Other current assets 13 2,762.53 2,183.33

Total 61,149.05 65,310.63

SIGNIFICANT ACCOUNTING POLICIES 1NOTES TO ACCOUNTS 27-43

As per our report of even date For and on behalf of the Board of Directors

For, N.K.ASWANI & COChartered AccountantsFRN:100738w (Prakash L. Hinduja) (Chetan K. Tolani)

Chairman & Managing Director Whole-Time Director(N.K.ASWANI) DIN : 01688850 DIN : 02529867Proprietor(Membership No.:033278)Place: Ahmedabad Place: AhmedabadDate :30th May 2017 Date:30th May 2017

` Lacs


Statement of Profit and Loss for the year ended 31st March, 2017




` LacsNotes 2016-17 2015-16

INCOMES

Revenue from operations 18 6,104.50 11,978.97

Other income 19 299.65 219.13

Total Revenue 6,404.15 12,198.10

EXPENSES

Cost of materials consumed 20 56.31 216.75

Changes in inventories of finished goods, work-in-progress and Stock-in-Trade

Contracting / Sub Contracting charges 21 4,783.72 12,019.88

Employee benefits expense 22 170.11 313.38

Finance costs 23 463.27 683.61

Depreciation and amortization expense 10 1,223.89 1,370.23

Other expenses 24 483.24 604.71

Total Expenses 7,180.55 15,208.56

Profit before tax (776.41) (3,010.47)

Tax expenses:

- Current tax - -

- MAT Credit Entitlement - -

- Deferred tax - -

- Short Provision for Income Tax - -

Total (776.41) (3,010.47)

Earnings per equity share of face value of `10 each:

Basic (in `) 25 (7.96) (30.85)

Diluted (in `) 25 (7.96) (30.85)

SIGNIFICANT ACCOUNTING POLICIES 1

NOTES TO ACCOUNTS 27-43


Cash Flow Statement for the year ended on 31st March, 2017

2016-17 2015-16A: CASH FLOW FROM OPERATING ACTIVITIES

Net profit before tax and extra ordinary items (776.41) (3,010.47)Adjustments for :(Profit)/Loss from Joint Ventures (Net) (2.64) 1.87Depreciation/ Amortization 1,223.89 1,370.23Interest income (55.13) (70.18)Unrealised Foreign Exchange Gain / Loss (Net) - -Credit Balances Written Off / (Written Back) (85.27)Interest and Financial Charges 463.27 683.60Provision for Diminution in value of Investments - -Bad Debts Written Off - -Adjustments for Capital Reserve: 1,702.21 958.33Loss on Sale of Fixed Assets (Net) 1.74 103.56Loss on Sale of Investments (0.17)Provision for Retirement Benefits (1.47) -Operating Profit before Working Capital Changes 2,555.46 (48.50)Adjustments for :Trade and other receivables 1,364.48 (3,358.33)Other Current Assets (579.20)Inventories - 206.08Loans and Advances (Assets) 1,497.06 640.75Short Term Borrowings (1,395.47)Trade Payables and Other Liabilities (3,459.94) (1,638.66)Cash generated from Operations (17.61) (4,198.66)Direct taxes Paid (Net of Income Tax Refund) - 206.89Cash flow before Extra Ordinary Items (17.61) (3,991.77)Extra ordinary Items - -Net Cash from Operating Activities (17.61) (3,991.77)

B: CASH FLOW FROM INVESTING ACTIVITIESPurchase of Fixed Assets (0.02)Change in Deposits -Interest received 55.13 70.18Proceeds from Sale of Fixed Assets 7.45 128.09Proceeds from Sale of Investments in Subsidiaries 0.43Increase in investments in Joint Venture (1.87)Net Cash Used in Investing Activities 62.58 196.81

C: CASH FLOW FROM FINANCING ACTIVITIESProceeds from Borrowings/ Recover from Advances (Net) 607.47 4,540.61Interest & Financial Charges Paid (463.27) (683.61)Repayment of Borrowings (237.63)Dividend Paid (Including Corporate Dividend Tax)Net Cash flow from Financing Activities (93.43) 3,857.00Net (Decrease)/Increase In Cash And Cash Equivalents (A+B+C) (48.46) 62.04Cash & Cash Equivalents at the beginning of the year 1,431.14 1,369.10Cash & Cash Equivalents at the end of the year 1,382.68 1,431.14

Cash Flow Statement for the year ended on 31st March, 2017(Contd…)Notes :1. Cash Flow statement has been prepared under the Indirect Method as set out in the Accounting Standard 3: "Cash Flow Statement" as per Companies

(Accounting Standards) Rules, 2006.2. Fixed Deposits of `399.22 Lacs (P. Y.: ` 205.86 Lacs) under lien with banks for bank guarantees in respect of contracts and letter of credit facilities.

3 The Previous year's figures have been regrouped / rearranged wherever necessary.4. Components of Cash and cash equivalents:- 2016-17 2015-16

Cash on hand 1.17 4.55With Banks: -- on current accounts 629.52 867.96- on unpaid dividend accounts 7.12 7.12- on deposit accounts 744.87 551.51Total Cash and cash equivalents 1,382.68 1,431.14

` Lacs



Chairman & Managing Director Whole-Time Director(N.K.ASWANI) DIN : 01688850 DIN : 02529867Proprietor(Membership No.:033278)Place: Ahmedabad Place: AhmedabadDate:30th May 2017 Date:30th May 2017


Notes to Financial Statements

1. Signif icant Accounting Policies

1.1 Basis of Preparation of Financial Statements

The financial statements have been prepared under the historical cost convention on accrual basis in accordance withGenerally Accepted Accounting Principles in India (Indian GAAP), including the Accounting Standards notified underthe relevant provisions of the Companies Act, 2013.

1.2 Use of Estimates

The preparation of financial statements in conformity with the generally accepted accounting principles in India (IndianGAAP) requires estimates and assumptions to be made that affect the reported amounts of assets and liabilities on thedate of the financial statements and the reported amounts of revenues and expenses during the reported period. Theestimates and assumptions used in the accompanying financial statements are based upon Management’s evaluationof the relevant facts and circumstances as on the date of the financial statements. Actual results may differ from theestimates used in preparing the accompanying financial statements. Differences between the actual results andestimates are recognized in the period in which the results are known or materialized.

1.3 Fixed Assets:

1.3.1 Tangible Fixed Assets are stated at cost of acquisition or construction less accumulated depreciation. The cost of fixedassets includes non-refundable taxes and levies, freight and other incidental expenses related to acquisition andinstallation of the respective assets. Assets acquired on hire purchase basis are stated at their cash values lessaccumulated depreciation.

1.3.2 Borrowing costs that are directly attributable to the acquisition of qualifying assets are capitalized for the period untilthe asset is ready for its intended use. A qualifying asset is an asset that necessarily takes substantial period of time toget ready for its intended use. Other borrowing costs are recognized as an expense in the period in which they areincurred.

1.3.3 Certain computer software costs are capitalized and recognized as intangible assets in terms of Accounting Standard– 26 Intangible Assets based on materiality, accounting prudence and significant economic benefits expected to flowthere from for a period longer than one year. Capitalized cost includes direct cost of implementation and expensesdirectly attributable to the implementation.

1.3.4 Capital work-in-progress includes the cost of fixed assets that are not ready for intended use at the Balance Sheet dateand advances paid to acquire capital assets before the Balance Sheet date.

1.4 Leases

Operating lease rentals are expenses with reference to lease terms and other considerations. Lease rentals in respectof assets acquired under operating lease are charged to Statement of profit and Loss. There are no f inance leases.

1.5 Impairment of Assets

An asset is treated as impaired when the carrying cost of the same exceeds its recoverable amount. Impairment ischarged to the Profit and Loss Account in the year in which an asset is identified as impaired. The impairment lossrecognized in prior accounting period is reversed if there has been a change in the estimate of the recoverable amount.

1.6 Depreciation and Amortization:

1.6.1 Depreciation on fixed assets is provided on Straight Line Method. Depreciation is provided based on useful life of theassets as prescribed in Schedule II to the Companies Act, 2013

1.6.2 Computer software costs capitalized are amortized using the Straight Line Method over estimated useful life of threeto five years, as estimated at the time of capitalization.

1.7 Investments:

1.7.1 Long Term investments are stated at cost and provision is made to recognize any diminution in value, other than thatof temporary nature.

1.7.2 Current investments are carried at lower of cost and market value. Diminution in value is charged to the profit and lossaccount.

1.8 Inventories:

1.8.1 The stock of construction material, operating supplies, consumable stores and spares at sites are valued at lower ofmoving weighted average cost and net realizable value.

1.8.2 Project Work-in Progress is valued at realizable sale value on percentage completion method in respect of contractswhere the outcome of the contract can be estimated reliably. Where the outcome cannot be estimated reliably, noprofit is being recognized. Expected loss on contracts is assesses periodically and recognized immediately.

1.9 Cash and Cash Equivalents:

Cash and cash equivalents comprise of cash at bank and cash in hand. The company considers all highly liquid investmentsinto cash equivalents.


1.10 Security Deposits/Retention Monies:

Amounts retained by the clients, as per terms of contract, until satisfactory completion of the contract(s) are recognizedin the financial statements as security deposits and retention monies with clients. As per terms of Contract, clientdeducts security deposit at the rate of 10% against each bill raised to them. The security deposit shall be releasedalong with the pre-final bill, which is to be put-up only on mechanical completion, pre-commissioning of pipelinesystem and material reconciliation.

1.11 Revenue Recognition:

1.11.1 Contract Revenue and Expenses

(i) The Company follows percentage completion method for accounting of construction contracts. The revenue under acontract is recognised when the outcome of a construction contracts can be estimated reliably and with reference tothe stage of completion of the contract activity at the end of each accounting period. The stage of completion isdetermined as a proportion of cost incurred-to-date to the total estimated contract cost. Provision is made forforeseeable losses, if any, in respect of incomplete contracts, as estimated by the management.

(ii) Variations in contracts and amount in respect thereof are recognized only when it is probable, that the customer(s)will approve them and amounts can be measured reliably.

(iii) Revenue includes the work that has been executed, claims for cost-overrun due to client caused delay, deviation indesign and change in scope of the work; for which company is at various stages of negotiations/discussions or hasfiled/proposed to file arbitration on a continuing basis.

1.11.2 Hiring service revenue:

Revenue from hiring services is recognised as the related services are performed.

1.11.3 Revenue from Contracts executed under Joint Venture:

In respect of contracts executed by jointly controlled entity, the profit / Loss from the Joint Venture is accounted forwhen determined.

1.11.4 Interest revenues are recognized on a time proportion basis taking into account the amount outstanding and the rateapplicable.

1.12 Foreign Currency Transactions:

1.12.1 Transactions in foreign currency are recorded at exchange rates prevailing on the respective dates of the relevanttransactions. Monetary assets and liabilities denominated in foreign currency are restated at exchange rates prevailingat the Balance Sheet date. The gains or losses resulting from such transactions are adjusted to the Profit and LossAccount.

1.12.2 The exchange difference arising on settlement/restatement of long term foreign currency monetary items arecapitalized as part of the depreciable fixed assets to which the monetary items relates and depreciated over theremaining balance life of such assets and in other cases amortized over the balance period of such long term foreigncurrency monetary items. The unamortized balance is carried in the balance sheet in Foreign Currency TranslationReserve as a separate line item under “Reserve and surplus account”.

1.12.3 Foreign branches/subsidiaries considered as Non Integral foreign operations, Monetary/Non-monetary assets andliabilities are restated at exchange rates prevailing at the Balance Sheet date. Incomes and Expenditure items aretranslated at average exchange rates prevailing during the period. Exchange difference arising are recognized in“Foreign Currency Translation Reserve Account” under Reserves and Surplus.

1.12.4 The Company uses foreign exchange forward contracts to cover its exposure to movements in foreign exchange rates.The use of foreign exchange forward contracts reduces the risk of fluctuations in exchange movements for the Company.The Company does not use the foreign exchange forward contract for trading or speculative purposes. Premium orDiscount arising at the inception of forward contracts against the underlying assets is amortized as expense or incomeover the life of contract.

1.13 Mobilization Advance Received:

Mobilization advances received from clients towards construction contracts, which in terms of the contract are to beadjusted over the period of contract as and when bills are to be raised are classified as “Current liabilities”.

1.14 Employee Benefits:

1.14.1 Defined Contribution Plan:

The Company’s contributions paid / payable for the year to Provident Fund are recognised in the prof it and loss accounts.

1.14.2 Defined benefit Plan:

The Company’s liabilities towards gratuity are determined using the projected unit credit method which considerseach period of service as giving rise to an additional unit of benefit entitlement and measures each unit separately tobuild up the final obligation. Past services are recognized on a straight line basis over the average period until the

Notes to Financial Statements (Contd...)


amended benefits become vested. Actuarial gain and losses are recognised immediately in the profit and loss accountas income or expense. Obligation is measured at the present value of estimated future cash flows using a discountedrate that is determined by reference to market yields at the balance sheet date on Government bonds where the currencyand terms of the Government bonds are consistent with the currency and estimated terms of the defined benefitobligation.

1.15 Borrowing Costs:

Interest and other costs in connection with the borrowing of the funds to the extent related/attributed to theacquisition/construction of qualifying fixed assets are capitalized up to the date when such assets are ready for itsintended use and all other borrowing costs are recognized in the period in which they are incurred.

1.16 Taxation:

1.16.1 Income taxes are accounted for in accordance with Accounting Standard (AS) – 22 “Accounting for taxes on income”.Income tax comprises both current and deferred tax.

1.16.2 Current tax is the amount of tax payable on the taxable income for the year as determined in accordance with theprovisions of the Income Tax Act, 1961.

1.16.3 The tax effect of the timing differences that result between taxable income and accounting income and are capable ofreversal in one or more subsequent periods are recorded as a deferred tax asset or deferred tax liability. They aremeasured using substantially enacted tax rates and tax regulations as of the Balance Sheet date.

1.16.4 The Deferred tax asset is recognised and carried forward only to the extent that there is reasonable certainty that theassets will be realized in future.

1.17 Earnings per Share:

The Company reports basic and diluted Earnings per Share (EPS) in accordance with Accounting Standard 20 on Earningsper Share.

1.18 Provisions, Contingent Liabilities and Contingent Assets:

Provisions involving substantial degree of estimation in measurement are recognised when there is a present obligationas a result of past events and it is probable that there will be an outflow of resources. Contingent liabilities are notrecognised but are disclosed in the notes. Contingent assets are neither recognised nor disclosed in the financialstatements.



Notes to Financial Statements (Contd...)2. SHARE CAPITAL ` Lacs

Particulars As at As at

March 31, 2017 March 31, 2016

Authorized

2,50,00,000 (Previous Year 2,50,00,000) Equity Shares of ` 10 each 2,500.00 2,500.00

2,500.00 2,500.00

Issued, Subscribed & Paid up

97,57,443 (Previous Year 97,57,443) Equity Shares of ` 10 each 975.74 975.74

Total 975.74 975.74

The Company has only one class of shares referred to as equity shares having par value of ` 10/-. Each holder of equity sharesis entitled to one vote per share.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assetsof the company, after distribution of all preferential amounts. However, no such preferential amounts exist currently. Thedistribution will be in proportion to the number of equity shares held by the shareholders.

The details of shareholder holding more than 5% shares is set out as below:

Na m e of S ha re holde rs

No. of S ha re s he ld

% of Holding

No. of S ha re s he ld

% of Holding

Prakash L Hinduja 1,306,249 13.39% 1,306,249 13.39%

Dcom Systems Limited 2,475,997 25.38% 2,625,997 26.91%

Easyaccess Financial Services Limited 504,224 5.17% 583,200 5.98%

Neeta P Hinduja 521,109 5.34% 521,109 5.34%

The re concilia tion of the num be r of s ha re s outs ta nding is s e t out a s be low:

No. La cs ` La cs No. La cs ` La cs

Number of Equity Shares outstanding at the beginning of the year

97.57 975.74 97.57 975.74

Shares issued during the year - - - -

Shares bought back during the year - - - -

Number of Equity Shares outstanding at the end of the year 97.57 975.74 97.57 975.74

As a t Ma rch 31, 2016

As a t Ma rch 31, 2016As a t Ma rch 31, 2017



Notes to Financial Statements (Contd...)3. RESERVES AND SURPLUS ` Lacs



1,350.71 392.38

1,702.21 958.33

3, 052. 92 1, 350. 71

3,363.70 3,363.70

- -

3, 363. 70 3, 363. 70

222.99 222.99

- -

222. 99 222. 99

(1,785.48) (1,855.22)

- 69.74

(1, 78 5. 48 ) (1, 78 5. 48 )

(3,002.96) 7.51

(776.41) (3,010.47)

(3, 779. 36) (3, 002. 96)

- -

- -

- -

(3, 779. 36) (3, 002. 96)

T ota l 1, 074. 77 148 . 96

C los ing B a la nce

Add: Adjustment for translation of Non-Integral Foreign Operations

Corporate Dividend Tax

Amount transferred to General Reserve

Dividend on conversion of Share Warrants

Amount available for Appropriations

Add: Profit ( Loss) for the year

Appropria tions :

Opening Balance

Adjustments relating to Fixed Assets

b. S e curit ie s P re m ium

c. Ge ne ra l Re s e rve

e . S urplus


a . C a pita l Re s e rve s

Opening balance

d. Fore ign C urre ncy T ra ns la tion Re s e rve

Opening Balance

Add: Transferred from Surplus


Opening Balance

Add : Receipts on conversion of Share warrants


Add : Transfer from settlement of loan (Refer note below)


Opening Balance


Appropriations:The Company has outstanding Cash credit balance with State Bank of India amounting Rs.2258.64 Lakhs. The Bank has waivedPrincipal amount of Rs.1702.20 Lakhs . As a result of which, the company has credited the principal portion Rs. 1702.20 Lakhsto Capital Reserve.

4. LONG-TERM BORROWINGS ` Lacs

1) The Company had executed a Corporate Debt Restructuring (CDR) agreement with its principal lenders comprising of IDBIBank, Canara Bank, SBI, Indian Bank, Bank of Baroda and SREI Equipment Finance Pvt. Ltd. The CDR Cell approved thepackage for restructuring of loans worth ` 705.43 Crores which is repayable in 32 quarterly instalments commencing from30th November 2014 to be fully repaid by 31st August 2022 in the manner shown below:

The rates of interest during tenure of loan shall be as under:

Lender-wise breakup is as under:

Bank Amount in ` Crores

IDBI 188.09

Canara Bank 127.13

State Bank of India 97.19

Indian Bank 108.55

Bank of Baroda 135.88

SREI 48.59

Total 705.43

The package has been implemented by all consortium lenders. The present status of the package, All lenders account is slipin Non Performing Assets. further all consortium lenders have decided to exit from CDR and same has been approved by CDREG as communicated to the company on 04.06.2016

Security Details

a) WC / WCTL / FITL are secured by first charge on pari passu basis on current assets, unencumbered mov able assets withconsortium member banks, mortgage of office at Venus Atlantis, Prahladnagar, Ahmedabad, pledge of FDs worth ` 6.23Crores, assignment of LIC policies of Shri P. L. Hinduja and second charge on all assets of solar project ranking pari passu.

b) Term Loans of SBI and SREI are secured by exclusive charge over specific equipments purchase out of loan.

c) Common security for all CDR lenders – Negative lien on agricultural land at Panvel (Kumbhivali) owned by the Company,mortgage of five flats at Sabarmati, pledge of entire promoters’ shareholding, except already pledged, personal guaranteeof Shri P. L. Hinduja, Shri Gaurav Hinduja and Smt. Nita Hinduja, Corporate Guarantee of holding company, DCOM SystemsLtd and Corporate Guarantees of Subsidiaries viz. Jaihind Infratech Projects Pvt. Ltd. and Jaihind Green Energy Ltd.

Year 2014-15 2015-16 2016-17 2017-18 2018-19 2019-20 2020-21 2021-22 2022-23

Proportion of repayment 2% 5% 8% 14% 15% 16% 16% 16% 8%

Year 1 – 3 years 4 – 6 years 7 – 10 years

Proportion of repayment 10.50% 12.00% 13.50%






Te rm Loa ns - Se cure dFrom B a nksRupee Loans 27,156.66 27,157.18 - - Foreign Currency Loans 3,746.65 3,172.85 - 903.24 From Financial Institutions 803.78 817.18 - - Te rm Loa ns - Uns e cure dLoan from Promoters 1,710.43 2,507.96 - -

33, 417. 53 33, 655. 16 - 903. 24 Amount disclosed under the head "Other Current Liabilities" (Note 9)

- - - (903.24)

Tota l 33, 417. 53 33, 655. 16 - -

C urre nt m a turitie s Non C urre nt portion


2) Term loans External Commercial Borrowings (ECBs) for part finance for the Solar photovoltaic Based Power Plant [totaloutstanding - USD 5.973 Million (Previous year: USD 6.875 Million)] are secured against the 5 MW Solar Power Plant. Theloans are repayable, in 18 equal half yearly instalments commencing at the end of 18th month from the date of firstdisbursement. i.e. 21st November 2011. Therefore 9 instalments paid till 31st March 2016. The company has secured all theinstalments from currency risk by taking forward covers. The remaining instalments are auto hedged by expected futureforeign currency inflows matching the loan repayment obligation.

3) Loans from Financial Institutions for purchase of Machineries [total outstanding - ` 803.78 Lacs (Previous year: `817.17Lacs )] are secured against the Machineries purchased out of those loans.These loans are treated as a Non PerformingAssets by Financial Institutions

4) The promoters brought ` 2507.96 Lacs as a promoters' contribution as per term condition of CDR.

5. DEFERRED TAXES ` Lacs

6. LONG TERM PROVISIONS ` Lacs

7. SHORT-TERM BORROWINGS ` Lacs

a. Working Capital loan from banks are part of the CDR package referred to in Note 4 (1)

b. Working Capital loan from banks are primarily secured against hypothecation of current assets and collaterally againstimmovable properties, plant & machineries, Fixed Deposits and also personal guarantees of directors.

c. Foreign currency loans is taken by the Company for the project at Kingdom of Saudi Arabia shared with APPCO which isunder disputes and matter is referred to LCIA. (Refer Note 35 )

d. Loan from directors and shareholders are interest free and repayable on demand.

e. Unsecured Loan from Financial Institution and other carries interest @11% - 14% and repayable on demand.




D e f e rre d Ta x As s e tsOpening Balance 3,519.76 3,519.76 Current year's Carry Forward loss - - D e f e rre d Ta x As s e ts 3, 519. 76 3, 519. 76

D e f e rre d Ta x Lia bilitie sOpening Balance 3,519.76 3,519.76 Difference in Depreciation - - Disallowances under Income Tax Act, 1961 - - D e f e rre d ta x Lia bilit ie s 3, 519. 76 3, 519. 76

D e f e rre d Ta x Lia bilitie s (Ne t) 0. 00 0. 00



P rovis ion f or E m ploye e B e ne f its14.47 15.94

T ota l 14. 47 15. 94 Provision for gratuity (Note 29)



S e cure d:Working C a pita l Loa n f rom Ba nksRupee Loans 18,805.44 19,998.46 Foreign Currency Loans 3,433.87 3,433.87

22, 239. 31 23, 432. 33 Uns e cure d:Loan from directors 5.51 5.51 Loan From Others 748.82 951.27

754. 33 956. 78 T ota l 22, 993. 64 24, 38 9. 11


8. TRADE PAYABLES ` Lacs

9. OTHER CURRENT LIABILITIES ` Lacs

* Other payables include Government Dues, taxes payable and salary deduction payable

10. FIXED ASSETS ` Lacs

11. NON CURRENT INVESTMENTS ` Lacs




Trade payables (See Note 28) 1,548.45 3,723.56 T ota l 1, 548 . 45 3, 723. 56



Current maturities of long term borrowings - 903.24 Unclaimed dividend 7.12 7.12Deposits and retention money 853.72 869.77 *Other payables 263.61 622.01

T ota l 1, 124. 45 2, 402. 14

Sr.No.

As s e t As a t

April 1, 2016 Additions

D e le tions /Adjus tm e nts


As a t April 1, 2016

For the ye a r

D e le tions /Adjus tm e nts

As a t Ma rc h 31, 2017


As a t Ma rc h 31,

2016

a Ta ngible As s e ts :Land 226.17 - - 226.17 - - - - 226.17 226.17 Buildings 2,010.51 - - 2,010.51 184.04 33.56 - 217.60 1,792.91 1,826.47 Plant and Equipments 15,717.05 - 342.32 15,374.73 5,176.99 1,161.77 336.22 6,002.54 9,372.19 10,540.06 Furniture and Fixtures 117.00 - - 117.00 87.92 7.57 - 95.49 21.51 29.08 Vehicles 446.47 - 8.62 437.85 336.89 22.69 5.52 354.06 83.79 109.58 Office equipments (incl. celphone)

174.59 - - 174.59 145.49 (4.63) - 140.86 33.73 29.10

Computers 269.61 - - 269.61 227.22 1.58 - 228.80 40.81 42.39 Construction Vehicles 549.93 - 7.77 542.16 293.14 0.66 7.77 286.03 256.13 256.79

Tota l 19, 511. 33 - 358 . 71 19, 152. 62 6, 451. 69 1 , 223. 20 349. 51 7, 325. 38 11, 8 27. 24 13, 059. 64 -

b Inta ngible As s e ts : - Computer software 97.72 - - 97.72 97.03 0.69 - 97.72 0.00 0.69

Tota l 97. 72 - - 97. 72 97. 03 0. 69 - 97. 72 0 . 00 0. 69 Gra nd Tota l 19, 609. 05 - 358 . 71 19, 250. 34 6, 548 . 72 1 , 223. 8 9 349. 51 7, 423. 10 11, 8 27. 24 13, 060. 33 Pre vious Ye a r 20,085.72 - 476.67 19609.05 5,422.07 1,370.23 243.58 6,548.72 13,060.33 13,060.33

Gros s B loc k (At C os t) D e pre cia tion/Am ortis a tion N e t B lock



Tra de Inve s tm e nts (Va lue d a t C os t unle s s s ta te d othe rwis e )Inve s tm e nt in E quity Ins trume nts of Subs idia rie s (Unquote d)

660.00 660.00

660. 00 660. 00

Inve s tm e nt in Joint Ve nture s (Unquote d) (Note 27)

JPL-KBR Joint Venture 152.52 149.87 152. 52 149. 8 7

Tota l 8 12. 52 8 09. 8 7

Aggregate amount of unquoted investments 812.52 809.87

66,00,000 Nos (Previous Year: 3,00,000) of Equity Shares of ̀ 10/- each fully paid up in Jaihind Infratech Projects Private Limited (Re f e r Note : 36)


12. LOANS AND ADVANCES ` Lacs

13. OTHER ASSETS ` Lacs

14. CURRENT INVESTMENTS ` Lacs

15. INVENTORIES ` Lacs

16. TRADE RECEIVABLES ` Lacs


As a t Ma rc h 31, 2017




Uns e cure d, C ons ide re d goodCapital advances - - - - Security deposits 1,289.64 1,897.11 - - Loans and advances to Subsidiaries - - - - Advances recoverable in cash or kind - - 1,291.59 2,534.90 O the r loa ns a nd a dva nce sPrepaid expenses - - 0.56 31.73 Loans to employees - - 0.18 0.18 MAT Credit Entitlement 714.06 714.06 - - Balances with Government authorities - - 1,376.55 1,599.14

T ota l 2, 003. 70 2, 611. 17 2, 668 . 8 8 4, 165. 94





O the rs (Uns e cure d, C ons ide re d good)

Deposits and Retention money - - 2,562.74 2,018.60

Interest accrued on fixed deposits - - 199.79 164.72

Tota l - - 2, 762. 53 2, 18 3. 33

Non-curre nt C urre nt



Non-tra de Inve s tm e nt (V a lue d a t C os t unle s s s ta te d othe rwis e )Inve s tm e nts in Mutua l Funds (Quote d)AXIS Equity Fund- Dividend Plan (Market Value - ` 6.025 Lacs & in Previous Year - ̀ 5.46 Lacs)

5.00 5.00

50000 units (Previous Year: 50000) of ̀ 10 each fully paid up - - T ota l 5. 00 5. 00



Materials and components 156.77 156.77 Tota l 156. 77 156. 77



20,782.67 20,782.67 18,739.94 20,104.42

T ota l 39, 522. 61 40, 8 8 7. 09

Outstanding for a period exceeding six months from the date they are due for paymentOther receivables

Uns e cure d, cons ide re d good (Re f e r Note : 40)


17. CASH AND CASH EQUIVALENTS ` Lacs

* Includes deposits of ` 399.22 Lacs (P. Y.: ` 205.86 Lacs) under lien with banks for bank guarantees in respect of contracts andletter of credit facilities.

18. REVENUE FROM OPERATIONS ` Lacs

19. OTHER INCOME ` Lacs

20. COST OF MATERIALS CONSUMED ` Lacs

21. CONTRACTING / SUB CONTRACTING CHARGES ` Lacs

22. EMPLOYEE BENEFITS EXPENSE ` Lacs




635.64 866.96 1.00 1.00 7.12 7.12

744.87 551.51

1.18 4.55 - -

Tota l 1, 38 9. 8 0 1, 431. 14 O the rs

Indigenous Current Accounts

C a s h a nd C a s h E quiva le nts

Foreign Branch

Deposits with original maturity*On Unpaid Dividend accounts

Head OfficeC a s h on ha nd

Foreign Bank Current accounts

C he que s , dra f ts on ha nd

B a la nce s with ba nks

2016-17 2015-16

6,101.86 11,977.10 2.64 1.87

T ota l 6, 104. 50 11, 978 . 97

Contract & Sales RevenueShare of Profit / (Loss) from Joint Ventures (Net)

2016-17 2015-16

156.77 362.85 56.31 10.67

213. 08 373. 52 156.77 156.77

Tota l 56. 31 216. 75

Purchases during the year

Less: Closing Stock

Opening Stock

2016-17 2015-16

Interest on Fixed Deposits 55.13 70.18 Balance Written Back 64.01 85.27 Rent Income 108.00 63.00 Interest on Income Tax Refund 66.75 0.17 Miscellaneous Income 5.75 0.50

T ota l 299. 65 219. 13

2016-17 2015-16

4,783.72 12,019.88 T ota l 4, 78 3. 72 12, 019. 8 8

Contracting / Subcontracting Charges

2016-17 2015-16

149.31 291.94 19.45 12.01

1.35 9.43 T ota l 170. 11 313. 38

Contribution to Provident and Other Funds including GratuityStaff Welfare Expenses

Salaries, Wages and Bonus


23. FINANCE COSTS ` Lacs

24. OTHER EXPENSES ` Lacs

Payment to auditor: ` Lacs

25. EARNINGS PER SHARE ` Lacs


2016-17 2015-16

415.93 529.94 0.01 -

47.33 153.67 T ota l 463. 27 68 3. 61

To OthersOther borrowing costs/Finance Charges

To BanksInterest expense

2016-17 2015-16

7.23 17.37 39.37 30.47 13.80 11.46 62.31 86.92

231.76 131.28 Payment to Auditor 2.55 2.20

8.38 29.24 3.07 8.29 3.55 25.79

18.50 76.44 2.01 4.17 1.74 103.56 1.10 - 0.10 0.08 0.05 0.30

23.67 44.85 - 0.41

64.05 31.88 0.00 -

T ota l 48 3. 24 604. 71

Tender Fees

Rate, Duties & Taxes

Insurance charges

Directors' Sitting Fees

Machinery Rent-Hire Charges

Power and FuelLegal ExpensesStationery and Printing Expenses

Donation

Rent

Repairs & Maintenance

Miscellaneous Expenses

Telephone Expenses

Brokerage and Commission

Professional Fees

Site Expenses

Travelling Expenses

Loss on sale of Fixed Assets (Net)

2016-17 2015-16

For Statutory Audit 2.20 2.20 For Other ServicesFor Reimbursement of Expenses - -

T ota l 2. 20 2. 20

2016-17 2015-16

A(776.41) (3,010.47)

97.57 97.57

- -

97.57 97.57

B97.57 97.57

- -

C97.57 97.57

10.00 10.00

A/B (7.96) (30.85)

A/C (7.96) (30.85)

Nominal value per equity share (`)

Dilutive earnings per share (`)

Basic earnings per share (`)

Number of Equity Shares Outstanding at the Beginning of the year

Weighted average number of Equity Shares outstanding during the year for computing dilutive earnings per share

Add: effect of dilutive issue of shares/options

Earnings for the purpose of basic and diluted earnings per share (Net Profit for the year) (`)

Number of Equity Shares at the end of the year

Weighted average number of Equity Shares outstanding during the year for computing basic earnings per share

Number of Equity Shares issued during the year


Notes to Financial Statements (Contd...)26. CONTINGENT LIABILITIES NOT PROVIDED FOR ` Lacs

27. Interests in Joint Ventures

The Group's interests in jointly controlled entities are:

The Company's interest in these Joint Ventures is at cost. The Company's proportionate share in reported as Non-CurrentInvestments (Note-11) and stated the assets, liabilities, income and expenses etc. (each without elimination of the effectof transactions between the Company and the Joint Venture in the said Joint Ventures is given below:

` Lacs

28. Micro, Small and Medium scale business entities:

There are no dues to Micro & Small Enterprises as at March 31, 2017. This information required to be disclosed under theMicro, Small & Medium Enterprises Development Act, 2006 has been determined to the extent such parties have beenidentified on the basis of information available with the Company.

29. Employee Benefits:

The disclosures required under Accounting Standard 15 (Revised) "Employee Benefits" notified under section 133 of theAct, read with rule 7 of the Companies (Accounts) Rules, 2015 are given below:

Defined Contribution Plan

Amount towards Defined Contribution Plan have been recognized under "Contribution to Provident and Other Funds" inNote 22: ` 19.45 Lakhs (Previous Year- ` 12.01 Lakhs) of which gratuity payable is Rs.14.47 lacs (Previous Year-Rs.15.94lacs)

Sl. No.

Name of the Joint Venture

Description of interest Proportion of

ownership interest as at

31st March, 2017

Proportion of ownership interest

as at 31st March, 2016

Country of Residence

1 JPL-KBR Joint Venture

Laying of Sewerage line contract entered with Bangalore Water Supply and Sewerage Board-Bangalore

51% 51% India

Particulars As at 31.03.2017 As at 31.03.2016

Net Fixed Assets - -

Loans & Borrowings - -

Incomes 14.91 35.71

Expenses (including Depreciation &Taxation) 9.72 33.02

Contingent Liabilities - -



Disputed Service Tax demand 613.74 613.74 Disputed Works Contract Tax 1,170.48 1,170.48 Guarantees given by bankers on behalf of the Company 8,287.48 9,942.01 Guarantee given by Company on behalf of subsidiary 3,400.00 3,400.00



30. DISCLOSURE OF TRANSACTIONS BETWEEN THE COMPANY AND RELATED PARTIES AND THE STATUS OF OUTSTANDINGBALANCES AS ON 31st MARCH, 2017

2016-17 2015-16 2016-17 2015-16 2016-17 2015-16 2016-17 2015-16 2016-17 2015-16 2016-17 2015-16

Pa rt 1 :Tra nsa c tion during the ye a r with re la te d pa rtie s

1 Re m une ra tion - - - - - - 22. 00 32. 00 - - 22. 00 32. 00 Mr. Prakash L. Hinduja - - - - - 13.50 24.00 - - 13.50 24.00 Mr. Chetan K. Tolani 8.50 8.00 8.50 8.00

.2 Loa ns T a ke n - - - - - - - 2. 00 - - - 2. 00

Mr. Prakash L. Hinduja - - - - - - 2.00 - - - 2.00

3 Loa ns Re pa id - - 175. 00 - - - - - 12. 45 - 18 7. 45 - DCOM Systems Limited - 175.00 - - - - - - - 175.00 - Mukesh Hinduja 12.45 12.45

4 Re pa ym e nt of Loa n by the Re la te d Pa rty 28 . 55 - - - - - - - - - 28 . 55 -

Jaihind Infratech Projects Pvt. Ltd. 28.55 - - - - - - - - - 28.55 -

5 Adva nc e s f rom Re la te d Pa rty 14. 00 - - - - - - - - - 14. 00 - Jaihind Infratech Projects Pvt. Ltd. 14.00 - - - - - - - - - - -

6 Adva nc e s for E xpe nse s - - - - - - - 4. 53 - - - 4. 53 Mr. P. Tiwari - - - - - 1.32 - - - 1.32 Mr. Chetan K. Tolani - - - - - - 3.21 - - - 3.21

Re la te d Party T ra ns a ctions sum m ary E nte rpris e s whe re control e xists Joint Ve nture s Ke y Ma na ge m e nt

Pe rs onne l

Re la tive s of Ke y Ma na gem e nt

Pe rsonne l

T otal( ` La c s)

Subs idia rie s O the rs

2016-17 2015-16 2016-17 2015-16 2016-17 2015-16 2016-17 2015-16 2016-17 2015-16 2016-17 2015-16

Pa rt 2 : B ala nce a t the e nd of the pe riod

1 Pa ya ble - - 22. 16 - - - - - - - 22. 16 - Tehran Jonoob- Jaihind Consortium - - - - - - - - - Enprocon Enterprise Ltd. 22.16 - - - - - - 22.16 - Jaihind Infratech Projects Pvt. Ltd. - - - - - - - - - - - -

2 Re ce iva ble 300. 74 315.29 - 792. 03 393. 12 1, 334. 43 - - - - 693. 8 6 2, 441. 75 Jaihind Infratech Projects Pvt. Ltd. 300.74 315.29 - - - - - - - - 300.74 315.29 DCOM Systems Limited - - 792.03 - 792.03 JPL Morpol Consortium - - - - 281.96 - - - - - 281.96 JPL KBR Joint Venture - - - - 150.64 809.96 - - - - 150.64 809.96 Tehran Jonoob- Jaihind Consortium - - - - 242.48 242.51 - - - - 242.48 242.51

3 Loa ns T a ke n - - - 2,425. 96 - - - 491.41 - - - 2, 917. 37 Mr. Prakash L. Hinduja - - - - - - 346.41 - - - 346.41 Mr. Gaurav P. Hinduja - - - - - - 145.00 - - - 145.00 DCOM Systems Limited - - 2,425.96 - - - - - - - 2,425.96

4 Adva nc e s for E xpe nse s - - - - - - 12. 54 17. 62 - - 12. 54 17. 62 Mr. P. Tiwari - - - - - - 0.55 - - - 0.55 Mr. Chetan K. Tolani - - - - - - 12.54 17.07 - - 12.54 17.07

5 Re m une ra tion Pa ya ble - - - - - - 71. 95 65. 22 - - 71. 95 65. 22 Mr. Prakash L. Hinduja - - - - - - 67.05 53.94 - - 67.05 53.94 Mr. P. Tiwari - - - - - - - 3.38 - - - 3.38 Mr. Chetan K. Tolani - - - - - - 4.90 7.90 - - 4.90 -

6 Inve stm e nt in Subsidia rie s 660. 00 660.00 - - 150. 65 - - - - - 8 10. 65 660. 00 JPL-KBR Joint Venture - - - - 150.65 - - - - - 150.65 - Jaihind Infratech Projects Pvt. Ltd. 660.00 660.00 - - - - - - - - 660.00 660.00

7 Gua ra nte e s Give n - 3, 400.00 - - - - - - - - - 3, 400. 00 Jaihind Infratech Projects Pvt. Ltd. 3,400.00 - - - - - - - - - 3,400.00

Re la te d Party T ra ns a ctions sum m ary E nte rpris e s whe re control e xists Joint Ve nture s Ke y Ma na ge m e nt

Pe rs onne l

Re la tive s of Ke y Ma na gem e nt

Pe rsonne l

T otal( ` La c s)

Subs idia rie s O the rs


31. Segment Reporting:The company operates in a single business segment i.e. "Laying of Pipes". In the context of Accounting Standard 17, onSegment Reporting specified under section 133 of the Act, read with rule 7 of Companies (Accounts) Rules, 2015, it isconsidered to constitute one single primary segment.

32. Derivative Instruments:The company uses foreign currency forward contracts to hedge its risks associated with foreign currency fluctuations relatingto certain firm commitments and forecasted transactions. The use of foreign currency forward contracts is governed by theCompany's strategy approved by the Board of Directors, which provide principles on the use of such forward contractsconsistent with the Company's Risk Management Policy. The Company does not use forward contracts for speculativepurposes.

I. Outstanding Forward Exchange Contracts entered into by the Company on account of borrowings:

Expenditure on account of premium on forward exchange contracts recognized in the profit and loss account aggregates to` 271.12 Lakhs (Previous year: ` 242.27 Lakhs).

33. Expenses in foreign currency and CIF Value of Imports:33.1 Expenditure in foreign currency ` Lacs

34. The Company is yet to obtain balance confirmations from some of the creditors and; Adjustments, if necessary, will be madeon payment thereof.

35. The Company was awarded project execution work of "Saline Water Conversion Corporation" (SWCC) at Kingdom of SaudiArabia jointly with "Arabian Pipeline Projects Company" (APPCO). As per the terms of the contract the company had providedbank guarantee to "Arabian Pipeline Projects Company" (APPCO) and "Arabian Pipeline Projects Company" (APPCO) providedcollective bank guarantee to "Saline Water Conversion Corporation" (SWCC). Due to delay in project execution and costoverrun, "Arabian Pipeline Projects Company" (APPCO) has invoked BG of ̀ 6051.04 lakhs given by the Company. The Companybelieves that this invocation is in violation of the terms of the agreement entered into with the APPCO, moreover SWCC hasnot invoked BG. The Company has disputed the BG invocation by APPCO before Hon'ble Civil Court, Ahmedabad. The CivilCourt has granted interim stay. The Company has also referred the matter for arbitration before "The London Court ofInternational Arbitration" as provided in the terms of contract. Pending the legal proceedings in the above matter, thecompany has not given effect to the bank guarantee invoked by the APPCO.

36. The Company has made investments in its subsidiaries aggregating to ` 660.00 lakhs reported under "Non-CurrentInvestments". Though there is erosion in the net worth, current year losses, legal cases by lenders and creditors againstthe said subsidiaries, based on the management's internal assessment regarding survival of the said subsidiaries, assessmentregarding recovery of claims and dues from the customers, and legal opinion obtained by the management the diminutionin value is temporary. Hence, the investments are valued at cost.

37. The Company could not repay principal and interest due to NBFCs as per the terms of the sanction since January-2016resulting into account becoming NPA. Hence no provision of interest on loans from NBFCs aggregating to ` 803.78 lakhs ason March 31, 2017 (Previous year ` 817.18 lakhs) has been made.

38. The Company is yet to obtain balance confirmations from some of the debtors and parties to whom advances and depositshave been given. Adjustments, if necessary, will be made on receipt thereof.

39. There were old outstanding liabilities amounting to ` 1272.68 lakhs which were disputed / agitated by the Company forvarious reasons. There were old receivables and dues of ` 1208.67 lakhs which were in disputes. The Company had continuousverbal and written communication / representation and follow up without any success. Finally based on the internalassessment and a legal opinion, the Company has written back the liabilities of ` 1272.68 lakhs and written off receivablesof ` 1208.67 lakhs in the standalone financial statements.

40. Trade receivable of `37533.16 Lakhs(Previous Year- 28429.55 lacs) outstanding as at March 31, 2017 representing variousclaims raised in earlier years, based on the terms and conditions implicit in the contracts and receivables in respect ofclosed/suspended projects. These claims are mainly in respect of cost overrun, RA Bill & Final bill arising due to clientcaused delay, suspension of projects, deviation in design and change in scope of work, for which the Company is at variousstage of negotiation/discussion with clients or under arbitration. The Company has been legally advised that it has goodcase on merit in respect of these matters. Considering the contractual tenability, progress of negotiation/discussion withthe clients, the management is confident of recovery of these receivables.

41. The Company was awarded project execution work of "Saline Water Conversion Corporation" (SWCC) at Kingdom of Saudi


As at No. of Contracts US $ Equivalent (Lakhs) INR Equivalent (Lakhs)

March 31, 2017 9 59.72 3852.26

March 31, 2016 10 68.75 4076.09

Particulars 2016-17 2015-16

Travelling & Other Expenses 0.10 0.86

Interest Expenses 90.50 260.46


Arabia jointly with "Arabian Pipeline Projects Company" (APPCO) There were major dispute with "Arabian Pipeline ProjectsCompany" (APPCO) for execution of the projects, co-ordination of work, delay in execution, cost overrun and deviation indesign and change in scope of work. Bank guarantee of ̀ 6051.04 Lakhs was invoked by the "Arabian Pipeline Projects Company"(APPCO) which is disputed by the Company. The Company has raised Claims of `42292.77 Lakhs on "Arabian Pipeline ProjectsCompany" (APPCO) for client caused delay, deviation in design and change in scope of work, which is disputed by the "ArabianPipeline Projects Company" (APPCO). The "Arabian Pipeline Projects Company" (APPCO) has taken over the control of thesites, assets, liabilities and project work allocated to Jaihind Projects Limited. The Company has referred this matter to "TheLondon Court of International Arbitration" for arbitration. Since the matter is in dispute and company does not have access tothe financial statements and supporting of Joint project with "Arabian Pipeline Projects Company" (APPCO), the assets,liabilities, revenue and expenditure of project at Kingdom of Saudi Arabia are accounted for in the financial statements on thebasis of unaudited financial information for project at Kingdom of Saudi Arabia available with the Company and it is summarizedbelow. Based on the management's internal assessment and legal opinion obtained by the Company, the Company is fairlycertain of realization of assets and dues from client as reported in these financial statements.Details of APPCO-JPL project at Kingdom of Saudi Arabia

42. The Company has incurred Net Loss of ` 776.41 lakhs during the year ended March 31, 2017. The Company has also failed tocomply with the terms of CDR stipulated by CDR agreement dated March 29, 2013. The Company is implementing variouslong-term measures to improve its cash flow and revival of the operations of the Company. The Company is pursuing recoveryof its claims raised against clients through persuasion, arbitration and legal remedy The Company is exploring multipleoptions of financial restructuring and is in discussions with lenders and other institutions to raise finance for revival of itsoperations, negotiating with strategic investors. On positive outcome of efforts in above direction, the Company will beable to make optimum utilization of its resources, renegotiate its contracts and complete the on-going projects to generatefuture cash flows, meet its financial obligations towards lenders and creditors. The Company believes that these measureswill not only generate cash flows for revival but will also result in future orders and consequently sustainable cash flows.The promoters also continue to be committed to providing the required operational and financial support to Company inthe foreseeable future. In view of the foregoing, the Company's financial statements have been prepared on a going concernbasis whereby the realization of assets and discharge of liabilities are expected to occur in the normal course of business.

43. Details of cash during demonitisation:

44. Previous year figures have been regrouped / reclassified wherever necessary to conform to current year's classification.


Particulars SBN’s Other Denomination Notes Total

Closing Cash in hand as on 08-11-2016 0.00 0.00 Rs.7,58,030.00

(+) Permitted receipts 0.00 0.00 Rs. 60,000.00

(-) Permitted Payments 0.00 0.00 Rs. 93,005.00

(-) Amount deposited in banks 0.00 0.00 Rs. 0.00

Closing Cash in hand as on 30-12-2016 0.00 0.00 Rs.7,25,025.00





Net Fixed Assets 432.08 432.08 Current Assets 5047.38 5047.38 Reserve & Surplus 2045.60 2045.60 Current Liabilities - - Loans & Borrowings 3433.87 3433.87 Incomes 7135.49 7135.49 Expenses (including Depreciation &Taxation) 212.39 212.39 Contingent Liabilities 6051.04 6051.04


CONSOLIDATED INDEPENDENT AUDITOR'S REPORT

TO THE MEMBERS OF JAIHIND PROJECTS LIMITED

REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS

We have audited the accompanying consolidated financial statements of Jaihind Projects Limited ( hereinafter referred to as“the Holding Company” or “the Company”), and its subsidiaries and jointly controlled entities (collectively referred to as “theGroup”), which comprise the consolidated Balance Sheet as at 31st March 2017, and the consolidated Statement of Profit andLoss and the consolidated Cash Flow Statement for the year then ended, and a summary of significant accounting policies andother explanatory information (hereinafter referred to as the ‘the consolidated financial statements’).

MANAGEMENT’S RESPONSIBILITY FOR THE CONSOLIDATED FINANCIAL STATEMENTS

The Holding Company’s Board of Directors is responsible for the preparation of these consolidated financial statements in termswith the requirement of the Companies act, 2013 (“the Act”) that give a true and fair view of the consolidated financial position,consolidated financial performance and consolidated cash flows of the Group in accordance with the accounting principlesgenerally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with rule 7 of theCompanies (Accounts) Rules, 2014. The respective Board of Directors of the companies included in the Group, its associates andjointly controlled entity are responsible for maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; selection andapplication of the appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and thedesign, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuringthe accuracy and completeness of the accounting records, relevant to the preparation and presentation of consolidated financialstatements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which havebeen used for the purpose of preparation of the consolidated financial statements by the Directors of the Holding Company, asaforesaid.

AUDITORS’ RESPONSIBILIT Y

Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards andmatters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India,as specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan andperform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from materialmisstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financialstatements. The procedures selected depend on auditor’s judgment, including the assessment of the risks of material misstatementof the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considersinternal financial control relevant to the Holding Company’s preparation and presentation of the consolidated financialstatements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances but notfor the purpose of expressing an opinion on whether the Holding Company has in place an adequate internal financial controlssystem over f inancial reporting and the operating effectiveness of such controls. An audit also includes evaluating theappropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Holding Company’sBoard of Directors, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reportsreferred to in the Other Matters, is sufficient and appropriate to provide a basis for our qualified opinion on the consolidatedfinancial statements.

Basis for Qualif ied Opinion

1. Attention is invited to Note no. 40 of the consolidated financial statements, regarding bank guarantee invoked by “ArabianPipeline Projects Company” (APPCO) of ` 6,051.04 lacs. The Company has not made any provision in its financial statementsin respect of bank guarantee invoked. The Company has filed the suit before Hon’ble City Civil Court, Ahmedabad againstthe invocation of bank guarantee and the Hon’ble Court have granted stay. The Company has also referred the dispute to“The London Court of International Arbitration” for arbitration. In view of the pending litigation and uncertainty ofoutcome of such pending litigation, we are unable to quantify and comment upon the liability that may devolve on theCompany on account of such invoked bank guarantee. Our audit opinion on the financial statement for the year endedMarch 31, 2017 is qualified in respect of above matter.

2. Attention is invited to Note no. 39 of the consolidated financial statements regarding uncertainties relating torecoverability of trade receivable aggregating to ` 37533.16 lacs recognized in the earlier years in respect of projectwhich are suspended or substantially closed and where the claims are currently under negotiations/arbitration/litigation.Pending the ultimate outcome of these matters, which is presently unascertainable, no adjustments have been made inthe accompanying standalone financial statements. Our opinion is qualified in respect of this matter.


CONSOLIDATED INDEPENDENT AUDITOR'S REPORT (Contd...)

OPINION

In our opinion and to the best of our information and according to the explanations given to us, and based on the considerationof the reports of other auditors, on the financial statements of the subsidiaries and joint ventures, except for the possibleeffects of the matter described in the Basis for Qualified Opinion paragraph above, the consolidated financial statements givethe information required by the Act in the manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India of the consolidated state of affairs of the Group, its associates and jointly controlledentity as at March 31, 2017, of their consolidated loss and their consolidated cash flows for the year ended on that date.

Emphasis of Matter

Attention is invited to Note no. 42 of the consolidated financial statements, regarding the Holding Company’s ability to meet itsfinancial obligations including loans, overdue loans, unpaid interest, and ability to fund obligations pertaining to operationsincluding unpaid creditors and investment in ongoing projects for ensuring normal operations. During the year the HoldingCompany has incurred the net loss of ` 776.41 lacs. This matter require the Group to raise such additional cash flows to the fundthe operations as well as the investment obligations towards ongoing projects. However, the financial statements have beenprepared under the assumption, considering the management’s assessment to recover the dues from the customers, divestmentof existing assets and management plan to get requisite funding from various other sources. Based on its assessment managementis reasonably confident that the Group has the ability to raise the required cash flow, which has not been independently assessedby us. Relying on the above, no adjustments have been made in these consolidated financial statements.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India interms of sub-section (11) of section 143 of the Act, based on the comments in the auditor’s report of the Holding company,its subsidiaries and joint controlled entity, to whom Order applies, we give in Annexure a statement on the matters specifiedin paragraphs 3 and 4 of the Order.

2. As required by the section 143(3) of the Act, to the extent applicable, we further report that;

2.1 We have sought and except for the matters described in the Basis for Qualified Opinion paragraph, we/the other auditorswhose reports we have relied upon obtained all the information and explanations which to the best of our knowledgeand belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements;

2.2 Except for the possible effects of the matters described in the Basis for Qualified Opinion paragraph, in our opinion,proper books of account as required by law relating to preparation of the aforesaid consolidated financial statementshave been kept by the Company so far as appears from our examination of those books and the reports of the otherauditors;

2.3 The consolidated Balance Sheet, the consolidated Statement of Profit and Loss, and consolidated Cash Flow Statementdealt with by this Report are in agreement with the books of account maintained for the purpose of preparation of theconsolidated financial statements;

2.4 Except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph above, in ouropinion, the aforesaid consolidated financial statements comply with the applicable Accounting Standards specifiedunder Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules 2014;

2.5 The matters described in Basis for Qualified Opinion paragraph, paragraph of Emphasis of Matter and paragraph ix tostatement on the matters specified in paragraphs 3 and 4 of the Order above, in our opinion, may have adverse effecton the functioning of the Group and jointly controlled entity;

2.6 On the basis of written representations received from the directors of the Holding Company as on March 31, 2017 takenon record by the Board of Directors of the Holding Company and the reports of the auditors who are appointed underSection 139 of the Act, of its subsidiary companies and joint controlled entity, none of the directors of the Group’scompanies and jointly controlled entity is disqualified as on March 31, 2017 from being appointed as a director interms of Section 164(2) of the Act.

2.7 The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in theBasis for Qualified Opinion paragraph above and paragraph vi, to statement on the matters specified in paragraph 3and 4 of the Order above; and

2.8 With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies(Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to explanationsgiven to us:

I. The consolidated financial statements disclose the impact of pending litigations on its consolidated financialposition of the Group and jointly controlled.

II. The Group and jointly controlled entity has made provision, as required under the applicable law or accountingstandards, for material foreseeable losses, if any, and as required on long-term contracts including derivativecontracts.


III. There are no amounts which are required to be transferred to the Investor Education and Protection Fund by theHolding Company, its subsidiaries and jointly controlled entity.

OTHER MATTERS

We did not audit the financial statements of the subsidiaries whose financial statements reflect total assets of ` 173.89 lakhs asat 31st March 2017, total profit of ` 7.09 lakhs for the year ended on that date as considered in the Consolidated FinancialStatements. These financial statements have been audited by other auditors whose reports have been furnished to us and ouropinion in so far as it relates to the amounts included in respect of these subsidiaries is based solely on the reports of the otherauditors.

We also did not audit the financial statements of joint venture, whose financial statements reflect total assets of ` 565.25 lacsas at 31st March 2017, total revenues of ` 14.91 lakhs for the year ended on that date as considered in the Consolidated FinancialStatements. The financial statements of JPL-KBR Joint Venture has been audited by other auditor whose report has been furnishedto us and our opinion in so far as it relates to the amounts included in respect of these joint venture is based solely on the reportof the other auditor.

We report that the Consolidated Financial Statements have been prepared by the Company in accordance with the requirementsof Accounting Standard 21 (Consolidated Financial Statements) and Accounting Standard 27 (Financial Reporting of Interests inJoint Ventures) as notified under section 133 of the Companies Act, 2013, read together with Rule 7 of the Companies (Accounts)Rules 2014.

For N.K.Aswani & Co.


Regn. No. 100738W

Narain K. Aswani

Date: 30th May 2017 Proprietor

Place: Ahmedabad M. No. 033278

CONSOLIDATED INDEPENDENT AUDITOR'S REPORT (Contd...)


Annexure -A Consolidated Independent Auditors' ReportAnnexure to Independent Auditors’ Report

Jaihind Projects Limited ('Holding Company') and its subsidiaries and jointly controlled entity incorporated in India and towhom the provisions of the Order apply (together referred to as "the Covered entities" in this repor t). Refer annexure A belowfor list of Covered entities. Our reporting, hereunder, in so far as it relates to the aforesaid subsidiaries and jointly controlledentity is based on the reports of the other auditors who audited the financial statements of these subsidiaries and jointly controlledentity

i. a) The Holding Company and Covered entities wherever applicable have maintained the fixed assets register howeverthe records maintained by the Holding Company and Covered entities in respect of its fixed assets are not verifiedand full particulars of situation of assets and location of assets have been certified by management.

b) Physical verification of the fixed assets is done by management; the same have been certified by management.

ii. a) As explained to us, the management of the Holding Company and Covered entities wherever applicable hasconducted physical verification of inventory

b) According to information and explanations provided to us, inventories at different sites have been visuallyquantified and the value estimated by respective site in charge. We are unable to comment on the correctness ofthe procedure of physical verification of inventories followed by the management.

iii. a) The Holding Company has not granted any loans, secured or unsecured to companies, firms or other par tiescovered in the register maintained under section 189 of the Companies Act, 2013. Further, on the basis of reportsof other auditors who audited the financial statement of Covered entities have not granted any loans, secured orunsecured to companies, firms or other parties covered in the registered maintained under section 189 of theCompanies Act, 2013.

b) The terms of the arrangements do not stipulate any repayment schedule and the loan and Interest is repayableon demand. Accordingly, paragraph 3 (iii) (b) of the Order is not applicable to the Company in respect of repaymentof the principal amount.

c) There were no overdue amounts of more than rupees one lakh in respect of the loans granted to the party coveredin the register maintained under section 189 of the Act.

iv. In our opinion and according to the information and explanations given to us, The Holding Company has notgiven guarantees for loans taken by others from banks or financial institutions except guarantee given for loantaken by its subsidiary i.e. Jaihind Infratech Projects Private Limited and the terms and conditions is not primafacie prejudicial to the interests of the Company. Further on the basis of reports of other auditor who audited thefinancial statements of subsidiary and jointly controlled entity, Covered entities have not given guarantees forloans taken by others from banks or financial institutions

v. The Holding Company and the Covered entities have not accepted any deposits from the public covered underSection 73 to 76 of the Companies Act, 2013.

vi. We have broadly reviewed the books of account relating to materials, labour and other items of costs maintainedby the Company pursuant to the Rules made by the Central Government for the maintenance of cost reco rdsunder section 148 (1) of the Act and we are of the opinion that prima facie the prescribed accounts and recordswherever applicable have been made and maintained. We have, however not made detailed examinations of therecords with a view to determine whether they are accurate or complete.

vii. a) According to information and explanations provided to us and on the basis of examination of records, the HoldingCompany and covered entities are generally regular in deposit of undisputed statutory dues including ProvidentFund, Investor Education and Protection Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth Tax,Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues applicable to it. As explained by themanagement during the year under consideration all the statutory payments are paid out of escrow account withbank only.

b) According to the information and explanation provided by the management to us, there were no undisputedamount payable in respect of the aforesaid due were outstanding as at 31st March, 2017 for a period of more thansix months from the date they became payable during the year, except the one mentioned below:

Nature of the dues Amount outstanding as on 31.03.2017

TDS (Holding Co.) ` 68.72 Lakhs

TDS (Subsidiary Co.) ` 28.67 Lakhs

c) According to the information and explanations given to us and the records of the Holding Company and theCovered entities, the statutory dues which have not been deposited on account of any dispute are as under:


Annexure -A Consolidated Independent Auditors' Report (Contd...)(a) Jaihind Projects Ltd, Holding Company

d) There were no amounts which were required to be transferred to the Investor Education and Protection Fund bythe Holding Company and the Covered entities in accordance with the relevant provisions of the Act.

viii The Company had executed a Corporate Debt Restructuring agreement with its principal lenders for its FB andNFB exposures of Rs.705.43 Crores. The package has been implemented by all consortium lenders. The presentstatus of the package, all lenders account is slip in Non-Performing Assets. further all consortium lenders havedecided to exit from CDR and same has been approved by CDR EG as communicated to the company on 04.06.2015

ix Based on our audit procedures and according to the information given by the management, the company has notraised any money by way of initial public offer or further public offer (including debt instruments) or taken anyterm loan during the year.

x. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the consolidatedfinancial statements and as per the information and explanations given by the management, which we haverelied upon, we report that no fraud on or by the Holding Company and the Covered entities have been noticed orreported during the year.

xi According to the information and explanations given to us, we report that managerial remuneration has beenpaid in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule Vto the Companies Act.

xii The company is not a Nidhi Company. Therefore clause xii) of the order is not applicable to the company.

xiii. According to the information and explanations given to us,all transactions with the related parties are incompliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosedin the Financial Statements etc. as required by the applicable accounting standards.

xiv. The company has not made any preferential allotment or private placement of shares or fully or partly convertibledebentures during the year under review.

xv. The company has not entered into non-cash transactions with directors or persons connected with him.

xvi. The company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.



Regn. No. 100738W

Narain K. Aswani



Name of the statute Nature of the dues Amount in

` Lacs

Period to which it relates Forum where dispute is pending

Finance Act 1994 Service Tax 223.58 June 16, 2005 to Sep 2006 Supreme Court

Finance Act 1994 Service Tax 212.79 Oct 2006 to Sep 2007 CESTAT, Ahmedabad

Finance Act 1994 Service Tax 177.37 Oct 2007 to March 2008 CESTAT, Ahmedabad


Gujarat Commercial Tax Commercial Tax 416.95 Year 2010-11 Deputy Commissioner of Commercial Tax (Appeals),Ahmedabad

Gujarat Commercial Tax Commercial Tax 426.12 Year 2011-12 Deputy Commissioner of Commercial Tax (Appeals), Ahmedabad.


Annexure-B Report on Internal Financial Controls Over Financial Reporting

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of JAIHIND PROJECTS LTD. as of March 31, 2017 inconjunction with our audit of the financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internal financial controls based on the internalcontrol over financial reporting criteria established by the Company considering the essential components of internal controlstated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of CharteredAccountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence tocompany's policies, the safeguarding of its assets, the prevention and detection of frauds and error s, the accuracy andcompleteness of the accounting records, and the timely preparation of reliable financial information, as required under theCompanies Act, 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on ouraudit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to anaudit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and theGuidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether adequate internal financial controls over financial reporting was established and maintained and if such controlsoperated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls systemover financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weaknessexists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of thefinancial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on theCompany's internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regardingthe reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financial reporting includes those policies andprocedures that

1. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions anddispositions of the assets of the company;

2. provide reasonable assurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles, and that receipts and expenditures of thecompany are being made only in accordance with authorisations of management and directors of the company; and

3. provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or dispositionof the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusionor improper management override of controls, material misstatements due to error or fraud may occur and not be detected.Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to therisk that the internal financial control over financial reporting may become inadequate because of changes in conditions, orthat the degree of compliance with the policies or procedures may deteriorate.


Annexure-B Report on Internal Financial Controls Over Financial Reporting (Contd...)

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reportingand such internal financial controls over financial reporting were operating ineffectively as at March 31, 2017, based on theinternal control over financial reporting criteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India.



Regn. No. 100738W

Narain K. Aswani




Consolidated Balance Sheet as at 31st March, 2017

Notes As at 31.03.2017 As at 31.03.2016

I. EQUITY AND LIABILITIES

(1) Shareholders’ Funds(a) Share Capital 2 975.74 975.74(b) Reserves and Surplus 3 (676.52) (1,617.81)(c) Money received against share warrants -

Minority Interest (33.06) (33.53)

(2) Non-Current Liabilities(a) Long-term borrowings 4 33,417.52 33,655.16(b) Deferred tax liabilities (Net) 18 4.53 4.53(c) Long-term provisions 5 14.47 15.94

(3) Current Liabilities(a) Short-term borrowings 6 23,975.93 25,363.97(b) Trade payables 7 1,557.86 3,629.49(c) Other current liabilities 8 1,186.83 2,553.97(d) Short-term provisions 9 1.83 0.82

Total 60,425.13 64,548.28

II. ASSETS

(1) Non-current assets(a) Fixed assets 10

(i) Tangible assets 11,827.24 13,059.64(ii) Intangible assets - 0.69

(b) Non-current investments - -(c) Long term loans and advances 11 2,003.70 2,611.17(d) Other non-current assets - -

(2) Current assets(a) Current investments 14 5.00 5.00(b) Inventories 15 218.16 218.16(c) Trade receivables 16 39,629.58 40,924.44(d) Cash and cash equivalents 17 1,423.78 1,435.69(e) Short-term loans and advances 12 2,384.82 4,022.93(f) Other current assets 13 2,932.84 2,270.57

Total 60,425.13 64,548.28


` Lacs





Statement of Consolidated Profit and Loss for the year ended 31st March, 2017` Lacs

Notes 2016-17 2015-16

INCOMESRevenue from operations 18 6,106.07 12,010.11Other income 19 312.90 227.31Total Revenue 6,418.97 12,237.42

EXPENSESCost of materials consumed 21 56.31 216.75Changes in inventories of finished goodswork-in-progress and Stock-in-Trade -Contracting / Sub Contracting charges 22 4,787.92 12,052.79Employee benefits expense 23 172.47 313.38Finance costs 24 463.28 683.64Depreciation and amortization expense 10 1,223.89 1,381.30Other expenses 25 485.09 800.03Total Expenses 7,188.97 15,447.89

Profit before exceptional and extraordinary items and tax (III-IV) (770.00) (3,210.47)Exceptional items - -Profit before extraordinary items and tax (V - VI) (770.00) (3,210.47)Extraordinary Items - -Profit before exceptional and extraordinary items & tax (770.00) (3,210.48)Exceptional items - -Profit before extraordinary items and tax (770.00) (3,210.48)Extraordinary items - -Profit before tax (770.00) (3,210.48)

Tax expenses: - Current tax - - - MAT Credit Entitlement - - Deferred tax - 0.82 - Short Provision for Income Tax - -Profit after tax (770.00) (3,211.30)Minority Interest (33.06) (33.53)Profit for the year (736.95) (3,177.77)Earnings per equity share:(1) Basic 26 (7.55) (32.57)(2) Diluted 26 (7.55) (32.57)






Consolidated Cash Flow Statement for the year ended on 31st March, 2017

2016-17 2015-16

A: CASH FLOW FROM OPERATING ACTIVITIESNet profit before tax and extra ordinary items (773.57) (3,210.47)Adjustments for :Depreciation/ Amortization 1,223.89 1,381.30Interest income (55.13) (71.52)Transfer to reserve (2.84) -Credit Balances Written Back (85.27)Interest and Financial Charges 463.28 683.64Bad Debts Written Off -Adjustments for Capital Reserve: 1,702.21 958.33Loss on Sale of Fixed Assets (Net) 1.74 177.70Provision for Retirement Benefits (1.47)Loss on Sale of Investments in Subsidiaries - (0.17)Operating Profit before Working Capital Changes 2,558.11 (166.46)Adjustments for :Trade and other receivables 1,294.86 (3,453.00)Inventories - 205.99Other Current Assets (652.66)Loans and Advances (Assets) 1,644.53 778.24Short Term Borrowings (1,388.06)Trade Payables and Other Liabilities (3,445.89) (1,722.52)Cash generated from Operations 10.89 (4,357.75)Direct taxes Paid (Net of Income Tax Refund) (0.72) 206.89Cash flow before Extra Ordinary Items 10.17 (4,150.86)Extra ordinary Items - -Net Cash from Operating Activities 10.17 (4,150.86)

B: CASH FLOW FROM INVESTING ACTIVITIESPurchase of Fixed Assets (0.02)Change in Capital Work In Progress -Interest received 55.13 71.51Proceeds from Sale of Fixed Assets 7.45 268.88Net Cash Used in Investing Activities 62.58 340.37

C: CASH FLOW FROM FINANCING ACTIVITIESProceeds from Borrowings (Net) 607.47 4,578.41Interest & Financial Charges Paid (463.28) (683.64)Repayment of Borrowings (237.64) -Change in Minority Interest (165.92)Dividend Paid (Including Corporate Dividend Tax) - -Net Cash flow from Financing Activities (93.45) 3,728.85Net (Decrease)/Increase In Cash And Cash Equivalents (A+B+C) (20.70) (81.64)Cash & Cash Equivalents at the beginning of the year 1,435.70 1,517.34Cash & Cash Equivalents at the end of the year 1,415.00 1,435.70

Consolidated Cash Flow Statement for the year ended on 31st March, 2017 (Contd…)Notes :1. Cash Flow statement has been prepared under the Indirect Method as set out in the Accounting Standard 3: "Cash Flow Statement" as per Companies

(Accounting Standards) Rules, 2006.2. Fixed Deposits of ` ? Lacs (P. Y.: ` 205.86 Lacs) under lien with banks for bank guarantees in respect of contracts and letter of credit facilities.3. The Previous year's figures have been regrouped / rearranged wherever necessary.4. Components of Cash and cash equivalents:- 2016-17 2015-16

Cash on hand 1.18 7.76With Banks: -- on current accounts 631.83 869.31- on unpaid dividend accounts 7.12 7.12- on deposit accounts 744.87 551.51Total Cash and cash equivalents 1,415.00 1,435.70

` Lacs



Chairman & Managing Director Whole-Time Director(N.K.ASWANI) DIN : 01688850 DIN : 02529867Proprietor(Membership No.:033278)Place: Ahmedabad Place: AhmedabadDate:30th May 2017 Date:30th May 2017


1. Signif icant Accounting Policies

1.1 Basis of Preparation of Financial Statements

These consolidated financial statements have been prepared to comply with the Generally Accepted AccountingPrinciples in India (Indian GAAP), including the Accounting Standards notified under the relevant provisions of theCompanies Act, 2013

1.1.1 The Subsidiaries (which along with Jaihind Projects Limited, the parent, constitute the Group) considered in thepreparation of these Consolidated Financial Statements are:

1.1.2 Interest in Joint Ventures:

The Group's interest in joint venture is accounted for using proportionate consolidation. The Group's interests injointly controlled entity (incorporated Joint Venture) are:

1.2 Principles of Consolidation

Investment in subsidiaries are accounted in accordance with accounting principles as defined in the AS 21 "Consolidatedfinancial statements", and AS 27 "Financial Reporting of Interests in Joint Ventures", notified under section 133 ofthe Companies Act, 2013, read together with Rule 7 of the Companies (Accounts) Rules 2014. The consolidated financialstatements are prepared on the following basis;

(i) The financial statements of the Company and its subsidiary companies are combined on a line-by-line basisby adding together the book values of like items of assets, liabilities, income and expenses, after fullyeliminating intra-group balances and intra-group transactions in accordance with Accounting standard (AS)21- Consolidated Financial Statements".

(ii) Interest in Joint Ventures has been accounted by using the proportionate consolidation method as perAccounting Standard (AS) 27- "Financial Reporting of Interest in Joint Ventures".

(iii) Minority Interest' share of net profit of consolidated subsidiaries is identified and adjusted against theincome of the group in order to arrive at the net income attributable to shareholders of the Company.

(iv) Minority Interest's share of net assets of consolidated subsidiaries is identified and presented in theconsolidated balance sheet separate from liabilities and the equity of the Company's shareholders.

(v) As far as possible, the consolidated financial statements are prepared using uniform accounting policies forlike transactions and other events in similar circumstances and are presented in the same manner as theCompany's separate financial statements.

1.3 Investment other than in subsidiaries and associates has been accounted as per Accounting Standard (AS) 13 on"Accounting for Investment".

1.4 Other Signif icant Accounting Policies

These are set out under "Significant Accounting Policies" as given in the Standalone Financial Statements of JaihindProjects Limited.

Notes to Consolidated Financial Statements

Name Country of Incorporation

Percentage of ownership interest as at

31st March, 2017

Percentage of ownership interest as at

31st March, 2016

Jaihind Infratech Projects P. Ltd. India 97.06 97.06

Sl. No. Name of the Joint Venture Country of Residence Proportion of ownership interest as at

31st March

2017 2016

1 JPL-KBR Joint Venture India 51% 51%


Notes to Consolidated Financial Statements (Contd...)2. SHARE CAPITAL ` Lacs

Particulars As at As at

March 31, 2017 March 31, 2016

Authorized

2,50,00,000 (Previous Year 2,50,00,000) Equity Shares of ` 10 each 2,500.00 2,500.00

2,500.00 2,500.00

Issued, Subscribed & Paid up

97,57,443 (Previous Year 97,57,443) Equity Shares of ` 10 each 975.74 975.74

Total 975.74 975.74

The Company has only one class of shares referred to as equity shares having par value of ` 10/-. Each holder of equity sharesis entitled to one vote per share.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assetsof the company, after distribution of all preferential amounts. However, no such preferential amounts exist currently. Thedistribution will be in proportion to the number of equity shares held by the shareholders.

The details of shareholder holding more than 5% shares is set out as below:

Na m e of Sha re holde rs As a t Ma rch 31, 2017

No. of Sha re s he ld% of

Holding

Prakash L Hinduja 1,306,249 13.39%

Dcom Systems Limited 2,475,997 25.38%

Easyaccess Financial Services Limited 504,224 5.17%

Neeta P Hinduja 521,109 5.34%

The re concilia tion of the num be r of s ha re s outs ta nding is s e t out a s be low:


No. La cs ` La cs

Number of Equity Shares outstanding at the beginning of the year 97.57 975.74

Shares issued during the year - -

Shares bought back during the year - -

Number of Equity Shares outstanding at the end of the year97.57 975.74


Notes to Consolidated Financial Statements (Contd...)3. RESERVES AND SURPLUS ` Lacs

Appropriations:

The Company has outstanding Cash credit balance with State Bank of India amounting Rs.2258.64 Lakhs. The Bank has waivedPrincipal amount of Rs.1702.20 Lakhs . As a result of which, the company has credited the principal portion Rs. 1702.20 Lakhsto Capital Reserve.

4. LONG-TERM BORROWINGS ` Lacs



a . C a pita l Re s e rve s - - Opening Balance 1,397.16 438.82 Add : Transfer from settlement of loan 1,702.21 958.33 C los ing B a la nce 3, 099. 37 1, 397. 15

b. Se curitie s Pre m ium - - Opening Balance 3,363.70 3,363.70 Add : Receipts on issue of Share warrants - - C los ing B a la nce 3, 363. 70 3, 363. 70

c . Ge ne ra l Re s e rve - - Opening Balance 222.99 222.99 Add: Transferred from Surplus - - C los ing B a la nce 222. 99 222. 99

d. Fore ign C urre ncy Tra ns la t ion Re s e rve - - Opening Balance (1,785.48) (1,739.68)

Add: Exchange fluctuation on non-monetary foreign integral operations - (45.80) Less: Written Back in Current Year - - C los ing B a la nce (1, 78 5. 48 ) (1, 78 5. 48 )

e . Surplus - - Opening balance (4,816.19) (1,610.80) Add: Profit for the year (769.52) (3,205.38) Less: Written Depreciation - -

Amount available for Appropriations (5, 58 5. 71) (4, 8 16. 18 )

Appropria tions : - - Proposed Dividend - - Corporate Dividend Tax - - Amount of Unabsorbed Depreciation (8.61) - C los ing B a la nce (5, 577. 10) (4, 8 16. 18 )

Tota l (676. 52) (1, 617. 8 1)

Non C urre nt portion



Te rm Loa ns - Se cure dFrom B a nksRupee Loans 27,156.66 27,157.18 Foreign Currency Loans 3,746.65 3,172.85 From Financial Institutions 803.78 817.18 Te rm Loa ns - Uns e cure d - Loan from Promoters 1,710.43 2,507.96

Tota l 33, 417. 52 33, 655. 17


1) The Company had executed a Corporate Debt Restructuring (CDR) agreement with its principal lenders comprising ofIDBI Bank, Canara Bank, SBI, Indian Bank, Bank of Baroda and SREI Equipment Finance Pvt. Ltd. The CDR Cell approvedthe package for restructuring of loans worth ` 705.43 Crores which is repayable in 32 quarterly instalments commencingfrom 30/11/2014 to be fully repaid by 31/08/2022 in the manner shown below:

The rates of interest during tenure of loan shall be as under:

The package has been implemented by all consortium lenders. The present status of the package, All lenders account isslip in Non Performing Assets. further all consortium lenders have decided to exit from CDR and same has been approvedby CDR EG as communicated to the company on 04.06.2016

Security Details

a) WC / WCTL / FITL are secured by first charge on pari passu basis on current assets, unencumbered movable assets withconsortium member banks, mortgage of office at Venus Atlantis, Prahladnagar, Ahmedabad, pledge of FDs worth ` 6.23Crores, assignment of LIC policies of Shri P. L. Hinduja and second charge on all assets of solar project ranking paripassu.

b) Term Loans of SBI and SREI are secured by exclusive charge over specific equipments purchase out of loan.

c) Common security for all CDR lenders – Negative lien on agricultural land at Panvel (Kumbhivali) owned by the Company,mortgage of five flats at Sabarmati, pledge of entire promoters’ shareholding, except already pledged, personal guaranteeof Shri P. L. Hinduja, Shri Gaurav Hinduja and Smt. Nita Hinduja, Corporate Guarantee of holding company, DCOM SystemsLtd and Corporate Guarantees of Subsidiaries viz. Jaihind Infratech Projects Pvt. Ltd. and Jaihind Green Energy Ltd.

2) Term loans External Commercial Borrowings (ECBs) for part finance for the Solar photovoltaic Based Power Plant [totaloutstanding - USD 5.973 Million (Previous year: USD 6.875 Million)] are secured against the 5 MW Solar Power Plant. Theloans are repayable, in 18 equal half yearly instalments commencing at the end of 18th month from the date of firstdisbursement. i.e. 21st November 2011. Therefore 9 instalments paid till 31st March 2016. The company has secured allthe instalments from currency risk by taking forward covers. The remaining instalments are auto hedged by expectedfuture foreign currency inflows matching the loan repayment obligation. hedged by expected future foreign currencyinflows matching the loan repayment obligation.

3) Loans from Financial Institutions for purchase of Machineries [total outstanding - ` 803.78 Lacs (Previous year : `817.17 Lacs)] are secured against the Machineries purchased out of those loans. These loans are treated as a NonPerforming Assets by Financial Institutions

4) The promoters brought ` 2507.96 Lacs as a promoters' contribution as per term condition of CDR.

Year 4 – 6 years 7 – 10 years

Proportion of repayment 12.00% 13.50%

Lender-wise breakup is as under:

Ba nk Am ount in ` C rore s

IDBI 188.09

Canara Bank 127.13

State Bank of India 97.19

Indian Bank 108.55

Bank of Baroda 135.88

SREI 48.59

Tota l 705. 43

Notes to Consolidated Financial Statements (Contd...)


8. OTHER CURRENT LIABILITIES ` Lacs

* Other payables include Government Dues, taxes payable and salary deduction payable

9. SHORT TERM PROVISIONS ` Lacs



Provision for Taxation 0.10 0.82 Provision for Salary 1.66 Provision for Audit 0.08

Tota l 1. 8 3 0. 8 2

5. LONG TERM PROVISIONS ` Lacs

6. SHORT-TERM BORROWINGS ` Lacs

a. Working Capital loan from banks are part of the CDR package referred to in Note 4 (1)

b. Working Capital loan from banks are primarily secured against hypothecation of current assets and collaterally againstimmovable properties, plant & machineries, Fixed Deposits and also personal guarantees of directors.

c. Foreign currency loans is taken by the Company for the project at Kingdom of Saudi Arabia shared with APPCO which isunder disputes and matter is referred to LCIA. (Refer Note-35 )

d. Loan from directors and shareholders are interest free and repayable on demand.

e. Unsecured Loan from Financial Institution and other carries interest @11% - 14% and repayable on demand.

7. TRADE PAYABLES ` Lacs




Provis ion f or E m ploye e B e ne f itsProvision for gratuity (Note 30) 14.47 15.94

Tota l 14. 47 15. 94



Se cure d: Working C a pita l Loa n f rom Ba nks - Rupee Loans 19,780.31 20,973.32 Foreign Currency Loans 3,433.87 3,433.87

23, 214. 18 24, 407. 19 Uns e cure d: - Loan from directors 5.51 5.51 Loan From Financial Institutions 756.24 951.27

761. 75 956. 78 Tota l 23, 975. 93 25, 363. 97



Trade payables (See Note 29) 1,557.86 3,629.49 1, 557. 8 6 3, 629. 49



Current maturities of long term borrowings - 903.24 Unclaimed dividend 7.12 7.12 Deposits and retention money 919.82 869.77 *Other payables 259.89 773.84

Tota l 1, 18 6. 8 3 2, 553. 97



Sr.No.

As s e t As a t

April 1, 2016

Additions D e le t ions /

Adjus tm e nts As a t

Ma rch 31, 2017 As a t

April 1, 2016 For the

ye a r D e le tions /

Adjus tm e nts As a t



Ma rch 31, 2016

a Ta ngible As s e ts :Land 226.17 - - 226.17 - - - - 226.17 226.17 Buildings 2,010.51 - - 2,010.51 184.04 33.56 - 217.60 1,792.91 1,826.47

Plant and Equipments 15,717.05 - 342.32 15,374.73 5,176.99 1,161.77 336.22 6,002.54 9,372.19 10,540.06 Furniture and Fixtures 117.00 - - 117.00 87.92 7.57 - 95.49 21.51 29.08 Vehicles 446.47 - 8.62 437.85 336.89 22.69 5.52 354.06 83.79 109.58 Office equipments (incl. celphone)

174.59 - - 174.59 145.49 (4.63) - 140.86 33.73 29.10

Computers 269.61 - - 269.61 227.22 1.58 - 228.80 40.81 42.39 Construction Vehicles 549.93 - 7.77 542.16 293.14 0.66 7.77 286.03 256.13 256.79

Tota l 19, 511. 33 - 358 . 71 19, 152. 62 6, 451. 69 1, 223. 20 349. 51 7 , 325. 38 11, 8 27. 24 13, 059. 64 -

b Inta ngible As s e ts : - Computer software 97.72 - - 97.72 97.03 0.69 - 97.72 0.00 0.69

Tota l 97. 72 - - 97. 72 97. 03 0. 69 - 97. 72 0. 00 0. 69 Gra nd T ota l 19, 609. 05 - 358 . 71 19, 250. 34 6, 548 . 72 1, 223. 8 9 349. 51 7 , 423. 10 11, 8 27. 24 13, 060. 33

Pre vious Ye a r 20,085.72 - 476.67 19609.05 5,422.07 1,370.23 243.58 6,548.72 13,060.33 13,060.33

Gros s B lock (At C os t) D e pre c ia tion/Am ortis a tion Ne t B loc k

C urre nt



Uns e cure d, C ons ide re d goodSecurity deposits 1,289.64 1,897.11 Othe r loa ns a nd a dva nce s - - MAT Credit Entitlement 714.06 714.06

Tota l 2, 003. 70 2, 611. 17

Pa rt icula rsAs a t

Ma rch 31, 2017As a t

Ma rch 31, 2016Uns e cure d, C ons ide re d goodAdvances recoverable in cash or kind 976.85 2,223.22 Othe r loa ns a nd a dva nce s - - Prepaid expenses 0.56 31.73 Loans to employees 0.18 0.18 Balances with Government authorities 1,407.24 1,767.80

Tota l 2, 38 4. 8 2 4, 022. 93

10. FIXED ASSETS ` Lacs

11. LOANS AND ADVANCES ` Lacs

12. LOANS AND ADVANCES-CURRENT ` Lacs

13. OTHER ASSETS ` Lacs

14. CURRENT INVESTMENTS ` Lacs

C urre nt



Othe rs (Uns e cure d, C ons ide re d good) - - Deposits and Retention money 2,720.65 2,105.85 Unabsorbed depreciation c/f (A.Y. 2015-16) 8.87 Others (Fixed Deposit, BG) 3.53 - Interest accrued on fixed deposits 199.79 164.72

Tota l 2, 932. 8 4 2, 270. 57



Non-tra de Inve s tm e nt (Va lue d a t C os t unle s s s ta te d othe rwis e )Inve s tm e nts in Mutua l Funds (Q uote d)AXIS Equity Fund- Dividend Plan (Market Value - ` 6.025 Lacs & in Previous Year - ̀ 5.46 Lacs)

5.00 5.00

50000 units (Previous Year: 50000) of ̀ 10 each fully paid up - - Tota l 5. 00 5. 00


18. DEFERRED TAXES ` Lacs

19. REVENUE FROM OPERATIONS ` Lacs




Materials and components 156.77 156.77 Work in Progress 61.39 61.39

Tota l 218 . 16 218 . 16



Uns e cure d, cons ide re d goodOutstanding for a period exceeding six months from the date they are due for payment 20,782.67 38,331.55 Other receivables 18,846.91 2,592.89

Tota l 39, 629. 58 40, 924. 44



C a s h a nd ca s h e quiva le nts B a la nce s with ba nks

Indigenous Current Accounts 636.59 868.30 Foreign Bank Current accounts 2.37 1.00 On Unpaid Dividend accounts 7.12 7.12 Deposits with original maturity* 776.53 551.51

C a s h on ha nd - Head Office 1.18 7.76

Tota l 1, 423. 78 1, 435. 69



De f e rre d Ta x As s e tsOpening Balance 3,519.76 3,519.76 Current year's Carry Forward loss - -

De f e rre d Ta x As s e ts 3, 519. 76 3, 519. 76

De f e rre d Ta x Lia bilitie sOpening Balance 3,524.29 3,524.29 Difference in Depreciation - - Disallowance u/s Sec 43B - -

De f e rre d ta x Lia bilitie s 3, 524. 29 3, 524. 29

De f e rre d Ta x Lia bilitie s (Ne t) 4. 53 4. 53

15. INVENTORIES ` Lacs

16. TRADE RECEIVABLES ` Lacs

17. CASH AND CASH EQUIVALENTS ` Lacs

* Includes deposits of ` 399.22 Lacs (P. Y.: ` 205.86 Lacs) under lien with banks for bank guarantees in respect of contracts andletter of credit facilities.

2016-17 2015-16Contract & Sales Revenue 6,106.07 12,008.23 Share of profit /loss from joint ventures (net) 0.00 1.88

Tota l 6, 106. 07 12, 010. 11



20. OTHER INCOME ` Lacs

21. COST OF MATERIALS CONSUMED ` Lacs

22. CONTRACTOR/SUB CONTRACTING CHARGES ` Lacs

23. EMPLOYEE BENEFITS EXPENSE ` Lacs

24. FINANCE COSTS ` Lacs

2016-17 2015-16

Interest on Fixed Deposits 56.97 71.51 Balance Written back 64.01 85.27 Rent Income - 63.00 Interest on Income Tax Refund - 0.17 Miscellaneous Income 9.14 7.36

Tota l 130. 12 227. 31

2016-17 2015-16

Opening Stock 156.77 362.85 Purchases during the year 56.31 10.67

213. 07 373. 52 Less: Closing Stock 156.77 156.77

Tota l 56. 31 216. 75

2016-17 2015-16

- -

Contractor/Subcontractor Charges 4,787.92 12,052.79

Tota l 4, 78 7. 92 12, 052. 79

2016-17 2015-16

Salaries, Wages and Bonus 151.67 291.94 Contribution to Provident and Other Funds 19.45 12.01 Staff Welfare Expenses 1.35 9.43

Tota l 172. 48 313. 38

2016-17 2015-16

Interest expenseTo Banks 415.93 529.94 To Others 0.01 -

Other borrowing costs/Finance Charges 47.34 153.70 Tota l 463. 28 68 3. 64


25. OTHER EXPENSES ` Lacs

Payment to auditor: ` Lacs

26. EARNINGS PER SHARE ` Lacs

27. CONTINGENT LIABILITIES NOT PROVIDED FOR ` Lacs


2016-17 2015-16

Rent 7.23 17.37 Travelling Expenses 39.37 30.47 Insurance charges 13.80 11.46 Repairs & Maintenance 62.31 86.92 Professional Fees 231.76 131.28 Payment to Auditor 2.63 2.40 Rate, Duties & Taxes 8.38 29.24 Telephone Expenses 3.07 8.29 Power and Fuel 3.55 25.79 Legal Expenses 18.50 76.44 Stationery and Printing Expenses 2.01 4.17 Loss on sale of Fixed Assets (Net) 1.74 177.70 Income Tax Demand PaidTender Fees 1.10 - Donation 0.10 0.08 Directors' Sitting Fees 0.05 0.30 Miscellaneous Expenses 23.67 165.83 Brokerage and Commission - 0.41 Site Expenses 64.05 31.88 Machinery Rent-Hire Charges 0.00 -

Tota l 48 3. 31 8 00. 03

2016-17 2015-16

For Statutory Audit 2.20 2.20 For Other Services - For Reimbursement of Expenses - -

Tota l 2. 20 2. 20

2016-17 2015-16

Earnings for the purpose of basic and diluted earnings per share (Net Profit for the year) (`)(770.00) (3,177.76)

Number of Equity Shares Outstanding at the Beginning of the year 97.57 97.57

Number of Equity Shares issued during the year - -

Number of Equity Shares at the end of the year 97.57 97.57

Weighted average number of Equity Shares outstanding during the year for computing basic earnings per share

97.57 97.57

Add: effect of dilutive issue of shares/options - -

Weighted average number of Equity Shares outstanding during the year for computing dilutive earnings per share

97.57 97.57

Nominal value per equity share (`) 10.00 10.00

Basic earnings per share (`) (7.89) (32.57)

Dilutive earnings per share (`) (7.89) (32.57)



Disputed Service Tax demand 613.74 613.74 Disputed Works Contract Tax 1,170.48 1,170.48 Guarantees given by bankers on behalf of the Company 8,287.48 9,942.01


28. Interests in Joint Ventures


The Company's interest in these Joint Ventures is at cost. The assets, liabilities, income and expenses etc. (each withoutelimination of the effect of transactions between the Company and the Joint Venture) in the said Joint Ventures is givenbelow:

` Lacs

29. Micro, Small and Medium scale business entities:

There are no dues to Micro & Small Enterprises as at March 31, 2017. This information required to be disclosed under theMicro, Small & Medium Enterprises Development Act, 2006 has been determined to the extent such parties have beenidentified on the basis of information available with the Company.

30. Employee Benefits:

The disclosures required under Accounting Standard 15 (Revised) "Employee Benefits" notified under section 133 of theAct, read with rule 7 of the Companies (Accounts) Rules, 2014 are given below:

Defined Contribution Plan

Amount towards Defined Contribution Plan have been recognized under "Contribution to Provident and Other Funds" inNote 23: `19.45 Lakhs (Previous Year- ̀ 12.01 Lakhs) and outstanding amount in respect of gratuity is Rs. 14.47 lacs (PreviousYear 15.94 lacs)

31. Segment Reporting:

The Company operates in a single business segment i.e. "Laying of Pipes". In the context of Accounting Standard 17, onSegment Reporting specified under section 133 of the Act, read with rule 7 of Companies (Accounts) Rules, 2014, it isconsidered to constitute one single primary segment.

32. Derivative Instruments:

The company uses foreign currency forward contracts to hedge its risks associated with foreign currency fluctuations relatingto certain firm commitments and forecasted transactions. The use of foreign currency forward contracts is governed by theCompany's strategy approved by the Board of Directors, which provide principles on the use of such forward contractsconsistent with the Company's Risk Management Policy. The Company does not use forward contracts for speculativepurposes.

I. Outstanding Forward Exchange Contracts entered into by the Company on account of borrowings:

Expenditure on account of premium on forward exchange contracts recognized in the profit and loss account aggregates to` 271.12 Lakhs (Previous year: ` 242.27 Lakhs).

As at No. of Contracts US $ Equivalent (Lakhs) INR Equivalent (Lakhs)

March 31, 2017 9 59.72 3852.26

March 31, 2016 10 68.75 4076.09


Sl. No.

Name of the Joint Venture

Description of interest Proportion of

ownership interest as at

31st March, 2017

Proportion of ownership interest

as at 31st March, 2016

Country of Residence

1 JPL-KBR Joint Venture

Laying of Sewerage line contract entered with Bangalore Water Supply and Sewerage Board-Bangalore

51% 51% India


Net Fixed Assets - -

Loans & Borrowings - -

Incomes 14.91 35.71


Contingent Liabilities - -


3 3 DISCLOSURE OF TRANSACTIONS BETWEEN THE COMPANY AND RELATED PARTIES AND THE STATUS OF OUTSTANDINGBALANCES AS ON 31st MARCH, 2017



Re la te d Pa rty Tra ns a ctions s umm a ry

2016-17 2015-16 2016-17 2015-16 2016-17 2015-16 2016-17 2015-16

Pa rt 1 :Tra ns a ction during the ye a r with re la te d pa rtie s

1Se rvice s Re nde re d/ Sa le of m a te ria l - 263. 05 - - - - - 263. 05 DCOM Systems Limited - 263.05 - - - - - 263.05

2 Re mune ra tion - - 22. 00 32. 00 - - 22. 00 32. 00 Mr. Prakash L. Hinduja - - 13.50 24.00 - - 13.50 24.00 Mr. Chetan K Tolani - - 8.50 8.00 - - 8.50 8.00

3 Loa ns Re pa id - - 175. 00 - 12. 45 - 18 7. 45 - Mr. Prakash L. Hinduja - - - - - - - - DCOM Systems Limited - - 175.00 - - - 175.00 - Mr Mukesh Hinduja - - - - 12.45 - 12.45 -

4 Adva nce s f or E xpe ns e s - - - 4. 53 - - - 4. 53 Mr. P. Tiwari - - 1.32 - - - 1.32 Mr. Chetan K. Toalni 3.21 - 3.21

E nte rpris e s whe re control e xis ts

Ke y Ma na ge me nt Pe rs onne l

Re la tive s of Ke y Ma na ge me nt

Pe rs onne l

Tota l( ` La cs )

Re la te d Pa rty Tra ns a ctions s um ma ry

2016-17 2015-16 2016-17 2015-16 2016-17 2015-16 2016-17 2015-16

Pa rt 2 :

B a la nce a t the e nd of the pe riod

1 Pa ya ble 22. 16 19. 73 - - - - 22. 16 19. 73 Enprocon Enterprise Ltd. 22.16 19.73 - - - - 22.16 19. 73

2 Re ce iva ble - 792. 03 - - - - - 792. 03 DCOM Systems Limited 792.03 - - - - - 792.03

3 Loa ns Ta ke n - 2, 425. 96 - 491. 41 - - - 2, 917. 37 Mr. Prakash L. Hinduja - - - 346.41 - - - 346.41 Mr. Gaurav P Hinduja - 145.00 - 145.00 DCOM Systems Limited - 2,425.96 - - - - - 2,425.96

4 Adva nce s f or E xpe ns e s - - 12. 54 11. 28 - - 12. 54 11. 28 Mr. P. Tiwari - - - 3.38 - - - 3.38 Mr. Chetan K. Toalni - - 12.54 7.90 - - 7.90

5 Re m une ra tion Pa ya ble - - 71. 95 57. 32 - - 71. 95 57. 32 Mr. Prakash L. Hinduja - - 67.05 53.94 - - 67.05 53.94 Mr. P. Tiwari - - 3.38 - - - 3.38 Mr. Chetan K. Toalni - - 4.90 7.90 - - 4.90 7.90

E nte rpris e s whe re control e xis ts

Ke y Ma na ge me nt Pe rs onne l

Re la tive s of Ke y Ma na ge m e nt

Pe rs onne l

Tota l( ` La cs )


34. The Holding Company and covered entities are yet to obtain balance confirmations from the creditors. Adjustments, ifnecessary, will be made on payment thereof.

35. The Holding Company was awarded project execution work of "Saline Water Conversion Corporation" (SWCC) at Kingdom ofSaudi Arabia jointly with "Arabian Pipeline Projects Company" (APPCO). As per the terms of the contract the Holding Companyhad provided bank guarantee to "Arabian Pipeline Projects Company" (APPCO) and "Arabian Pipeline Projects Company"(APPCO) provided collective bank guarantee to "Saline Water Conversion Corporation" (SWCC). The Hold ing Companysuccessfully executed the project for two and half year. However "Arabian Pipeline Projects Company" (APPCO) was failingto provide the site clearance as per agreed terms in time and as a result the Holding Company was not able to execute itspart of contract. The project was proceeding slowly for no fault of the Holding Company, resulted into cash crunch atKingdom of Saudi Arabia site due to less turnover against the resources deployed without improvising/ making good thedeficiencies and draw back on the part of "Arabian Pipeline Projects Company" (APPCO), the Holding Company was issuednotices by "Arabian Pipeline Projects Company" (APPCO) for various alleged defaults. To resolved the differences anunderstanding was arrived at between the Holding Company and "Arabian Pipeline Projects Company" (APPCO) for executionof balance work by "Arabian Pipeline Projects Company" (APPCO). However "Arabian Pipeline Projects Company" (APPCO)could not execute the project satisfactorily and the progress of the work became very slow. The "Arabian Pipeline ProjectsCompany" (APPCO) instead of improving upon its function at Kingdom of Saudi Arabia site, invoked Bank Guarantee of `6,051.04 lakhs given by the Holding Company against the terms and condition of understanding. The Holding Companybelieves that this invocation is in violation of the terms of the agreement entered into with the "Arabian Pipeline ProjectsCompany" (APPCO), moreover "Saline Water Conversion Corporation" (SWCC) has not invoked Bank Guarantee. The HoldingCompany has disputed the bank guarantee invocation by "Arabian Pipeline Projects Company" (APPCO) before Hon'bleCivil Court, Ahmedabad. The Civil Court has granted stay on payment of bank guarantee till the final disposal of the suit.The Holding Company has also referred the matter for arbitration before "The London Court of International Arbitration"as provided in the terms of contract. Pending the legal proceedings in the above matter, the Holding Company has notgiven effect to the bank guarantee invoked by the "Arabian Pipeline Projects Company" (APPCO).

36. The Holding Company could not repay principal and interest due to NBFCs as per the terms of the sanction since January-2016 resulting into account becoming NPA. Hence no provision of interest on amount borrowed from NBFCs aggregating to`803.78 lakhs as on March 31, 2017 (Previous year ` 817.17 lakhs) has been made.

37. The Holding Company and covered entities are yet to obtain balance confirmations from the debtors, creditors and partiesto whom advances and deposits have been given. Adjustments, if necessary, will be made on receipt thereof.

38. There were old outstanding liabilities amounting to ` 1272.68 lakhs which were disputed / agitated by the Company forvarious reasons. There were old receivables and dues of ` 1208.67 lakhs which were in disputes. The Company had continuousverbal and written communication / representation and follow up without any success. Finally based on the internalassessment and a legal opinion, the Company has written back the liabilities of ` 1272.68 lakhs and written off receivablesof ` 1208.67 lakhs in the standalone financial statements.

39. Trade receivable of `37533.16 Lakhs(Previous year:28429.55 lacs) outstanding as at March 31, 2017 representing variousclaims raised in earlier years, based on the terms and conditions implicit in the contracts and receivables in respect ofclosed/suspended projects. These claims are mainly in respect of cost overrun, RA Bill & Final bill arising due to clientcaused delay, suspension of projects, deviation in design and change in scope of work, for which the Company is at variousstage of negotiation/discussion with clients or under arbitration. The Company has been legally advised that it has goodcase on merit in respect of these matters. Considering the contractual tenability, progress of negotiation/discussion withthe clients, the management is confident of recovery of these receivables.

40. The Holding Company was awarded project execution work of "Saline Water Conversion Corporation" (SWCC) at Kingdom ofSaudi Arabia jointly with "Arabian Pipeline Projects Company" (APPCO) There were major dispute with "Arabian PipelineProjects Company" (APPCO) for execution of the projects, co-ordination of work, delay in execution, cost overrun anddeviation in design and change in scope of work. Bank guarantee of ` 6,051.04 lakhs was invoked by the "Arabian PipelineProjects Company" (APPCO) which is disputed by the Holding Company. The Holding Company has raised Claims of ̀ 42,292.77lakhs on "Arabian Pipeline Projects Company" (APPCO) for client caused delay, deviation in design, change in scope of workand equipment rental which is disputed by the "Arabian Pipeline Projects Company" (APPCO). The "Arabian Pipeline ProjectsCompany" (APPCO) has taken over the control of the sites, assets, liabilities and project work allocated to Jaihind ProjectsLimited. The Company has referred this matter to "The London Court of International Arbitration" for arbitration. Sincethe matter is in dispute and Holding Company does not have access to the financial statements and supporting of Jointproject with "Arabian Pipeline Projects Company" (APPCO), the assets, liabilities, revenue and expenditure of project atKingdom of Saudi Arabia are accounted for in the financial statements on the basis of unaudited financial information forproject at Kingdom of Saudi Arabia available with the Holding Company and it is summarized below. Based on themanagement's internal assessment and legal opinion obtained by the Company, the Holding Company is fairly certain ofrealization of assets and dues from client as reported in these consolidated financial statements.



Details of APPCO-JPL project at Kingdom of Saudi Arabia

41. The subsidiary company i.e. Jaihind Infratech Projects Pvt. Ltd. has earned profit of Rs.7.09 lacs during the year, bank hasinitiated recovery proceedings against Jaihind Infratech Projects Pvt. Ltd. for overdue interest and principal. The Grouphas submitted the claims to the clients for various work done, cost overrun arising due to client caused delays, deviation indesign and change in scope of work, for which group is at various stages of negotiation/discussion with the clients on thecontinuing basis. Considering the contractual tenability, progress of negotiation/discussion with client and based on theinternal assessment and legal opinion, the management of group is confident that it will be able to approve the claims. Themanagement of the group considers that the going concern assumption and the carrying value of net assets of the aforesaidentities as at March 31, 2017 is appropriate and these consolidated financial statements do not include any adjustmentsthat might result from the outcome of this uncertainty. The Holding company has committed to provide necessary financialsupport to these companies as they may require for continuance of their normal business operations.

42. The Holding Company has incurred Net Loss of ` 776.41 lakhs during the year ended March 31, 2017. The Holding Companyhas also failed to comply with the terms of CDR stipulated by CDR agreement dated March 29, 2013. The Holding Company isimplementing various long-term measures to improve its cash flow and revival of the operations of the Holding Company.The Holding Company is pursuing recovery of its claims raised against clients through persuasion, arbitration and legalremedy the Holding Company is exploring multiple options of financial restructuring and is in discussions with lenders andother institutions to raise finance for revival of its operations, negotiating with strategic investors. On positive outcome ofefforts in above direction, the Holding Company will be able to make optimum utilization of its resources, renegotiate itscontracts and complete the on-going projects to generate future cash flows, meet its financial obligations towards lendersand creditors. The Holding Company believes that these measures will not only generate cash flows for revival but will alsoresult in future orders and consequently sustainable cash flows. The promoters also continue to be committed to providingthe required operational and financial support to the Holding Company in the foreseeable future. In view of the foregoing,the consolidated financial statements have been prepared on a going concern basis whereby the realization of assets anddischarge of liabilities are expected to occur in the normal course of business.

43. Previous year figures have been regrouped / reclassified wherever necessary to conform to current year's classification


Particulars

As at March 31,2017 As at March 31,2016

Net Fixed Assets 432.08 432.08

Current Assets 5,047.38 5047.38

Reserve & Surplus 2,045.60 2045.60

Current Liabilities - -

Loans & Borrowings 3,433.87 3,433.87

Incomes 7,135.49 7,135.49


Contingent Liabilities 6,051.04 6,051.04





Form AOC-1

Statement pursuant to f irst proviso to sub-section (3) of Section 129 of the Companies Act, 2013, re ad with rule 5 ofCompanies (Accounts) Rules, 2014 in the prescribed Form AOC-1 relating to Subsidiary and Joint Ventures

A: SUBSIDIARY DETAILS ` in Lacs

B: JOINT VENTURE ` in Lacs

S r. No

Na m e of the E ntity

Sha re C a pita l

Re s e rve &

Surplus

Tota l As se ts

Tota l Lia biliti

e s

Inve s t-m e nts

Turnove rP rof it/(Los s)

be f ore Ta xa tion

Ta x E xpe ns e /(B e ne f it)

Prof it/(Los s) a f te r

Ta xa tion

P ropos e d D ivide nd

% of sha re hold

ing

1

Ja ihind Inf ra te ch

P roje cts P vt. Ltd.

680 -1804.3 182.77 182.77 - - 7.1 - 7.1 - 97.06

N o.

Am ount of

Inve stme nt in

JV

E xte nt of

Holding

1JPL-KB R Joint

ve nture31.03.2017 N/A 152.52 51% - - 2.64

D e s cription of how

the re is s ignif ica nt inf lue nce

Joint control over the

economicactivity of the entity

18.49

Prof it/Los s cons ide re d

in cons olida ti

on

Prof it/Los s not

cons ide re d in

cons olida tion

Ne t-worth Attributa ble to

S ha re holding a s pe r la te s t a udite d B a la nce She e t

Sha re s of JV he ld by the C ompa ny

a t the ye a r e nd Sr. No

N a m e of theAss ocia te /

Joint V e nture s

La te sta udite d

B /S da te

Re a s on why the Joint

ve nture not consolida te d

JAIHIND PROJECTS LIMITED

CIN: L45201GJ1985PLC008338

3rd Floor, Venus Atlantis Corporate Park, Nr. Prahladnagar AUDA Garden, Satellite, Ahmedabad-380 015

ATTENDANCE SLIP

I/We hereby record my/our presence at the 31ST ANNUAL GENERAL MEETING of the Company held at 3rd Floor, Venus AtlantisCorporate Park, Nr. Prahladnagar AUDA Garden, Satellite, Ahmedabad-380 015 on Friday, 29 th September, 2017 at 10.00 a.m.

______________________________________________ _________________________

Full Name of the Shareholder (in block letters) Signature

Folio Number/DP ID No. : ________________________________________________________________________

Client ID : ________________________________________________________________________

No. of Shares Held : ________________________________________________________________________

________________________________________ ____________________________

Full Name of the Proxy (in block letters) Signature

(To be filled if the Proxy attends instead of member(s)

Note : Shareholders attending the meeting in person or by proxy are requested to complete the attendanceslip and hand it over at the entrance of the Meeting Hall. Please carry a copy of the Annual Report.

JAIHIND PROJECTS LIMITED

CIN: L45201GJ1985PLC008338

3rd Floor, Venus Atlantis Corporate Park, Nr. Prahladnagar AUDA Garden, Satellite, Ahmedabad-380 015

PROXY FORM - MGT-11

THIRTY FIRST ANNUAL GENERAL MEETING ON 29TH SEPTEMBER, 2017

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration)Rules, 2014]

Name of the member (s) :_________________________________________________________________________

Registered address :_________________________________________________________________________

E-mail ID :_________________________________________________________________________

Folio No/Client ID* :_________________________________________________________________________

DP ID* :_________________________________________________________________________

I/We, being the member (s) of the Company holding ……………………..…….............… shares, hereby appoint:

1. Name : __________________________________ E-mail ID : __________________________________

Address : __________________________________ Signature : __________________________________

or failing him,

2. Name : __________________________________ E-mail ID : __________________________________


or failing him,

3. Name : __________________________________ E-mail ID : __________________________________


as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Thirty First Annual General Meeting of thecompany, to be held on Friday, 29th Day of September, 2017 at 10.00 A.M. at 3rd Floor, Venus Atlantis Corporate Park, Nr.Prahladnagar AUDA Garden, Satellite, Ahmedabad-380 015 and at any adjournment thereof in respect of such resolutions asare indicated below:

Resolution No. Resolution(s)

ORDINARY BUSINESS

1 Receive, Consider and adopt the Audited Financial Statement of the company for the Financial Year ended31st March, 2017, Director’s Report and Auditor’s Report Thereon.

2 Appoint a Director in place of Shri. Chetan Tolani, who retires by rotation and being eligible, offer himselffor re-appointment.

3 Re-Appointment of M/s. N. K. Aswani & Co, Chartered Accountants, Ahmedabad as statutory auditor ofthe company and to fix their remuneration

Signed this………… day of…………… 2017

Signature of Shareholder___________________

Signature of Proxy holder_____________________

Note:

This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company,not less than 48 hours before the commencement of the Meeting.

• Please complete all details including details of member(s) in above box before submission.

· Ahmedabad NOMINATION & REMUNERATION COMMITTEE REGISTERED OFFICE: Ms. Akhilesh Negi Chairman ... Prahladnagar AUDA Garden, Satellite, Ahmedabad …

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