DIRECTORS' REPORT

TO THE MEMBERS :

Your Directors are pleased to present their 24th Annual Report on the business and operations of your Company for the year ended 31st March, 2015

REVIEW OF OPERATION :

During the year under review the Company has achieved an aggregate profit before depreciation, interest and tax of Rs. 90.77 lacs against Rs. 65.98 lacs in the year previous year 2014-15.

Net Sales increased by.......................................156.27 % to Rs. 6633.83 lacs

PBDIT increased by.............................................37.56 % to Rs. 90.77 lacs

Net Profit increased by......................................29.81 % to Rs.10.07 lacs

PROSPECT IN THE CURRENT YEAR :

The Ready mix concrete business in India is still in its infancy. The gap between the organized and unorganized sector is quite wide. Some of the major cement manufacturers in India viz. ACC, Larsen & Toubro, Madras Cements and Grasim have ventured into Ready Mix Concrete. India today has a very high acceptability of ready mix and as many as around 40 cities currently are using it for several projects. Specifications by municipal corporations, public works and other Govt. bodies will play a big role in growth in the segment. BMC in Mumbai has already taken this up in the city for few years now and have specifications mentioned clearly in their tenders.

RMC is one of the ways for faster, efficient and quality construction systems. RMC is pretty much in demand in all the major cities of India for housing as well as infrastructure development sector. Further Government and Semi-Government Departments are also keen to use RMC for their up-coming Projects to reach the highest target level with lowest investment of time and money. During the year the Company received orders from big houses like L& T Construction, BIL Infratech Ltd, Srijan Projects, etc for supply of RMC.

DIVIDEND :

The Board believes that it will be prudent for the company to conserve resources in view of future expansion programs in line for the coming year, which will enhance the profitability to a great extent. Hence, your directors are not recommending any dividend for the Financial Year 2014-15.

INSURANCE :

The Assets of the Company including building, plant & machinery, etc are adequately insured for all its units.

INDEPENDENT DIRECTORS :

The Board considered the appointment of woman director in the board as mentioned in terms of section 149(1) and schedule IV to the Companies Act 2013 and clause 49 of the listing agreement and presently Shri. S.M Gunecha, Shri Nilesh Chopra , & Smt Rekha Ckraborty are the Independent Directors of the Company.

BOARD EVALUATION :

The Board considered the independence of each of the above mentioned Directors in terms of section 149 and schedule IV to the Companies Act 2013 and clause 49 of the listing agreement and was of the view that the directors fulfill the criteria of independence as mentioned in the above provisions . A structure of questionnaire was prepared after taking into consideration various aspects of Board's functioning .The performance evaluation of Independent Directors was carried out by the Independent directors and the Board of Directors expressed their satisfaction with the evaluation process.

STATUTORY AUDITORS :

The Statutory Auditors of the Company M/s. Sarkar Gurumurthy & Associates, Chartered Accountants, were appointed for period of 5 years till 31st March'2019 and their appointed is ratified in the ensuing Annual General Meeting.

AUDITOR'S REPORT :

The Board has duly examined the Statutory Auditors' Report to the accounts and clarifications, wherever necessary, have been included in the Notes to the Accounts section of the Annual Report.

FIXED DEPOSITS :

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013, and the rules made there under.

SHARE CAPITAL :

During the year 2014-15 there was no further issue of share capital.

MANAGEMENT DISCUSSION AND ANALISIS REPORT :

A detailed discussion of the industry structure as well as on the financial and operational performance is contained in the ' Management Discussion and Analysis Report'( Annexure - 1)

CORPORATE GOVERNANCE :

Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance report together with the certification from the company's auditors confirming the compliance of conditions on Corporate Governance is given in (Annexure-2).

Section 134(3)of the Companies Act ,2013 requires the Board report to include several additional contents and disclosures compared to the earlier Law. Most of them have accordingly been made in the Corporate Governance report at the appropriate places that forms an integral part of this report.

EXTRACT OF ANNUAL RETURN :

The details forming part of the extract of the Annual Return in Form MGT- 9 is given in (Annexure- 3).

PARTICULARS OF EMPLOYEES :

In terms of the provisions of section 197(12) of the Companies Act '2013 read with rule 5(1) to 5(3) of the Companies ( Appointment and Remuneration of Managerial Personnel) Rules,2014, the names and other particulars of the employees drawing remuneration in excess of the limits set out in the Rules are provided in the Annual Report. However , as per first proviso to section 136(1) of the said Act the Annual report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company at the registered office of the Company . None of the employees asset out in the said Annexure is related to any Director of the Company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

A. CONSERVATION OF ENERGY

(a). Energy conversation measures taken: During the year external experts conducted an energy audit and the recommendations have been implemented.

(b). Additional investments and proposals, if any , being implemented for reduction of consumption of energy: No additional investments for reduction in energy consumption have been made or are proposed to be made presently.

(c). Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods: the company has achieved marginal savings during 2014-15 due to the measures at (a) above.

B. RESEARCH & DEVELOPMENT (R&D)

No R & D activities have been carried out by the company during the year.

C. TECHNOLOGY ABSORPTION

The Company always keeps a check on global innovation and techniques to avail the latest technology trends and practices. The Company has not imported any technology or process in the financial year.

D. FOREIGN EXCHANGE EARNINGS & OUTGO

The Company had no Foreign Exchange earnings and Outgo during the year under review.

SUBSIDIARY COMPANIES ANF CONSOLIDATED FINANCIAL STATEMENTS :

In accordance with the Companies Act ,2013 the audited accounts and other particulars of Jainco Finance & Investment Limited shall be available for inspection at the registered office of the Company .The Consolidated Financial Statements as stipulated by Clause 32 of the Listing Agreement with the Stock Exchange have been prepared by the Company in accordance with the requirements of Accounting Standard 21 " Consolidated Financial Statements" issued by The Institute of Chartered Accountants of India. The audited Consolidated Statements together with Auditors' Report thereon form part of the Annual Report.

SOCIAL COMMITMENT :

Our driving objective is to improve living and working condition of our workforce, their dependents and society as well. There has been a constant endeavor to interact with the workers on a day to day basis and promptly resolve the issues that surface up.

ENVIRONMENTAL EFFORTS :

Company has obtained all the required certificates and License from Environment Control Regulators to check Safe and Environment friendly Operations. The Company is quite alert in providing clean environment on a continuous basis.

SAFETY :

The Company has adequate system for Industrial Safety. In the said year the company has strengthen its fire safety equipment at it units. The year under review continued to be NIL accident year.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that—

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

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 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 accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

(e) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS :

The Company did not give any Loan or Guarantee or provided any security or make investment covered under Section 186 of the Companies Act 2013 during the year.

VOLUNTARY DELISTING OF EQUITY SHARES :

The Company has applied for delisting of shares from Ahmedabad Stock Exchange Ltd. (ASE) and Jaipur Stock Exchange Ltd. (JSE), which is under process.

ACKNOWLEDGEMENTS :

The Board records its sincere appreciation for the valuable support extended by the Company's Bankers, Financial Institutions and the Government Agencies. The Board also wishes to thank all its suppliers / customers / distributors / dealers and all those associated with the Company. The Board further conveys cordial thanks to all the employees for their sincere works and takes this opportunity to thank Shareholders for their continued confidence reposed in the Management of the Company.

For and on behalf of the Board

For JAINCO PROJECTS (INDIA) LIMITED

S. BHANSALI

Director (DIN: 00361918)

Place: Kolkata

Dated: 30th May '2015