Jaihind Projects Ltd Directors Report.

To

The Members,

Jaihind Projects Limited,

The Directors and the Resolution Professional present the 33rd Annual Report and the Financial Statements of the Company for the year ended 31st March, 2019.

1. INITIATIONOF CORPORATEINSOLVENCY RESOLUTION PROCESS (CIRP):

Jaihind Projects Limited is under Corporate Insolvency Resolution Process (CIRP) of the Insolvency and Bankruptcy Code 2016 (IBC) in terms of Order passed by the Hon’ble National Company Law Tribunal (NCLT), AhmedabadBench with effect from 2nd November, 2018. Mr. Premnarayan Tripathiwasappointed as Interim Resolution Professional by NCLT vide its Order dated 2nd November, 2018. Its affairs, business and assets are being managed by the Resolution Professional Mr. Parthiv Parikh who was appointed vide order dated January 23, 2019byHonble NCLT, Ahmedabad Bench in place of Interim Resolution Professional.

UnderSection 17 of the of the Insolvency & Bankruptcy Code;

a. the management of the affairs of the company shall vest in the Resolution Professional.

b. the powers of the Board of Directors shall stand suspended and be exercised by the Resolution Professional.

c. the officers and managers of the companyif anyshall report to the resolution professional and provide access to such documents and records of the company as may be required by the Resolution Professional.

d. the financial institutions maintaining accountsof the company shall act on the instructions of the Resolution Professional in relating to such accounts furnish all information relating to the company available with them to the Resolution Professional.

The Committee of Creditors vide e-voting completed on 13th September, 2019 approved the Resolution Plan submitted by Resolution Applicant M/s Parixit Irrigation Ltd and the same has been submitted to NCLT, Ahmedabad for its approval.

2. FINANCIAL RESULTS:

(Rs. in lakhs)
Particulars 2018-19 2017-18
Total Income(including other income) 2962.72 4467.07
Total Expenditure (Excluding Finance Cost & Depreciation) 9111.34 33014.58
Profit / (Loss) before Interest and Depreciation -6148.62 -28547.52
Less: Interest 2.48 191.57
Less: Depreciation 721.15 1205.93
Profit/(Loss) after Interest and Depreciation but Before Tax -6872.25 -29945.01
Less: Provision For Taxation -159.00 0.00
Profit/(Loss) After Tax -7031.25 -29945.01

In view of the loss for the periodand the company is underCorporate Insolvency Resolution Process (CIRP), no Dividend has been recommended.

4. RESERVESAND SURPLUS:

Due to loss incurred during the year under review, there were no transfer of any amount to Reserves for the financial year ended on 31stMarch, 2019.

5. PUBLIC DEPOSITS:

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

6. SHARECAPITAL:

During the year under review, there has been no change in the Capital Structure of the Company.

7. SUBSIDIARY, ASSOCIATES AND JOINTVENTURE COMPANIES:

The Company does not have any subsidiary Company. However, DCOM Systems Limited is an Associate Company of Jaihind Projects Limited.

8. ANNUALRETURN

The extract of Annual Return pursuant to the provision of section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 for the financial year2018-19in Form MGT-9 is annexed hereto and form part of this report asAnnexure B.

9. INFORMATION ON CORPORATE INSOLVENCY RESOLUTION PROCESS

The Companyis under Corporate Insolvency Resolution Process (CIRP) of the Insolvency and Bankruptcy Code 2016 (IBC) in terms of Order passed by the Hon’ble National Company Law Tribunal (NCLT), Ahmedabad Bench with effect from 2ndNovember, 2018

M/s. SKE Projects Private Limited one of theOperational Creditor had filed an application with Honble NCLT Ahmedabad for initiation of Corporate Insolvency resolution process against the Company u/s. 9 of the Insolvencyand Bankruptcy Code, 2016.

The Honble NCLT Ahmedabad after hearing the application vide its order dated 02-11-2018 admitted the application of thesaid operationalcreditor for initiation of Corporate Insolvency resolution process(CIRP)and has appointed Mr. Premnarayan Ramanand Tripathi (Reg. No.IBBI/IPA-002/IP-N00554/2017-2018/11693) as Interim Resolution Professional (IRP).

Vide order dated January 23, 2019, the Honble NCLT, Ahmedabad Bench has appointedMr. Parthiv Parikh as the Resolution Professional[RP]in place of Interim Resolution Professional.

The Hon’ble National Company Law Tribunal (NCLT), Ahmedabad Bench granted an extension of the period of Corporate Insolvency Resolution Process (CIRP) of the Company upto 330 days in terms of Section 12(2) of the Insolvency and BankruptcyCode, 2016. Accordingly, the CIRP continuedtill 27th September, 2019. The RP invited Reslution plans for revival of the Company from the prospective Resolution Applicants.The Committee of Creditors vide e-voting completed on 13th September, 2019 approved the Resolution Plan submitted by Resolution Applicant M/s Parixit Irrigation Ltd and the same has been submitted to NCLT, Ahmedabad for its approval.

Further, M/s. Pipara and Co. LLP, Chartered Accountanthadbeen appointed as Forensic Auditor in 2nd CoC Meeting held on 21stJanuary 2019.

10. LISTINGOF SECURITIES

The Shares of the Company are listed on the Bombay Stock Exchange Limited(BSE)andNational Stock Exchange of India Limited(NSE).

Due to financial crunches, the CompanycouldnotpayAnnual Listing Feesfor the year 2018-19 and 2019-20 to both the Stock Exchanges.

The Shares of the Company were placed in Z category by BSE LimitedandNational Stock Exchange of India Limited.

11. DIRECTORS RESPONSIBILITY STATEMENT

In accordance withthe provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement 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 priority of the Company was to restore its compliance by filing financial result and also to bring timely visibility of the Company’s performance to enable actions to be taken to address the underline operational issues. Consequently, there was limited time to address internal controls and financial reporting deficiencies. Even so, substantial improvement has been realized and improvements are going.

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.

12. BOARD OF DIRECTORSANDKEYMANAGERIAL PERSONNEL

This is to inform you all, about the sad demise of Shri Prakash Hinduja, Chairman and Managing Director of Jaihind Projects Limited and Promoter of the company. He passed away on12.12.2018and hence ceased to be director of the company.

Shri Prakash Hinduja’s sudden and unexpected demise caused irreparable loss to the Company and entire Jaihind team conveys deep sympathy, sorrow and condolence to his family.

As the company is underCorporate Insolvency Resolution Process (CIRP),the agendawith respect to director retires by rotationat the forthcoming Annual General Meeting of the Companyis not taken place.

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

13. RELATIONSHIP BETWEEN DIRECTORS INTER-SE

None of the Directors are related to each other within the meaning of the term "relative" as per Section 2(77) of the Companies Act, 2013.

14. DECLARATIONOF INDEPENDENT DIRECTORS

Since the company is under Corporate Insolvency Resolution Process (CIRP)and the Board is suspended,the company has not received any declarations from any Independent Directors.

15. FORMALANNUAL BOARD EVALUATION

Since the company is under Corporate Insolvency Resolution Process(CIRP)and the entire Board is suspended, no formal evaluation of the Board has taken place.

16. NUMBER OF MEETINGS OF BOARD OF DIRECTORS

Till 2nd November 2018 i.e commencement of CIRP there weres two(2) Meetings of the Board of Directors of the Company were convened and held on 30thMay 2018 and 14thAugust 2018.

17. 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 theCorporate Governance Report annexed which forms part of this report.

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

At present, there are no employee on the payroll of of the Company and further the company is under Corporate Insolvency Resolution Process (CIRP) of the Insolvency and Bankruptcy Code 2016 (IBC) in terms of Order passed by the Hon’ble National Company Law Tribunal (NCLT), Ahmedabad Bench with effect from 2ndNovember, 2018. In view of theabove, the particulars of ratio of remuneration of each director to median remuneration of the employees of the Company for the financial year under report, percentage increase in remuneration to each Director and KMP, etc. more particularly described under Section 197(12) of the Companies Act, 2013 and Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not available.

19. VIGIL MECHANISM

The Company had adopted a Vigil Mechanismin form of whistle blower policy. At present there are no employees on the roll of the Company. And the Company is under CIRP.

20. RISK MANAGEMENT:

At present there are no employees on the roll of the Company. And the Company is under CIRP The Company had adequate Risk Management policy till commencement of CIRP.

21. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS

At present there are no employees on the roll of the Company. And the Company is under CIRP.

22. PARTICULARS OF CONTRACTS ORARRANGEMENTS 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 bythe company withPromoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of thecompany at large.

23. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with the requirement of SEBI (LODR)Regulations, 2015, the Management Discussion and Analysis Report form part of this Report.

24. AGMOF THE COMPNAY:

Pursuant to the provisions of Section 96(1) of the Companies Act, 2013,the Resolution Professional has filed an application before Registrar of Companies, Ahmedabad Gujarat for an extension of holding33rd AGM for the Financial Year 2018-19.The Registrar of CompaniesvideOrder dated 3rd September 2019extended the date of AGM for two Months.

25. AUDITORS & AUDITORS REPORT:

A. STATUTORY AUDITOR:

M/s N.K. Aswani & Co., Chartered Accountants, Firm Registration No. 100738W, Membership No. 033278) hold office until the conclusion of the ensuing annual general meeting and arerecommended for re-appointment from the 33rdAnnual General Meeting (AGM) until the conclusion of next Annual General Meeting. The company has obtained a certificate from M/s. N.K. Aswani &Co., Chartered Accountants, to the effect that their proposed re-appointment, if made would be in accordance and conformity with the limits as specified in that section.

The statutory auditors have also confirmed that they hold a valid certificate issued by the "Peer Review Board" of The Institute of Chartered Accountants of India.

B. SECRETARIALAUDITOR & 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, 2019in Form No. MR-3 is annexed to the Directors Report-Annexure-C and forms part of this Report. TheDirector comments on the observation of the Secretarial Audit Reportfor the year ended 31st March 2019 are mentioned herein below;

With regard to Observations/remarks contained in the Secretarial Auditors Reportwewish to respond/state as under:

As you are aware thatthe Company has been undergoing the Corporate Insolvency Resolution Process (CIRP) under the provisions of the Insolvency and Bankruptcy Code,2016 pursuant to the order of the Honble National Company Law Tribunal, Ahmedabad dated November 2, 2018.Vide order dated January 23, 201 by Honble NCLT,Ahmedabad Bench has appointed theMr. Parthiv Parikh as the Resolution Professional in place of Interim ResolutionProfessional.

Further, the Chairman andManaging Director, Mr. Prakash Lalchand Hinduja who was looking after all the operations of the Company passed away on December 12, 2018.Hence the submission of Financial result were delayed.

After initiation of CIRP, the entire Board of the Company issuspended.

26. REPORT ON CORPORATE GOVERNANCE:

Report on Corporate Governance for the year under review, together with a Certificate from the Practicing Professional regarding compliance of the conditions of Corporate Governance forms part of the Annual Report.

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

27. 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 drawn 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.

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

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule8(3) of the Companies (Accounts) Rules, 2014 is furnished in "Annexure-A"and is attached to this report.

29. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company had 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. The CSR Committee of the Board of Directors got dissolved on 2nd November 2018 when NCLT Passed order for initiation of Corporate Insolvency Resolution Process (CIRP) as the power of theboard was ceased on appointment of Resolution Professional.Given stressed financial condition of the business, theCompany does not have to make any obligatory contributions towards CSR from a regulatory perspective.

30. PARTICULARS OF LOANS, GUARANTEES ORINVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details regarding Loans Guarantee and investments have been given in the Financial Statement.

31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

32. SAFETY, HEALTH AND ENVIROMENT:

(a) Safety: The Company had taken adequate steps for the safety of the Employees.

(b) Health: The Company had given utmost importance to the health of its employees.

(c) Environment: Adherence to Environmental and pollution control Norms as per Gujarat Pollution Control guidelines had been followed by the Company.

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

There was no incident of any sexual harassment during the year.

34. ACKNOWLEDGEMENT:

The Directors wish to convey their appreciation to all stakeholders and business associates for their support and contribution during the year.

For Jaihind Projects Limited
(Company under Corporate Insolvency Resolution Process)
Parthiv Parikh Chetan K. Tolani
Place: Ahmedabad Resolution Professional Whole-time Director
Date:10.10.2019 IBBI/IPA-002/IP-N00369/2017-2018/11063 DIN: 02529867