Jaihind Synthetics Ltd Management Discussions

Dear Members,

Your Directors have pleasure in presenting the 30^th Annual Report of the Company together with the “Corporate Governance Report” and “Audited Financial Statements” for the Financial Year (“F.Y.”) ended March 31, 2017.

FINANCIAL PERFORMANCE

Your Companys performance during the F.Y. ended March 31, 2017 as compared to the previous F.Y. is summarised below:

(In Rupees)

Particulars	2016-17	2015-16
Total Income	2244000	3569500
Total Expenditure	1234535	2499121
Profit/ (loss) before tax	1009465	1070379
Tax Expenses
a) Current Tax	311925	345000
b) Deferred Tax (Asset)	-	38561
Profit/ (loss) after tax	697540	686818

STATE OF COMPANYS AFFAIRS AND PERFORMANCE REVIEW

Your Company has not earned revenue during the year as against Rs. 12,19,500 in the previous year and the Company has made Profit of Rs. 6,97,540 during the year as against profit of Rs. 6,86,818 in the previous year. The Directors are hopeful for a better performance in the coming years.

DIVIDEND

No dividend shall be paid by a company in this financial year.

DEBENTURES

During the F.Y., your Company has not issued any Debentures.

SHARE CAPITAL

The paid-up equity share capital of the Company as at March 31, 2017, was Rs. 8,44,91,780. During the year under review, 81200 equity shares were made fully paid up after the calls in arrears were received from the partly paid up shareholders. The company has not issued shares with differential voting rights nor granted stock options or sweat equity.

The equity shares of your Company continue to be listed on BSE Limited.

RESERVES

The Board of Directors (“the Board”) have not recommended transfer of any amount of profit to reserves during the year under review. Hence, the entire amount of profit for the F.Y. has been carried forward to the surplus in the Statement of Profit and Loss.

FIXED DEPOSITS

Your Company did not hold any public deposits at the beginning of the year, nor it has accepted any deposits from the public during the F.Y., within the meaning of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

EXTRACT OF ANNUAL RETURN

An extract of the Annual Return of the Company, as prescribed under Section 92(3) of the Act and Companies (Management and Administration) Rules, 2014, framed thereunder, is annexed as Annexure ‘A.

DIRECTORS

In accordance with the provisions of Section 161 of the Act, the Board of Directors at its Meeting held on December 13, 2016, have appointed Mr. Dharmistha Sharad Shah as an Additional Director of the Company, and they hold office up to the conclusion of the ensuing AGM.

Your Company has received notice in writing pursuant to Section 160 of the Act from the Member along with deposit of Rs. 1,00,000/- signifying his intention to propose the candidature of Mr. Dharmistha Sharad Shah as Independent Director of the Company at the ensuing AGM of the Company and his appointment is hereby proposed for the approval of the Members.

The above appointment forms part of the Notice of the ensuing 30^th AGM and the Resolution is recommended for your approval. Brief Profile of Mr. Dharmistha Sharad Shah as required under the Regulation of 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), forms part of the Notice of the ensuing 30^th AGM.

Your Company received declaration from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed by Section 149(6) of the Act.

Your Company has conducted the familiarization programme for all its Directors covering the matters as specified under Regulation 25(7) of the Listing Regulations.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) read with Section 134(5) of the Act:

a) in the preparation of the annual accounts for the year ended March 31, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the Directors have 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 as at March 31, 2017 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and

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

CORPORATE GOVERNANCE

Your Company has its Corporate Governance philosophy on transparency, accountability, values and ethics, which forms an integral part of the Managements ongoing activity towards achieving excellence, growth and value creation. Your Company is committed to highest standards of Corporate Governance and disclosure practices to ensure that its affairs are managed in the best interest of all stakeholders.

NUMBER OF MEETINGS OF THE BOARD

The Board met on various occasions to discuss and decide various affairs, operations of the Company and to supervise and control the activities of the Company. The schedule of the Board / Committee Meetings to be held in the forthcoming F.Y. will be circulated to the Directors in advance to enable them to plan their schedule for their effective participation in the Meetings.

During the F.Y., the Board met Nine (9) times viz. on April 29, 2016, May 30, 2016, June 28, 2016, August 13, 2016, September 1, 2016, November 14, 2016, December 13, 2016, February 6, 2017, and February 14, 2017.

Detailed information on the Meetings of the Board is included in the report on Corporate Governance, which forms part of this Annual Report.

AUDIT COMMITTEE

The Audit Committee comprises of the following Directors:

Mrs. Shital Arvind Shah	- Chairperson
Mr. Paresh Vinodray Savani	- Member
Mr. Ajit Velshibhai Vasani	- Member

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

STATUTORY AUDITORS

As per the provisions of Section 139 of the Act, read with the Companies (Audit and Auditors) Rules, 2014, the term of office of M/s Jai Prakash Upadhyay & Co., Chartered Accountants, Mumbai, (Firm Registration No. 125073W), as Statutory Auditors of the Company will conclude from the close of the forthcoming Annual General Meeting of the Company. The Board of

Directors places on record appreciation for the services rendered by M/s Jai Prakash Upadhyay & Co., as the Statutory Auditors of the Company. Subject to the approval of the Members, the Board of Directors of the Company has recommended the appointment of M/s. Nirav Doshi & Co., Chartered Accountants (Firm Registration Number 125073W) as the Statutory Auditors of the Company pursuant to Section 139 of the Act.

The Company has received a written consent and certificate from M/s. Nirav Doshi & Co., Chartered Accountants, confirming that they satisfy the criteria provided under Section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder.

EXPLANATION ON AUDITORS REPORT

There are no qualifications, reservations, adverse remarks or disclaimers made by Statutory Auditors in their Report dated May 30, 2017, on the Financial Statements of the Company for F.Y. 2016-17.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Pankaj & Associates, Practicing Company Secretary (C.P. No. 4098) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure ‘B.

As required under section 204 (1) of the Companies Act, 2013, the Company has obtained a secretarial audit report. There are no major observations made by the Auditor in the Report except other non- compliances mentioned therein and forming part of the report:

However, the company would ensure in future that all the provisions are complied to the fullest extent.

INTERNAL FINANCIAL CONTROL

Your Company has in place adequate internal financial controls with reference to financial statements and to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

Pursuant to Section 186 of the Act, particulars of the loans given, investments made, guarantees given and securities provided alongwith the purpose for which the loan or guarantee or security is proposed to be utilised by such recipient are provided under respective notes in Financial Statements.

RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties during the F.Y. were on arms length basis and in the ordinary course of business and that the provisions of Section 188 of the Act are not attracted and hence the disclosure in form AOC-2 is not required.

During F.Y., there are no material related party transactions with Promoters, Directors or Key Managerial Personnel (“KMP”). The Company has in place a policy on Materiality of and Dealing with Related Party Transactions for the purpose of identification and monitoring of such transactions. Suitable disclosures as required under AS-18 have been made in Note 30 of the Notes to the financial statements.

Pursuant to Regulation 23 of the Listing Regulations, the Company has in place a Policy on dealing with Related Party Transactions.

RISK MANAGEMENT

Pursuant to Regulation 21 of Listing Regulations, your Company has in place a Risk Management Committee which identifies, evaluates, manages and monitors the risks that can impact the Companys ability to achieve its strategic and financial objectives and monitors risk tolerance limits, reviews and analyzes risk exposure related to specific issues and provides oversight of risk across the organization.

The Board has in place a Risk Management Policy to identify and assess the key risk area, monitor and report compliance and effectiveness of the policy and procedure.

VIGIL MECHANISM

Your Company has a Vigil Mechanism for their Directors and employees to report their genuine concerns or grievances and in order to report such concerns or grievances, the Company has formal Whistle Blower Policy in place.

Your Company assures cognizance of c omplaints made and s uggestions given by the employees. Even anonymous complaints will be looked into and whenever necessary, suitable corrective steps will be taken.

The Whistle Blower Policy, provides for adequate safeguards against victimization of persons who use such mechanism and also provides direct access to the Chairperson of the Audit Committee.

NOMINATION AND REMUNERATION POLICY

The Board has in place a policy which lays down criteria for selection and appointment of Board Members. The policy also lays down a framework in relation to remuneration of Directors, KMP and Senior Management of the Company. The Policy also includes the criteria for determining qualifications, positive attributes and independence of Directors.

The detailed policy is annexed to the Report on Corporate Governance, which forms part of this Annual Report.

EVALUATION OF THE BOARD, ITS COMMITTEE AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Act and Listing Regulations, the Board has carried out an annual evaluation of its performance, of the Directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation was carried out was explained in the Report on Corporate Governance, which forms part of this Annual Report.

INVESTORS RELATION AND GRIEVANCES

Investors relations have been cordial during the year. As a part of compliance, the Company has in place Stakeholders Relationship Committee to deal with the issues relating to investors. There were no investors grievances pending as on March 31, 2016. A confirmation to this effect has been received from the Companys Registrar and Share Transfer Agent.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company draws remuneration more than the limits prescribed under the Companies Act, 2013.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGICAL ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information as required under Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014, for the year ended March 31, 2016, is as under:

CONSERVATION OF ENERGY

a. Though the Companys operations do not involve substantial energy consumption, the Company has taken adequate steps to improve energy utilization wherever possible.

b. Additional investments and proposals for reduction of consumption of energy.- Noadditional investments made during the year.

c. Impact of the above measures: Nil

d. Total energy consumption and energy consumption per unit of production: “FORM A” not applicable.

TECHNOLOGICAL ABSORPTION

Your Company has not imported any technology. However, we believe and use information technology extensively in all spheres of our activities to improve efficiency levels.

FOREIGN EXCHANGE EARNINGS AND OUTGO

(In Rupees)

Year	2015-16	2014-15
Foreign exchange earnings	-	-
Foreign exchange outgo	-	-

REGULATORY ACTION

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and future operations of the Company.

INFORMATION OF MATERIAL CHANGES AND COMMITMENTS

There are no material changes or commitments affecting the financial position of the Company which have occurred after March 31, 2017 and prior to May 30, 2017, being the date of this report.

CAUTIONARY STATEMENT

Statements in this Directors Report and Management Discussion and Analysis describing the Companys objectives, estimates, expectations or predictions may be “forward-looking statements” within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Companys operations include raw material availability and its price, pricing in the Companys principle markets, changes in Government regulations, Tax regimes and economic developments within India.