Jyoti Overseas Ltd Management Discussions.

REPORT INDUSTRY STRUCTURE AND DEVELOPMENT

Jyoti Overseas Limited manufactures specialized cotton, polycotton, polyester viscose and other blends of fabrics. JOL has infrastructure to weave fabrics in the width ranging from 26 inches to 144 inches with weight upto 36 oz per square yards - (1200 gsm) in plain, drill, oxford, Marry, Bobby designs with high cover factor. The major users of JOL specialized fabrics are Art, Furnishing, Defense, Bags & Luggage, Apparel and Tarpaulin Industries.

Apart from fabric JOL also houses facility for value added products like Coated Artist Canvas, dyed and water proofed fabric which can give further impetus to the bottom line of the company. However, currently the physical possession of factory has been taken over by Secured Lenders.

OUTLOOK AND OPPORTUNITIES

With the One-time settlement reached with the working capital banks consortium and the Financial Institution, Industrial Development Bank of India Limited, the Company could reduce its debt burden to a major extent. The Company is also hopeful of reaching One-time settlement with remaining two Financial Institution ARCIL and Ederweiss Assest Reconstruction Company Limited and reduces its secured borrowings to NIL. The company would then try to pursue export trading as it has rich experience of more than 25 years of textiles exports market. Further, the company has also created niche for itself in developing value-added textile products which can be developed on job-work basis by different suppliers. This would have positive effect on bottom-line and would also give sufficient margin to repay old creditors who have kept faith in Companys management for long.

OUTLOOK ON THREAT, RISK AND CONCERNS

After the sale of secured assets by Secured Lenders ARCIL and Edelweiss Asset Reconstruction Company Limited , the Company would not have any manufacturing facilities. The Company, for its trading business, would have to be dependent on several outside manufacturing units for its requirements. Consequently, the advantages of having own manufacturing setup would not be available to the Company which might put some pressure on sales turnover and hence the margin also. Further, if the Secured Lenders do not accept the One-time settlement proposal submitted by the Company, and pursue for winding-up of the company then the company will have to be closed.

SEGMENTWISE PERFORMANCE

The Company is primarily engaged in manufacturing of Fabrics. As the basic nature of activities is governed by same risk and return, these have been grouped as a single segment, Textiles.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

As the company did not carry out any operations in this financial year, the company was not required to put into place any formal internal control systems.

GOALS

The company is strategically placed to exploit the growth opportunities in the Industrial Textile segment. In view of its marketing expertise and broad-based and satisfied clientele all over the world, we will be looking for Global partners and strategic alliances in areas of mutual interest after financial restructuring is achieved by it.

CAUTIONARY STATEMENT

Statement in this Management Discussion and Analysis describing the Companys objectives, projections, estimates and expectations may be "Forward looking statements" within the meaning of applicable laws and regulations, actual results might differ substantially or materially from those expressed or implied.

AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE

The Members,

Jyoti Overseas Ltd.

Indore,

We have examined the compliance of corporate governance by Jyoti Overseas Limited, for the year ended on 31st March 2016, as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

The compliance of conditions of corporate governance is responsibility of the management. Our examination was limited to the procedure and implementation thereof, adopted by Jyoti Overseas Limited for ensuring the compliance of the conditions of the corporate governance. It is neither an audit nor an expression of opinion on the financial statements of Jyoti Overseas Limited.

On the basis of our review and according to the information and explanation given to us and representation made to us by the management, we state that to the best of our knowledge and belief, the Company has complied in all material respects with the conditions of Corporate Governance stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 .

For S. P. Moondra&Co.
Chartered Accountants
(F.R.No. 004879C)
S. P. Moondra
Place: Indore Proprietor
Dated: 13th August 2016 M.No. 073747