DIRECTORS' REPORT

Your Directors are pleased to present the Thirtieth Annual Report and the audited accounts for the year ended 31st March, 2015.

FINANCIAL SUMMARY:

THE CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There was no change in the nature of business of the Company during the year or subsequently. STATE OF THE COMPANY'S AFFAIRS:

During the year under review, the gross turnover of the Company's Steel Division was Rs. 27.85 crore as compared to the previous year's gross turnover of Rs. 60.61 crore. The Division reported a loss of Rs. 6.29 crore during the year under review as against a profit of Rs. 1.57 crore the previous year due to lack of demand.

The Plastic Processing Division of the Company achieved a gross turnover of Rs. 603.83 crore as compared to previous year's gross turnover of Rs. 585.41 crore. The Division reported a profit of Rs. 60.46 crore during the year under review as against a profit of Rs. 67.41 crore of the previous year.

The Spinning Division of the Company achieved a gross turnover of Rs. 94.25 crore as compared to the previous year's gross turnover of Rs. 105.13 crore. The Division reported a profit of Rs. 19.85 croreduring the year under review as against a profit of Rs. 16.50 crore the previous year. The increase in profit can be attributed to a better product mix.

During the year under review, the production of Plastic Processing Division excluding Masterbatch decreased marginally from 39,724 MT during 2013-14 to 38,906 MT during 2014-15.

The production of Masterbatch increased from 14,204 MT during 2013-14 to 14,767 MT during 2014-15.

The production of the Spinning Division decreased from 4,390 MT during 2013-14 to 4,033 MT during 2014-15.

The production of CR coils and sheets and GP/GC coils and sheets decreased from 57,450 MT and 56,955 MT respectively during 2013-14 to 24,735 MT and 26,778 MT respectively during 2014-15 due to a decrease in demand for the Company's products.

The Company's un-audited financial results for the quarter ended 30th June, 2015 show an overall increase in turnover as compared to the same quarter of the previous year: Rs. 169.85 crore vis-a-vis Rs. 168.45 crore. The net profit increased by about 20% to Rs. 17.58 crore from Rs. 14.62 crore. The Plastic Processing Division, showed an increase in turnover: from Rs. 144.64 during quarter ended 30th June, 2014 to Rs. 160.14 crore during the quarter ended 30th June, 2015. This Division's profits increased by about 75% to Rs. 19.20 crore from Rs. 10.99 crore. The Spinning Division, showed decrease in turnover, from Rs. 28.54 crore during quarter ended 30th June, 2014 to Rs. 21.43 crore during quarter ended 30th June, 2015 however it's profits increased to Rs. 5.42 crore from Rs. 5.09 crore. During the quarter there was no activity in the Steel Division due to lack of demand.

During the year under review, 9,00,000 preference shares were redeemed at a premium in accordance with the terms of issue. After the redemption, 70,74,900 preference shares remained outstanding as at 31st March, 2015. During the current financial year (2015-16) 2,10,000 preference shares were redeemed and another tranche of 2,10,000 will be redeemed at a premium in accordance with the terms of issue. At the 28th Annual General Meeting held on 28th September, 2013, the shareholders had agreed to roll-over these preference shares for a further period up to two years from the date these shares become due for redemption. Your Directors have received approval of the preference shareholders to roll-over the outstanding 66,54,900 preference shares for a further period of two years and will seek the approval of the equity shareholders at the ensuing 30th Annual General Meeting.

AMOUNT PROPOSED TO BE CARRIED TO GENERAL RESERVE AND AMOUNT RECOMMENDED TO BE PAID BY WAYOF DIVIDEND:

Your Directors have proposed that Rs. 5.83 lakh be transferred to the General Reserve.Your Directors have recommended a dividend at the rate of Rs. 0.01 (1percent) per preference share be paid on the 66,54,900 non-cumulative non-participating redeemable preference shares of Rs. 1/- each for the financial year ended 31st March, 2015 after considering the redemption of the afore said 4,20,000 preference shares. If approved at the ensuing 30th Annual General Meeting, Rs. 66,549/- will be payable to those preference shareholders whose names appear on the Register of Members of the Company at close of business on 16th September, 2015.

Your Directors have also recommended a dividend of 0.50/- (50 percent) per equity share on 4,81,67,010 equity shares of Rs. 1/- each for the financial year ended 31st March, 2015. This will amount to Rs. 2,40,83,505/-and, if approved at the ensuing 30th Annual General Meeting will be paid to Members whose names appear on the Register of Members of the Company at close of business on 16th September, 2015. In respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owners as on that date. The 'promoters' of your Company have voluntarily and irrevocably waived their entitlement to receive dividend on the equity shares for the financial year 2014-15. Hence your Directors have not recommended any dividend on 13,02,82,400 equity shares held by the 'promoter group'.

EXTRACT OF ANNUAL RETURN:

Extract of Annual Return as provided under Section 92(3) of Companies Act, 2013 is given at Annexure- 1

NUMBER OF MEETINGS OF THE BOARD:

Four meetings of the Board of Directors and one meeting of only the Independent Directors of the Company were held during the financial year 2014-15. Further details in this regard are given in the Corporate Governance Report given elsewhere in this Annual Report.

DETAILS OF DIRECTORS OR KEY MANAGERAIL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR:

Mr. Khurshed Minocher Doongaji (DIN 00090939), Mr. Sandeep Hemendra Junnarkar (DIN 00003534), Mr. Sachin Nath Chaturvedi (DIN 00553459) and Mr. Anup Pravin Shah (DIN 00293207) received approval of the shareholders to continue as 'Independent Directors' at the last Annual General Meeting held on 19th September, 2014.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Virendra Jain (DIN 00077662) retires by rotation and, being eligible, has offered himself for the re-appointment at the ensuing Annual General Meeting.

The tenure of Mr. Vasudeo Shrinivas Pandit (DIN 00460320) as Director-Works came to an end on 31st March, 2015 and the Board re-appointed him as

Director-Works for a period of 3 years with effect from 1st April, 2015. The re-appointment and remuneration of Mr. Vasudeo Shrinivas Pandit is subject to approval of the Members in the ensuing 30th Annual General Meeting.

During the year under review, Ms. Aziza Ashraf Chitalwala (DIN:00436939) was appointed as a woman director who is also an Independent Director. Being an additional Director, she will hold office up to the date of the 30th Annual General Meeting. The Company has received a notice proposing her name as a Director.

In the opinion of the Board, Ms. Aziza Ashraf Chitalwala, the independent director proposed to be appointed as director and who will continue to hold office as independent director, fulfills the conditions specified in the Act and the rules made thereunder and that the proposed director is independent of the management.

A brief resume of all Directors including those proposed to be re-appointed/ appointed, nature of their expertise in specific functional areas and names of public limited companies in which they hold directorship, memberships/chairmanships of Board Committees, as stipulated under Schedule IV and other provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement are provided elsewhere in the Annual Report. The Directors who are being re-appointed/ appointed have intimated to the Company that they are eligible for re-appointment/ appointment.

No Directors resigned during the year.

There was no change among the Key Managerial personnel during the year.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, it is hereby stated that:

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013 have been followed along with proper explanation relating to material departure(s).

(b) appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made 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 at 31st March, 2015 and of the profit of the Company for that period.

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) the annual accounts for the financial year ended 31st March, 2015 have been prepared on a 'going concern' basis.

(e) internal financial controls have been laid down to be followed by the Company. The internal financial controls are adequate and are operating effectively.

(f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149:

The Independent Directors have given respective declaration under Section 149(6) of the Companies Act, 2013.

COMPANIES POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178:

(a) Qualifications of directors:

(i) A candidate for executive directorship should possess administrative skills and functional experience or knowledge of the division or department entrusted to such director. The candidate should have strong attributes of a leader and inter-personal skills to deal with the Board, colleagues, peers and subordinates.

(ii) A non-executive director and an independent director shall possess appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations or other disciplines related to the Company's business.

(b) Process of selection to the Board/ extending invitation to a potential candidate:

One of the roles of the Nomination and Remuneration Committee ("N&RC") is to periodically identify competency gaps in the Board, evaluate potential candidates as per the criteria stated above, ascertain their availability and make suitable recommendation to the Board.

In selecting a suitable candidate as an independent director the N&RC will also look into the data bank that is proposed to be set up pursuant to the provisions of Section 150 of the Act and the Rules made thereunder.

The N&RC shall also identify suitable candidates in the event of resignation, retirement or demise of an existing Board member. Based on the recommendation of the N & RC, the Board through its Chairman/ N&RC will then invite the prospective person to join the Board as a director.

In case the shareholders recommend any person as a director pursuant to the provisions of Section 151 of the Act and the Rules made thereunder, the N&RC shall consider that candidate and make suitable recommendation to the Board. The procedure pertaining to appointment of small shareholders' director laid down in Rule 7 of the Companies (Appointment and Qualification of Directors) Rules, 2014 will have to be adhered to.

(c) Orientation and Induction:

A new director will be given a formal induction and orientation with respect to the Company's vision, core values, business operations, corporate governance norms, financials etc. The Board will carry out a continuous education of its members.

In respect of independent directors, as required under Clause 49 of the Listing Agreement, the Company shall provide suitable training to 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 Company, etc.

(d) Remuneration to Directors:

The N&RC is, inter alia, required to oversee remuneration payable to directors.

The executive directors including managing directors are paid remuneration by way of salary, perquisites, contribution to provident fund, superannuation fund, gratuity, encashment of leave etc. as per the terms of agreement entered into with them and approved by the shareholders pursuant to the requirements of the Act.

Non-executive directors are paid a sitting fee for attending each Board and/or Committee meetings except for those committees where no sitting fee is payable to attend the meetings. Such fee shall be fixed by the Board of Directors on receiving recommendation in that respect from the N&RC. Shareholder's approval will be taken where the same is mandated by the provisions of the Act and/ or the Listing Agreement.

No commission is presently payable to the directors and the Company has presently not granted any stock option to its directors. The independent directors are not entitled to stock options as mandated by law.

(e) Re-imbursement of expenses of non-executive directors:

The Company recognizes that non-executive directors, particularly non-executive promoter directors, also play a vital role in the business of the Company. The non-executive promoter directors contribute their time, energy, and expertise in helping the Company garner business and run its operations successfully, thereby ultimately resulting in value addition to the Company.

It is fair that the expenses incurred by directors exclusively for the purposes of the Company be borne by the Company or be reimbursed to them. Payment may be made on their behalf either by the Company or be paid by them directly. Where the concerned director seeks to claim reimbursement, he/she is required to submit a claim along with relevant particulars in supporting of the expenses incurred.

The Nomination & Remuneration Policy for Directors, KMPs & Senior Management is available at the website of the Company at www. jaicorpindia.com/pdf/nomination_remuneration pdf

AUDITORS AND AUDITORS' REPORTS:[Section 134(3)(f)]

It is proposed to appoint Messrs Chaturvedi & Shah, Chartered Accountants as the statutory auditor of the Company. Pursuant to the provisions of Section 139 of the Companies Act, 2013 the Company has received certificate from Messrs Chaturvedi & Shah confirming their eligibility for re-appointment.

The Central Government has approved the appointment of Messrs ABK & Associates, Cost Accountants as the cost auditor for the financial year 2014-15. The Board has appointed Messrs ABK & Associates for the financial year 2015-16 also.

Mr. G. B. B.Babuji, Company Secretary was appointed as the Secretarial Auditor under Section 204 of the Companies Act, 2013. The Secretarial Audit Report is given at Annexure- 2

There is no qualification, reservation or adverse comment in the Auditors' Reports.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES Act, 2013:

Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013 are given at Annexure-3.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT:

Particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 are given at Annexure-4

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and date of this Report.

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

A) CONSERVATION OF ENERGY:

i) the Steps taken or impact on conservation of energy: The Company has taken various steps for minimization of energy consumption by putting continuous efforts towards optimization of operating and processing activities, up-gradation of plant equipment etc.

ii) the steps taken by the company for utilizing alternate sources of energy: Nil

iii) the capital investment on energy conservation equipments: Nil

B) TECHNOLOGY ABSORBTION:

i) the efforts made in technology absorption:

At the plants, technology has been fully absorbed and the plants are being operated efficiently.

ii) the benefits derived like product improvement, cost reduction, product development or import substitution:

The Company is producing quality products and is constantly making efforts to reduce cost and develop products so that it leads to import substitution.

iv) the expenditure incurred on Research and Development: Nil

C) Foreign exchange earnings and outgo:

The foreign exchange earned in terms of actual inflows during the year and the foreign exchange outgo during the year in terms of actual outflows.

Further details are given in Notes 33, 34, 35 and 36 of the Standalone Financial Statement appearing elsewhere in the Annual Report.

STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY FOR THE COMPANY INCLUDING IDENTIFICATION THEREIN OF ELEMENTS OF RISK, IF ANY, WHICH IN THE OPINION OF THE BOARD MAY THREATEN THE EXISTANCE OF THE COMPANY:

During the year, the Risk Management Committee was constituted for the monitoring and reviewing of the risk management plan of the Company. The Board also formulated the Risk Management Policy for the Company during the year. This Policy is being implemented.

THE DETAILS ABOUT THE POLICY DEVELOPED AND IMPLEMENTATION BY THE COMPANY ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES TAKEN DURING THE YEAR:

Details about the policy developed and implementation by the company on Corporate Social Responsibility (CSR) initiatives taken during the year is given in Annexure- 5

The CSR Policy is available at the website of the Company. <http://www.jaicorpindia.com/pdf/CSRPolicy.pdf>

STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MDE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The Board has carried out an annual performance evaluation of its own performance, that of the Directors individually as well as that of the Committees. A structured questionnaire was prepared covering various aspects of the Board's functioning. Inputs received from the Directors were suitably incorporated in the questionnaire. Similar exercise was carried out to evaluate the performance of individual directors and that of the Committees. Performance evaluation of Directors individually were carried out by the Board, with the Director being evaluated staying out. Independent Directors at their separate meeting evaluated the performance of the Board, the non-independent directors and the Chairman. Performance of the Secretarial Department was also included in the evaluation.

The Directors expressed their satisfaction at the performance of all concerned.

THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR: [Rule 8(5)(iv)]

During the year under review, Jai Corp Finance & Holding (CIN:U65990MH2006PLC159173) ceased to be a subsidiary company.

Subsequent to year end, Jaicorp Welfare Foundation (CIN:U85300MH2015PLC159173), a company incorporated under Section 8 of the Companies Act, 2013 was formed as a wholly-owned subsidiary to carry out corporate social responsibility activities of the Company and the following wholly-owned step-down subsidiary companies became direct wholly-owned subsidiaries of the Company: Ashoka Realty and Developers Limited , Ekdant Realty & Developers Limited, Hari Darshan Realty Limited, Hill Rock Construction Limited, Hind Agri Properties Limited, Iconic Realtors Limited, Jailaxmi Realty and Developers Limited, Krupa Land Limited, Krupa Realtors Limited, Multifaced Impex Limited, Novelty Realty & Developers Limited, Rainbow Infraprojects Limited, Rudradev Developers Limited, Swar Land Developers Limited, Swastik Land Developers Limited, Vasant Bahar Realty Limited, Welldone Real Estate Limited, and Yug DevelopersLimited.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT:

Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement is presented in Form AOC-1 elsewhere in the Annual Report and is not being reproduced here.

CONSOLIDATED FINANCIAL STATEMENTS:

Pursuant to the provisions of the Companies Act, 2013 and in accordance with the Accounting Standard (AS-21) on Consolidated Financial Statements read with Accounting Standard (AS-23) on Accounting for Investments in Associates in Consolidated Financial Statements, the audited consolidated financial statements are provided elsewhere in the Annual Report.

DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE ACT AND DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE

REQUIREMENTS OF CHAPTER V OF THE ACT:

Company has not accepted any deposit covered under Chapter V of the Companies Act, 2013 of any deposit not in compliance with the requirements of Chapter V of the Companies Act, 2013.

THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

No order was passed by any Regulator, Court or Tribunal impacting the going concern status and the Company's operations in future.

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

The Company has in place adequate internal control with reference to the financial statements. During the year such controls were put to test and were found to be adequate.

EMPLOYEE RELATED DISCLOSURES:

Pursuant to the requirements of Section 197(12) of the Companies Act reads with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the information sough thereat is given in Annexure- 6

Neither the Managing Director nor the Director-Works was paid commission from the Company and they did not receive any commission from any subsidiary company.

Disclosure under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS, SWEAT EQUITY, EMPLOYEE STOCK OPTION:

The Company has not issued any share with differential rights, sweat equity or as employee stock option.

AUDIT COMMITTEE [177(8)]:

The Audit Committee comprises of Independent Directors Mr. K. M. Doongaji ( Chairman), Mr. S. N. Chaturvedi and Mr. Anup P. Shah. Non-executive Director, Mr. Virendra Jain is the other member of the Committee.

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

INDUSTRIAL RELATIONS:

The relations with the employees remained cordial and satisfactory during the year under review.

TRANSFER OF UNPAID/ UNCLAIMED AMOUNTS TO IEPF:

Pursuant to the provisions of Section 205A of the Companies Act, 1956, the declared dividends which remain unpaid/ unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 205C of the Companies Act, 1956.

CORPORATE GOVERNANCE:

The Company is committed to maintain highest standards of corporate governance. Your Directors adhere to the requirements set out by the Securities and Exchange Board of India's corporate governance practices and have implemented all the mandatory requirements. A separate section on Corporate Governance forms part of the Annual Report. A certificate from the statutory auditors of the Company regarding compliance of the requirements of Clause 49 of the Listing Agreement with the Stock Exchanges is attached to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report portion of the Corporate Governance Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section in the Annual Report and forms a part of this Report.

OUTLOOK:

The Company has invested in the businesses pertaining to essential integrated urban infrastructure. These businesses relate to special economic zones, port, real estate etc. The Company also intends to focus on the asset management business carried out through its wholly owned subsidiary. In addition, the Company is also taking steps to improve the performance and efficiency of its existing manufacturing businesses. As a result of these factors, your Directors are confident that the Company will continue building on its strengths.

ACKNOWLEDGEMENT:

Your Directors express their grateful appreciation for the assistance and co-operation received from banks, financial institutions, Government authorities, customers, vendors and shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.

For and on behalf of the Board of Director

Anand Jain

Chairman

DIN: 00003514

Mumbai,

11th August, 2015