Jay Mahesh Infraventures Ltd Directors Report.

DIRECTORS

Dear Members

We have pleasure in presenting the 27th Annual Report with Audited Statements of Accounts for the year ended 31st March 2014.

FINANCIAL RESULTS:

(Rupees in Lakhs)
Particulars 2013-2014 2012-2013
Income 48.52 312.34
Expenditure 49.86 299.63
Profit /( loss) before Depreciation (1.34) 12.71
Depreciation 0.04 0.74
Profit/(loss) before Tax (1.38) 11.97
Provision for Taxation 0 -
Profit / (loss) after Tax (1.38) 11.97

PERFORMANCE REVIEW:

The Company has recorded an income of Rs. 48.52 Lakhs and the incurred a net loss of Rs. 1.38 Lakhs in the current year against an income of Rs. 312.34 Lakhs and the profit of Rs. 11.97 Lakhs in the previous financial year ending 31.03.2013.

DIVIDEND:

Your Directors have not to recommend dividend for the year.

TRANSFER TO RESERVES:

In view of the loss incurred during the year, there is no transfer of surplus to Reserves and Surplus.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec.58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, during the financial year under review.

LISTING / TRADING:

The equity shares of your company are listed on Ahmedabad Stock Exchange Limited and Calcutta Stock Exchange Limited. The equity shares are permitted to trade on BSE Limited.

CAPITAL OF THE COMPANY:

The authorized capital of the company stands at Rs. 6,25,00,000 divided into 62,50,000 shares of Rs. 10/- each and the paid up capital of the company stands at Rs. 5,65,06,000 divided into 56,50,600 equity shares of Rs. 10/- each.

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of operations, performance and future outlook of your Company and its businesses is given in the Management Discussion and Analysis, which forms part of this Report.

DIRECTORS:

Mr. Omprakash Kouvri and Mr. B. Mohan Rao, Directors of the company resigned w.e.f. 01.09.2014. The Board places on records its deep appreciation and gratitude for the valuable services rendered by them during their tenure as directors on the Board of the company. Mr. Sandeep Agrawal and Mr. Tapinder Surendrajit Tucker were appointed as Additional Directors w.e.f. 01.09.2014 and 01.09.2014 respectively. Now the Board proposes to appoint them as Independent Directors subject to necessary compliances.

Pursuant to the notification of Sec. 149 and other applicable provisions of Companies Act, 2013, your Directors are seeking appointment of Mr. Sandeep Agrawal and Mr. Tapinder Surendrajit Tucker as Independent Directors for five consecutive years for a term upto 31st March, 2019. Details of the proposal for appointment of Mr. Sandeep Agrawal and Mr. Tapinder Surendrajit Tucker are mentioned in the Explanatory Statement under Section 102 of Companies Act, 2013 of the Notice of 27th Annual General Meeting

BRIEF PROFILE OF DIRECTORS:

Particulars Mr. K.S.S. Prasad Mr. Sandeep Agrawal Mr. Tapinder Surendrajit Tucker
Date of Birth 18.01.1963 31.12.1973 09.07.1971
Date of Appointment 30.09.1998 01.09.2014 01.09.2014
Qualifications Graduate Graduate Graduate
No. of Shares held in the Company 1,32,959 NIL NIL
Directorships held in other companies (excluding private limited and foreign companies) NIL 1 1
Positions held in mandatory committees of other companies NIL NIL NIL

DIRECTORS RESPONSIBILITY STATEMENT:

In pursuance of Section 217(2AA) of the Companies Amendment Act, 2000 your directors confirm:

i) that the directors in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanations relating to material departures.

ii) that 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.

iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the company and for preventing and deleting fraud and other irregularities.

iv) that the directors had prepared the annual accounts on the going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT GO:

The required information as per Sec.217 (1) (e) of the Companies Act 1956 is provided hereunder:

A. Conservation of Energy:

Your Companys operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:
1. Research and Development (R&D) : NIL
2. Technology absorption, adoption and innovation : NIL
C. Foreign Exchange Earnings and Out Go:
Foreign Exchange Earnings : NIL
Foreign Exchange Outgo : NIL

PARTICULARS OF EMPLOYEES:

There is no employee who is falling under section 217 (2A). Therefore, the disclosures required to be made under section 217 (2A) of the Companies Act, 1956 and the rules made there under are not applicable.

SUBSIDIARY COMPANY:

The Company does not have any subsidiary company.

CODE OF CONDUCT:

The Code of Conduct has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affirmed by them. Code of Conduct has also been placed on the website of the company. A declaration to this effect is given in Annexure.

AUDITORS:

M/s. VASG & Associates, Chartered Accountants, Hyderabad, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The said Auditors have furnished the Certificate of their eligibility for re-appointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed there under, it is proposed to appoint them as Statutory Auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the AGM to be held in the year 2017, subject to ratification of their appointment at the subsequent AGMs.

AUDITORS REPORT

The Board has duly reviewed the Statutory Auditors Report on the Accounts for the year ended March 31st, 2014 and has noted that the same does not have any reservation, qualification or adverse remarks.

CORPORATE GOVERNANCE:

As a listed company, necessary measures have been taken to comply with the listing agreements of Stock Exchanges. A report on Corporate Governance, along with a certificate of compliance from the Auditors forms part of this Report as Annexure.

ACKNOWLEDGEMENTS:

Your directors would like to express their appreciation for assistance and cooperation received from clients, banks, investors, Government, other statutory authorities and all others associated with the company. Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by the employees at all levels, which enabled the company to achieve sustained growth in the operational performance during the year under review.

DECLARATION BY DIRECTOR OF AFFIRMATION BY DIRECTORS AND SENIOR MANAGEMENT PERSONNEL OF COMPLIANCE WITH THE CODE OF CONDUCT:

The shareholders,

I, K.S.S. Prasad, Director of the Company do hereby declare that the directors and senior management of the Company have exercised their authority and powers and discharged their duties and functions in accordance with the requirements of the code of conduct as prescribed by the Company and have adhered to the provisions of the same.

For and on behalf of the Board
Jay Mahesh Infraventures Limited
Sd/-
K.S.S.Prasad
Place: Hyderabad Director
Date: 01.09.2014 (DIN 00325326)