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The Members of M/s. Jyothi Infraventures Limited
The Directors have pleasure in presenting before you the 23rd Directors Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2018.
1. FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFAIRS:
The performance during the period ended 31st March, 2018 has been as under:
|Profit Before Tax||(3,99,838)||(3,13,077)|
|Provision for Tax||-||-|
|Profit/(Loss) after Tax||(3,99,838)||(3,13,077)|
|Transfer to General Reserves||-||-|
|Profit available for appropriation||(3,99,838)||(3,13,077)|
|Provision for Proposed Dividend||-||-|
|Provision for Corporate Tax||-||-|
|Balance Carried to Balance Sheet||(3,99,838)||(3,13,077)|
2. PERFORMANCE REVIEW:
The Company has a turnover of Rs.Nil and sustained a Loss of Rs.3,99,838/- in the current year against the turnover and a Loss of Rs. 3,13,077/- in the previous financial year ending 31.03.2017.
3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:
During the period under review and the date of Boards Report there was no change in the nature of Business.
4. DEPOSITS FROM PUBLIC:
The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
5. TRANSFER TO RESERVES:
During the year under review, no amount has been transferred to General Reserve.
Keeping the Companys revival plans in mind, your Directors have decided not to recommend dividend for the year.
7. REVISION OF FINANCIAL STATEMENTS:
There was no revision of the financial statements for the year under review.
8. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS, COURTS, TRIBUNALS, IMPACTING THE GOING CONCERN BASIS OF THE COMPANY:
There were no significant material orders passed by regulators, courts, tribunals, impacting the going concern basis of the Company.
9. NUMBER OF MEETINGS OF THE BOARD:
Four (4) meetings of the Board were held during the year. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this report.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mrs. T Sailaja (DIN: 00127831),Managing Director of the Company will be re-appointed as Managing Director for a term of 5 years w.e.f 01.04.2018 to 31.03.2022 based on the recommendation made by Nomination and Remuneration committee in its meeting held on 14.08.2018.
Pursuant to the provisions of the Companies Act, 2013 ("the Act") and Clause 49 of the erstwhile Listing Agreement, Mr. C. Sujan,
Mr. R. Meghanath Goudand Mr. E.Sambasiva Prasad were appointed as Independent Non-Executive Directors to hold office for five consecutive years for a term up to 31st March, 2019 by the Members of the Company in the 19th Annual General Meeting held on 26th July, 2014. They are eligible for reappointment as Independent Directors for another term of five consecutive years.
Pursuant to the provisions of the Act, based on the recommendation of the Nomination and Remuneration Committee, the Board recommends for the approval of the Members through Special Resolution at the ensuing Annual General Meeting reappointment of Mr. C. Sujan, Mr. R. MeghanathGoud and Mr. E.Sambasiva Prasad as Independent Directors for another five consecutive years from 1st April, 2019 upto 31st March, 2024.
Profile and other information of the aforesaid Directors, as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard - 2 forms part of the notice convening the ensuing Annual General Meeting.
The above proposal for re-appointment forms part of the Notice of the 23rd Annual General Meeting and the relevant Resolutions are recommended for your approval therein.
11. CORPORATE GOVERNANCE:
Corporate Governance is not applicable to the company since the paid up capital and net worth of the company is less than Rs.10.00 crores and Rs.25.00 crores respectively. However, the company voluntarily provides a separate section in the Annual Report titled "Report on Corporate Governance" along with the Auditors Certificate on Corporate Governance as stipulated under Regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management discussion and analysis report for the year under review as stipulated under Regulation 4(3) read with schedule V , Part B of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 with the stock exchange in India is presented in a separate section forming part of the annual report.
13. BOARD EVALUATION:
Performance Evaluation of the Board, its Committees and Individual Directors Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Regulations, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual Directors, including Independent Directors. The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee, based on need and new compliance requirements.
The annual performance evaluation of the Board, its Committees and each Director has been carried out for the financial year 2017-18 in accordance with the framework. The details of evaluation process of the Board, its Committees and individual Directors, including Independent Directors have been provided under the Corporate Governance Report which forms part of this Report.
14. EXTRACT OF ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report. Annexure-I
15. AUTHORISED AND PAID UP CAPITAL OF THE COMPANY:
The authorized capital of the company stands at 6,25,00,000/- divided into 62,50,000 equity shares of Rs.10/- each and The companys paid up capital at 1,54,78,830 divided into 15,47,883 equity shares of 10/- each.
16. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES:
The company does not have any subsidiaries/Associate companies.
17. DECLARATION OF INDEPENDENCE:
All Independent Directors have given necessary declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, as amended.
18. DIRECTORS RESPONSIBILITY STATEMENT:
In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm 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 Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
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.
19. DISCLOSURE ABOUT COST AUDIT:
Cost Audit is not applicable for the financial year 2017-18.
20. INTERNAL AUDITORS:
The company has not appointed internal auditor during the financial year 2017-18
21. STATUTORY AUDITORS:
The existing auditors M/s.M.M.Reddy& Co., will retire at the ensuing Annual General Meeting on expiry of 5 years term. Accordingly, the appointment of M/s. Chanamolu & Co., as statutory auditors of the Company, in place of retiring auditors is placed for approval by the shareholders. The Auditors Report for fiscal 2018 does not contain any qualification, reservation or adverse remark.
The Auditors Report for the financial year 2017-18 is enclosed with the financial statements in this Annual Report.
22. SECRETARIAL AUDIT:
The Board had appointed M/s.Eswar Reddy & co., practicing Company Secretary, Hyderabad, having C.P. No 17272 to conduct Secretarial Audit for the financial year 2017-18, pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The Secretarial Audit Report in Form MR - 3 for the financial year 201718 is enclosed herewith as Annexure-III to this Report.
23. SECRETARIAL STANDARDS:
The company is in compliance with Secretarial Standards issued by The Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.
24. AUDIT REPORTS:
(a) Statutory Auditors Report:
The Board has duly reviewed the Statutory Auditors Report on the Accounts for the year ended March 31,2018 and has noted that the same does not have any reservation, qualification or adverse remarks. However, the Board decided to further strengthen the existing system and procedures to meet all kinds of challenges that may occur in the industry.
(b) Secretarial Audit Report:
The Board has duly reviewed the Secretarial Audit Report on the Compliances according to the provisions of section 204 of the Companies Act 2013 and noted is at the same that the company has not appointed company secretary, Chief Financial Officer and Internal Auditor during the year but the company is taking necessary measures to appoint the same at the earliest.
25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The company has not given loans, Guarantees or made any investments during the year under review.
26. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:
The Statutory Auditors or Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made thereunder.
27. INDIAN ACCOUNTING STANDARDS:
The Ministry of Corporate Affairs vide its notification dated 16th February, 2015 has notified the Companies (Indian Accounting Standards) Rules, 2015. In pursuance of the said notification, the Company will adopt Indian Accounting Standards with effect from 1st April, 2017. The implementation of Indian Accounting Standards (IAS) is a major change process for which the Company has set up a dedicated team and is providing desired resources for its completion within the time frame. The impact of the change on adoption of said IAS is being assessed.
28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
The required information as per Sec.134 of the Companies Act 2013 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: Rs. NIL Foreign Exchange Outgo: Rs. NIL
29. CORPORATE SOCIAL RESPONSIBILTY POLICY:
Since your Company does not have net worth of Rs. 500 Crore or more or turnover of Rs. 1000 Crore or more or a net profit of Rs. 5 Crore or more during the financial year, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.
30. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal control systems, which commensurate with its size, nature of business and complexity of its operations and are designed to provide a reasonable degree of assurance regarding the effectiveness and efficiency of operations, the adequacy of safeguard for assets, internal control over financial reporting, and compliance with applicable laws and regulations. Internal audit function evaluates the adequacy of and compliance with policies, plans, regulatory and statutory requirements.
The Internal Auditors directly report to the Boards Audit Committee, thus ensuring the independence of the process. It also evaluates and suggests improvement in effectiveness of risk management, controls and governance process. The Audit committee and Board provides necessary oversight and directions to the Internal audit function and periodically reviews the findings and ensures corrective measures are taken.
31. RISK MANAGEMENT POLICY:
Your Company follows a comprehensive system of Risk Management. Your Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well-structured risk management process.
32. EMPLOYEE RELATIONS:
Your Directors are pleased to record their sincere appreciation of the contribution by the staff at all levels in the improved performance of the Company.
None of the employees is drawing Rs. 8,50,000/- and above per month or Rs.1,02,00,000/- and above in aggregate per annum, the limits prescribed under Section 134 of the Companies Act, 2013.
33. RATIO OF REMUNERATION TO EACH DIRECTOR:
Under section 197(12) of the Companies Act, 2013, and Rule 5(1)(2) & (3) of the Companies(Appointment & Remuneration) Rules, 2014, no remuneration has been paid to any of the Directors of the Company for the financial year 2017-18.
34. NON-EXECUTIVE DIRECTORS COMPENSATION AND DISCLOSURES:
None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.
35. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY:
The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.
36. VIGIL MECHANISM:
Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. The same has been placed on the website of the Company
37. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has in place a Sexual Harassment Policy in compliance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Internal Complaints Committee (ICC) has been set up to redress complaints regarding sexual harassment, if any.
The Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
38. APPRECIATION & ACKNOWLEDGEMENT:
Your Directors place on record their appreciation for the overwhelming co-operation and assistance received from the investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your Directors also thanks the employees at all levels, who through their dedication, co-operation, support and smart work have enabled the company to achieve a moderate growth and is determined to poise a rapid and remarkable growth in the year to come.
|For and on behalf of the Board|
|Jyothi Infraventures Limited|
|Place: Hyderabad||Managing Director|