Sunedison Infrastructure Ltd Directors Report.

To the Members,

The Directors have great pleasure in presenting the 23rd Annual Report of the Company along with the audited financial statements for the financial year ended March 31,2017.

FINANCIAL RESULTS

The financial results of the Company for the year ended 31st March, 2017 are summarized below:

SI. Particulars No. Current Year ended 31st March, 2017 Previous Year ended 31st March, 2016
(j) Revenue from operations (net) - -
(ii) Other Income - -
(iii) Total Income - -
(iv) Operating Expenditure 5,72,986 5,60,880
(v) Profit before Interest, Depreciation and Amortization and Tax (5,72,986) (5,60,880)
(vi) Finance Costs (net) -
(vii) Depreciation and Amortisation -
(viii) Profit before Taxes (5,72,986) (5,60,880)
Tax Expenses 81,384 1,44,447
(x) Net Profit / (Loss) for the Year (4,91,602) (4,16,433)
(xi) Balance Brought Forward from Previous Year (10,33,879) (6,17,446)
(xii) Balance carried to Balance Sheet (15,25,481) (10,33,879)

PERFORMANCE OF THE COMPANY

The company has not done any business during the financial year. Your company has incurred a net loss aftertax of Rs.4,91,602/- during the financial year 2016-2017.

DIVIDEND

Due to non-availability of profits during the financial year, your Directors do not recommend any dividend for the financial year 2016-2017

SHARE CAPITAL

During the year, your company has not made any allotment, subsequent to which there is no change in the share capital of the company.

TRANSFER TO RESERVES

The Company has incurred loss and has carried the losses to Profit & Loss Account and there as no transfer to General Reserve was made during the Year.

FINANCE

Cash and cash equivalent as at March 31,2017 amounted to Rs. 4,42,99,757/-. DEPOSITS

During the year, your Company has not accepted any Deposits.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

There were no loans and guarantees given by the Company falling under Section 186 of the Companies Act, 2013. Particulars of investments covered under Section 186, if anyforms part of the notes on financial statements provided in thisAnnual Report.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Re-appointments

As per provisions of the Companies Act, 2013, Mrs. Yerabhagha Meerareddy Prasoona, Director, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. The Board of Directors recommends his re-appointment.

Appointments and Resignations

The Board had appointed Mrs. Varadharajan Rajani (DIN: 02430901) and Mr. Chinnamottar Muniswamyreddy Varadarajan (DIN: 00628630) as additional directors of the Company as per provisions of Section 161 of Companies Act, 2013, who were not re-appointed in the Annual general Meeting held on 30.09.2016.

Details of appointments and resignations of directors during the year are tabled below:

Name of Directors Designation Date of Appointment Date of cessation
Mrs. Varadharajan Rajani Additional Director 28.07.2016 30.09.2016 (vacated the office)
Mr. Chinnamottor Muniswamyreddy Varadarajan Additional Director 28.07.2016 30.09.2016 (vacated the office)

Declaration by Independent Directors

The Company has received declaration from all its independent directors and that they meet the criteria of independence has lay down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of financial year ending 31.03.2017.

BOARD MEETINGS HELD DURING THE FINANCIAL YEAR

During the year, 5 (Five) Board Meetings were convened and held as given below.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Board Meeting Date Attendance Details
30.05.2016 All directors present
28.07.2016 All directors present
11.08.2016 All directors present
11.11.2016 All directors present
14.02.2017 All directors present

BOARD COMMITTEES

The Board has two committees namely, Audit Committee and Shareholders/lnvestors Grievances Committee. The Composition of the primary Committees and their meeting dates are given below:

^lame of the Committee Composition Details of Meetings held during the year
Audit Committee Comprises of three Non- Executive Independent and one Executive Director. Four meetings were held during the year on the following dates:-
Mr. N. G. Anbumani. - • May 30, 2016
Chariman • August 11, 2016
Mr. D. Loganathan • November 11,2016
Mr. Y. Meera Reddy • February 14, 2017
Shareholders/lnvestors Comprises of three Non- Four meetings were held
Grievances Committee Executive Directors and during the year on the
one Executive Director. following dates:-
Mr. D.Loganathan - • May 30, 2016
Chairman • August 11,2016
Mr. N. G. Anbumani - • November 11,2016
Member Mrs. Y. Meera Reddy • February 14, 2017

Details of recommendations of Audit Committee which were not accepted by the board along with reasons

The Audit Committee generally makes certain recommendations to the Board of Directors of the Company during their meetings held to consider any financial results (Unaudited and Audited) and such other matters placed before the Audit Committee as per the Companies Act, 2013and Listing Agreement from time to time. During the year the Board of Directors has considered all the recommendations made by the Audit Committee and has accepted and carried on the recommendations suggested by the Committee to its satisfaction. Hence there are no recommendations unaccepted by the Board of Directors of the Company during the year under review.

DETAILS OF POLICIES DEVELOPED BYTHE COMPANY

Board Diversity

The Company recognizes and values the importance of a diverse board as part of its success. The Company believes that a truly diverse Board will leverage differences in ideas, knowledge, thought, perspective, experience, skill sets, age, ethnicity, religion and genderwhich will go a long way in retaining its competitive advantage.

Whistle Blower Policy-Vigil Mechanism

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. A Vigil (Whistle Blower) mechanism provides a channel to the Employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Code of Conduct or Policy. The mechanism provides for adequate safeguards against victimization of employees and directors to avail of the mechanism and also provide for direct access to the Chairman of the Board/Chairman of the Audit Committee in exceptional cases.

In line with the statutory requirements, the Company has formulated a Whistle Blower Policy/Vigil Mechanism, which covers malpractices and events which have taken place /suspected to have taken place, misuse or abuse of authority, fraud or suspected fraud, violation of company rules, manipulations, negligence causing danger to public health and safety, misappropriation of monies, and other matters or activity on account of which the interest of the Company is or is likely to be affected and formally reported by whistle blowers concerning its employees.

The Managing Director is responsible for the administration, interpretation, application and review of this policy. The Managing Director is also empowered to bring about necessary changes to this Policy, if required at any stage with the concurrence of the Audit Committee. The mechanism also provides for access to the Chairman of the Audit Committee in required circumstances.

EVALUATION OF BOARD, COMMITTEE AND DIRECTORS

Pursuant to provision of the of the Companies Act, 2013 and Regulation 17 of the SEBI (LODR) Regulations, 2015, an annual performance evolution of the performance of the Board the Directors individually as well as the evolution of the working of the Board Committee was carried out based on the criteria and framework adapted by the Board.

TRAINING AND FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

Training and familiarization programmes were not conducted during the year, as the company did not find any suitable candidate for appointed as Independent director on the Board during the year.

This requirement will be met in the forthcoming financial years MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Since the Company did not have any operations during the year, preparation of Management Discussion and Analysis Report may not be applicable to the company.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

Your Company has no subsidiaries, joint venture or associate companies and hence the disclosure does not arise.

AUDITORS

Statutory Auditors

The Audit Committee has recommended the appointment of Mr. S.Jothilingam, Chartered Accountant (M.No.219301) PAN: AIAPJ9482B as statutory auditors of the company in the place of M/s. Ganesh Venkat & Co., Chartered Accountants, whose term expiring at this Annual General Meeting fora period of five year and to hold office from the conclusion of this Annual General Meeting to the conclusion of the Twenty Eighth Annual General Meeting to be held in the year 2022 as per the provision of the Companies Act, 2013 and they confirmed their eligibility and willingness to act as auditor of the company. Hence, the Board recommends their appointment.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. S Dhanapal & Associates, a firm of Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year 2016-2017 is annexed herewith as marked as Annexure-Aand forms part of this report.

PARTICULARS OF EMPLOYEES AND REMUNERATION

Details as required under Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

(i) Details of the employees employed throughout the year and drawing remuneration which in the aggregate exceeds Rs.8,50,000/- p.m. or Rs.1,02,00,000/- p.a. during the financial year.

During the year, no employees were in receipt of remuneration exceeding Rs.1,02,00,000/-.

(ii) None of the employees employed for a part of the financial year, was in receipt of remuneration for any part of that year, which, in the aggregate exceeds Rs.8,50,000/-, during the financial year.

(iii) None of the employees except Managing Director hold by himself or along with his/her spouse and dependent children, more than two per cent of the equity shares of the Company.

Details required as per Section 197 and Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Percentage increase in the median remuneration of employees in the financial year

Name of Director/KMP Amount of Remuneration Per Annum Ratio of remuneration to median remuneration of employees for the FY % increase in remuneration during the FY Comparison of remuneration to performance of company
NIL

During the year, none of the employees were in receipt of remuneration.

Number of permanent employees on the rolls of the company as on 31.03.2017

There were no employees registered on the rolls of the Company as of 31st March 2017.

Explanation on relationship between average increase in remuneration and company performance

Since there was no remuneration given during the year to employees, it does not have impact on companys performance

Variations in Market Capitalization of the Company

There has been no trading in the shares on any of the stock exchanges during the year under review and hence this data has not been provided.

Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;

There was no increment found in salaries of the employees in your company during the financial year.

The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year

There are no employees who receive remuneration in excess of the highest paid Director during the year.

Details of pecuniary relationship or transactions of the non-executive directors vis-a-vis the company

There are currently three Non-Executive Directors in the company of which two directors are Independent Directors. They are not in receipt of any sitting fee for any of the meetings attended.

Mrs. Yerabhagha Meerareddy Prasoona, Non-Executive and Non-Independent Director holds 3,31,610 Equity shares as of 31st March 2017.

Mr. Anbumani Neikkuppai Govindarajan, Non-Executive and Independent Director as of 31st March, 2017.

Mr. Loganathan Dhakshinamoorthy, Non-Executive and Independent Director as of 31st March, 2017.

They do not have any pecuniary relationship or transactions with the Company.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The company does not have any operations and board is of opinion that internal financial control is sufficient to meet the current requirements of the company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal)Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered underthis policy.

The Company has not received any complaint on sexual harassment during the financial period ended 31.03.2017.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

During the year there are no significant and Material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED SINCE 31.03.2017 TILL THE DATE OF THIS REPORT

There are no material Changes and commitments affecting the financial position of the company which has occurred since 31.03.2017 till the date of this report.

EXTRACT OF ANNUAL RETURN

An extract of the Annual Return in form MGT-9 is annexed herewith as marked as Annexure - B and forms part of this report.

RELATED PARTY TRANSACTIONS

As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company has developed a policy on dealing with Related Party Transactions and such policy is disclosed on the companys website www.ykmindustries.com

There were no related party transactions as contemplated under Section 188 of Companies Act, 2013 entered into during the financial year by the company with its Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

Company has not entered into any related parties transaction falling under AS-18.

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

The details on Conservation of energy, technology absorption, foreign exchange earnings and outgo is annexed herewith as marked as Annexure C and forms part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

I. In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review.

iii. The directors have 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.

iv. The directors have prepared the annual accounts on a going concern basis.

v. 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.

vi. The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

DEPOSITORY SYSTEM

Pursuant to the Directions of the Securities and Exchange Board of India, the Companys Securities has been dematerialized and also admitted into National Securities Depository Limited and has been allotted with ISIN - INE332F01018. The Companys Shares are listed.

REPLY TO QUALIFICATIONS IN SECRETARIAL AUDITORS REPORT

The company does not have any operations and hence has not appointed a Company Secretary, Internal Auditor and Chief Financial Officer. Once the operational performance of the company improves, it will appoint company secretary, internal auditor and chief financial officer.

With regard to certain delay in filings, non filings and advertisements to be given, the company will take necessary steps to ensure that such events are not happening in future.

ACKNOWLEDGEMENTS

The Directors would also like to thank members and bankers for the continued support given by them to the Company and their confidence reposed in the management. The Directors appreciate and value the contributions made by every member of YKM Industries Limited.

By Order of The Board/
Place: Chennai For YKM Industries Limited
Date: 30.05.2017
Managing Director Director