Sunedison Infrastructure Ltd Management Discussions.

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

At the Annual General Meeting held on 25th September, 2014, M/s. Ganesh Venkat & Co.,, Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2017. In terms of the first proviso to Section 139 of the Companies Act, 2013, the matter of appointment of the auditors shall be placed for ratification at every Annual General Meeting of the company. Accordingly, the appointment of M/s. Ganesh Venkat & Co., Chartered Accountants, as statutory auditors of the company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that their appointment is ratified by the shareholders, it would be in accordance with the provisions of Section 141.

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 2015-2016 is annexed herewith as marked as Annexure A and 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 Rupees One Crore and two lakhs or more per annum, during the financial year.

During the year, no employees were in receipt of remuneration exceeding Rs. One Crore and Two Lakhs in aggregate, per annum.

(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 Rupees Eight Lakh and Fifty Thousand per month, 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 percent 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 31.03.2016

There were no employees registered on the rolls of the Company as of 31st March 2016.

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--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.

Ms. Yerabhagha Meerareddy Prasoona, Non-Executive and Non-Independent Director holds 3,31,610 Equity shares as of 31st March 2016.

Mr. Anbumani Neikkuppai Govindarajan, Non-Executive and Independent Director as of 31st March, 2016.

Mr. Loganathan Dhakshinamoorthy, Non-Executive and Independent Director as of 31st March, 2016.

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 under this policy.

The Company has not received any complaint on sexual harassment during the financial period ended 31.03.2016.

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 31.03.2016 TILL THE DATE OF THIS REPORT

There are no material Changes and commitments affecting the financial position of the company which has occurred since 31.03.2016 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 Listing Obligations and Disclosure Requirements, 2014, 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.

The details of Related Party Transactions as required under AS-18 are provided in the Notes to the Accounts.

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 Exchan 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 company does not haveany operations and hence has not appointed a Company Secretary, Internal Auditor and Chief Financial Officer. Once the operational performance of the compancompany improves, it will appoint company secretary, internal auditor and chief financial officer. New directors have been appointed on the Board after the closure of the Financial Year and the qualifications pertaining to non apappointment of independent directors is being addressed by the company 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 the order of the Board
For YKM INDUSTRIES LIMITED
Place: Chennai Sd/ Sd/
Date: 30.05.2016 Managing Director Director