swarnajyothi agrotech & power ltd share price Directors report

To

The Members

SWARNAJYOTHI AGROTECH & POWER LIMITED (Formerly Octant Industries Limited)

Your Directors have pleasure in presenting the 21^st Annual Report on the business and operations of the Company together with the Audited Accounts for the year ended 31st March 2015.

1. FINANCIAL RESULTS (Standalone)

Particulars	For the Year ended 31st March (Rs.in Lakhs)
	2015	2014
Sales and Other Income	0.16	3319.68
Profit Before Interest and Depreciation	(61.58)	492.84
Interest & Finance Charges	61.98	176.14
Depreciation	205.32	268.38
Profit before Tax	(328.90)	48.30
Less: Provision for Taxation
Current Tax	0	9.20
Deferred Tax	(221.02)	35.99
Net Profit After Tax	(107.88)	3.11
Balance b/f from previous year	469.68	466.57
Depreciation on assets having no useful life	(134.96)
Total	226.83	469.68
Balance carried to Balance Sheet	226.83	469.68

FINANCIAL SUMMARY:

During the period under review,the company has stopped its operations due to lack of funds and banking operations become NPA.The NPA account has been acquired by an ARC from Bank.During the year net loss of the company after providing depreciation is Rs.107.88 Lakhs (after making provision for Deferred Tax Assets of INR 221.01 Lakhs ) as against Rs.3.10 Lakhs in the previous year,after making provision for deferred tax liability.

DIVIDEND:

The Company has incurred losses during the year under review and hence the directors have not declared any dividend to its members.

SHARE CAPITAL AND DEBENTURES:

The paid-up equity capital of the Company as on March 31,2015 is 25,43,57,840/- consisting of 2,54,35,784 equity shares of INR 10/- each.

ROSPECTS

Your Directors are in the process of reviving the activity by reducing the Bank liability as the higher bank loans are no longer viable business proposition to the company

UTURE PLANS

As stated in the earlier reports the implementation of the 10 MW power plant at Sambalpur Dt.Odisha which is expected to be completed during Sept.13.The project got delayed because of non release of funds by REC and repayment of unsecured loan.However company now arranging funds and PFC also initiated steps to revive the project.Therefore project will be completed by March 2017.The unit rate for the power purchase agreement is also attractive.There is no other unit in the vicinity of the power project area therefore this proposal is viable proposition.The company also ordered for Plant and Machinery and civil works have been completed.All the licenses and approvals are in place.

SUBSIDIARY COMPANIES:

The Company has following 2 subsidiaries as on March 31,2015 namely:

1) SWARNAJYOTHI AGRO & EXPORTS INDIA PRIVATE LIMITED

2) RPVS RENEWABLE ENERGIES PRIVATE LIMITED

There are no associate companies within the meaning of Section 2(6) of the Companies Act,2013 ("Act").There has been no material change in the nature of the business of the subsidiaries.There are no operations in the subsidiary Companies during the year.

Pursuant to provisions of Section 129(3) of the Act,a statement containing salient features of the financial statements of the Companys subsidiaries in Form AOC-1 is attached to the financial statements of the Company.Pursuant to the provisions of section 136 of the Act,the financial statements of the Company,consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries,are available on the website of the Company.The details of the subsidiaries are given in Annexure I in Form AOC-1 and the same forms part of this report

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act,2013,the board of directors,to the best of their knowledge and ability,confirm that:

i. in the preparation of the annual accounts,the applicable accounting standards have been followed and there are no material departures;

ii. they have 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 of the Company for that period;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company,work performed by the internal,statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees,including the audit committee,the board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2014-15.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In terms of provisions of Section 152 of the Companies Act,2013,Sri PRADEEP KUMAR MAHAPATRO,Director of the Company will retire at the ensuring Annual General Meeting and being eligible,offer himself for reappointment.

Pursuant to the provisions of Section 149 of the Act,which came into effect from April 1,2014,BRAHMANANDA ROUT,SUDHANIDHI ROUT and KOLACHANA SHASTRI VENKATESWARA were appointed as independent directors at the last annual general meeting of the Company held on 31st December,2015.The terms and conditions of appointment of independent directors are as per Schedule IV of the Act.They have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year.

During the year,the non-executive directors of the Company had no pecuniary relationship or transactions with the Company.

NUMBER OF MEETINGS OF THE BOARD:

8 meetings of the board were held during the year.For details of the meetings of the board,please refer to the corporate governance report,which forms part of this report.The intervening gap between the Meetings was within the period prescribed under the Companies Act,2013.

BOARD EVALUATION:

The board of directors has carried out an annual evaluation of its own performance,Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49").The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure,effectiveness of board processes,information and functioning,etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees,effectiveness of committee meetings,etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed,meaningful and constructive contribution and inputs in meetings,etc.In addition,the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors,performance of non-independent directors,performance of the board as a whole and performance of the Chairman was evaluated,taking into account the views of executive directors and non-executive directors.The same was discussed in the board meeting that followed the meeting of the independent Directors,at which the performance of the Board,its committees and individual directors was also discussed.

Declaration by an Independent Director(s) and re- appointment,if any:

A declaration by an Independent Director(s) that he/they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act,2013 shall be enclosed as Annexure VI.

An independent director shall hold office for a term up to five consecutive years on the Board of a Company,but shall be eligible for reappointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Boards report.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Companys policy on directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report,which forms part of the directors report.

AUDIT COMMITTEE

The details pertaining to composition of audit committee are included in the Corporate Governance Report,which forms part of this report

AUDITORS

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder,M/s RRK &ASSOCIATES,Chartered Accountants,Hyderabad were appointed as statutory auditors of the Company from the conclusion of the twentieth annual general meeting (AGM) of the Company held on 31st December,2014 till the conclusion of the twenty fourth AGM to be held in the year 2018,subject to ratification of their appointment at every AGM.

AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT:

The auditors report contain the following qualifications,reservations or adverse remarks: The management has replied to the qualifications of the Auditor as follows:

Query: With reference to the Note No.12 of the financial statements wherein the management of the company has considered Trade receivables amounting to Rs.9,54,85,831 as good and fully recoverable.In the absence of external confirmations from the customers from whom these amounts are due or other alternate audit evidence to corroborate managements assessment of recoverability of these balances and with regard to the age of these balances,we are unable to comment the extent to which these balances are recoverable.

Reply: The Material sent to parties are subject to quality checking at their end,the material (castor seeds) contains the heavy moisture when procured effected the quality therefore receivable amount qualified by the auditor of Rs.9,54,85,831.00,can be partly realizable because of quality problems.However the company is trying its level best to collect/settle with the parties in order to reach the amicable solution.

The secretarial auditors report contain the following qualifications,reservations or adverse remarks.The management has replied to the qualifications of the Secretarial Auditor as follows:

Query: The intermittent vacancy caused by resignation of woman director was not filled up by the Board with in the stipulated time.

Reply: Management has taken steps to find a suitable candidate to be appointed as Woman director to comply with the provisions of Companies Act,2013 & listing agreement entered with the Stock Exchanges

Query: The Company has not appointed Key Managerial Person i.e.Company Secretary.

Reply: Availability of the experienced and qualified Company Secretary in the market is less and getting them is difficult and even after giving the advertisement we could not get,therefore the company could not appoint the Company Secretary.However,Company has taken steps to appoint a whole time Company Secretary in the Company.

Query: Annual General Meeting for the financial year ended on 31/03/2014 was not convened within the due date.

Reply: The company operations were stalled by the trade unions and coupled with Financial constrains faced by the company and non-release of funds by REC and unplanned repayment of loan to the long term creditor on his demand which was not envisaged by the company in short term.Due to the above said unavoidable circumstances,company has not conducted the Annual General Meeting.However,Company is conducting the Annual General Meeting for the Financial year 201314 on 31.12.2015.

Query: The company has not complied with the clauses 16,35,41,47(C),49,52 and Reconciliation of Share Capital Audit of the listing agreements entered with BSE Limited and Pune Stock Exchange Reply: Company is in the process of complying with the all the clauses of listing agreement.

Report of the secretarial auditor is given as an annexure which forms part of this report.

RISK MANAGEMENT POLICY:

The Board of the Company has formed a risk management committee to frame,implement and monitor the risk management plan for the Company.The committee is responsible for reviewing the risk management plan and ensuring its effectiveness.The audit committee has additional oversight in the area of financial risks and controls.Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The development and implementation of risk management policy has been covered in the management discussion and analysis,which forms part of this report.

PARTICULARS OF LOANS,GUARANTEES AND INVESTMENTS:

The particulars of loans,guarantees and investments have been disclosed in the financial statements.TRANSACTIONS WITH RELATED PARTIES:

None of the transactions with related parties falls under the scope of Section 188(1) of the Act.Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules,2014 are given in Annexure II in Form AOC-2 and the same forms part of this report.

EXTRACT OF ANNUAL RETURN:

As provided under Section 92(3) of the Act,the extract of annual return is given in Annexure VI in the prescribed Form MGT-9,which forms part of this report.

DISCLOSURE REQUIREMENTS:

As per Clause 49 of the listing agreements entered into with the stock exchanges,A detailed Report on Corporate Governance,Management Discussion and Analysis Report and the Certificate from the Auditors of your Company regarding compliance of conditions of Corporate Governance are attached,which form part of this report.

As per Clause 55 of the listing agreements entered into with the stock exchanges,a business responsibility report is attached and forms part of this annual report.

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns.The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and the revised Clause 49 of the Listing Agreements with stock exchanges

LISTING OF SHARES

The Equity shares of your Company are listed on Pune Stock Exchange and Ahmedabad Stock Exchange.The shares of the Company are being traded on Bombay Stock Exchange (Indonext).

SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under,M/s.Mittapalli Naga Kishore,Practicing Company Secretary have been appointed Secretarial Auditors of the Company.The report of the Secretarial Auditors is enclosed as Annexure V to this report.The report is self-explanatory and do not call for any further comments.

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.

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

The particulars as prescribed under Section 134 of the Companies Act,2013 read with Rule 8(3) of The Companies (Accounts) Rules,2014) are set out in Annexure-III to this report.

PARTICULARS OF EMPLOYEES

There are no employees whose information is required to be disclosed under Section 197 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014.

PERSONNEL

Employees are our vital and most valuable assets.We have created a favorable work environment that encourages innovation and meritocracy.The relationship between the management and staff was very cordial throughout the year under review.Your directors take the opportunity to record their appreciation for the co operation and loyal services rendered by the employees.

APPRECIATION

The Board places on record its deep appreciation of the devoted services of the loyal workers,executives and other staff of the Company who have contributed in no small measure to the performance and the Companys continued inherent strength.

It also extends grateful thanks to the Central and various State Governments,the investors,the banking circles,financial institutions and district level authorities for their continued support extended to the Company from time to time.The Board also places on record their deep sense of appreciation for the committed services of all the employees of the Company.

	By Order of the Board
	SWARNAJYOTHI AGROTECH & POWER LIMITED
	Sd/-
Place: HYDERABAD	MANMOHAN SAHU
Date: 01.12.2015	MANAGING DIRECTOR

ANNEXURE TO THE DIRECTORS REPORT ANNEXURE I Form AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules,2014)

Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures

Part "A": Subsidiaries

(Information in respect of each subsidiary to be presented with amounts in Rs.)

Sl.No.	Particulars	Details
1.	Name of the subsidiary	SWARNAJYOTHI AGRO & EXPORTS INDIA PRIVATE LIMITED RPVS RENEWABLE ENERGIES PRIVATE LIMITED
2.	Reporting period for the subsidiary concerned,if different from the holding companys reporting period	NIL
3.	Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries	NIL
4.	Share capital	INR 100,000/-
5.	Reserves & surplus	NIL
6.	Total assets	INR 115000/-
7.	Total Liabilities	INR 115000/-
8.	Investments	NIL
9.	Turnover	NIL
10.	Profit before taxation	NIL
11.	Provision for taxation	NIL
12.	Profit after taxation	NIL
13.	Proposed Dividend	NIL
14.	% of shareholding	50: 50

Notes: The following information shall be furnished at the end of the statement:

1. Names of subsidiaries which are yet to commence operations

2. Names of subsidiaries which have been liquidated or sold during the year.

Part "B": Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act,2013 related to Associate Companies and Joint Ventures - NIL

1. Names of associates or joint ventures which are yet to commence operations.

2. Names of associates or joint ventures which have been liquidated or sold during the year.

Note: This Form is to be certified in the same manner in which the Balance Sheet is to be certified.

ANNEXURE II

Form No.AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules,2014)

Form for disclosure of particulars of contracts / arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act,2013 including certain arms length transactions under third proviso thereto:

1. Details of contracts or arrangements or transactions not at arms length basis: Company has not entered into any contract or arrangement or transaction with its related parties which is not at arms length during financial year 2014-15.

2. Details of material contracts or arrangement or transactions at arms length basis:

a. Name(s) of the related party and nature of relationship:

b. Nature of contracts / arrangements / transactions:

c. Duration of the contracts / arrangements / transactions: Contract dated as amended on which is ongoing.

d. Salient terms of the contracts or arrangements or transactions including the value,if any:

Company shall (i) provide services to the existing and new clients of

(ii) diligently perform the contract in timely manner and provide services in accordance with the work order issued by

(iii) submit invoices on monthly basis for the services provided for each project as per the terms of contract and TAIC shall promptly pay the same,

(iv) be responsible for all the expenses incurred in connection with providing its services and(v) comply with the local,state and federal laws and regulations applicable while providing services.

e. Date(s) of approval by the Board,if any: Not applicable,since the contract was entered into in the ordinary course of business and on arms length basis.

f. Amount paid as advances,if any: Nil

	On behalf of the board of directors
	SWARNAJYOTHI AGROTECH & POWER LIMITED
	Sd/-
Place: HYDERABAD	MANMOHAN SAHU
Date: 05.12.2015	MANAGING DIRECTOR

ANNEXURE III

The details of conservation of energy,technology absorption,foreign exchange earnings and outgo are as follows:

a) Conservation of energy
(i) the steps taken or impact on conservation of energy	During the year,a host of energy conservation measures were taken
(ii) the steps taken by the company for utilizing alternate sources of energy
(iii) the capital investment on energy conservation equipments

(b) Technology absorption

(i) the efforts made towards technology absorption	NIL
(ii) the benefits derived like product improvement,cost reduction,product development or import substitution	NIL
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-	NIL
(a) the details of technology imported	NIL
(b) the year of import;	NIL
(c) whether the technology been fully absorbed	NIL
(d) if not fully absorbed,areas where absorption has not taken place,and the reasons thereof	NIL
(iv) the expenditure incurred on Research and Development	NIL

Particulars of Foreign Exchange Earning and Outgo (On cash basis)

		(Rs.in Lakhs
Particulars	31.03.2015	31.03.2014
Foreign currency earnings		90.00
Foreign currency expenditure	Nil	Nil
Foreign currency outgo	Nil	Nil

 

	By Order of the Board
	SWARNAJYOTHI AGROTECH & POWER LIMITED
	Sd/-
Place: HYDERABAD	MANMOHAN SAHU
Date: 05.12.2015	MANAGING DIRECTOR

ANNEXURE IV DECLARATION OF INDEPENDENCE

01^st April,2014 To

The Board of Directors

SWARNAJYOTHI AGROTECH & POWER LIMITED 315,LEFT WING AMRUTHAVILLE WELFARE ASSOCIATION,OPP YASHODA HOSPITAL,

RAJBHAVAN ROAD,SOMAJIGUDA HYDERABAD -500082,TELANGANA

Sub: Declaration of independence under clause 49 of the Listing Agreement and sub-section (6) of section 149 of the Companies Act,2013.

I,BRAHMANANDA ROUT,hereby certify that I am a Non-executive Independent Director of SWARNAJYOTHI AGROTECH & POWER LIMITED,and comply with all the criteria of independent director as envisaged in Clause 49 of the Listing Agreement and the Companies Act,2013.

I certify that:

• I possess relevant expertise and experience to be an independent director in the Company;

• I am/was not a promoter of the company or its holding,subsidiary or associate company;

• I am not related to promoters / directors / persons occupying management position at the board level or level below the board in the company,its holding,subsidiary or associate company;

• Apart from receiving director sitting fees / remuneration,I have/had no pecuniary relationship / transactions with the company,its promoters,its directors,its senior management or its holding,subsidiary or associate company,or their promoters,or directors,during the two immediately preceding financial years or during the current financial;

• none of my relatives has or had any pecuniary relationship or transaction with the company,its holding,subsidiary or associate company,or their promoters,or directors,amounting to 2% or more of its gross turnover or total income or Rs.50 Lacs or such higher amount as may be prescribed,whichever is lower,during the two immediately preceding financial years or during the current financial year;

• Neither me nor any of my relatives:

a) holds or has held the position of a key managerial personnel or is or has been employee/executive of the company or its holding,subsidiary or associate company in any of the three financial years immediately preceding the financial year;

b) is or has been an employee or proprietor or a partner,in any of the three financial years immediately preceding the financial year of;

c) firm of auditors or company secretaries in practice or cost auditors of the company or its holding,subsidiary or associate company; or

d) any legal or a consulting firm that has or had any transaction with the company,its holding,subsidiary or associate company amounting to 10% or more of the gross turnover of such firm;

e) holds together with my relatives 2% or more of the total voting power of the company; or

f) is a Chief Executive or director,by whatever name called,of any nonprofit organization that receives 25% or more of its receipts from the company,any of its promoters,directors or its holding,subsidiary or associate company or that holds 2% or more of the total voting power of the company; or

• I am not a material supplier,service provider or customer or a lessor or lessee of the company;

• I am not less than 21 years of age.

Declaration

I undertake that I shall seek prior approval of the Board if and when I have any such relationship / transactions,whether material or non-material.If I fail to do so I shall cease to be an independent director from the date of entering in to such relationship / transactions.

Further,I do hereby declare and confirm that the above said informations are true and correct to the best of my knowledge as on the date of this declaration of independence and I shall take responsibility for its correctness and shall be liable for fine if any imposed on the Company,its directors,if the same found wrong or incorrect in future.

I further undertake to intimate immediately upon changes,if any,to the Company for updating of the same.

Thanking you,

Yours faithfully,

BRAHMANANDA ROUT

DIN: 03079834

PLOT NO.- 1717,SRIRAM NAGAR,OLD TOWN,Orissa,INDIA - 751002

DECLARATION OF INDEPENDENCE

01^st April,2014 To

The Board of Directors

SWARNAJYOTHI AGROTECH & POWER LIMITED 315,LEFT WING AMRUTHAVILLE WELFARE ASSOCIATION,OPP YASHODA HOSPITAL,

RAJBHAVAN ROAD,SOMAJIGUDA HYDERABAD -500082,TELANGANA

Sub: Declaration of independence under clause 49 of the Listing Agreement and sub-section (6) of section 149 of the Companies Act,2013.

I,KOLACHANA SHASTRI VENKATESWARA,hereby certify that I am a Non-executive Independent Director of SWARNAJYOTHI AGROTECH & POWER LIMITED,and comply with all the criteria of independent director as envisaged in Clause 49 of the Listing Agreement and the Companies Act,2013.

I certify that:

• I possess relevant expertise and experience to be an independent director in the Company;

• I am/was not a promoter of the company or its holding,subsidiary or associate company;

• I am not related to promoters / directors / persons occupying management position at the board level or level below the board in the company,its holding,subsidiary or associate company;

• Apart from receiving director sitting fees / remuneration,I have/had no pecuniary relationship / transactions with the company,its promoters,its directors,its senior management or its holding,subsidiary or associate company,or their promoters,or directors,during the two immediately preceding financial years or during the current financial;

• none of my relatives has or had any pecuniary relationship or transaction with the company,its holding,subsidiary or associate company,or their promoters,or directors,amounting to 2% or more of its gross turnover or total income or Rs.50 Lacs or such higher amount as may be prescribed,whichever is lower,during the two immediately preceding financial years or during the current financial year;

• Neither me nor any of my relatives:

a) holds or has held the position of a key managerial personnel or is or has been employee/executive of the company or its holding,subsidiary or associate company in any of the three financial years immediately preceding the financial year;

b) is or has been an employee or proprietor or a partner,in any of the three financial years immediately preceding the financial year of;

c) firm of auditors or company secretaries in practice or cost auditors of the company or its holding,subsidiary or associate company; or

d) any legal or a consulting firm that has or had any transaction with the company,its holding,subsidiary or associate company amounting to 10% or more of the gross turnover of such firm;

e) holds together with my relatives 2% or more of the total voting power of the company; or

f) is a Chief Executive or director,by whatever name called,of any nonprofit organization that receives 25% or more of its receipts from the company,any of its promoters,directors or its holding,subsidiary or associate company or that holds 2% or more of the total voting power of the company; or

• I am not a material supplier,service provider or customer or a lessor or lessee of the company;

• I am not less than 21 years of age.

Declaration

I undertake that I shall seek prior approval of the Board if and when I have any such relationship / transactions,whether material or non-material.If I fail to do so I shall cease to be an independent director from the date of entering in to such relationship / transactions.

Further,I do hereby declare and confirm that the above said informations are true and correct to the best of my knowledge as on the date of this declaration of independence and I shall take responsibility for its correctness and shall be liable for fine if any imposed on the Company,its directors,if the same found wrong or incorrect in future.

I further undertake to intimate immediately upon changes,if any,to the Company for updating of the same.

Thanking you,

Yours faithfully,

KOLACHANA SHASTRI VENKATESWARA

DIN: 06489681

1-8-115/2,BAGHALINGAMPALLY,ROAD CHIKKADPALLY,HYDERABAD,500020

Andhra Pradesh,INDIA

01^st April,2014 To

The Board of Directors

SWARNAJYOTHI AGROTECH & POWER LIMITED 315,LEFT WING AMRUTHAVILLE WELFARE ASSOCIATION,OPP YASHODA HOSPITAL,

RAJBHAVAN ROAD,SOMAJIGUDA HYDERABAD -500082,TELANGANA

Sub: Declaration of independence under clause 49 of the Listing Agreement and sub-section (6) of section 149 of the Companies Act,2013.

I,Mr.SUDHANIDHI ROUT,hereby certify that I am a Non-executive Independent Director of SWARNAJYOTHI AGROTECH & POWER LIMITED,and comply with all the criteria of independent director as envisaged in Clause 49 of the Listing Agreement and the Companies Act,2013.

I certify that:

• I possess relevant expertise and experience to be an independent director in the Company;

• I am/was not a promoter of the company or its holding,subsidiary or associate company;

• I am not related to promoters / directors / persons occupying management position at the board level or level below the board in the company,its holding,subsidiary or associate company;

• Apart from receiving director sitting fees / remuneration,I have/had no pecuniary relationship / transactions with the company,its promoters,its directors,its senior management or its holding,subsidiary or associate company,or their promoters,or directors,during the two immediately preceding financial years or during the current financial;

• none of my relatives has or had any pecuniary relationship or transaction with the company,its holding,subsidiary or associate company,or their promoters,or directors,amounting to 2% or more of its gross turnover or total income or Rs.50 Lacs or such higher amount as may be prescribed,whichever is lower,during the two immediately preceding financial years or during the current financial year;

• Neither me nor any of my relatives:

a) holds or has held the position of a key managerial personnel or is or has been employee/executive of the company or its holding,subsidiary or associate company in any of the three financial years immediately preceding the financial year;

b) is or has been an employee or proprietor or a partner,in any of the three financial years immediately preceding the financial year of;

c) firm of auditors or company secretaries in practice or cost auditors of the company or its holding,subsidiary or associate company; or

d) any legal or a consulting firm that has or had any transaction with the company,its holding,subsidiary or associate company amounting to 10% or more of the gross turnover of such firm;

e) holds together with my relatives 2% or more of the total voting power of the company; or

f) is a Chief Executive or director,by whatever name called,of any nonprofit organization that receives 25% or more of its receipts from the company,any of its promoters,directors or its holding,subsidiary or associate company or that holds 2% or more of the total voting power of the company; or

• I am not a material supplier,service provider or customer or a lessor or lessee of the company;

• I am not less than 21 years of age.

Declaration

I undertake that I shall seek prior approval of the Board if and when I have any such relationship / transactions,whether material or non-material.If I fail to do so I shall cease to be an independent director from the date of entering in to such relationship / transactions.

Further,I do hereby declare and confirm that the above said informations are true and correct to the best of my knowledge as on the date of this declaration of independence and I shall take responsibility for its correctness and shall be liable for fine if any imposed on the Company,its directors,if the same found wrong or incorrect in future.

I further undertake to intimate immediately upon changes,if any,to the Company for updating of the same.

Thanking you,

Yours faithfully,

SUDHANIDHI ROUT DIN: 05275676

QTR NO.4R-2,UNIT 8,GOPABANDHU SQUARE,BHUBANESWAR,Orissa,INDIA- 751012

ANNEXUREV

Form No.MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31^st MARCH,2015 [Pursuant to section 204(1) of the Companies Act,2013 and rule No.9 of the Companies(Appointment and

Remuneration Personnel) Rules,2014]

To

The Members

Swarnajyothi Agrotech & Power Limited

Corporate Identity Number (CIN): L40300TG1994PLC078932

Authorised Capital: Rs.31.00 Crores

I,have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Swarnajyothi Agrotech & Power Limited(hereinafter called the company).Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Swarnajyothi Agrotech and Power Limiteds books,papers,minute books,forms and returns filed and other records maintained by the company and also the information provided by the Company,its officers,agents and authorized representatives during the conduct of secretarial audit,I hereby report that in my opinion,the company has,during the audit period covering the financial year ended on 31^st March,2015 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent,in the manner and subject to the reporting made hereinafter:

I, have examined the books,papers,minute books,forms and returns filed and other records maintained by the Company a listed Public Company for the financial year ended on 31^st March,2015 according to the provisions of:

(i) The Companies Act,2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act,1956 (SCRA) and the rules made thereunder;

(iii) The Depositories Act,1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act,1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment,Overseas Direct Investment and External Commercial Borrowings;

(v) ThefollowingRegulationsandGuidelinesprescribedundertheSecuritiesandExchange Board of India Act,1992 (SEBI Act): -

a) The Securities and Exchange Board of India(Substantial Acquisition of Shares and Takeovers)Regulations,2011;

b) The Securities and Exchange Board of India(Prohibition of Insider Trading) Regulations,1992;

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)Regulations,2009;

d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,1999;

e) The Securities and Exchange Board of India(Issue and Listing of Debt Securities) Regulations,2008;

f) The Securitiesand Exchange BoardofIndia (Registrarstoan Issue and ShareTransfer Agents)Regulations,1993 regarding the Companies Act and dealing with client;

g) TheSecuritiesandExchangeBoardofIndia(DelistingofEquityShares)Regulations,2009; and

h) The Securities and Exchange Board of India (Buy back of Securities)Regulations,1998;

(vi) Other laws applicable to the company as provided by the management as mentioned below:

• Employees State Insurance Act,1948 and Employees State Insurance (General) Regulations,1950;

• Employees Provident Funds and Miscellaneous Provisions Act,1952and the Employees Provident Funds Scheme,1952;

• Payment of Bonus Act,1965 and the Payment of Bonus Rules,1965;

• Employment Exchanges(Compulsory Notification of Vacancies )Act,1959

• Contract Labour (Regulation and Abolition) Act,1970 and the Contract Labour (Regulation and Abolition) Central Rules,1971;

• Factories Act,1948 and the rules made thereunder;

• A.P.Shops and Establishment Act,1988;

• Water (Prevention and Control of Pollution) Act,1974

• Air (Prevention and Control of Pollution) Act,1981

• Environment Protection Act,1986

• Public Liability Insurance Act,1991

• Indian Boilers Act,1923

• Explosives Act,1884

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with BSE Limited; Pune Stock Exchange;

During the period under review the Company has complied with the provisions of the Act,Rules,Regulations,Guidelines,Standards,etc.mentioned above except to the extent as mentioned below:

1.The intermittent vacancy caused by resignation of woman director was not filled up by the Board with in the stipulated time.

1. The Company has not appointed Key Managerial Person i.e.Company Secretary.

2. Annual General Meeting for the financial year ended on 31/03/2014 was not convened with in the due date.

3. The company has not complied with the clauses 16,35,41,47(C),49,52 and Reconciliation of Share Capital Audit of the listing agreements entered with BSE Limited and Pune Stock Exchange.

I,further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors,NonExecutive Directors and Independent Directors.The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings,agenda and detailed notes on agenda were sent at least seven days in advance,and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members views are captured and recorded as part of the minutes.

I,further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws,rules,regulations and guidelines.

I, further report that during the audit period the company not entered into / carried out any activity that has major bearing on the companys affairs.

Place: Hyderabad	(M.Naga Kishore)
Dated: 05-12-2015	Company Secretary in Practice
	FCS No.: 7684
	CP No.: 13597

This report is to be read with our letter of even date which is annexed as Annexure -A and forms an integral part of this report.

ANNEXURE-A

To

The Members,

Swarnajyothi Agrotech & Power Limited

Corporate Identity Number (CIN): L40300TG1994PLC078932

Authorised Capital: Rs.31.00 Crores

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company.Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records.The verification was done on test basis to ensure that correct facts are reflected in secretarial records.We believe that the processes and practices,we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and books of accounts of the company.

4. Where ever required,we have obtained the Management representation about the compliance of laws,rules and regulations and happening of events etc.

5. The compliance of the provisions of corporate and other applicable laws,rules,regulations,standards is the responsibility of management.Our examination was limited to the verification of procedures on test basis.

6. The secretarial audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

Place: Hyderabad	(M.Naga Kishore)
Dated: 05-12-2015	Company Secretary in Practice
	FCS No.: 7684
	CP No.: 13597