jyothi infraventures limited€¦ · jyothi infraventures limited annual report 2014-2015 notice...

JYOTHI INFRAVENTURES LIMITED(Formerly Known as Boss Securities Limited)

20th

ANNUAL REPORT

2014 - 2015

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JYOTHI INFRAVENTURES LIMITED Annual Report 2014-2015

CORPORATE INFORMATION

Board of Directors:

1. Mrs.T.Sailaja - Managing Director(DIN: 00127831)

2. Mr. Ch. Sujan - Independent Director(DIN: 02810450)

3. Mr.Ch.Krishnaiah - Independent Director(DIN: 03142004)

4. Mr. R. Meghanath Goud - Independent Director(DIN: 03610689)

5. Mr. Sambasiva Prasad Eadara - Independent Director(DIN: 05299313)

Registered Office:

#8-2-293/82/J/B/1 to 3 Plot No.83B,Journalists Colony, Opposite Apollo Hospital,Jubilee Hills, Hyderabad-500033, Telangana

Statutory Auditors:

M/S. M M Reddy & Co.,Chartered Accountants,Rajbhavan Road, Somajiguda,Hyderabad- 500 082

Audit Committee:

1. Mr. Ch. Sujan2. Mrs.T.Sailaja3. Mr. R. Meghanath Goud4. Mr. Sambasiva Prasad Eadara

Nomination & Remuneration Committee:

1. Mr. Ch. Sujan2. Mrs.T.Sailaja3. Mr.Ch.Krishnaiah4. Mr. Sambasiva Prasad Eadara

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Stakeholders Relationship Committee:

1. Mr. Ch. Sujan2. Mrs.T.Sailaja3. Mr.Ch.Krishnaiah4. Mr. R. Meghanath Goud

Risk Management Committee

1. Mr.Ch.Krishnaiah2. Mrs.T.Sailaja3. Mr. Ch. Sujan

Independent Director Committee

1. Mr. Ch.Krishnaiah2. Mr. Ch. Sujan3. Mr. R. Meghanath Goud4. Mr. Sambasiva Prasad Eadara

Bankers:

Axis Bank- Jubilee HillsHDFC Bank- QutbullapurState Bank of Hyderabad- jubilee hills

Listing/Trading:

Bombay Stock Exchange Ltd.,

Registrar & Share Transfer Agents:

XL Softech Systems Ltd3, Sagar Society, Road No. 2,Banjara Hills, Hyderabad-500034.Phone No.23545913, Fax:23553214

Corporate Identity Number:

L45203TG1995PLC019867

Demat ISIN Number CDSL & NSDL:

INE681K01018

Website:

www.jyothiinfraventures.com

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NOTICE

NOTICE is hereby given that the Twentieth Annual General Meeting of M/s.Jyothi Infraventures Limited will be held on the Wednesday, 30th September,2015 at 10.00 A.M. at Registered Office of the Company at 8-2-293/82/J/B/1 to 3 Plot No.83B, Journalists cly, Opposite Apollo Hospital, JubileeHills,Hyderabad-500033, Telangana to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Balance Sheet as at 31stMarch 2015 and the Profit & Loss Account for the year ended on thatdate together with the Reports of the Board of Directors and the Auditorsthereon.

2. To appoint a Director in the place of Mrs.T.Sailaja (DIN: 00127831)who retires by rotation and being eligible, offers herself forreappointment and if thought fit, to pass with or without modification,the following resolution as an ordinary Resolution:

“Resolved that subject to the applicable provisions of the CompaniesAct, Including the applicable rules there under, Mrs.T.Sailaja, be and ishereby reappointed as Director of the Company, whose period of officeshall be liable for retirement by rotation.”

3. To appoint M/s. M. M. Reddy & Co., Chartered Accountants as Auditorsof the Company and to hold office from the conclusion of this AnnualGeneral Meeting until conclusion of the next Annual General Meetingand to authorize the Board to fix their remuneration.

SPECIAL BUSINESS:

4. AMENDMENT OF ARTICLES OF ASSOCIATION OF THE COMPANY

To consider and if thought fit, to pass, with or without modification(s)the following resolution as Special Resolution:

“RESOLVED THAT pursuant to provisions of Section 5 read with Section14 and all other applicable provisions of the Companies Act, 2013(including any statutory modification(s) or re-enactment thereof, forthe time being in force) and the new draft Articles as contained in theArticles of Association submitted be and are hereby approved andadopted in substitution, and to the entire exclusion of the regulationscontained in the existing Articles of Association of the Company.”

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“FURTHER RESOLVED THAT the Board of Directors of the Company(which term shall be deemed to include any Committee of the Boardconstituted to exercise its powers, including the powers conferred bythis resolution) and any one of Directors of the Company, be and arehereby severally authorised to take all such steps as may be necessary,proper and expedient to give effect to this resolution.”

For and on behalf of the Board of

Jyothi Infraventures Limited

Sd/-

Place: Hyderabad T. Sailaja

Date: 24-08-2015 Managing Director

(DIN: 00127831)

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NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TOAPPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND A PROXY NEED NOT BE A MEMBER OF THECOMPANY. The instrument of Proxy in order to be effective shall bedeposited at the Corporate Office of the Company by not less than 48hours before the commencement of the Meeting.

Pursuant to the provisions of Section 105 of the Companies Act, 2013,a person can act as a proxy on behalf of not more than fifty (50)members and holding in aggregate not more than 10% of the totalshare capital of the Company carrying voting rights. A member holdingmore than 10% of the total share capital of the Company carrying votingrights may appoint a single person as proxy, who shall not act as aproxy for any other person or shareholder. The appointment of proxyshall be in the Form No. MGT.11 annexed herewith.

2. Explanatory Statement pursuant to Section 102 of the Companies Act,2013, in respect of the Special Business to be transacted at the AnnualGeneral Meeting as set out in the Notice is annexed hereto.

3. The Register of Members and Share Transfer Books of the Companywill remain closed from 26.09.2015 to 30.09.2015 (Both days inclusive).

4. Members holding shares in the electronic form are requested to informany changes in address/bank mandate directly to their respectiveDepository Participants.

5. Members are requested to hand over the enclosed Attendance Slip,duly signed in accordance with their specimen signature(s) registeredwith the Company for admission to the meeting hall. Members whohold shares in dematerialized form are requested to bring their ClientID and DP ID Numbers for identification.

6. Corporate Members are requested to send to the Company’s Registrar& Transfer Agent, a duly certified copy of the Board Resolutionauthorizing their representative to attend and vote at the Annual GeneralMeeting.

7. In case of joint holders attending the Meeting, only such joint holderswho are higher in the order of names will be entitled to vote.

8. The Securities and Exchange Board of India (SEBI) has mandated the

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submission of Permanent Account Number (PAN) by every participantin securities market. Members holding shares in electronic form are,therefore requested to submit the PAN to their Depository Participantwith whom they are maintaining their demat accounts. Membersholding shares in physical form can submit their PAN details to theCompany.

9. As a measure of austerity, copies of the annual report will not bedistributed at the Annual General Meeting. Members are therefore,requested to bring their copies of the Annual Report to the Meeting.

10. Members holding shares in the same name under different ledger foliosare requested to apply for Consolidation of such folios and send therelevant share certificates to XL Softech Systems Ltd, Share TransferAgents of the Company for their doing the needful.

11. Electronic copy of the Annual Report for 2014-15 is being sent to allthe members whose email IDs are registered with the Company/Depository Participants(s) for communication purposes unless anymember has requested for a hard copy of the same. For memberswho have not registered their email address, physical copies of theAnnual Report for 2014-2015 is being sent in the permitted mode.

12. Members may also note that the Notice of the 20th Annual GeneralMeeting and the Annual Report for 2014-15 will also be available onthe Company’s website jyothiinfraventures.com for their download. Thephysical copies of the aforesaid documents will also be available atthe Company’s Registered Office for inspection during normal businesshours on working days. Even after registering for e-communication,members are entitled to receive such communication in physical form,upon making a request for the same, by post free of cost. For anycommunication, the shareholders may also send requests to theCompany’s investor email id [email protected]

13. In respect of shares held in physical mode, all shareholders arerequested to intimate changes, if any, in their registered addressimmediately to the registrar and share transfer agent of the companyand correspond with them directly regarding share transfer/transmission /transposition, Demat/Remat, change of address, issueof duplicate shares certificates, ECS and nomination facility.

14. In terms of Section 72 of the Companies Act, 2013, a member of thecompany may nominate a person on whom the shares held by him/

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her shall vest in the event of his/her death. Members desirous of availingthis facility may submit nomination in prescribed Form-SH-13 to thecompany/RTA in case shares are held in physical form, and to theirrespective depository participant, if held in electronic form.

15. The voting rights of shareholders shall be in proportion to their sharesof the paid up equity share capital of the Company as on the cut-offdate (record date) of 25.09.2015.

16. The Register of Directors’ and Key Managerial Personnel and theirshareholding maintained under Section 170 of the Companies Act,2013, the Register of Contracts or arrangements in which the directorsare interested under Section 189 of the Companies Act, 2013, will beavailable for inspection at the AGM.

17. Relevant documents referred to in the accompanying Notice, as wellas Annual Reports and Annual Accounts of the Subsidiaries Companieswhose Annual Accounts have been consolidated with the Companyare open for inspection at the Registered Office of the Company, duringthe office hours, on all working days between 10.00 A.M. to 5.00 P.M.up to the date of Annual General Meeting.

18. The Ministry of Corporate Affairs (vide circular nos. 17/2011 and 18/2011 dated April 21 and April 29, 2011 respectively), has undertaken a‘Green Initiative in Corporate Governance’ and allowed companies toshare documents with its shareholders through an electronic mode.Members are requested to support this green initiative by registering/uploading their email addresses, in respect of shares held indematerialized form with their respective Depository Participant and inrespect of shares held in physical form with the Company’s Registrarand Share Transfer Agents.

19. Voting through electronic means

In compliance with provisions of Section 108 of the Companies Act,2013 and Rule 20 of the Companies (Management and Administration)Rules, 2014, the Company is pleased to provide members facility toexercise their right to vote at the 20th Annual General Meeting (AGM)by electronic means and the business may be transacted through e-Voting Services provided by Central Depository Services (India) Limited(CDSL).

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The instructions for e-voting are as under:

(A) In case of members receiving e-mail:

(i) Log on to the e-voting website www.evotingindia.com

(ii) Click on “Shareholders” tab to cast your votes.

(iii) Now, select the Electronic Voting Sequence Number - “EVSN”along with “COMPANY NAME” from the drop down menu andclick on “SUBMIT”

(iv) Enter your User ID- For CDSL: 16 digits beneficiary ID followedby 8 Digits Client ID, Members holding shares in Physical formshould enter Folio Number registered with the Company and thenenter the Captcha Code as displayed and click on login.

(v) If you are holding shares in Demat form and have already votedearlier on www.evotingindia.com for a voting of any Company,then your existing login id and password are to be used. If youare a first time user follow the steps given below.

(vi) Now, fill up the following details in the appropriate boxes:

For Members holding shares For Members holding sharesin Demat Form in Physical Form

User ID For CDSL: 16 digits beneficiary ID Folio Number registered with the Company

For NSDL: 8 Character DP IDfollowed by 8 Digits Client ID

PAN* Enter your 10 digit alpha-numeric *PAN issued by Income Tax Departmentwhen prompted by the system while e-voting (applicable for both dematshareholders as well as physical shareholders)

DOB# Enter the Date of Birth as recorded in your demat account or in the companyrecords for the said demat account or folio in dd/mm/yyyy format.

Dividend Enter the Dividend Bank Details as recorded in your demat account or inBank the company records for the said demat account or folio.Details#

* Members who have not updated their PAN with the Company/DepositoryParticipant are requested to use the first two letters of their name and thesequence number (available in the Address Label pasted in the cover and/or in the e-mail sent to Members) in the PAN field. In case the sequencenumber is less than 8 digits enter the applicable number of 0’s before the

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number after the first two characters of the name. Eg. If your name is Mohanwith sequence number 1 then enter MO00000001 in the PAN Field.

# please enter any one of the details in order to login. In case both thedetails are not recorded with the depository or Company, please enter theMember id/folio number in the Dividend Bank details field.

(vii) After entering these details appropriately, click on “SUBMIT” tab.

(viii) Members holding shares in physical form will then reach directly theEVSN selection screen. However, members holding shares in dematform will now reach ‘Password Creation’ menu wherein they arerequired to mandatorily enter their login password in the new passwordfield. The new password has to be minimum eight characters consistingof at least one upper case (A-Z), one lower case (a-z), one numericvalue (0-9) and a special character(@ # $ %& *). Kindly note that thispassword is also to be used by the demat holders for voting forresolutions of any other company on which they are eligible to vote,provided that company opts for e-voting through CDSL platform. It isstrongly recommended not to share your password with any otherperson and take utmost care to keep your password confidential. Kindlynote that this changed password is to be also used by the Dematholders for voting for resolutions for the Company or any otherCompany on which they are eligible to vote, provided that Companyopts for e-voting through CDSL platform.

(ix) Click on the relevant EVSN on which you choose to vote.

(x) On the voting page, you will see Resolution Description and againstthe same the option “YES/NO” for voting. Select the option YES or NOas desired. The option YES implies that you assent to the Resolutionand option NO implies that you dissent to the Resolution.

(xi) Click on the “Resolutions File Link” if you wish to view the entireResolutions.

(xii) After selecting the resolution you have decided to vote on, click on“SUBMIT”. A confirmation box will be displayed. If you wish to confirmyour vote, click on “OK”, else to change your vote, click on “CANCEL”and accordingly modify your vote.

(xiii) Once you “CONFIRM” your vote on the resolution, you will not beallowed to modify your vote.

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(xiv) You can also take out print of the voting done by you by clicking on“Click here to print” option on the Voting page.

(xv) If Demat account holder has forgotten the same password then enterthe User ID and the image verification code and click on ForgotPassword & enter the details as prompted by the system.

(II) In case of members receiving the Physical copy of Notice of AGM

[for members whose e-mail IDs are not registered with the

company/ depository participant(s) or requesting physical copy]:

(A) Please follow all steps from sl. no. (ii) to sl. no. (xii) above, to castvote.

(B) Institutional shareholders (i.e., other than individuals, HUF, NRIetc.) are required to log on to https://www.evotingindia.com andregister themselves, link their account which they wish to vote onand then cast their vote. They should upload a scanned copy ofthe Board Resolution and POA in favor of the Custodian whothey have authorized to vote on their behalf, in PDF format in thesystem for the scrutinizer to verify the vote.

(C) The voting period begins on 27.09.2015 at 9.00 A.M. and endson 29.09.2015 at 5.00.P.M. During this period shareholders’ ofthe Company, holding shares either in physical form or indematerialized form, as on 25.09.2015 may cast their voteelectronically. The e-voting module shall be disabled by CDSLfor voting thereafter. Once the vote on a resolution is cast by theshareholder, the shareholder shall not be allowed to change itsubsequently.

(D) In case you have any queries or issues regarding e-voting, youmay refer the Frequently Asked Questions (“FAQs”) and e-votingmanual available at www.evotingindia.com under help section orwrite an email to [email protected].

(xvi) Mr. S. Sarveswar Reddy, Practicing Company Secretary, bearing C.P.Number 7478 has been appointed as the Scrutinizer to scrutinize thee-voting process.

(xvii) The Scrutinizer shall within a period not exceeding three (3) workingdays from the conclusion of the e-voting period unblock the votes inthe presence of at least two (2) witnesses not in the employment of the

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Company and make a Scrutinizer’s Report of the votes cast in favor oragainst, if any, forthwith to the Chairman of the Company.

(xviii) The Results shall be declared on or after the AGM of the Company.The Results declared along with the Scrutinizer’s Report shall be placedon the Company’s website www.jyothiinfraventures.com and on thewebsite of CDSL within two(2) days of passing of the resolutions at theAGM of the Company and communicated to the BSE Limited.



Sd/-



(DIN: 00127831)

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EXPLANATORY STATEMENT(Pursuant to Section 102 of the Companies Act, 2013)

ITEM NO. 4

The Articles of Association of the Company (“Articles”) as currently in forcewas adopted pursuant to the provisions under the Companies Act, 1956.The Companies Act, 1956 has been superseded by the Companies Act,2013. The references to specific sections of the Companies Act, 1956 in theexisting Articles of Association is hence to be amended to align the extantArticles with the provisions of the Companies Act, 2013 and rules thereunder.

Salient aspects of the proposed amended Articles:

Under the proposed amended Articles, salient aspects of sections of Table-F of Schedule I to the Companies Act, 2013 which sets out the model articlesof association for a Company limited by shares have been adopted. Asmentioned in the previous para, changes that are required to be carried outpursuant to the Companies Act, 2013 and rules thereunder coming intoforce have been duly carried out. A copy of the amended proposed Articlesis enclosed to this Notice for consideration / approval of the Members.

The resolution as set out in item no. 4 has been recommended by the Boardof Directors for approval of the Members by special resolution.

The proposed new draft of Articles of Association is also available forinspection by the Members at the Registered Office of the Company on anyworking day excluding public holidays and Sunday from the date here upto 30.09.2015.

None of the Directors or Key Managerial Personnel of the Company or theirrelatives are in any way are concerned or interested, financially or otherwise,in the Special Resolution set out at item No. 4 of the Notice.



Sd/-



(DIN: 00127831)

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DIRECTORS’ REPORT

To,The Members of M/s Jyothi Infraventures Limited

We have pleasure in presenting the Twentieth Annual report together withAudited accounts for the year ended 31st March, 2015.

FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFAIRS:

The performance during the period ended 31st March, 2015 has been asunder:

(Amount In Rs.)

Particulars 2014-2015 2013-2014

Total Income - 5,06,120

Total Expenditure 1,19,75,727 21,69,471

Profit Before Tax (1,19,75,727) (16,63,351)

Provision for Tax - -

Profit/(Loss) after Tax (1,19,75,727) (16,63,351)

Transfer to General Reserves - -

Profit available for appropriation (1,19,75,727) (16,63,351)

Provision for Proposed Dividend - -

Provision for Corporate Tax - -

Balance Carried to Balance Sheet (1,19,75,727) (16,63,351)

PERFORMANCE REVIEW:

The Company has recorded a turnover of Rs. Nil and sustained a Loss ofRs. 1, 19, 75,727 in the current year against the turnover of Rs. 5,04,099and a Loss of Rs. 16,63,351 in the previous financial year ending 31.03.2014.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There were no material changes and commitments affecting financial positionof the company between 31st March and the date of Board’s Report.

CHANGE IN THE NATURE OF BUSINESS:

During the year the Company has not changed its business activities.

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DIVIDEND:

Your Directors have decided not to recommend dividend for the year as theCompany do not have profit.

BOARD MEETINGS:

The Board of Directors met 6 times during the year on 09.05.2014,23.05.2014, 28.06.2014, 22.07.2014, 14.11.2014, 14.02.2015 and themaximum gap between any two meetings was less than four months, asstipulated under Clause 49.

DIRECTORS AND KEY MANANGERIAL PERSONNEL:

Mrs. T. Sailaja (DIN: 00127831) who retires by rotation and being eligible forreappointment.

Details of Directors seeking re-appointment at the forthcoming AGM

(In Pursuance of Clause 49 of the Listing Agreement)

NAME T. SAILAJA

Date of Birth 05-07-1966

Date of Appointment 26-03-2011

Qualifications M.Com.,

Nature of Experience in Administration & Finance inspecific functional areas Dairy and Hospitality fields

No. of Shares held in 1153080the Company as on 31-03-2015

Members of the Committee of Audit Committee, ShareholdersBoard of Directors of the Company Grievance Committee &

Remuneration Committee

Directorships held in other NILCompanies Excluding Private Limitedand Foreign Companies

Chairman/Member in Mandatory NILCommittee of the Companies

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POLICY FOR SELECTION OF DIRECTORS AND DETERMINING

DIRECTORS’ INDEPENDENCE:

1. Scope:

This policy sets out the guiding principles for the Nomination &Remuneration Committee for identifying persons who are qualified tobecome Directors and to determine the independence of Directors, incase of their appointment as independent Directors of the Company.

2. Terms and References:

2.1 “Director” means a director appointed to the Board of a Company.

2.2 “Nomination and Remuneration Committee means thecommittee constituted in accordance with the provisions ofSection 178 of the Companies Act, 2013 and clause 49 of theEquity Listing Agreement.

2.3 “Independent Director” means a director referred to in sub-section (6) of Section 149 of the Companies Act, 2013 and Clause49(II)(B) of the Equity Listing Agreement.

3. Policy:

Qualifications and criteria

3.1.1 The Nomination and Remuneration Committee, and the Board, shallreview on annual basis, appropriate skills, knowledge and experiencerequired of the Board as a whole and its individual members. Theobjective is to have a board with diverse background and experiencethat are relevant for the Company’s operations.

3.1.2 In evaluating the suitability of individual Board member the Nominationand Remuneration Committee may take into account factors, such as:

– General understanding of the company’s business dynamics,global business and social perspective;

– Educational and professional background

– Standing in the profession;

– Personal and professional ethics, integrity and values;

– Willingness to devote sufficient time and energy in carrying outtheir duties and responsibilities effectively.

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3.1.3 The proposed appointee shall also fulfill the following requirements:

– shall possess a Director Identification Number;

– shall not be disqualified under the companies Act, 2013;

– shall Endeavour to attend all Board Meeting and Wherever he isappointed as a Committee Member, the Committee Meeting;

– shall abide by the code of Conduct established by the companyfor Directors and senior Management personnel;

– shall disclose his concern or interest in any company orcompanies or bodies corporate, firms, or other association ofindividuals including his shareholding at the first meeting of theBoard in every financial year and thereafter whenever there is achange in the disclosures already made;

– Such other requirements as any be prescribed, from time to time,under the companies Act, 2013, Equity listing Agreements andother relevant laws.

3.1.4 The Nomination & Remuneration Committee shall evaluate eachindividual with the objective of having a group that best enables thesuccess of the company’s business.

3.2 criteria of independence

3.2.1 The Nomination & Remuneration Committee shall assess theindependence of Directors at time of appointment/ re-appointment andthe Board shall assess the same annually. The Board shall re-assessdeterminations of independence when any new interest or relationshipsare disclosed by a Director.

3.2.2 The criteria of independence shall be in accordance with the guidelinesas laid down in companies Act, 2013 and Clause 49 of the EquityListing Agreement.

3.2.3 The independent Director shall abide by the “code for independentDirectors “as specified in Schedule IV to the companies Act, 2013.

3.3 other directorships/committee memberships

3.3.1 The Board members are expected to have adequate time and expertiseand experience to contribute to effective Board performanceAccordingly, members should voluntarily limit their directorships in otherlisted public limited companies in such a way that it does not interfere

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with their role as director of the company. The Nomination andRemuneration Committee shall take into account the nature of, andthe time involved in a director service on other Boards, in evaluatingthe suitability of the individual Director and making its recommendationsto the Board.

3.3.2 A Director shall not serve as director in more than 20 companies ofwhich not more than 10 shall be public limited companies.

3.3.3 A Director shall not serve an independent Director in more than 7listed companies and not more than 3 listed companies in case he isserving as a whole-time Director in any listed company.

3.3.4 A Director shall not be a member in more than 10 committee or actchairman of more than 5 committee across all companies in which heholds directorships.

For the purpose of considering the limit of the committee, Audit committeeand stakeholder’s relationship committee of all public limited companies,whether listed or not, shall be included and all other companies includingprivate limited companies, foreign companies and companies under section8 of the companies Act, 2013 shall be excluded.

Remuneration policy for Directors, key managerial personnel and other

employees

1. Scope:

1.1 This policy sets out the guiding principles for the Nomination andRemuneration committee for recommending to the Board theremuneration of the directors, key managerial personnel and otheremployees of the company.

2. Terms and Reference:

In this policy the following terms shall have the following meanings:

2.1 “Director” means a director appointed to the Board of thecompany.

2.2 “key managerial personnel” means

(i) The Chief Executive Officer or the managing director or themanager;

(ii) The company secretary;

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(iii) The whole-time director;

(iv) The chief financial Officer; and

(v) Such other office as may be prescribed under the companiesAct, 2013

2.3 “Nomination and Remuneration committee” means the committeeconstituted by Board in accordance with the provisions of section178 of the companies Act, 2013 and clause 49 of the Equity ListingAgreement.

3. Policy:

3.1 Remuneration to Executive Director and key managerial personnel

3.1.1The Board on the recommendation of the Nomination andRemuneration (NR) committee shall review and approve theremuneration payable to the Executive Director of the company withinthe overall approved by the shareholders.

3.1.2The Board on the recommendation of the Nomination andRemuneration committee shall also review and approve theremuneration payable to the key managerial personnel of the company.

3.1.3The remuneration structure to the Executive Director and keymanagerial personnel shall include the following components:

(i) Basic pay

(ii) Perquisites and Allowances

(iii) Stock Options

(iv) Commission (Applicable in case of Executive Directors)

(v) Retrial benefits

(vi) Annual performance Bonus

3.1.4The Annual plan and Objectives for Executive committee shall bereviewed by the NR committee and Annual performance Bonus will beapproved by the committee based on the achievement against theAnnual plan and Objectives.

3.2 Remuneration to Non – Executive Directors

3.2.1The Board, on the recommendation of the Nomination andRemuneration Committee, shall review and approve the remuneration

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payable to the Non – Executive Directors of the Company within theoverall limits approved by the shareholders as per the provisions ofCompanies Act, 2013.

3.2.2Non – Executive Directors shall be entitled to sitting fees attending themeetings of the Board and the Committees thereof.

3.3. Remuneration to other employees

3.3.1. Employees shall be assigned grades according to their qualificationsand work experience, competencies as well as their roles andresponsibilities in the organization. Individual remuneration shall bedetermined within the appropriate grade and shall be based on variousfactors such as job profile skill sets, seniority, experience and prevailingremuneration levels for equivalent jobs.

AUDIT COMMITTEE:

The Audit Committee of the Company is constituted in line with the provisionsof Clause 49 of the Listing Agreements with the Stock Exchanges read withSection 177 of the Companies Act, 2013.

II) The terms of reference of the Audit Committee include a review of thefollowing:

– Overview of the Company’s financial reporting process anddisclosure of its financial information to ensure that the financialstatements reflect a true and fair position and that sufficient andcredible information is disclosed.

– Recommending the appointment and removal of external auditors,fixation of audit fee and also approval for payment for any otherservices.

– Discussion with external auditors before the audit commences,of the nature and scope of audit as well as post-audit discussionto ascertain any area of concern.

– Reviewing the financial statements and draft audit report includingquarterly / half yearly financial information.

– Reviewing with management the annual financial statementsbefore submission to the Board, focusing on:

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1. Any changes in accounting policies and practices;

2. Qualification in draft audit report;

3. Significant adjustments arising out of audit;

4. The going concern concept;

5. Compliance with accounting standards;

6. Compliance with stock exchange and legal requirements concerningfinancial statements and

7. Any related party transactions

– Reviewing the company’s financial and risk management’spolicies.

– Disclosure of contingent liabilities.

– Reviewing with management, external and internal auditors, theadequacy of internal control systems.

– Reviewing the adequacy of internal audit function, including theaudit character, the structure of the internal audit department,approval of the audit plan and its execution, staffing and seniorityof the official heading the department, reporting structure,coverage and frequency of internal audit.

– Discussion with internal auditors of any significant findings andfollow-up thereon.

– Reviewing the findings of any internal investigations by the internalauditors into the matters where there is suspected fraud orirregularity or a failure of internal control systems of a materialnature and reporting the matter to the Board.

– Looking into the reasons for substantial defaults in payments tothe depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

– Reviewing compliances as regards the Company’s Whistle BlowerPolicy.

III) The previous Annual General Meeting of the Company was held on26.07.2014 and Chairman of the Audit Committee, attended previousAGM.

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IV) The composition of the Audit Committee and the attendance of eachmember of the Audit Committee are given below:

The Company has complied with all the requirements of Clause 49 (II)(A) of the Listing Agreement relating to the composition of the AuditCommittee. During the financial year 2014-2015, (5) four meetings ofthe Audit Committee were held on the 22.05.2014, 14.08.2014,

14.11.2014 and 14.02.2015.

The details of the composition of the Committee and attendance ofthe members at the meetings are given below:

Name Designation Category No. of No. ofmeetings meetings

held during attended

their period

Mr. Ch. Sujan Chairman NED 4 4

Mrs.T.Sailaja Member MD 4 4

Mr. R. Meghanath Goud Member NED 4 3

Mr.Sambasiva Prasad Eadara Member NED 4 4

MD: Managing Director

NED: Non Executive Director

NOMINATION & REMUNERATION COMMITTEE:

The details of composition of the Committee are given below:

Name Designation Category No. of No. of

meetings meetingsheld during attendedtheir tenure


Mr. Sambasiva Prasad Eadara Member NED 4 4

Mr.Ch.Krishnaiah Member NED 4 3


MD: Managing Director

NED: Non Executive Director

24


Terms of reference:

The main term of reference of the Committee is to approve the fixation/revision of remuneration of the Managing Director/Whole Time Director ofthe Company and while approving:

• To take into account the financial position of the Company, trend in theindustry, appointee’s qualification, experience, past performance, pastremuneration etc.

• To bring out objectivity in determining the remuneration package whilestriking a balance between the interest of the Company and theShareholders.

Remuneration Policy:

The objectives of the remuneration policy are to motivate Directors to excelin their performance, recognize their contribution and retain talent in theorganization and reward merit.

The remuneration levels are governed by industry pattern, qualificationsand experience of the Directors, responsibilities shouldered, individualperformance etc.

No remuneration has been paid to the Executive Directors during the year

STAKEHOLDER RELATIONSHIP COMMITTEE (SHAREHOLDERS/

INVESTOR GRIEVANCE AND SHARE TRANSFER COMMITTEE):

Composition, meetings and the attendance during the year:

The Shareholders/Investors Grievance Committee was constituted to lookinto the redressing of Shareholders and Investors complaints concerningtransfer of shares, non receipt of Annual Reports, and non receipt of Dividendand other allied complaints.

A. The details of composition of the Committee are given below:

Name Designation Category No. of No. of

meetings meetingsheld during attendedtheir tenure


Mr.Ch.Krishnaiah Member NED 4 4


Mr. R. Meghanath Goud Member NED 4 4

MD :Managing Director(Promoter) NED :Non Executive Director

25


B. Powers:

The Committee has been delegated with the following powers:

– to redress shareholder and investor complaints relating to transfer ofshares, Dematerialization of Shares, non-receipt of Annual Reports,non-receipt of declared dividend and other allied complaints.

– to approve, transfer, transmission, and issue of duplicate / fresh sharecertificate(s)

– Consolidate and sub-division of share certificates etc.

– To redress, approve and dispose off any, other complaints, transactionsand requests etc., received from any shareholder of the company andinvestor in general.

The Board has delegated the power to process the transfer and transmissionof shares to the Registrar and Share Transfer Agents, who process sharetransfers within a week of lodgment in the case of shares held in physicalform.

The Company has designated an e-mail ID [email protected] for redressal of shareholders’ complaints/grievances

RISK MANAGEMENT COMMITTEE

A.) Composition:

The Details of composition of the Committee are given below:

Name Designation Category

1. Mr.Ch.Krishnaiah Chairman NED

2. Mrs.T.Sailaja Member MD

3. Mr. Ch. Sujan Member NED

MD: Managing DirectorNED :Non Executive Director Promoter

Role and Responsibilities of the Committee includes the following:

– Framing of Risk Management Plan and Policy

– Overseeing implementation of Risk Management Plan and Policy

26


– Monitoring of Risk Management Plan and Policy

– Validating the process of risk management

– Validating the procedure for Risk minimization.

– Periodically reviewing and evaluating the Risk Management Policy andpractices with respect to risk assessment and risk managementprocesses.

– Continually obtaining reasonable assurance from management thatall known and emerging risks have been identified and mitigated ormanaged.

VIGIL MECHANISM:

Vigil Mechanism Policy has been established by the Company for directorsand employees to report genuine concerns pursuant to the provisions ofsection 177(9) & (10) of the Companies Act, 2013. The same has beenplaced on the website of the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Sec. 134(5) of the Companies Act, 2013 theBoard of Directors of your Company hereby certifies and confirms that:

a. In the preparation of the Annual Accounts, the applicable accountingstandards have been followed along with proper explanation relatingto material departures;

b. The Directors have selected such accounting policies and applied themconsistently and made judgment and estimates that are reasonableand prudent so as to give a true and fair view of the state of affairs ofthe Company at the end of the financial year and of the profit and lossof the Company for that period;

c. The Directors have taken proper and sufficient care for the maintenanceof adequate accounting records in accordance with the provisions ofthe Companies Act, 2013 for safeguarding the Assets of the Companyand for preventing and detecting fraud and other irregularities;

d. The Directors have prepared the Annual accounts on a going concernbasis.

e. The Directors of the Company had laid down internal financial controlsand such internal financial controls are adequate and were operatingeffectively.

27


f. The directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems wereadequate and operating effectively.

STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutorycompliance with regard to the affairs of the Company in all respects.

SUBSIDIARY COMPANY:

Your Company does not have any subsidiary.

EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule12(1) of the Companies (Management and Administration) Rules, 2014, anextract of annual return in MGT 9 as a part of this Annual Report (FORMATIN ANNEXURE I)

AUDITORS:

M/s. M.M Reddy & Co, Chartered Accountants, Statutory Auditors of theCompany retire at the ensuing Annual General Meeting and being eligible,have expressed their willingness for re-appointment. Your directors proposethe appointment of M/s. M.M Reddy & Co, Chartered Accountants, asstatutory auditors to hold office until the conclusion of the next AnnualGeneral Meeting of the company.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 134(3)(f) & Section 204 of theCompanies Act, 2013, Secretarial audit report as provided by M/s. L D Reddy& Co.,, Practicing Company Secretaries is annexed to this Report asannexure.

AUDIT REPORTS:

(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditor’s Report on the Accountsfor the year ended March 31, 2015 and has noted that the same does nothave any reservation, qualification or adverse remarks. However, the Boarddecided to further strengthen the existing system and procedures to meetall kinds of challenges and growth in the market expected in view of therobust capital market in the coming years.

28


(b) Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report on theCompliances according to the provisions of section 204 of the CompaniesAct 2013, and noted that the secretarial Audit Report contains the followingobservations.

The Board has duly reviewed the Secretarial Audit Report on theCompliances according to the provisions of section 204 of the CompaniesAct 2013, and noted the same that the company has not appointed companysecretary, CFO and Internal Auditor during the year but the company istaking necessary measures to appoint the same at the earliest.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION &

FOREIGN EXCHANGE EARNINGS AND OUT GO:

The required information as per Sec.134 (3) (m) of the Companies Act 2013is provided hereunder:

A. Conservation of Energy

Adequate measures have been taken to reduce energy consumption,wherever possible. Total energy consumption and energy consumption perunit of production is not applicable as company is not included in theindustries specified in the schedule.

B. Technology Absorption

1. Research and Development (R&D) : Nil

2. Technology absorption, adoption and innovation : Nil

C. Foreign Exchange Earnings and Out Go

1. Foreign Exchange Earnings : Nil

2. Foreign Exchange Outgo : Nil

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning ofSec.73 of the Companies Act, 2013 read with the Companies (Acceptanceof Deposits) Rules, 2014 during the financial year under review.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the period under review there were no significant and material orderspassed by the regulators or Courts or Tribunals impacting the going concernstatus and the company’s operations in future.

29


DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Your Company has well established procedures for internal control acrossits various locations, commensurate with its size and operations. Theorganization is adequately staffed with qualified and experienced personnelfor implementing and monitoring the internal control environment. Theinternal audit function is adequately resourced commensurate with theoperations of the Company and reports to the Audit Committee of the Board.

INSURANCE:

The company's properties have been adequately insured against major risks.All the insurable interests of your Company including machinery, stock andliabilities under legislative enactments are adequately insured.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given loans, Guarantees or made any investmentsduring the year under review.

RISK MANAGEMENT POLICY:

Your Company follows a comprehensive system of Risk Management. YourCompany has adopted a procedure for assessment and minimization ofprobable risks. It ensures that all the risks are timely defined and mitigatedin accordance with the well structured risk management process.

CORPORATE SOCIAL RESPONSIBILITY POLICY:

Since your Company does not have the net worth of Rs. 500 Crores ormore, or turnover of Rs. 1000 Crores or more, or a net profit of Rs. 5 Croresor more during the financial year, so section 135 of the Companies Act,2013 relating to Corporate Social Responsibility is not applicable to theCompany and hence the Company need not adopt any Corporate SocialResponsibility Policy.

RELATED PARTY TRANSACTIONS:

As required under clause 49(VIII)(A)(2) of the listing agreement, the Companyhas disclosed the policy on dealing with related party transactions atCompany’s website at www.jyothiinfraventures.com.

Your Directors draw attention of the members to Note 25 to the financialstatement which sets out related party disclosures.

30


FORMAL ANNUAL EVALUATION:

As per section 149 of the Companies Act, 2013 read with clause VII (1) ofthe schedule IV and rules made there under, the independent Directors ofthe company had a meeting on 27.03.2015 without attendance of non-independent directors and members of management. In the meeting thefollowing issues were taken up:

(a) Review of the performance of non-independent Directors and the Boardas a whole;

(b) Review of the performance of the Chairperson of the company, takinginto account the views of executive directors and non-executivedirectors;

(c) Assessing the quality, quantity and timeliness of flow of informationbetween the company management and the Board that is necessaryfor the Board to effectively and reasonably perform their duties.

The meeting also reviewed and evaluated the performance of non-independent Directors. The company has 1 (One) non-independent Directornamely: T. Sailaja

The meeting recognized the significant contribution made by non-independent directors in the shaping up of the company and putting thecompany on accelerated growth path. They devoted more time and attentionto bring up the company to the present level.

The meeting also reviewed and evaluated the performance of the Boardas whole in terms of the following aspects:

– Preparedness for Board/Committee meetings

– Attendance at the Board/Committee meetings

– Guidance on corporate strategy, risk policy, corporate performanceand overseeing acquisitions and disinvestments.

– Monitoring the effectiveness of the company’s governance practices

– Ensuring a transparent board nomination process with the diversity ofexperience, knowledge, perspective in the Board.

– Ensuring the integrity of the company’s accounting and financialreporting systems, including the independent audit, and thatappropriate systems of control are in place, in particular, systems forfinancial and operational control and compliance with the law andrelevant standards.

31


It was noted that the Board Meetings have been conducted with theissuance of proper notice and circulation of the agenda of the meetingwith the relevant notes thereon.

DISCLOSURE ABOUT COST AUDIT:

Cost Audit is not applicable to your Company.

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, The companyhas not paid remuneration to Directors of the Company.

LISTING WITH STOCK EXCHANGES:

The Company is listed with BSE Ltd.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Since the paid up capital of the Company is less than Rs. 10 Crores and Networth of the Company is less than Rs. 25 Crores, Corporate Governance isNot Applicable.

INDUSTRY BASED DISCLOSURES AS MANDATED BY THE

RESPECTIVE LAWS GOVERNING THE COMPANY:

The Company is not a NBFC, Housing Companies etc., and hence Industrybased disclosures is not required.

SECRETARIAL STANDARDS

EVENT BASED DISCLOSURES:

S. No. Particulars

1 Issue of sweat equity share NA

2 Issue of shares with differential rights NA

3 Issue of shares under employee’s stock option scheme NA

4 Disclosure on purchase by company or giving ofloans by it for purchase of its shares NA

5 Buy-back shares NA

6 Disclosure about revision NA

7 Preferential Allotment NA

32


EMPLOYEE RELATIONS:

Your Directors are pleased to record their sincere appreciation of thecontribution by the staff at all levels in the improved performance of theCompany.

None of the employees is drawing Rs. 5,00,000/- and above per month orRs. 60,00,000/- and above in aggregate per annum, the limits prescribedunder Section 134 of the Companies Act, 2013.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT

WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,

2013

The Company has in place an Anti Sexual Harassment Policy in line withthe requirements of The Sexual Harassment of Women at workplace(Prevention, Prohibition and Redressal) Act, 2013. Internal ComplaintCommittee (ICC) has been set up to redress complaints received regardingsexual harassment. All employees are covered under this policy.

The following is the summary of sexual harassment complaints receivedand disposed during the calendar year.

• No. of complaints received: Nil

• No. of complaints disposed off: Nil

ACKNOWLEDGEMENTS:

Your directors would like to express their grateful appreciation for assistanceand co-operation received from clients, banks, investors, Government, otherstatutory authorities and all others associated with the company. Yourdirectors also wish to place on record their deep sense of appreciation forthe excellent contribution made by the employees at all levels, which enabledthe company to achieve sustained growth in the operational performanceduring the year under.



Sd/- Sd/-

Ch.Sujan T.Sailaja

Place: Hyderabad Director Managing Director

Date: 24-08-2015 (DIN: 02810450) (DIN: 00127831)

33


DECLARATION BY DIRECTOR OF AFFIRMATION BY DIRECTORS AND

SENIOR MANAGEMENT PERSONNEL OF COMPLIANCE WITH THE

CODE OF CONDUCT:

The shareholders,

I, T.Sailaja, Managing Director of the Company do hereby declare that thedirectors and senior management of the Company have exercised theirauthority and powers and discharged their duties and functions inaccordance with the requirements of the code of conduct as prescribed bythe company and have adhered to the provisions of the same.



Sd/-



(DIN: 00127831)

ANNEXURE INDEX

Annexure Details of annexurenumber

I Annual Return Extracts in MGT 9

II Format of declaration by Independent Director

34


FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

As on the Financial Year 31st March, 2015[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of

the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i. CIN:- L45203TG1995PLC019867

ii. Registration Date 29/03/1995

iii. Name of the Company JYOTHI INFRAVENTURES LIMITED

iv. Category / Sub-Category of Company Limited by shares/the Company Non Government Company

v. Address of the Registered office #8-2-293/82/J/B/1 to 3 Plot No 83B,and contact details Journalists cly, Opposite Apollo

Hospital, Jubilee Hills,Hyderabad-500033, Telangana

vi. Whether listed Company Yes / No Yes

vii. Name, Address and Contact XL Softech Systems Ltddetails of Registrar and 3,SagarSociety,RoadNo.2,Transfer Agent, if any BanjaraHills, Hyderabad-500034.

Phone No.23545913, Fax:23553214

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

All the business activities contributing 10 % or more of the total turnoverof the company shall be stated:-

Sl. Name and Description of NIC Code of the % to total turnoverNo. main products /services Product / service of the company

1 Infrastructure 4290 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE

COMPANIES: Not Applicable

35


IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as

percentage of Total Equity)

Category ofShareholders

No. of Shares heldat the beginning of the year

No. of Shares heldat the end of the year

%Changeduring the

yearDemat Physical Total 2 Demat Physical Total %of Total

i) Category-wise Share Holding;-

A. Promoters

(1)Indian Shares

Individual/ HUF 3843600 0 3843600 74.49 1153080 0 1153080 74.49 0

Central Govt 0 0 0 0 0 0 0 0 0

State Govt (s) 0 0 0 0 0 0 0 0 0

Bodies Corp. 0 0 0 0 0 0 0 0 0

Banks / FI 0 0 0 0 0 0 0 0 0

Any Other…. 0 0 0 0 0 0 0 0 0

Sub-total (A) (1) :- 3843600 0 3843600 74.49 1153080 0 1153080 74.49 0

(2) Foreign

a)NRIs -

Individuals 0 0 0 0 0 0 0 0 0

b)Other-Individuals 0 0 0 0 0 0 0 0 0

c)Bodies Corp. 0 0 0 0 0 0 0 0 0

d)Banks / FI 0 0 0 0 0 0 0 0 0

e)Any Other…. 0 0 0 0 0 0 0 0 0

Sub-total

(A) (2):- 0 0 0 0 0 0 0 0 0

Total shareholdingof Promoter (A) =

(A)(1)+(A)(2) 3843600 0 3843600 74.49 1153080 0 1153080 74.49 0

B. Public Shareholding

1.Institutions

a) Mutual Funds 0 0 0 0 0 0 0 0 0

b) Banks / FI 0 0 0 0 0 0 0 0 0

c) Central Govt 0 0 0 0 0 0 0 0 0

d) State Govt(s) 0 0 0 0 0 0 0 0 0

e) Venture Capital Funds 0 0 0 0 0 0 0 0 0

f) Insurance Companies 0 0 0 0 0 0 0 0 0

g) FIIs 0 0 0 0 0 0 0 0 0

h) Foreign Venture Capital Fund 0 0 0 0 0 0 0 0 0

36


Category ofShareholders



%Changeduring the

yearDemat Physical Total %of Total Demat Physical Total %of Total

i) Others (specify) 0 0 0 0 0 0 0 0 0

2. Non Institutions

a) Bodies Corp. 8045 0 8045 0.16 3839 0 3839 0.25 0

i) Indian 0 0 0 0 0 0 0 0 0

ii) Overseas 0 0 0 0 0 0 0 0 0

b) Individuals 0 0 0 0 0 0 0 0 0

i) Individualshareholdersholding nominalshare capitalup to Rs. 1 lakh 75925 194700 270625 11.51 93879 84355 178234 11.51 0

ii) Individualshareholdersholding nominalshare capital inexcess of Rs 1lakh 700930 336400 1037330 13.74 141690 71040 212730 13.74 0

c) Others (specify) 0 0 0 0 0 0 0 0 0

Sub-total (B)(2):-Total PublicShareholding (B)=(B)(1)+(B)(2) 784900 531100 1316000 25.51 239408 155395 394803 25.51 0

C. Shares held byCustodian forGDRs & ADRs 0 0 0 0 0 0 0 0 0

Grand Total

(A+B+C) 4628500 531100 5159600 100.00 1392488 155395 1547883 100 0

(ii)Shareholding of Promoters

1. TAMMINEEDI SAILAJA 3843600 Nil 3843600 74.49 1153080 Nil 1153080 74.49 Nil

ShareholdersName



%Changeduring the

yearDemat Physical Total %of Total Demat Total %of TotalPhysical

37


(iii) Change in Promoters’ Shareholding ( please specify, if there is no

change) No change during the year

No. ofshares

% of totalshares of thecompany

No. ofshares

% of totalshares of thecompany

Shareholder’s NameSl.No.

Shareholding at thebeginning of the year

1 TAMMINEEDI SAILAJA 3843600 74.49 1153080 74.49

At the beginning of the year Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g.allotment / transfer / bonus/ sweat equity etc): Nil

At the End of the year 3843600 74.49 1153080 74.49

(iv) Shareholding Pattern of top ten Shareholders (other than Directors,

Promoters and Holders of GDRs and ADRs):

No. ofshares

% of totalshares of the

company

No. ofshares


company




1 Rakesh Naval

At the beginning of the year 148000 2.87%

Date wise Increase / Decrease in Promoters Share holding during the year specifying

the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): NIL

At the End of the year 44400 2.87%

No. ofshares


company

No. ofshares


company




2 Jaya Lakshmi G






38


No. ofshares


company

No. ofshares


company




3 Punukollu Raghavendra Prasad





No. ofshares


company

No. ofshares


company




4 Hariom Sharma





No. ofshares


company

No. ofshares


company




5 Hari Prasad Reddy Bhimavarapu





39


No. ofshares


company

No. ofshares


company




6 Krishna Prasad Ghanta





No. ofshares


company

No. ofshares


company




7 Chandana Nunna





No. ofshares


company

No. ofshares


company




8 Pardhasardhi Gandham





40


No. ofshares


company

No. ofshares


company




9 Ramesh Babu Kandula





No. ofshares


company

No. ofshares


company




10 Kamal Kumar G Jalan





(v) Shareholding of Directors and Key Managerial Personnel:

No. ofshares


company

No. ofshares


company




At the beginning of the year

i. TAMMINEEDI SAILAJA 3843600 74.49 1153080 74.49

Date wise Increase / Decrease in Promoters Share holding during the year

specifying the reasons for increase / decrease (e.g. allotment / transfer /

bonus/ sweat equity etc):NA

At the End of the year 1153080 74.49

41


V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not duefor payment

Indebtedness at the Secured Loans Unsecured Total

beginning of the excluding Loans Deposits Indebtednessfinancial year deposits

Principal Amount - 1,79,22,081 - 1,79,22,081i) Interest due but not paid - - - -ii) Interest accrued but not due - - - -

Total (i+ii+iii) - 1,79,22,081 - 1,79,22,081

Change in Indebtednessduring the financial year

Addition - 2,00,000 - 2,00,000

Reduction - - - -

Net Change - 2,00,000 - 2,00,000Indebtedness at the end ofthe financial year

i) Principal Amount - 1,81,22,081 - 1,81,22,081ii) Interest due but not paid - - - -iii) Interest accrued but not due - - - -vi)Advances refunded - - - -

Total (i+ii+iii) - 1,81,22,081 - 1,81,22,081

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sl. Particulars of Remuneration Name of MD/WTD/ Manager: TotalMD MTD Manager Amount

1. Gross salary(a) Salary as per provisions NIL Nil Nil Nil Nilcontained in section 17(1)of the Income-tax Act, 1961

(b) Value of perquisites u/s NIL Nil Nil Nil Nil17(2) Income-tax Act, 1961

(c) Profits in lieu of salary undersection 17(3) Income tax Act, 1961 NIL Nil Nil Nil Nil

2. Stock Option Nil Nil Nil Nil Nil

3. Sweat Equity Nil Nil Nil Nil Nil

4. Commission- as % of profit- Others, specify… Nil Nil Nil Nil Nil

5. Others, please specify Nil Nil Nil Nil Nil

6. Total (A) NIL Nil Nil Nil NIL

7. Ceiling as per the Act Nil Nil Nil Nil Nil

42


Sl. Particulars of Remuneration Name of the Director TotalAmount

1. 3. Independent Directors Fee for attending board /committee meetingsCommission Others, please specify - - - - -

Total (1) - - - - -

4. Other Non-Executive Directors• Fee for attending board /committee meetings• Commission• Others, please specify - - - - -

- - - - -

Total (2) - - - - -

Total (B)=(1+2) - - - - -

Total Managerial Remuneration - - - - -

Overall Ceiling as per the Act - - - - -

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/

MANAGER/WTD

Sl. Particulars of Remuneration Key Managerial Personnel

CEO Company CFO TotalSecretary

1. Gross salary(a) Salary as per provisions contained insection 17(1) of the Income-tax Act, 1961(b) Value of perquisites u/s 17(2)Income-tax Act, 1961(c) Profits in lieu of salary under section17(3) Income-tax Act, 1961 - - - -

2. Stock Option Nil Nil Nil Nil

3. Sweat Equity Nil Nil Nil Nil

4. Commission- as % of profit- Others, specify… Nil Nil Nil Nil

5. Others, please specify2 Nil Nil Nil Nil

6. Total Nil Nil Nil Nil

B. Remuneration to other directors: Not Applicable

43


VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of Brief Details of Authority Appealthe Description Penalty / [RD / NCLT made,Companies Punishment/ / COURT] if anyAct Compounding (give

fees Imposed Details)

A. COMPANY

Penalty NIL

Punishment

Compounding

B. DIRECTORS

Penalty NIL

Punishment

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty NIL

Punishment

Compounding

44


ANNEXURE: II

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Board of DirectorsM/s. Jyothi Infraventures Limited

Dear Sir,

I undertake to comply with the conditions laid down in Sub-clause of Clause49 read with section 149 and Schedule IV of the Companies Act, 2013 inrelation to conditions of independence and in particular:

(a) I declare that upto the date of this certificate, apart from receiving director’sremuneration, I did not have any material pecuniary relationship ortransactions with the Company, its promoter, its directors, seniormanagement or its holding Company, its subsidiary and associates asnamed in the Annexure thereto which may affect my independence asdirector on the Board of the Company. I further declare that I will notenter into any such relationship/transactions. However, if and when Iintend to enter into such relationships/transactions, whether material ornon-material I shall keep prior approval of the Board. I agree that I shallcease to be an independent director from the date of entering into suchrelationship/transaction.

(b) I declare that I am not related to promoters or persons occupyingmanagement positions at the Board level or at one level below the boardand also have not been executive of the Company in the immediatelypreceding three financial years.

(c) I was not a partner or an executive or was also not partner or executiveduring the preceding three years, of any of the following:

(i) The statutory audit firm or the internal audit firm that is associatedwith the Company and

(ii) The legal firm(s) and consulting firm(s) that have a materialassociation with the company

(d) I have not been a material suppliers, service provider or customer orlessor or lessee of the company, which may affect independence of thedirector, and was not a substantial shareholder of the Company i.e.,owning two percent or more of the block of voting shares.

Thanking You.

Yours Faithfully,

Date: 09.05.2014 Ch. Sujan

Place: Hyderabad (Din: 02810450)

45




Dear Sir,


(a) I declare that upto the date of this certificate, apart from receivingdirector’s remuneration, I did not have any material pecuniaryrelationship or transactions with the Company, its promoter, its directors,senior management or its holding Company, its subsidiary andassociates as named in the Annexure thereto which may affect myindependence as director on the Board of the Company. I furtherdeclare that I will not enter into any such relationship/transactions.However, if and when I intend to enter into such relationships/transactions, whether material or non-material I shall keep prior approvalof the Board. I agree that I shall cease to be an independent directorfrom the date of entering into such relationship/transaction.

(b) I declare that I am not related to promoters or persons occupyingmanagement positions at the Board level or at one level below theboard and also have not been executive of the Company in theimmediately preceding three financial years.




(d) I have not been a material suppliers, service provider or customer orlessor or lessee of the company, which may affect independence ofthe director, and was not a substantial shareholder of the Companyi.e., owning two percent or more of the block of voting shares.

Thanking You.

Yours Faithfully,Date: 09.05.2014 Ch.KrishnaiahPlace: Hyderabad (Din: 03142004)

46




Dear Sir,


(a) I declare that upto the date of this certificate, apart from receivingdirector’s remuneration, I did not have any material pecuniaryrelationship or transactions with the Company, its promoter, its directors,senior management or its holding Company, its subsidiary andassociates as named in the Annexure thereto which may affect myindependence as director on the Board of the Company. I furtherdeclare that I will not enter into any such relationship/transactions.However, if and when I intend to enter into such relationships/transactions, whether material or non-material I shall keep prior approvalof the Board. I agree that I shall cease to be an independent directorfrom the date of entering into such relationship/transaction.

(b) I declare that I am not related to promoters or persons occupyingmanagement positions at the Board level or at one level below theboard and also have not been executive of the Company in theimmediately preceding three financial years.




(d) I have not been a material suppliers, service provider or customer orlessor or lessee of the company, which may affect independence ofthe director, and was not a substantial shareholder of the Companyi.e., owning two percent or more of the block of voting shares.

Thanking You.

Yours Faithfully,Date: 09.05.2014 R. Meghanath GoudPlace: Hyderabad (Din: 03610689)

47




Dear Sir,


(a) I declare that upto the date of this certificate, apart from receivingdirector’s remuneration, I did not have any material pecuniary relationshipor transactions with the Company, its promoter, its directors, seniormanagement or its holding Company, its subsidiary and associates asnamed in the Annexure thereto which may affect my independence asdirector on the Board of the Company. I further declare that I will notenter into any such relationship/transactions. However, if and when Iintend to enter into such relationships/transactions, whether material ornon-material I shall keep prior approval of the Board. I agree that I shallcease to be an independent director from the date of entering into suchrelationship/transaction.

(b) I declare that I am not related to promoters or persons occupyingmanagement positions at the Board level or at one level below the boardand also have not been executive of the Company in the immediatelypreceding three financial years.




(d) I have not been a material suppliers, service provider or customer orlessor or lessee of the company, which may affect independence of thedirector, and was not a substantial shareholder of the Company i.e.,owning two percent or more of the block of voting shares.

Thanking You.

Yours Faithfully,

Date: 09.05.2014 Sambasiva Prasad Eadara

Place: Hyderabad (Din: 05299313)

48


FORM MR-3

SECRETARIAL AUDIT REPORT(Pursuant to section 204(1) of the Companies Act, 2013 and

Rule 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2015

ToThe Members ofM/s. Jyothi Infra Ventures Limited

We have conducted the secretarial audit of the compliance of applicablestatutory provisions and the adherence to good corporate practices by M/s. Jyothiinfra Ventures Limited (hereinafter called “the Company”). SecretarialAudit was conducted in a manner that provided us a reasonable basis forevaluating the corporate conducts/statutory compliances and expressingmy opinion thereon.

Based on our verification of the Company’s Books, Papers, Minute Books,Forms and Returns filed and other Records maintained by the Companyand also the information provided by the Company, its officers, agents andauthorized representatives during the conduct of secretarial audit, we herebyreport that in our opinion, the company has, during the financial yearcommencing from 1st April, 2014 and ended 31st March, 2015, compliedwith the statutory provisions listed hereunder and also that the Companyhas proper Board process and compliance mechanism in place to the extent,in the manner and subject to the reporting made hereinafter:

1. We have examined the Books, Papers, Minute Books, Forms andReturns filed and other records maintained by M/s. Jyothiinfra VenturesLimited (“The Company”) for the financial year ended on 31st March,2015, according to the provisions of:

i. The Companies Act, 2013 (the Act) and the rules made thereunder for specified sections notified and came into effect from12th September, 2013 and sections and Rules notified and cameinto effect from 1st April, 2014;

ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and theRules made there under;

iii. The Depositories Act, 1996 and the Regulations and Bye-lawsframed there under.

iv. Foreign Exchange Management Act, 1999 and the Rules andRegulations made there under to the extent of Foreign Direct

49


Investment (FDI) and Overseas Direct Investment and ExternalCommercial Borrowings;

v. The Securities and Exchange Board of India Act, 1992 (‘SEBIAct’)

2. Provisions of the following Regulations and Guidelines prescribedunder the Securities and Exchange Board of India Act, 1992 (SEBIAct) were not applicable to the Company under the financial year underreport except disclosures in terms of SEBI Takeover Regulations &Insider Trading Regulations.

i. The Securities and Exchange Board of India (SubstantialAcquisition of Shares and Takeovers) Regulations, 2011;

ii. The Securities and Exchange Board of India (Issue of Capitaland Disclosure Requirements) Regulations, 2009;

iii. The Securities and Exchange Board of India (Delisting of EquityShares) Regulations, 2009;

iv. The Securities and Exchange Board of India (Buyback ofSecurities) Regulations, 1998;

v. The Securities and Exchange Board of India (Registrars to anissue and Share Transfer Agents) Regulations, 1993, regardingthe Companies Act and dealing with client;

vi. The Securities and Exchange Board of India (Issue and Listing ofDebt Securities) Regulations, 2008

vii. The Securities and Exchange Board of India (Employee StockOption Scheme and Employee Stock Purchase Scheme)Guidelines, 1999;

3. We have also examined compliance with the applicable clauses of thefollowing:

i. Secretarial Standards issued by the Institute of Companysecretaries of India under the provisions of Companies Act, 1956and

ii. The Listing Agreements entered into by the Company with BSELimited and Ahmedabad Stock Exchange;

4. During the financial year under report, the Company has compliedwith the provisions of the New Companies Act, 2013, Old CompaniesAct, 1956 to the extent applicable and the Rules, Regulations,

50


Guidelines, Standards, etc., mentioned above subject to the followingobservations;

OBSERVATIONS:

(a) As per the information and explanations provided by the Company, itsofficers, agents and authorized representatives during the conduct ofsecretarial audit, we report that

i. the provisions of the Foreign Exchange Management Act, 1999and the Rules and Regulations made there under to the extentof:

o External Commercial Borrowings were not attracted to theCompany during the financial year under report,

o Foreign Direct Investment (FDI) was not attracted to thecompany during the financial year under report, and

o Overseas Direct Investment by Residents in Joint Venture/Wholly Owned Subsidiary abroad is not attracted to thecompany during the financial year under report.

ii. As per the information and explanations provided by the company,its officers, agents and authorized representatives during theconduct of Secretarial Audit, we report that the Company has notmade any GDRs/ADRs or any Commercial Instrument during thefinancial year under report.

(b) The Board of Directors of the Company is duly constituted with properbalance of Executive Directors, Non-Executive Directors andIndependent Directors. The changes in the composition of the Boardof Directors that took place during the period under review were carriedout in compliance with the provisions of the Act.

We further report that:

The company has not appointed Company Secretary, Chief Financial Officerand Internal Auditor for the financial year 2014-15.

For L D Reddy & Co.,

Company Secretaries

Sd/-

L D Reddy

Place: Hyderabad Proprietor

Date: 24.08.2015 FCS: 13104, CP No. 3752

51


Annexure - A

ToThe Members ofM/s. Jyothiinfra Ventures Limited

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

1. Maintenance of secretarial record is the responsibility of themanagement of the company. Our responsibility is to express anopinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as wereappropriate to obtain reasonable assurance about the correctness ofthe secretarial records. The verification was done on test basis to ensurethat correct facts are reflected in secretarial records. We believe thatthe processes and practices, we followed provide a reasonable basisfor our opinion.

3. Wherever required, we have obtained the Management representationabout the compliance of laws, rules and regulations and happening ofevents etc.

4. The compliance of provisions of Corporate and other applicable laws,rules, regulations, standards is the responsibility of management. Ourexamination was limited to the verification of procedures on test basis.

5. The secretarial Audit report is neither an assurance as to future viabilityof the company nor of the efficacy or effectiveness with which themanagement has conducted the affairs of the company.

For L D Reddy & Co.,

Company Secretaries

Sd/-

L D Reddy

Place: Hyderabad Proprietor

Date: 24.08.2015 FCS: 13104, CP No. 3752

52


COMPLAINTS REPORT

Complaints report under Clause -24(f) listing agreement Pursuant to Sanctionof Scheme of Arrangement by Hon’ble High Court of Andhra Pradesh videorder dated 21st April, 2014 and report issued on 13-5-2014.

PART – A

Sl. Particulars Number

No

1. Number of complaints received directly NIL

2. Number of complaints forwarded by Stock Exchange NIL

3. Total Number of complaints/comments received (1+2) NIL

4. Number of complaints resolved NIL

5. Number of complaints pending NIL

PART – B

Sl. Name of Date of StatusNo. complainant complaint (Resolved/Pending)

1. NIL NA NA

2.

3.

For JYOTHI INFRAVENTURES LIMITED

T.Sailaja

Managing Director

53


Annexure-1

Brief Particulars of issue of securities pursuant to Scheme of Arrangement

S.No. PARTICULARS

1. Name of the company JYOTHI INFRAVENTURES LIMITED

2. Issued and paid up capital Rs.5.16 crores consisting of(before allotment) 51,59,6000 equity shares of

face value of Rs.10/- each fully paid up

3. Details of securities pending if any NilType of issueNo of sharesDistinctive No’s

4. Name of Stock exchanges, Bombay stock exchange Limitedon which the company is listed

5. Date of allotment of new shares 04-06-2014

6. Exchange ratio 30 new shares forevery 100 shares held on record date

7. No. Of new shares issued 15,47,883

8. Distinctive No’s 1 to 15,47,883

9. Issued and paid up capital Rs.1.55 crores consisting of(post allotment) 15,47,883 equity shares of

face value of Rs.10/- each fully paid up

10. Details of cancellation of shares of listed NAcompany on account of cross holding,if any cross holding is not cancelled,treatment of such cross holding

11. ISIN No. INE681K01026

12. Lock in details ,if applicable NILNo. Of shares NADistinctive No’s NALock in start & end date NA

13. Company Petition No. 263 of 2013Name of high court High court of judicature of Andhra PradeshOrder date 21-04-2014

14. Appointment date 01-04-2012

15. Effective date 27-05-2014

16. Date of filing of a scheme with high court 13-09-2013

17. Record date (Not applicable ifthe transferor company unlisted) 04-06-2014

18. Name and address of registrar and XL Softech System LimitedTransfer agent 3, Sagar Society, Road no.2,

Banjara hills, Hyderabad-500034.

T. Sailaja


54


Annexure-II

Brief Particulars of the transferor companies; Not Applicable

S.No. PARTICULARS

1. Names of the transferor companies NA

2. Issued & paid-up capital Rs.---- Crores consisting of ----- equityshares of face value of Rs.---- eachfully paid up

3. Details of cancellation of shares of ------- Equity shares shall be cancelledtransferor companies on account ofcross holding .

4. If cross holding is not cancelled,treatment of such cross holding andshares issued against such cross holding NA

5. Name of stock exchange in case ifthe transferor companies were listed NA

6. Whether entire capital of the transferorcompany was listed .if not listed company NA

7. Details of non- transferable shares inexistence , if any NANo . of shares NADistinctive No.s NAPeriod upto which under lock in NA

8. No. Of shareholders NA

T. Sailaja


55


ANNEXURE - III

To,Bombay stock exchange Limited,

P.J.Towers ,Dalal Street, Mumbai-400001.

Dear sir,

Sub : Listing of 15,47,883 equity shares of Rs.10/- issue pursuant to the

scheme of amalgamations/ arrangement/reduction in capital of

the company.

In connection with above application for listing of 15, 47,883 equity shares we herebyto conform and certify that:

a. The documents filed by the company with exchange are same /similar/identicalin all respect which have been filed by the company with registrar of companies/SEBI/Reserve bank of India/FIPB in respect of allotment of 15, 47,883 equityshares of Rs.10/- issued to the shareholders of Jyothi infraventures limitedpursuant to the scheme of amalgamations/arrangement sanction by the hon’blehigh court of Andhra Pradesh vide its order dated 21-04-2014 and issued on13-05-2014.

b. The copy of the order of hon’ble High court/BIFR has been filed by the companywith the register of companies within stipulated period.

c. The scheme of amalgamation/arrangement approved by Hon’ble High courtof Andhra Pradesh does not in any way violate or override or circumscribe theprovisions of the SEBI Act,1992,the securities contracts (regulation )Act 1956,the depositories Act 1996 ,the companies act ,1956 the rules ,regulations andguidelines made under these acts, and the provision of the listing agreementor requirements of BSE limited.

d. The company has fully complied with all the requirements specified in theSEBI circular no.CIR/CDF/DIL/5/2013 dated February 4,2013 read with SEBIcircular no.CIR/CDF/DIL/8/2013 dated May 21,2013 and the observationletter(s) issued by the stock exchanges

e. All the necessary legal and statutory formalities for giving effect to the schemeof amalgamations/arrangement have been complied with and that the newequity shares issued on amalgamation/arrangement etc. Are eligible for listing.the company /its board of directors are fully responsible for issue /allotmentof such shares and in the event the issue of shares being held invalid /irregularor allotment void, it shall redress the investors grievance suitably

f. The company takes the full responsibility and liability of any investorscomplaints that may arise on account of issuance of the new share certificateswithout calling back the old share certificates from the shareholders and theexchange will not be held responsible /liable for such action.

g. The new equity shares issued pursuant to the scheme of amalgamation /arrangement ranks pari passu in all respect including dividend entitlementwith the existing equity shares of the company.

T. Sailaja


56


INDEPENDENT AUDITORS' REPORT

To the Members of JYOTHI INFRAVENTURES LIMITED

Report on the Financial Statements

We have audited the accompanying standalone financial statements ofJYOTHI INFRAVENTURES LIMITED (‘theCompany’), which comprise thebalance sheet as at 31 March 2015, the statement of profit and loss and thecash flow statement for the year then ended, and a summary of significantaccountingpolicies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated inSection 134(5) of the Companies Act, 2013 (‘the Act’) with respect to thepreparation and presentation of these standalone financial statements thatgive a true and fair view of the financial position, financial performance andcash flows of the Company in accordance with the accounting principlesgenerally accepted in India, including the Accounting Standards specifiedunder Section 133 of the Act, read with Rule 7 of the Companies (Accounts)Rules, 2014. This responsibility also includes maintenanceof adequateaccounting records in accordance with the provisions of the Act forsafeguarding the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that arereasonableand prudent; and design, implementation and maintenance of adequateinternal financial controls, that were operating effectively for ensuring theaccuracy and completeness of the accounting records, relevant to thepreparation and presentation of the financial statements thatgive a true andfair view and are free from material misstatement, whether due to fraud orerror.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone financialstatements based on our audit. We have taken into account the provisionsof the Act, the accounting and auditing standards and matters which arerequired to be included in the audit report under the provisions of theActand the Rules made thereunder.We conducted our audit in accordancewith the Standards on Auditing specified under Section 143(10) of the Act.Those Standards require thatwe comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether thefinancial statements are Free from material misstatement.

57


An audit involves performing procedures to obtain audit evidence aboutthe amounts and the disclosures in the financial statements. The proceduresselected depend on the auditor's judgment, including the assessment ofthe risks of material misstatement of the financial statements, whether dueto fraud or error. In making those risk assessments, the auditor considersinternal financial control relevant to the Company's preparation of the financialstatements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances, but not for the purpose ofexpressing an opinion on whether the Company has in place an adequateinternal financial controls system over financial reporting and the operatingeffectiveness of such controls. An audit also includes evaluating theappropriateness of the accounting policies used and the reasonablenessof the accounting estimates made by the Company's Directors, as well asevaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the standalone

Opinion

In our opinion and to the best of our information and according to theexplanations given to us, the aforesaid standalone financial statements givethe information required by the Act in the manner so required and give atrue and fair view in conformity with the accounting principles generallyaccepted in India, of the state of affairs of the Company as at 31 March2015 and its Loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 (‘theOrder’) issued by the Central Government of India in terms ofsub-section (11) of section 143 of the Act, we give in the Annexure astatement on the matters specified in the paragraph 3 and 4 of theOrder, to the extent applicable.

2. As required by Section 143 (3) of the Act, we report that:

a) We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary forthe purposes of our audit.

b) in our opinion proper books of account as required by law havebeen kept by the Company so far as it appears from ourexaminationof those books;

58


c) the balance sheet, the statement of profit and loss and the cashflow statement dealt with by this Report are in agreement with thebooks of account;

d) in our opinion, the aforesaid standalone financial statementscomply with the Accounting Standards specified under Section133 of the Act, read with Rule 7 of the Companies (Accounts)Rules, 2014;

e) on the basis of the written representations received from thedirectors as on 31 March 2015 taken on record by the Board ofDirectors, none of the directors is disqualified as on 31 March2015 from being appointed as a director in terms of Section 164(2) of the Act; and

f) With respect to the other matters to be included in the Auditor’sReport in accordance with Rule 11 of the Companies (Audit andAuditors) Rules, 2014, in our opinion and to the best of ourinformation and according to the explanations given to us:

i. The Company does not have any pending litigations.

ii. The Company did not have any long-term contracts includingderivative contracts for which there were any materialforeseeable losses.

iii. There were no amounts which were required to betransferred to the Investor Education and Protection Fundby the Company

For M M REDDY & Co.,

Chartered Accountants

Firm Registration No.010371S

(M Madhusudhana Reddy)

Place: Hyderabad Partner

Date : 21.05.2015 Membership No.213077

59


ANNEXURE TO THE AUDITORS' REPORT

The Annexure referred to in our Independent Auditors' Report to the membersof the Company on the financial statements for theYear ended 31 March2015, we report that:

i. a. The Company has maintained proper records showing fullparticulars, including quantitative details and situation of fixedassets.

b. The Company has a regular programme of physical verificationof its fixed assets by which fixed assets are verified in a phasedmanner. In accordance with this programme, certain fixed assetswere verified during the year and no material discrepancies werenoticed on such verification. In our opinion, this periodicity ofphysical verification is reasonable having regard to the size ofthe Company and the nature of its assets.

ii. a. According to the information and explanations given to us, themanagement has conducted physical verification of inventoriesat reasonable intervals during the year. In our opinion, thefrequency of verification is reasonable.

b. In our opinion and according to the information and explanationsgiven to us, the procedures followed by the management forphysical verification of inventories are reasonable and adequatein relation to the size of the Company and the nature of itsbusiness.

c. In our opinion and according to the information and explanationsgiven to us, the Company is maintaining proper records ofinventories. As per the information and explanation given to us,no material discrepancies were noticedon physical verification.

iii. The Company has not granted any loans to bodies corporate coveredin the register maintained under section 189 of the Companies Act,2013 (‘the Act’).

iv. In our opinion and according to the information and explanations givento us, the Company has an adequate internal control systemcommensurate with its size and the nature of its business for thepurchase of inventory and fixed assets and for the sale of goods andservices. During the course of our audit, we have not observed

60


anycontinuing failure to correct major weaknesses in such internalcontrol system.

v. The Company has not accepted any deposits from the public.

vi. The Central Government has not prescribed the maintenance of costrecords under section 148(1) of the Act, for any of the services renderedby the Company.

vii. a. According to the information and explanations given to us andon the basis of our examination of the records of the Company,amounts deducted / accrued in the books of account in respectof undisputed statutory dues including provident fund, employees'state insurance, duty of excise income tax, sales tax, wealth tax,service tax, duty of customs, value added tax, cess and othermaterial statutory dues have been regularly deposited during theyear by the Company with the appropriate authorities.

b. According to the information and explanations given to us, noundisputed amounts payable in respect of provident fund, incometax, sales tax, wealth tax, service tax, duty of customs, value addedtax, cess and other material statutory dues were in arrears as at31 March 2015 for a period of more than six months from thedate they became payable.

c. According to the information and explanations given to us, thereare no material dues of wealth tax, duty of customs and cesswhich have not been deposited with the appropriate authoritieson account of any dispute.

d. According to the information and explanations given to us thecompany does not have any liability to be transferred to theinvestor educationand protection fund in accordance with therelevant provisions of the Companies Act, 1956 (1 of 1956) andrules there under.

viii. The Company have accumulated losses of Rs. 2,37,54,491/- at theend of the financial year and has incurred cash losses ofRs. 1,17,78,764/- in the financial year .

ix. The Company did not have any outstanding dues to financialinstitutions, banks or debenture holders during the year.

61


x. In our opinion and according to the information and the explanationsgiven to us, the Company has not given any guarantee for loans takenby others from banks or financial institutions.

xi. The Company did not have any term loans outstanding during theyear.

xii. According to the information and explanations given to us, no materialfraud on or by the Company has been noticed or reported during thecourse of our audit.

For M M REDDY & Co.,

Chartered Accountants

Firm Registration No.010371S

(M Madhusudhana Reddy)

Place: Hyderabad Partner

Date : 21.05.2015 Membership No.213077

62


AS AT AS ATPARTICULARS NOTE 31.03.2015 31.03.2014

No. Rs. Rs.

I. EQUITY AND LIABILITIES(1) Shareholders’ funds

(a) Share Capital 2 15,478,830 15,478,830(b) Reserves and Surplus 3 (19,529,191) (7,553,464)(c) Money received against share warrants

(2) Share application money pending allotment - -(3) Non-Current Liabilities

(a) Long-term borrowings 4 18,122,081 17,922,081(b) Defferred tax liabilities (Net) - -(c) Other Long term liabilities 5 3,249,422 3,480,000(d) Long term provisions - -

(4) Current Liabilities(a) Short-term borrowings - -(b) Trade payables 6 153,504 32,757(c) Other current liabilities - -(d) Short-term provisions 7 2,108,065 2,552,569

Total 19,582,711 31,912,773II.Assets(1) Non-current assets

(a) Fixed assets (i) Tangible assets 8 - 2,149,790 (ii) Intangible assets - - (iii) Capital work-in-progress - 10,437,000 (iv) Intangible assets under development - -(b) Non-current investments 9 17,146,350 17,146,350(c) Defferred tax assets (net) - -(d) Long term loans and advances 10 63,314 63,314(e) Other non-current assets - -

(2) Current assets(a) Current investments - -(b) Inventories 11 - -(c) Trade receivables 12 400,000 1,400,000(d) Cash and cash equivalents 13 1,583,537 326,809(e) Short-term loans and advances 14 389,510 389,510(f) Other current assets 15 - -

Total 19,582,711 31,912,773Summary of Significant Accounting Ploicies 24

BALANCE SHEET AS AT 31ST MARCH, 2015JYOTHI INFRAVENTURES LIMITED

As per my report of even date For & on behalf of the Board Jyothi Infraventures LimitedFor MM Reddy & Co.,Chartered AccountantsFirm Regn. No: 010371S Sd/- Sd/-

M.Madhusudhana Reddy T. Sailaja Ch. SujanPartner Managing Director DirectorM.No. 213077 (DIN: 00127831) (DIN: 02810450)

Place : HyderabadDate : 21-05-2015

63


JYOTHI INFRAVENTURES LIMITEDSTATEMENT OF PROFIT AND LOSS

PROFIT AND LOSS STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2015

AS AT AS ATPARTICULARS Note 31.03.2015 31.03.2014

No. Rs. Rs.

I. Revenue from operations 16 - 504,099II. Other Income 17 - 2,021III. Total Revenue (I +II) - 506,120

IV. Expenses:Cost of materials consumed 18 - -Purchase of Stock-in-Trade - -Changes in inventories of finished goods,work-in-progress and Stock-in-Trade 19 - 358,850Employee benefit expense 20 752,387 602,500Other operating expenses 21 10,845,935 696,689Administrative Expenses 22 291,762 399,660Financial costs 23 1,719 721Depreciation and amortization expense 8 83,924 111,051Other expenses - -

Total Expenses 11,975,727 2,169,471

V. Profit before exceptional and extraordinary items and tax (III-IV) (11,975,727) (1,663,351)VI. Exceptional Items - -VII. Profit before extraordinary items and tax (V - VI) (11,975,727) (1,663,351)VIII. Extraordinary Items - -IX. Profit before tax (VII - VIII) (11,975,727) (1,663,351)X. Tax expense:

(1) Current tax - -(2) Deferred tax - -

XI. Profit(Loss) from the perid from continuing operations( IX - X) (11,975,727) (1,663,351)XII. Profit/(Loss) from discontinuing operations - -XIII. Tax expense of discontinuing operations - -XIV. Profit/(Loss) from Discontinuing operations (XII - XIII) - -XV. Profit/(Loss) for the period (XI + XIV) (11,975,727) (1,663,351)XVI. Earning per equity share:

(1) Basic (7.74) (1.07)(2) Diluted (7.74) (1.07)

Summary of Significant Accounting Ploicies 24The accomanying Notes are an Integral Part of the Financial Statements

(amount in Rs.)




64


JYOTHI INFRAVENTURES LIMITED

(Formerly known as Executive Stock Brocking Services Limited)

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2015

(All amounts in Indian Rupees except for share data or otherwise stated)

A. Cash flow from operating activities :

Net profit / (Loss) before tax (11,975,727) (1,663,351)

Adjustments for:

Loss on sale of fixed asset 10,407,629

Preliminary Expences Written Off - -

Depreciation 83,924 111,051

Operating profit before working capital changes (1,484,174) (1,552,300)

Movements in working capital :

(Increase)/Decrease in Trade Receivables 1,000,000 57,099

(Increase)/Decrease in inventories - 358,850

(Increase)/Decrease in other current assets - 28,919

(Increase)/Decrease in Short term Loans and advances - 300,000

(Increase)/Decrease in Short term Provisions (444,504) 193,618

Increase/ (Decrease) in Trade Paybles 120,747 (73,753)

Cash generated from /(used in) operations (807,931) (687,567)

Taxes paid - -

Net cash used in /(generated from ) operating activities (807,931) (687,567)

B. Cash flows from investing activities

Purchase of fixed assets - -

Sale of fixed assets 2,095,237 -

Dividends received - -

Net cash used in investing activities 2,095,237 -

C. Cash flows from financing activities

Other Long term Loans and advance - 287,586

Other Long term Liabilities (214,579) -

Other Long term borrowings 200,000 500,000

Net cash generated from /(used in) financing activities (14,579) 787,586

Net increase/(decrease) in cash and cash equivalents (A + B + C) 1,272,727 100,019

Cash and cash equivalents at the beginning of the year 326,809 226,790

Cash and cash equivalents at the end of the year 1,599,536 326,809

This is the Cash Flow Statement referred to in our report of even date.

PARTICULARS 2014-15 2013-14AS AT 31.03.2015 AS AT 31.03.2014




65


NOTES TO FINANCIAL STATEMENTS

1. Significant Accounting Policies

a. Basis of preparation of Financial Statements

The accompanying financial statements are prepared in accordancewith Indian Generally Accepted Accounting Principles (GAAP) underthe historical cost convention, on the basis of a going concern basis,while revenue, expenses, assets and Liabilities accounted/recognizedon accrual basis. GAAP comprises mandatory accounting asprescribed under Section 133 of the Companies Act, 2013 (‘the Act’)read with Rule 7 of the Companies (Accounts) Rules, 2014, theprovisions of the Act (to the extent notified) and guidelines issued bythe Securities and Exchange Board of India (SEBI) Accounting policiesare consistently applied except where a newly issued accountingstandard is initially adopted or a revision to an existing accountingstandard requires a change in the accounting policy hitherto in use.Management evaluates all recently issued or revised accountingstandards on an ongoing basis.

b. Use of Estimates

The preparation of financial statements in conformity with generallyaccepted accounting principles requires management to makeestimates and assumptions that affect the required amounts of assetsand liabilities and disclosure of contingent liabilities at the date of thefinancial statements and the results of operations during the reportingperiod. Although these estimates are based upon management’s bestknowledge of current events and actions, actual results could differfrom these estimates.

c. Revenue Recognition

Revenue is recognized to the extent that it is probable that the economicbenefits will flow to the Company and revenue can be reliablymeasured.

d. Fixed Assets

Fixed Assets are stated at cost less accumulated depreciation. Costcomprises the purchase price, freight, duties, taxes and any attributablecost of bringing the asset to its working condition for its intended use.

66


e. Depreciation

Depreciation on fixed assets has been provided on straight-line methodbased on useful life of asset specified in Schedule II of the CompaniesAct, 2013 on pro-rata basis.

f. Investments

Long term Investments are stated at cost. The short term investmentsof the parent company are valued and carried at cost or fair valuewhichever is lower. In case of sale of investments, the gain / lossbrought into the books of account.

g. Borrowing costs:

Borrowing costs that are directly attributable to the acquisition or theconstruction of a qualifying asset is capitalized for the period until theasset is ready for its intended use. A qualifying asset is one thatnecessarily takes substantial period of time i.e more than 12 monthsto get ready for intended use. All other borrowing costs are chargedto revenues

h. Income Tax

i. Current tax :

Current income tax is measured at the amount expected to bepaid to the tax authorities in accordance with the Indian IncomeTax Act, 1961.

ii. Deferred tax :

Deferred income taxes is recognized, subject to the considerationof prudence on timing differences, being the difference betweentaxable income and accounting income that originate in oneperiod and are capable of reversal in one or more subsequentperiods. Deferred tax is measured based on the tax rates andthe tax laws enacted or substantively enacted at the balance sheetdate.

Deferred tax assets are recognized only to the extent that there isreasonable certainty that sufficient future taxable income will beavailable against which such deferred tax assets can be realized.Where the Company has carry forward of unabsorbeddepreciation or tax losses deferred tax assets are recognized onlyif it is virtually certain backed by convincing evidence that suchdeferred tax assets can be realized against future taxable profits.

67


i. Earnings per share

Basic earnings per share are calculated by dividing the net profit orloss for the period attributable to equity shareholders by the weightedaverage number of equity shares outstanding during the period.

j. Provisions

A Provision is recognized when the Company has a present obligationas a result of past event i.e it is probable that an outflow of resourceswill be required to settle the obligation in respect of which a reliableestimate can be made. Provisions are not discounted to its presentvalue and are determined based on best estimate required to settlethe obligation at the balance sheet date. These are reviewed at eachbalance sheet date and adjusted to reflect the current best estimates.

k. Cash Flow Statement:

Cash Flow Statement has been prepared under indirect method asper the Accounting Standard-3 “Cash Flow Statement”.

l. Cash and cash equivalents

Cash and cash equivalents comprise cash and cash on deposit withbanks and corporations. The Company considers all highly liquidinvestments with a remaining maturity at the date of purchase of threemonths or less and that are readily convertible to known amounts ofcash to be cash equivalents.

68


a. Share Capital ( For each class of capital )

(a) Authorised 6,250,000 62,500,000 6,250,000 62,500,000

(b) Issued 1,547,883 15,478,830 1,547,883 15,478,830

(c) Subscribed & Fully Paid Up 1,547,883 15,478,830 1,547,883 15,478,830

(d) Subscribed & not fully paid up - - - -

(e) Par value per share Rs. 10

Total Equity Share capital 1,547,883 15,478,830 1,547,883 15,478,830

b Preference shares at the beginningas per class of shares - -

Add : Issued/Repaid During the year - -

Less : Repaid During the year - -

Preference shares at the end of the Year - -

Total Share capital ( Equity and Preference ) 15,478,830 15,478,830

b Pursuant to Sanction of Scheme of Arrangement by Hon’ble High Court of Andhra Pradesh vide orderdated 21st April, 2014 and report issued on 13-5-2014. After setting off loss of Rs.3,61,17,170/- theExisting Paid up Share Capital of Company shall stand reduced from Rs.5,15,96,000/- divided into51,59,600 equity shares of Rs.10/- each to Rs.1,54,78,830/- divided into 15,47,883 equity shares ofRs.10/- each. The financial Statements were restated wherever applicable as per the scheme of ar-rangement with effect from 1-4-2012.

d A Reconcilation of the number of shares outstanding Number of Shares Number of Sharesat the beginning and at the end of the reporting period:

Equity Shares of Rs.10Each, Fully paid up :

At the Beginning 1,547,883 1,547,883Fully paid up during the year - -

Issued during the year - Bonus Issue - -Issued during the year - Cash Issue - -Issued during the year - ESOP - -Forfeited / Bought Back during the year - -At the end 1,547,883 1,547,883

e Details of Shareholder holding more than5% shares of the company: % of Share Holding % of Share Holding

Equity Shares of Rs. 10 each Held By No. of Shares % of Shares No. of Shares % of Shares

TAMMINEEDI SAILAJA 1,153,080 74.49 1,153,080 74.49

NOTE NO. 2 : SHARE CAPITAL

S.NO. Particulars As on 31/03/2015 As on 31/03/2014No. of Shares Amount No. of Shares Amount

69


NOTE NO. 3 : RESERVES AND SURPLUS

S. Particulars As at As atNo. 31.03.2015 31.03.2014

I RESERVES AND SURPLUS

a) Capital reserve

As at the commencement of the year - -

Add: Additions during the year - -

Less: Utilised during the year - -

- -

b) Capital Redemption reserve




- -

c) Securities Premium Reserve

As at the commencement of the year 4,202,500 4,202,500

Add: Shares forfeited during the year - -


4,202,500 4,202,500

d) Debenture redemtion reserve




- -

e) Revaluation reserve - -

f) Share options outstanding account - -

g) General Reserves

As at the commencement of the year 22,800 22,800



22,800 22,800

h) Surpuls :

i) Opening Balance - Profit and Loss Account (11,778,764) (10,115,413)

Add: Transfer from Profit & Loss Account (11,975,727) (1,663,351)

Less: Transfer To General Reserve - -

Less: Dividend - -

Less: Bonus shares - -

Less: Transfer to/from reservs. - -

(23,754,491) (11,778,764)

II. A Reserve specifically represented by earmarked investments - -

Total Reserves and Surplus (19,529,191) (7,553,464)

70


NOTE NO. 4 : LONG TERM BORROWINGS


I Long Term borrings

a) Bonds/debentures

Secured - -

Unsecured - -

b) Term loans:

From banks:

Secured - -

Unsecured - -

From other parties:

Secured - -

Unsecured - -

c) Deffered payment laibiliteies - -

d) Deposits

Secured - -

Unsecured - -

e) Loans and advances from related parties

Secured : - -

Un Secured:

From Directors 18,122,081 17,922,081

f) loang term maturities of finance lease obligations - -

g) other loans and advances ( specify the nature ) - -

Notes :

II Nature of security to be specified in each case Nil Nil

III Where loans have been guaranteed by directors or others,the aggregate amount of such loans undereach head shall be disclosed. Nil Nil

IV Bonds/debentures along with rate of interest andparticulars of redemption or convesion shall bestated in decending order. Nil Nil

V Particulars of any redeemed bonds/ debentures whichthe company has the power to reissue shall be disclosed. Nil Nil

VI Terms of repayment of term loans andother loans shall be stated. Nil Nil

VII Period and amount of countinuing default as onthe balance sheet date in repayment of loans and interest,shall be specified seperately in each case. Nil Nil

Total long term borrowings 18,122,081 17,922,081

71


NOTE NO. 5 : OTHER LONG TERM LIABILITES


a) Trade Payables & Others

- Advance from Customers 3,249,422 3,480,000

- Other Liabilities

b) Others ( specify the nature) - -

Total other long term liabilites 3,249,422 3,480,000

NOTE NO. 6 : TRADE PAYABLES

I a) Trade Payables 153,504 32,757

b) Acceptances - -

b) Dues to Micro & Small Medium Enterprises - -

Total Trade Payables 153,504 32,757

NOTE NO. 7 : SHORT TERM PROVISIONS

I a) Provisions for employee benefits

PF Payable - -

Salaries Payable - -

b) Others ( Specify the nature )

Tax Deducted at source 28,065 17,148

Provision for Expenses 2,080,000 2,535,421

Total short term provisions 2,108,065 2,552,569

72


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73


NOTE NO. 9 : NON- CURRENT INVESTMENTS

I Non- Current Assets

1) Investment in Subsidiaries

a) Equity Shares - -

b) Preference Shares - -

2) Trade Investments

a) Investment Property - -

b) Investment in Equity Instrument Quoted

Sriven Multitech Limited-1250000 sharesof Rs.10/- each 12,500,000 12,500,000

12,500,000 12,500,000

Unquoted

Satya Kamal Agros-464635 shares of Rs.10/-each 4,646,350 4,646,350

Name of the Company & No of Shares held

Total Non Current Investments 17,146,350 17,146,350

Less: Provision for Diminution in Investments - -

Total Non - Current Assets ( Net ) 17,146,350 17,146,350

NOTE NO. 10 : LONG TERM LOANS AND ADVANCES

I Long - term loans and advances:

a) Capital advance

b) Security Deposit

Unsecured 63,314 63,314

c) Loans and advances to related parties ( giving details thereof)d) Other loans And advances ( Specify the nature )

Total Long term loans & advances 63,314 63,314

Less : Provision for Doubtfull Debts - -

Total Long term loans & advances( net ) 63,314 63,314

Notes :

II Allowance for bad and doubtful loans and advances shall be disclosed under the relevent headsseperately

III Loans and advances due by directors or others officers of the company and any of them eitherserverelly or jointly with any other persons or amounts due by the firms or private companies

respectively in which any director is a partner or a director or a member shold be seperately stated.


74


NOTE NO. 11 : INVENTORIES

I Inventories :

a) Raw materials

Material - A - -

Material - A - -

Material - Others - -

Sub Total - -

b) Work - in - progress

Type - A - -

Type - B - -

Type - Others - -

Sub Total - -

c) Finished goods

12 MM Metal, metal dust etc - -

- -

Sub Total - -

d) Stock - in - trade ( in respect of goods acquired for trading ) Type - A - -

Type - B - -

Type - Others - -

Sub Total - -

e) Stores and spares - -

f) Loose tools - -

g) Others - -

Total Inventories - -


75


NOTE NO. 12 : TRADE RECEIVABLES

I Outstanding for a period exceeding six months from the date they are due for payment

Secured, Considered Good - -

Unsecured, Considered Good 400,000 1,400,000

Doubtful - -

400,000 1,400,000

Other Receivables:

Secured, Considered Good - -

Unsecured, Considered Good - -

Doubtful - -

Total trade recivable 400,000 1,400,000

Less : Allowance for bad & doubtful debts - -

Total Trade Receivables(net) 400,000 1,400,000

NOTE NO. 13 : CASH AND BANK BALANCES

I Cash and cash eqivalents :

a) Balances with banks :

1) On Current Accounts 1,557,989 281,763

2) Margin Money - -

3) Bank deposits with more than 12 months maturity - -

3) Un Paid Dividend Account - -

b) Cheques, Draft on hand - -

c) Cash on hand 25,548 45,046.0

d) Others

Sub Total 1,583,537 326,809

Other Bank Balances

On Deposit Accounts

1) Having Maturity more than 3 Months but less than or equal to 12 months from date of deposit - -

2) Having Maturity more than 12 Months from date of deposit - -

3) On Margin Money Deposit Accounts - -

Sub Total - -

Total Cash and Cash Equivalents 1,583,537 326,809


76


NOTE NO. 14 : SHORT TERM LOANS AND ADVANCES

I short - term loans and advances:

a) Security Deposit

Secured - -

Unsecured - -

Doubtfull - -

b) Loans and advances to related parties ( giving details thereof) Secured - -

Unsecured - -

Doubtfull - -

c) Other loans And advances ( Specify the nature )

Unsecured 389,510 389,510

Advance for Machinery - -

- -

Total short term loans & advances 389,510 389,510

Less : Provision for Doubtfull Debts - -

Total short term loans & advances( net ) 389,510 389,510

II Allowance for bad and doubtful loans and advances shall be disclosed under the releventheads seperately

III Loans and advances due by directors or others officers of the company and any of themeither serverelly or jointly with any other persons or amounts due by the firms or privatecompanies respectively in which any director is a partner or a director or a member sholdbe seperately stated.

NOTE NO.15 : OTHER CURRENT ASSETS

I Tax Deducted at Source - -VAT- Input Credit - -

- -

Note : In case any amount classifed under this category as doubtful, it is advisable that suchdoubtful amount as well as any provision made there against should be seperately disclosed.


77


NOTE NUMBERS TO STATEMENT OF PROFIT & LOSS

NOTE NO. 16 : REVENUE FROM OPERATIONS

(i) Revenue from operations in respect of non-finance company

(a) Contract Receipts - -

(b) sales - 504,099

Total Revenue from Operations - 504,099

NOTE NO. 17 : OTHER INCOME

I (a)Interest income (Other than a finance company) - 2,021

Total Other Income - 2,021

NOTE NO. 18 : COST OF MATERIALS CONSUMED

I Material cost - -

Total Cost Of Contracts - -

NOTE NO. 19 : CHANGE IN INVENTORIES & WIP.

I Finished Goods

Finished goods at the beginning of the year - 358,850

Less : Finished goods at the end of the year - -

Sub Total (A) - 358,850

Work in Progress

Work in progress at the beginning of the year - -

Less : work in progress at the end of the year - -

Sub Total (B) - -

Stock in trade

Stock in trade at the beginning of the year - -

Less : Stock in trade at the end of the year - -

Sub Total ( C) - -

(Increase) / Decrease in Inventories (A+B+C) - 358,850


78


NOTE NO. 20 : EMLOYEE BENEFIT EXPENSES (AGGREGATE EXPENDITURE)

I (a) Salaries & Wages 750,000 600,000

(b) Staff Welfare Expenses 2,387 2,500

Total Employee Benefit Expenses 752,387 602,500

NOTE NO. 21 : OTHER OPERATING EXPENSES

I (a) plant operation charges - -

(b) Power & Fuel - 283,261

(c )Equipment Hire charges - -

(d) Rent 68,000 120,000

(e) Repairs to Building - -

(f) Repairs to Machinery - -

(g) Plant Maintenance - 6,500

(h) Rates & Taxes 231,006 70,931

(i ) Advertisement Expenses 126,823 205,637

(j) Miscellaneous expenses 5 360

(k) Payment to Auditors: 12,472 10,000

(l) Loss on sale of Asset 10,407,629 -

(m) Miscellaneous Expenses written off - -

Total Other Expenses 10,845,935 696,689

NOTE NO. 22 : ADMINSTRATIVE EXPENSES

I (a) Telephone, Postage and Others 45,203 45,285.00

(b) conveyance - -

(c ) Printing & Stationery Expenses 44,255 60,671.00

(d) Professional Consultancy fee 202,304 233,276

(e) Vat paid - 60,428

(f) Mining Royalty paid - -

Total Administrative Expenses 291,762 399,660

NOTE NO. 23 : FINANCE COST

I (a) Bank Charges 1,719 721

Total Finance Cost 1,719 721


79


24. Contingent Liabilities and Commitments – NIL-

25. Related Party Transactions

As per AS-18 issued by The Institute of Chartered Accountants of India,the disclosures of transactions with the related parties as defined inthe Accounting Standard as follows:

Name of the Description of the Description of nature 2014-15 2013-14related party relationship between of transactions Rs. Rs.

the parties

T.T. Sailaja Key Management Receipt of Unsecured 2,00,000 1,5,00,000Personnel Loan(Managing Director)

Balance as on 1,81,22,081 1,79,22,08131st March

26. Value of Imports and Exports - NIL

27. Auditors’ Remuneration Amount in Rs.

Particulars Year ended Year ended

31st March 2015 31st March 2014

Statutory Auditors 12,472 10,000

28. Earnings Per Share Amount in Rs.

S.No. Particulars Year ended Year ended31st March 2015 31st March 2014

1. Net Profit available for EquityShareholders (1,19,75,727) (16,63,351)

2. Weighted Average Number OfEquity Shares (Nos) 15,47,883 15,47,883

3. Earnings Per Share – (7.74) (1.07)Basic and Diluted

80


29. Balances under Trade Receivable, Trade Payables, are subjected toconfirmation and reconciliation from respective parties.

30. Segment Reporting: There are no separate reportable segments(business and/or geographical) in accordance with the requirementsof Accounting Standard 17 – ‘Segment Reporting’ issued by the Instituteof Chartered Accountants of India.

31. Previous year figures have been regrouped wherever if thoughtnecessary in conformity with the current year groupings. Paise havebeen rounded off to the nearest rupee. Notes on financial statements,Cash Flow Statement and statement on accounting policies form anintegral part of the balance sheet and profit and loss statement.




81


CIN : L45203TG1995PLC019867Name of the company : JYOTHI INFRAVENTURES LIMITED

Registered office : 8-2-293/82/J/B/1 to 3 Plot No 83B,Journalists cly, Opposite Apollo Hospital,Jubilee Hills, Hyderabad, Telangana – 50003.

Name of the member(s):

Registered Address:

E-mail Id:

I/We, being the member (s) of …………. shares of the above named company, hereby appoint1. Name : ……………………

Address :E-mail Id :Signature: ……………., or failing him/her

2. Name : ……………………Address:E-mail Id :Signature: ……………., or failing him/her

3. Name : …………………Address:E-mail Id:Signature: …………….

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 20thAnnual General Meeting of the Company, to be held on Wednesday, 30th September, 2015 at10.00 A.M. at 68-2-293/82/J/B/1 to 3 Plot No.83B, Journalists cly, Opposite Apollo Hospital,Jubilee Hills, Hyderabad-500033, Telangana and at any adjournment thereof in respect ofsuch resolutions as are indicated below:

Resolution No.1. Approval of financial statements for the year ended 31.03.20152. Appointment of Ms. T. Sailaja, who retires by rotation and being eligible for reappointment3. Appointment of statutory auditors and fixation of their remuneration4. Amendment of Articles of Association of the Company

Signed this …..… day of………… 2015

Affix Revenue Stamp

Signature of shareholder

Signature of Proxy holder(s)Note: This form of proxy in order to be effective should be duly completed and deposited atthe Registered Office of the Company, not less than 48 hours before the commencement of

Form No. MGT-11

PROXY FORM[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3)

of the Companies (Management and Administration) Rules, 2014]

AffixRevenueStamp

82


JYOTHI INFRAVENTURES LIMITED68-2-293/82/J/B/1 to 3 Plot No.83B, Journalists cly

Opposite Apollo Hospital, Jubilee Hills,Hyderabad-500033, Telangana

ATTENDANCE SLIP(Please present this slip at the Meeting venue)

I hereby record my presence at the 20th Annual General Meeting of the members of theCompany to be held on Wednesday, 30Th September, 2015 at 10.00 A.M. 68-2-293/82/J/B/1to 3 Plot No.83B, Journalists cly, Opposite Apollo Hospital, Jubilee Hills, Hyderabad-500033,and Telangana and at any adjourned meeting thereof.

Shareholders’/Proxy’s Signature __________________________________

Shareholders’/Proxy’s full name ___________________________________(In block letters)

Folio No./ Client ID ___________________

No. of shares held _________

Note:Shareholders attending the meeting in person or by proxy are required to complete the atten-dance slip and hand it over at the entrance of the meeting hall

83


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# 8-2-293/82/J/B/1 to 3 Plot No.83B,Journalists Colony, Opposite Apollo Hospital,Jubilee Hills, Hyderabad-500033, Telangana

JYOTHI INFRAVENTURES LIMITED

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