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Jigyasa Infrastructure Ltd.

BSE: 780019 Sector: Infrastructure
NSE: N.A. ISIN Code: INE107Q01011
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Jigyasa Infrastructure Ltd. (JIGYASAINFRAST) - Director Report

Company director report

TO THE MEMBERS

Your Directors have great pleasure in presenting the Annual Report together with theAudited Accounts of the Company for the year ended at 31st March 2016.

FINANCIAL RESULTS

The summarized performance of the Company for the years 2015-16 and 2014-15 is givenbelow:

(Rupees in Lacs)

Particulars

For Financial Year Ended

31st March 2016 31st March 2015
Total Income 242.22 271.30
Total Expenditure 221.49 264.76
Profit before Tax 20.07 6.54
Less: Tax Expense 6.40 2.02
Profit/(Loss) adjusted - -
Profit/(Loss) carried to Balance Sheet 14.32 4.52

RESULTS OF OPERATIONS

Operating in a volatile and uncertain environment the Company demonstrated theresilience of its business model. The Company delivers robust profits in the financialyear 2015-16. The highlights of the Company's performance are as mentioned above.

DIVIDEND

The Directors have not recommended any dividend for the financial year 2015-16.in viewof the requirement of funds for expansion of the business.

DIRECTORS

During the year under Review there is Shri Daya Kishan has resigned from the Board ofDirectors as on 05.10.2015 and on the same date Mr. Chandan Kumar Bansraj Gautam wasappointed as the Independent Director. Mr. Umesh Vandil who retires by Rotation eligibleoffers himself for Re-appointment.

STATE OF COMPANY AFFIARS

The Company is complying with all the applicable laws and provisions and there is noadverse action against the business operations of the Company.

CHANGE IN THE NATURE OF BUSINESS

During the year the Company has not changed its nature of business.

STATUTORY AUDITOR AND HIS REPORT

At the Annual General Meeting held on August 24 2016 M/S Gyanesh Gupta& Co. Chartered Accountants were appointed as Statutory Auditors of the Companyfor a period of five years. In terms of the first proviso to section 139 of the CompaniesAct 2013 the appointment of the Auditors is to be placed for ratification at the AnnualGeneral Meeting. Accordingly the appointment of M/S Gyanesh Gupta & Co .Chartered Accountants as Statutory Auditors of the Company is placed for ratification bythe Shareholders. In this regard the Company has received a Certificate from the Auditorsto the effect that if they are appointed it would be in accordance with the provision ofsection 141 of the Companies Act 2013. The Report given by the Statuto ry Auditors forthe Financial Statements for the year ended March 31 2015 read with explanatory notesthereon do not call for any explanation or comments from the Board under Section 134(3) ofthe Companies Act 2013.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

The Company has a formal system of internal control testing which examines both thedesign effectiveness and operational effectiveness to ensure reliability of financial andoperational information and all statutory / regulatory compliances. The Company has astrong monitoring and reporting process resulting in financial discipline andaccountability

DEPOSITS

The Company has not accepted deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules2014. No amount of principal or interest was outstanding as on the date of Balance Sheet.

NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES ANDASSOCIATE

Companies during the year Since the Company has no subsidiaries as on 31st March 2016provision of section 129 of the Companies Act 2013 is not applicable.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNING AND OUTGO

The provisions of Section 217 (1) (e) of the Companies Act 1956 read with Companies(Disclosure of Particulars in the Report of Board of Directors) Rules 1988 are notapplicable to the Company. Therefore the information relating to conservation of energyor technology absorption etc. is not given. There has been no foreign exchange earningsand outgo during the year under Report.

SUBSIDARY COMPANIES

The Company does not have any subsidiary.

Since there is no subsidiary of the Company at present hence no consolidated financialstatements have been prepared.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the Financial Position of the Companywhich have occurred between the end of the Financial year of the Company to which theFinancial Statement relate and the date of this report.

DIRECTORS RESPONSIBILITY STATEMENT

As required by Section 134 (3) (c) of the Companies Act 2013 your Board of Directorshereby state:

a. in the preparation of the annual accounts for the financial year ended on 31stMarch 2016 the applicable accounting standards had been followed along with properexplanation relating to material departures;

b. the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

c. the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

d. the directors had prepared the annual accounts on a going concern basis;

e. the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

f. the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

INDEPENDENT DIRECTORS' MEETING

During the year under review the Independent Directors met on 13thNovember 2015 inter alia to discuss:

• Evaluation of the performance of Non-independent Directors and the Board ofDirectors as a whole.

• Evaluation of the performance of the chairman of the Company taking intoaccount the views of the Executive and Non-executive directors.

• Evaluation of the quality content and timelines of flow of information betweenthe Management and the Board that is necessary for the Board to effectively and reasonablyperform its duties.

• All the Independent Directors were present at the Meeting.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review the Company is not required to comply with the provisionsrelated to Corporate Social Responsibility on the basis of its financial statement.

FAMILIARIZATION PROGRAMME

The Company at its various meetings held during the Financial year 2015-16 hadfamiliarize the Independent Directors with regard to the roles rights responsibilitiesin the Company nature of the industry in which the Company operates the Business modelsof the Company etc. The Independent Directors have been provided with necessary documentsreports and internal policies to familiarize then with the Company's policies proceduresand practices.

Periodic presentations are made to the Board and Board Committee meeting on Businessand performance updates of the Company Business strategy and risks involved.

Quarterly updates on relevant statutory changes and judicial pronouncements andencompassing important amendments are briefed to the Directors.

ALLOTMENT OF PREFERENTIAL SHARES

During the under Review Company had not made Preferential Issue.

CHANGES IN THE KEY MANAGERIAL PERSONNEL

During the year under Review Director Mr. Shri Daya Kishan has Resigned as on05.10.2015 and Mr. Chandan Kumar Bansraj gautam was appointed as an Independent Directoras on 05.10.2015.

Mr. Hitesh drolia Company secretary of the Company has resigned on 24.08.2015

DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT. IF ANY

All Independent Directors have given declaration that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act and ListingAgreement.

DISCLOSURES RELATED TO BOARD. COMMITTEES AND POLICIES

a) Board Meetings

During the year 09(Nine) Board Meetings were convened and held. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013.

b) Board Evaluation

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anAnnual Performance evaluation of its own performance the Directors individually as wellas the evaluation of the working of its various Committees. A separate exercise wascarried out to evaluate the performance of individual Directors including the Chairman ofthe Board who were evaluated on parameters such as level of engagement and contributionindependence of judgment safeguarding the interest of the Company and its minorityshareholders etc. The performance evaluation of the Independent Directors was carried outby the entire Board excluding the Directors being evaluated.

c) Audit Committee

The Board has well-qualified Audit Committee with majority of Independent Directorsincluding Chairman. They possess sound knowledge on Accounts Audit Finance TaxationInternal Controls etc. During the year there are no instances where the Board had notaccepted the recommendations of the Audit Committee.

COMPOSITION AND ATTENDANCE AT MEETINGS:

1. Mr. Chandan Kumar Bansraj Gautam

2. Ms. Geeta Devi

3. Sanjay Kumar Singh

4. Mr. Daya Kishan

During the year ended on 31st March 2016 the composition of Audit Committee has beenas under:

Name of Director Designation Category No. Of Meeting Attended
Mr. Chandan Kumar Bansraj Gautam** Chairman Non Executive and Independent Director 2
Ms. Geeta Devi Member Non Executive and Independent Director 4
Mr. Sanjay Kumar Singh Member Non-Independent & Executive Director 4
Mr. Daya Kishan* Chairman Non Executive and Independent Director 2

* Mr. Daya Kishan has resigned as on 05.10.2015

** Mr. Chandan Kumar Bansraj Gautam was appointed as on 05.10.2015

During the financial year 2015-16 Four (4) meeting of Audit Committee was held.

(d) Stakeholders Relationship Committee

In compliance with the provisions of Section 178 of the Companies Act 2013 the Boardhas constituted the "Stakeholders' Relationship Committee".

COMPOSITION AND ATTENDANCE AT MEETINGS:

1. Ms. Geeta Devi

2. Mr. Umesh Vandil

3. Mr. Chandan Kumar Bansraj Gautam

4. Mr. Daya Kishan

During the year ended on 31st March 2016 the composition of Stakeholders RelationshipCommittee has been as under:

The attendance record of the members at the meeting were as follows:

Name of Director Designation Category No. Of Meeting Attended
Ms. Geeta Devi Chairman Non Executive and Independent Director 4
Mr. Umesh Vandil Member Non Executive and Non Independent Director 4
Mr. Chandan Kumar Bansraj Gautam** Member Non Executive and Independent Director 2
Mr. Daya Kishan* Member Non Executive and Independent Director 2

* Mr. Daya Kishan has resigned as on 05.10.2015

** Mr. Chandan Kumar Bansraj Gautam was appointed as on 05.10.2015

During the financial year 2015-16 Four (4) meeting of Audit Committee was held.

(e) Nomination & Remuneration Committee

In compliance with Section 178 of the Companies Act 2013 the Board has constituted -the "Nomination and Remuneration Committee

COMPOSITION AND ATTENDANCE AT MEETINGS:

1. Mr. Daya Kishan

2. Ms. Geeta Devi

3. Mr. Sanjay Kumar Singh

During the year ended on 31st March 2016 the composition of Audit Committee has beenas under:

Name of Director Designation Category No. Of Meeting Attended
Mr. Chandan Kumar Bansraj Gautam Chairman Non Executive and Independent Director 1
Ms. Geeta Devi Member Non Executive and Independent Director 1
Mr. Umesh Vandil Member Non Executive and Non Independent Director 1

During the financial year 2015-16 One (1) meeting of Audit Committee was held.

f) Risk Management

The Company has laid down the procedures to inform to the Board about the riskassessment and minimization procedures and the Board has formulated Risk management policyto ensure that the Board its Audit Committee and its Executive Management shouldcollectively identify the risks impacting the Company's business and document theirprocess of risk identification risk minimization risk optimization as a part of a riskmanagement policy/ strategy.

The common risks inter alia are: Regulations Credit Risk Foreign Exchange andInterest Risk Competition Business Risk Technology Obsolescence Investments Retentionof Talent and Expansion of Facilities etc. Business risk inter-alia further includesfinancial risk political risk legal risk etc. The Board reviews the risk trendexposure and potential impact analysis and prepares risk mitigation plans if necessary.

SECRETARIAL AUDIT

Provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed Ms. Shalu Singhal Proprietor of Shalu Singhal & AssociatesCompany Secretaries to undertake the Secretarial audit of the Company. The SecretarialAuditor Report provided By the Secretarial Auditor in Form No. MR-3 has been enclosed asAnnexure.

Explanation to the observations as notice in the Audit Report: The Management willstrive to overcome the qualifications.

PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE

The prescribed particulars of Employees required under Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is given below:

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIESACT. 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014

Sr. No Name of Director/KM P and Designation Remuneration of Director/ KMP for FY 2015-16 (Rs. In Lakhs) % increase in Remuneration in FY 2015- 16 ** Ratio of Remuneratio n of Director to Median Remuneratio n of employees Ratio of Remuneratio n of Director to Median Remuneratio n of Employees
1. Mr. Sanjay Kumar Singh Whole Time Director 240000 N.A. N.A. N.A.

The number of permanent employees as on 31st March 2016 was 2.

Average of remuneration of employees excluding KMPs - Nil

Company's performance has been provided in the Directors' Report which forms part ofthe Board Report.

The key parameter for the variable component of key managerial personnel(s) is linkedwith Company performance and Individual performance.

The remuneration of Directors KMPs and other employees is in accordance with theRemuneration Policy of the Company.

STATEMENT CONTAINING THE PARTICULARS OF EMPLOYEES IN ACCORDANCE WITH SECTION 197 OF THECOMPANIES ACT 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014 AND FORMING PART OF DIRECTORS' REPORT FOR THE FINANCIALYEAR ENDED MARCH 31 2016 -NOT APPLICABLE

The information required pursuant to Section 197(12) read with Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofEmployees of the Company will be provided on request. In terms of Section 136 of the Actthe reports and accounts are being sent to the members and others entitled theretoexcluding the information on employees particulars mentioned in rule 5(2) of the said rulewhich is available for inspection by the Members at the Registered Office of the Companyduring the business hours on working days of the Company upto the date of ensuing AnnualGeneral Meeting. If any Member is interest in inspecting the same such Member may writeto the Compliance Officer in advance.

PERSONNEL

The Management-Employees relations remained very cordial throughout the year. YourDirectors wish to place on record their appreciation of sincere and devoted servicesrendered by all the workers and staff at all levels.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per the provision of Section 177 (9) of the Companies Act 2013 the Company isrequired to establish an effective Vigil Mechanism for Directors and Employees to reportgenuine concerns. In line with this the Company has framed a Vigil Mechanism Policythrough which the Directors and Employees may report concerns about unethical behavioractual or suspected fraud or violation of the Company's Code of Conduct & Ethicswithout fear of reprisal.

The Employees and Directors may report to the Compliance Officer and have direct accessto the Chairman of the Audit Committee. The Whistle Blower Policy is placed on the websiteof the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION. PROHIBITIONAND REDRESSAL) ACT. 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Woman at Workplace (Prevention Prohibition and Redressal)Act 2013. All women employees (permanent contractual temporary and trainee) are coveredunder this Policy.

The following is a summary of Sexual Harassment complaints received and disposed offduring the year:

a. No. of Complaints received: 0

b. No. of Complaints disposed off: 0

RELATED PARTY TRANSACTIONS

There are no related party transactions in the year under Report.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS

During the year under review the Company has not given any loans and guarantees.Details of Investments covered under the provisions of Section 186 of the Companies Act2013 are given in the Notes to the Financial Statements.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134 (3) (a) of the Companies Act 2013 Extractof the Annual Return for the financial year ended 31st March 2016 made under theprovisions of Section 92 (3) of the Act in Form MGT -9 is annexed herewith.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No Significant and Material orders has been passed by Securities Exchange Board ofIndia Stock Exchanges Tribunal or Courts in the year under Report.

HUMAN RESOURCES INDUSTRIAL RELATIONS

The takes pride in the commitment competence and dedication shown by its employees inall areas of Business.

The Company is committed to nurturing enhancing and retaining top talent throughsuperior Learning and Organizational Development. This is a part of Corporate HR functionand is a critical pillar to support the Organisation's growth and its sustainability inthe long run.

CAUTIONARY STATEMENT

Statements in this Directors Report describing the Company's objectives projectionsestimates expectations or predictions may be "forward looking statements"within the meaning of applicable securities law and regulations. Actual results coulddefer materially from those expressed or implied. Important factors that could makedifference to the Company's operations include changes in Government regulations Taxregimes Economic developments within India and the countries in which the Companyconducts Business and other ancillary factors.

ACNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance andco-operation received from the cooperative banks Government Authorities customersvendors and members during the year under review. Your Directors also wish to place onrecord their deep sense of appreciation for the committed services by the Company'sexecutive's Staff.

For and on behalf of board of
Dated: 28.07.2016 Jigyasa Infrastructure Limited
Place: New Delhi
Sd/- Sd/-
Umesh Vaindil Sanjay Kumar Singh
Director Director
DIN No: 06789400 DIN No: 06793460