Jyothi Infraventures Ltd.
|BSE: 531537||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE681K01018|
|BSE 05:30 | 01 Jan||Jyothi Infraventures Ltd|
|NSE 05:30 | 01 Jan||Jyothi Infraventures Ltd|
Jyothi Infraventures Ltd. (JYOTHIINFRA) - Director Report
Company director report
The Members of M/s Jyothi Infraventures Limited
We have pleasure in presenting the Twentieth Annual report together with Auditedaccounts 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 as under:
(Amount In Rs.)
The Company has recorded a turnover of Rs. Nil and sustained a Loss of Rs. 119 75727in the current year against the turnover of Rs. 504099 and a Loss of Rs. 1663351 inthe previous financial year ending 31.03.2014.
EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:
There were no material changes and commitments affecting financial position of thecompany between 31st March and the date of Boards Report.
CHANGE IN THE NATURE OF BUSINESS:
During the year the Company has not changed its business activities.
Your Directors have decided not to recommend dividend for the year as the Company donot have profit.
The Board of Directors met 6 times during the year on 09.05.2014 23.05.201428.06.2014 22.07.2014 14.11.2014 14.02.2015 and the maximum gap between any twomeetings was less than four months as stipulated 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 Pursuanceof Clause 49 of the Listing Agreement)
POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS INDEPENDENCE:
This policy sets out the guiding principles for the Nomination & RemunerationCommittee for identifying persons who are qualified to become Directors and to determinethe independence of Directors in case of their appointment as independent Directors ofthe 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 the committee constitutedin accordance with the provisions of Section 178 of the Companies Act 2013 and clause 49of the Equity Listing Agreement.
2.3 "Independent Director" means a director referred to in subsection(6) of Section 149 of the Companies Act 2013 and Clause 49(H)(B) of the Equity ListingAgreement.
Qualifications and criteria
3.1.1 The Nomination and Remuneration Committee and the Board shall review on annualbasis appropriate skills knowledge and experience required of the Board as a whole andits individual members. The objective is to have a board with diverse background andexperience that are relevant for the Companys operations.
3.1.2 In evaluating the suitability of individual Board member the Nomination andRemuneration Committee may take into account factors such as:
- General understanding of the companys business dynamics global business andsocial 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 out their duties andresponsibilities effectively.
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 is appointed as aCommittee Member the Committee Meeting;
- shall abide by the code of Conduct established by the company for Directors andsenior Management personnel;
- shall disclose his concern or interest in any company or companies or bodiescorporate firms or other association of individuals including his shareholding at thefirst meeting of the Board 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 companiesAct 2013 Equity listing Agreements and other relevant laws.
3.1.4 The Nomination & Remuneration Committee shall evaluate each individual withthe objective of having a group that best enables the success of the companysbusiness.
3.2 criteria of independence
3.2.1 The Nomination & Remuneration Committee shall assess the independence ofDirectors at time of appointment/ re-appointment and the Board shall assess the sameannually. The Board shall re-assess determinations of independence when any new interestor relationships are disclosed by a Director.
3.2.2 The criteria of independence shall be in accordance with the guidelines as laiddown in companies Act 2013 and Clause 49 of the Equity Listing Agreement.
3.2.3 The independent Director shall abide by the 'code for independent Directors"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 expertise and experienceto contribute to effective Board performance Accordingly members should voluntarily limittheir directorships in other listed public limited companies in such a way that it doesnot interfere with their role as director of the company. The Nomination and RemunerationCommittee shall take into account the nature of and the time involved in a directorservice on other Boards in evaluating the suitability of the individual Director andmaking its recommendations to the Board.
3.3.2 A Director shall not serve as director in more than 20 companies of which notmore than 10 shall be public limited companies.
3.3.3 A Director shall not serve an independent Director in more than 7 listedcompanies and not more than 3 listed companies in case he is serving as a whole-timeDirector in any listed company.
3.3.4 A Director shall not be a member in more than 10 committee or act chairman ofmore than 5 committee across all companies in which he holds directorships.
For the purpose of considering the limit of the committee Audit committee andstakeholders relationship committee of all public limited companies whether listedor not shall be included and all other companies including private limited companiesforeign companies and companies under section 8 of the companies Act 2013 shall beexcluded.
Remuneration policy for Directors key managerial personnel and other employees
1.1 This policy sets out the guiding principles for the Nomination and Remunerationcommittee for recommending to the Board the remuneration of the directors key managerialpersonnel and other employees 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 the company.
2.2 "key managerial personnel" means
(i) The Chief Executive Officer or the managing director or the manager;
(ii) The company secretary;
(iii) The whole-time director;
(iv) The chief financial Officer; and
(v) Such other office as may be prescribed under the companies Act 2013
2.3 "Nomination and Remuneration committee" means the committee constitutedby Board in accordance with the provisions of section 178 of the companies Act 2013 andclause 49 of the Equity Listing Agreement.
3.1 Remuneration to Executive Director and key managerial personnel
3.1.1The Board on the recommendation of the Nomination and Remuneration (NR) committeeshall review and approve the remuneration payable to the Executive Director of the companywithin the overall approved by the shareholders.
3.1.2The Board on the recommendation of the Nomination and Remuneration committee shallalso review and approve the remuneration payable to the key managerial personnel of thecompany.
3.1.3The remuneration structure to the Executive Director and key managerial personnelshall 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 be reviewed by the NRcommittee and Annual performance Bonus will be approved by the committee based on theachievement against the Annual plan and Objectives.
3.2 Remuneration to Non - Executive Directors
3.2.1The Board on the recommendation of the Nomination and Remuneration Committeeshall review and approve the remuneration payable to the Non - Executive Directors of theCompany within the overall limits approved by the shareholders as per the provisions ofCompanies Act 2013.
3.2.2Non - Executive Directors shall be entitled to sitting fees attending the meetingsof the Board and the Committees thereof.
3.3. Remuneration to other employees
3.3.1. Employees shall be assigned grades according to their qualifications and workexperience competencies as well as their roles and responsibilities in the organization.Individual remuneration shall be determined within the appropriate grade and shall bebased on various factors such as job profile skill sets seniority experience andprevailing remuneration levels for equivalent jobs.
The Audit Committee of the Company is constituted in line with the provisions of Clause49 of the Listing Agreements with the Stock Exchanges read with Section 177 of theCompanies Act 2013.
II) The terms of reference of the Audit Committee include a review of the following:
- Overview of the Company's financial reporting process and disclosure of its financialinformation to ensure that the financial statements reflect a true and fair position andthat sufficient and credible information is disclosed.
- Recommending the appointment and removal of external auditors fixation of audit feeand also approval for payment for any other services.
- Discussion with external auditors before the audit commences of the nature and scopeof audit as well as post-audit discussion to ascertain any area of concern.
- Reviewing the financial statements and draft audit report including quarterly / halfyearly financial information.
- Reviewing with management the annual financial statements before submission to theBoard focusing on:
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 concerning financialstatements and
7. Any related party transactions
- Reviewing the companys financial and risk managements policies.
- Disclosure of contingent liabilities.
- Reviewing with management external and internal auditors the adequacy of internalcontrol systems.
- Reviewing the adequacy of internal audit function including the audit character thestructure of the internal audit department approval of the audit plan and its executionstaffing and seniority of the official heading the department reporting structurecoverage and frequency of internal audit.
- Discussion with internal auditors of any significant findings and follow-up thereon.
- Reviewing the findings of any internal investigations by the internal auditors intothe matters where there is suspected fraud or irregularity or a failure of internalcontrol systems of a material nature and reporting the matter to the Board.
- Looking into the reasons for substantial defaults in payments to the depositorsdebenture holders shareholders (in case of nonpayment of declared dividends) andcreditors.
- Reviewing compliances as regards the Companys Whistle Blower Policy.
Ill) The previous Annual General Meeting of the Company was held on 26.07.2014 andChairman of the Audit Committee attended previous AGM.
IV) The composition of the Audit Committee and the attendance of each member of theAudit Committee are given below:
The Company has complied with all the requirements of Clause 49 (II) (A) of the ListingAgreement relating to the composition of the Audit Committee. During the financial year2014-2015 (5) four meetings of the Audit Committee were held on the 22.05.201414.08.2014 14.11.2014 and 14.02.2015.
The details of the composition of the Committee and attendance of the members at themeetings are given below:
MO: Managing Director NED: Non Executive Director
NOMINATION & REMUNERATION COMMITTEE:
The details of composition of the Committee are given below:
MD: Managing Director NED: Non Executive Director
Terms of reference:
The main term of reference of the Committee is to approve the fixation/ revision ofremuneration of the Managing Director/Whole Time Director of the Company and whileapproving:
To take into account the financial position of the Company trend in theindustry appointees qualification experience past performance past remunerationetc.
To bring out objectivity in determining the remuneration package while strikinga balance between the interest of the Company and the Shareholders.
The objectives of the remuneration policy are to motivate Directors to excel in theirperformance recognize their contribution and retain talent in the organization and rewardmerit.
The remuneration levels are governed by industry pattern qualifications and experienceof the Directors responsibilities shouldered individual performance etc.
No remuneration has been paid to the Executive Directors during the year
STAKEHOLDER RELATIONSHIP COMMITTEE (SHAREHOLDERS/ INVESTOR GRIEVANCE AND SHARE TRANSFERCOMMITTEE):
Composition meetings and the attendance during the year:
The Shareholders/lnvestors Grievance Committee was constituted to look into theredressing of Shareholders and Investors complaints concerning transfer of shares nonreceipt of Annual Reports and non receipt of Dividend and other allied complaints.
A. The details of composition of the Committee are given below:
MD Managing Director(Promoter)
NED :Non Executive Director
The Committee has been delegated with the following powers:
- to redress shareholder and investor complaints relating to transfer of sharesDematerialization of Shares non-receipt of Annual Reports non-receipt of declareddividend 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 transactions and requestsetc. received from any shareholder of the company and investor in general.
The Board has delegated the power to process the transfer and transmission of shares tothe Registrar and Share Transfer Agents who process share transfers within a week oflodgment in the case of shares held in physical form.
The Company has designated an e-mail ID called
RISK MANAGEMENT COMMITTEE
The Details of composition of the Committee are given below:
MD: Managing Director
NED :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
- 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 and practices withrespect to risk assessment and risk management processes.
- Continually obtaining reasonable assurance from management that all known andemerging risks have been identified and mitigated or managed.
Vigil Mechanism Policy has been established by the Company for directors and employeesto report genuine concerns pursuant to the provisions of section 177(9) & (10) of theCompanies Act 2013. The same has been placed on the website of the Company.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Sec. 134(5) of the Companies Act 2013 the Board ofDirectors of your Company hereby certifies and confirms that:
a. In the preparation of the Annual Accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
b. The Directors have selected such accounting policies and applied them consistentlyand made judgment 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 have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the Assets of the Company and for preventing and detecting fraud and otherirregularities;
d. The Directors have prepared the Annual accounts on a going concern basis.
e. The Directors of the Company had laid down internal financial controls and suchinternal financial controls are adequate and were operating effectively.
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.
The Company has complied with the required provisions relating to statutory compliancewith regard to the affairs of the Company in all respects.
Your Company does not have any subsidiary.
EXTRACT OF ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report (FORMAT IN ANNEXURE I)
M/s. M.M Reddy & Co Chartered Accountants Statutory Auditors of the Companyretire at the ensuing Annual General Meeting and being eligible have expressed theirwillingness for re-appointment. Your directors propose the appointment of M/s. M.M Reddy& Co Chartered Accountants as statutory auditors to hold office until the conclusionof the next Annual General Meeting of the company.
Pursuant to the provisions of Section 134(3)(f) & Section 204 of the Companies Act2013 Secretarial audit report as provided by M/s. L D Reddy & Co. PracticingCompany Secretaries is annexed to this Report as annexure.
(a) Statutory Auditors Report:
The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the yearended March 31 2015 and has noted that the same does not have any reservationqualification or adverse remarks. However the Board decided to further strengthen theexisting system and procedures to meet all kinds of challenges and growth in the marketexpected in view of the robust capital market in the coming years.
(b) Secretarial Audit Report:
The Board has duly reviewed the Secretarial Audit Report on the Compliances accordingto the provisions of section 204 of the Companies Act 2013 and noted that the secretarialAudit Report contains the following observations.
The Board has duly reviewed the Secretarial Audit Report on the Compliances accordingto the provisions of section 204 of the Companies Act 2013 and noted the same that thecompany has not appointed company secretary CFO and Internal Auditor during the year butthe company is taking necessary measures to appoint the same at the earliest.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:
The required information as per Sec. 134 (3) (m) of the Companies Act 2013 is providedhereunder:
A. Conservation of Energy
Adequate measures have been taken to reduce energy consumption whereverpossible. Total energy consumption and energy consumption per unit of production is notapplicable as company is not included in the industries specified in the schedule.
B. Technology Absorption
Your Company has not accepted any deposits falling within the meaning of Sec.73 of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014 duringthe financial year under review.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:
During the period under review there were no significant and material orders passed bythe regulators or Courts or Tribunals impacting the going concern status and thecompanys operations in future.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
Your Company has well established procedures for internal control across its variouslocations commensurate with its size and operations. The organization is adequatelystaffed with qualified and experienced personnel for implementing and monitoring theinternal control environment. The internal audit function is adequately resourcedcommensurate with the operations of the Company and reports to the Audit Committee of theBoard.
The company's properties have been adequately insured against major risks. All theinsurable interests of your Company including machinery stock and liabilities underlegislative enactments are adequately insured.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The company has not given loans Guarantees or made any investments during the yearunder review.
RISK MANAGEMENT POLICY:
Your Company follows a comprehensive system of Risk Management. Your Company hasadopted a procedure for assessment and minimization of probable risks. It ensures that allthe risks are timely defined and mitigated in accordance with the well structured riskmanagement process.
CORPORATE SOCIAL RESPONSIBILITY POLICY:
Since your Company does not have the net worth of Rs. 500 Crores or more or turnoverof Rs. 1000 Crores or more or a net profit of Rs. 5 Crores or more during the financialyear so section 135 of the Companies Act 2013 relating to Corporate SocialResponsibility is not applicable to the Company and hence the Company need not adopt anyCorporate Social Responsibility Policy.
RELATED PARTY TRANSACTIONS:
As required under clause 49(V!II) (A)(2) of the listing agreement the Company hasdisclosed-the policy on dealing with related party transactions at Companys websiteat www.jyothiinfraventures.com.
Your Directors draw attention of the members to Note 25 to the financial statementwhich sets out related party disclosures.
FORMAL ANNUAL EVALUATION:
As per section 149 of the Companies Act 2013 read with clause VII (1) of the scheduleIV and rules made there under the independent Directors of the company had a meeting on27.03.2015 without attendance of nonindependent directors and members of management. Inthe meeting the following issues were taken up:
(a) Review of the performance of non-independent Directors and the Board as a whole:
(b) Review of the performance of the Chairperson of the company taking into accountthe views of executive directors and non-executive directors;
(c) Assessing the quality quantity and timeliness of flow of information between thecompany management and the Board that is necessary for the Board to effectively andreasonably perform their duties.
The meeting also reviewed and evaluated the performance of nonindependent Directors.The company has 1 (One) non-independent Director namely: T. Sailaja
The meeting recognized the significant contribution made by nonindependent directors inthe shaping up of the company and putting the company on accelerated growth path. Theydevoted more time and attention to bring up the company to the present level.
The meeting also reviewed and evaluated the performance of the Board as whole interms of the following aspects:
- Preparedness for Board/Committee meetings
- Attendance at the Board/Committee meetings
- Guidance on corporate strategy risk policy corporate performance and overseeingacquisitions and disinvestments.
- Monitoring the effectiveness of the companys governance practices
- Ensuring atransparent board nomination process with the diversity of experienceknowledge perspective in the Board.
- Ensuring the integrity of the companys accounting and financial reportingsystems including the independent audit and that appropriate systems of control are inplace in particular systems for financial and operational control and compliance withthe law and relevant standards.
It was noted that the Board Meetings have been conducted with the issuance of propernotice and circulation of the agenda of the meeting with 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)oftheCompanies(Appointment& Remuneration) Rules 2014 The company has not paidremuneration 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 Net worth ofthe Company is less than Rs. 25 Crores Corporate Governance is Not Applicable.
INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY:
The Company is not a NBFC Housing Companies etc. and hence Industry based disclosuresis not required.
EVENT BASED DISCLOSURES:
Your Directors are pleased to record their sincere appreciation of the contribution bythe staff at all levels in the improved performance of the Company.
None of the employees is drawing Rs. 500000/- and above per month or Rs. 6000000/- andabove in aggregate per annum the limits prescribed under Section 134 of the CompaniesAct 2013.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN 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 Women at workplace (Prevention Prohibition and Redressal)Act 2013. Internal Complaint Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees are covered under this policy.
The following is the summary of sexual harassment complaints received and disposedduring the calendar year.
Your directors would like to express their grateful appreciation for assistance andco-operation received from clients banks investors Government other statutoryauthorities and all others associated with the company. Your directors also wish to placeon record their deep sense of appreciation for the excellent contribution made by theemployees at all levels which enabled the company to achieve sustained growth in theoperational performance during the year under.
For and on behalf of the Board of Jyothi Infraventures Limited
DECLARATION BY DIRECTOR OF AFFIRMATION BY DIRECTORS AND SENIOR MANAGEMENT PERSONNEL OFCOMPLIANCE WITH THE CODE OF CONDUCT:
I T.Sailaja Managing Director of the Company do hereby declare that the directors andsenior management of the Company have exercised their authority and powers and dischargedtheir duties and functions in accordance with the requirements of the code of conduct asprescribed by the company and have adhered to the provisions of the same.
For and on behalf of the Board of Jyothi Infraventures Limited