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Mudunuru Ltd.

BSE: 538743 Sector: IT
NSE: N.A. ISIN Code: INE491C01027
BSE 15:17 | 22 Jan 16.15 -0.85
(-5.00%)
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NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 16.15
PREVIOUS CLOSE 17.00
VOLUME 15000
52-Week high 38.50
52-Week low 14.30
P/E 230.71
Mkt Cap.(Rs cr) 39
Buy Price 0.00
Buy Qty 0.00
Sell Price 16.15
Sell Qty 12359.00
OPEN 16.15
CLOSE 17.00
VOLUME 15000
52-Week high 38.50
52-Week low 14.30
P/E 230.71
Mkt Cap.(Rs cr) 39
Buy Price 0.00
Buy Qty 0.00
Sell Price 16.15
Sell Qty 12359.00

Mudunuru Ltd. (MUDUNURU) - Director Report

Company director report

To

The Members of Green Field Agri Ventures Limited

We have pleasure in presenting the Twenty First Annual report together with Auditedaccounts for the year ended 31st March 2015.

FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS STATE OF AFFARIS: [INSERT AS PER INFORMATIONFROM THE COMPANY]:

(Rs. In Lakhs)

Standalone Consolidated
Particulars 2014-2015 2013-2014 2014-2015
Gross Income 858.97 799.59 858.97
Profit Before Interest and 162.74 84.15 159.77
Depreciation
Finance Charges
Gross Profit 161.98 84.15 159.01
Provision for Depreciation 71.56 39.23 104.33
Net Profit Before Tax 91.18 44.91 55.44
Provision for Tax 8.81 -1.95 -3.52
Net Profit After Tax 82.37 46.87 58.96
Minority Interest -11.64
Balance of Profit brought forward 65.52 18.64 65.52
Balance available for appropriation 147.89 65.52 136.13
Proposed Dividend on Equity Shares
Tax on proposed Dividend
Transfer to General Reserve
Surplus carried to Balance Sheet 147.89 65.52

During the year under review the Company has recorded an income of Rs. 858.97 Lakhsand the Profit of Rs. 82.37 as against the income of Rs. 799.59 Lakhs and reported profitof Rs. 46.87 Lakhs in the previous financial year ending 31.03.2014.

2. 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 Board's Report.

3 . CHANGE IN THE NATURE OF BUSINESS IF ANY:

During the financial year 2014-2015 the company has diversified into agriculture andrelated activities.

4. DIVIDEND:

Keeping the Company's expansion and growth plans in mind your Directors have decidednot to recommend dividend for the year.

5 . BOARD MEETINGS:

The Board of Directors met 5 times during the year on 27.05.2014 13.08.201414.11.2014 14.02.2015 and 30.03.2015 in respect of which meetings proper notices weregiven and the proceedings were properly recorded and signed in the Minutes Book maintainedfor the purpose and the maximum gap between any two meetings was less than four months asstipulated under Clause 49.

6. DIRECTORS AND KEY MANANGERIAL PERSONNEL:

During the year Mr. P. Uday Bhaskar and Mr. T. Kiran were appointed as AdditionalDirectors and as Whole Time Directors w.e.f. 08.08.2015 to hold office upto the date ofensuing Annual General Meeting. Now the Board proposes to appoint them as Directors of theCompany & executive Directors.

Further Mr. R. C. Rahul and Mr. R. C. Ratul were appointed as Additional Directors inthe Board Meeting held on 13.05.2015 under the category of Independent Directors. TheBoard of Directors of the Company has decided to adopt the provisions with respect toappointment and tenure of Directors which is consistent with the Companies Act 2013. Inline with the requirements of the Companies Act 2013 it is therefore proposed to appointexisting additional directors in the Non-Executive independent category on the Board ofthe Company. Brief profiles of proposed Directors including nature of their expertiseare provided in this Annual Report.

Mrs. P. Pushpalatha Ms. B. Renuka and Mr. S.K. Chaitanya Varma Directors of thecompany resigned due to their pre-occupations w.e.f. 08.08.2015. The Board placed onrecord its sincere appreciation for the valuable services rendered by them during theirtenure as Directors of the Company.

Mr. JNS Sanyasi Raju was appointed as CFO of the Company during the year.

Details of re-appointment /appointment of the director:

Name of the Director Mr. Uday Mr. T. Kiran Mr. R.C. Mr. R.C.
Bhaskar Rahul Rahul
Date of Birth 25/07/1976 03/04/1977 08/02/1986 11/03/1991
Date of Appointment 08/08/2015 08.08.2015 13.05.2015 13.05.2015
Qualifications Post Graduate Post Graduate Post Graduate Post Graduate
No. of Shares held in the 522700 49246 2715 Nil
Company
Directorships held in other

Zoraly

Nil

ENSA

ENSA
companies (excluding private

Solutions

Environics

Environics

limited and foreign companies) Private Limited Private Private
Mobiprise Limited Limited
Systems Limited
Positions held in mandatory committees of other companies

Nil

Nil

Nil

Nil

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS' INDEPENDENCE 1. Scope:

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 constituted in accordancewith the provisions of Section 178 of the Companies Act 2013 and clause 49 of the EquityListing Agreement.

2.3 Independent Director means a director referred to in sub-section (6) of Section 149of the Companies Act 2013 and Clause 49(II)(B) of the Equity Listing Agreement.

3. Policy:

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 Company's operations.

3.1.2 In evaluating the suitability of individual Board member the NR Committee maytake 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 out their duties and responsibilities
effectively.

3.1.3 The proposed appointee shall also fulfil 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 thecompanies Act 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 company's business.

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.

An independent director in relation to a company means a director other than amanaging director or a whole-time director or a nominee director-a. Who in the opinion ofthe Board is a person of integrity and possesses relevant expertise and experience;

b. who is or was not a promoters of the company or its holding subsidiary or associatecompany; c. Who is not related to promoters or directors of the company its holdingsubsidiary or associate company d. Who has or had no pecuniary relationship with thecompany its holding subsidiary or associate company or their promoters or directorduring the two immediately preceding financial year or during the current financial year;e. None of whose relative has or had pecuniary relationship or transaction with thecompany its holding subsidiary or associate company or their promoters or directorsamounting to two per cent or more of its gross turnover or total income or fifty lakhrupees or such higher amount as may be prescribed whichever is lower during the twoimmediately preceding financial year or during the current finance year; f. Who neitherhimself nor any of his relative-i) Holds or has held the position of a key managerialpersonnel or is or has been employee of the or associate company in any of the threefinance years immediately preceding the finance year in which he is proposed to beappointed;

(ii) Is or has been an employee or proprietor or a partner in any of the three financeyear immediately preceding the finance year in which he is proposed to be appointed of-

(A) a firm of auditors or company secretaries in practice or cost auditors of thecompany or its holding subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the companyits holding subsidiary or associate company amounting to ten per cent or more of the grossturnover of more of the gross turnover of such firm;

(iii) holds together with his relatives two per cent or more of the total voting powerof the company; or

(iv) is a chief Executive or director by whatever name called of any non-profitorganization that receives twenty-five per cent or more of its receipt from the companyany of its promoters directors or its holding subsidiary or associate company or thatholds two per cent or more of the total voting power of the company; or

(v) is a material supplier service provider or customer or a lesser or lessee of thecompany.

g. Shall possess appropriate skills experience and knowledge in one or more field offinance law management sales marketing administration research corporate governancetechnical operations corporate social responsibility or this disciplines related to thecompany's business. h. Shall possess such other qualifications as may be prescribed fromtime to time under the companies Act 2013.

I. Who is not less than 21 years of age

3.2.3 The independent Director shall abide by the code for independent Directors asspecified in Schedule IV to the companies A ct 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 NR Committee shall take intoaccount the nature of and the time involved in a director service on other Boards inevaluating the suitability of the individual Director and making its recommendations tothe 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 as 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 andstakeholder's relationship committee of all public limited companies whether listed ornot 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. Scope:

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 Finance Officer; and

(v) Such other office as may be prescribed under the companies Act 2013

2.3 Nomination and Remuneration committee means the committee constituted by Board inaccordance with the provisions of section 178 of the companies Act 2013 and clause 49 ofthe Equity Listing Agreement.

3. Policy:

3.1 Remuneration to Executive Director and key managerial personnel

3.1.1 The 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.

3.1.2 The Board on the recommendation of the NR committee shall also review and approvethe remuneration payable to the key managerial personnel of the company.

3.1.3 The 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

3.1.4 The Annual plan and Objectives for Executive committee shall be reviewed by theNR committee 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

3.2.1 The Board on the recommendation of the NR Committee shall review and approvethe remuneration payable to the Non Executive Directors of the Company within the overalllimits approved by the shareholders as per the provisions of the Companies Act.

3.2.2 Non Executive Directors shall be entitled to sitting fees attending the meetingsof the Board and the Committees thereof. The Non- Executive Directors shall also beentitled to profit related commission in addition to the sitting fees.

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.

7 . DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received necessary declaration from Mrs. S. Latha Mr. R.C. Rahul andMr. R. C. Ratul Independent Directors of the Company under Section 149(7) of the CompaniesAct 2013 that they as Independent Directors of the Company meet with the criteria oftheir Independence laid down in Section 149(6).(Format Annexure II)

8. COMPOSITION OFAUDIT COMMITTEE

I) The Audit Committee of the Company is constituted in line with the provisions ofClause 49 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 itsfinancial information to ensure that the financial statements reflect a true and fairposition and that sufficient and credible information is disclosed.

• Recommending the appointment and removal of external auditors fixation of auditfee and also approval for payment for any other services.

• Discussion with external auditors before the audit commences of the nature andscope of audit as well as post-audit discussion to ascertain any area of concern.

• Reviewing the financial statements and draft audit report including quarterly /half yearly financial information.

• Reviewing with management the annual financial statements before submission tothe Board 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 company's financial and risk management's policies.

• Disclosure of contingent liabilities.

• Reviewing with management external and internal auditors the adequacy ofinternal control systems.

• Reviewing the adequacy of internal audit function including the auditcharacter the structure of the internal audit department approval of the audit plan andits execution staffing and seniority of the official heading the department reportingstructure coverage and frequency of internal audit.

• Discussion with internal auditors of any significant findings and follow-upthereon.

• Reviewing the findings of any internal investigations by the internal auditorsinto the 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 non-payment of declared dividends) andcreditors.

• Reviewing compliances as regards the Company's Whistle Blower Policy.

III) The previous Annual General Meeting of the Company was held on 30.09.2014 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 (4) four meetings of the Audit Committee were held on the 27.05.201413.08.2014 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:

Name Designation Category No. of meetings held No. of meetings attended
Mr. R. C. Rahul Chairman NED (I) 0 0
Mr. R.C. Ratul Member NED (I) 0 0
Mrs. S. Latha Member NED (I) 4 4
Mr. S. K. Chaitanya Varma* Chairman* NED (I) 4 4
Mrs. P. Pushpalatha * Member* NED(P) 4 4

 

*Resigned as on 08.08.2015
NED (I): Non Executive Independent Director
NED (P):Non Executive Director Promoter
NOMINATION & REMUNERATION COMMITTEE
The details of composition of the Committee are given below:

 

Name Designation Category No. of meetings held No. of meetings attended
Mr. R. C. Rahul Chairman NED (I) 0 0
Mr. R.C. Ratul Member NED (I) 0 0
Mrs. S. Latha Member NED (I) 1 1
Mr. S. K. Chaitanya Varma* Chairman * NED (I) 1 1
Mrs. P. Pushpalatha* Member* NED(P) 1 1

*Resigned as on 08.08.2015

NED (I): Non Executive Independent Director NED (P):Non Executive Director Promoter

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 appointee's qualification experience past performance past remuneration etc.

• To bring out objectivity in determining the remuneration package while strikinga balance between the interest of the Company and the Shareholders.

Remuneration Policy:

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 any of the Directors of the Company.

The details of remuneration paid to the Executive and Non Executive Directors for thefinancial year 2014-2015 are given below:

Name of the Director Designation Salary /per annum(Rs in Lakhs)
B. Renuka Director 0
P. Uday Bhaskar Director 10.75

None of the Director is drawing any Commission Perquisites Retirement benefits etc.

STAKEHOLDER RELATIONSHIP COMMITTEE (SHAREHOLDERS/INVESTOR GRIEVANCE AND SHARE TRANSFERCOMMITTEE):

A. Composition:

The Details of composition of the Committee are given below:

Name Designation Category
Mrs. S. Latha Chairman NED (I)
Mr. R. C. Rahul Member NED (I)
Mr. R.C. Ratul Member NED(I)
Mrs. P. Pushpalatha* Chairman* NED (P)
Mr. S. K. Chaitanya Varma * Member* NED (I)

*Resigned as on 08.08.2015

NED (I): Non Executive Independent Director

NED (P):Non Executive Director Promoter

B.Powers:

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 balance sheet non-receipt of declareddividend and other allied complaintsetc.

• 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 andrequests etc. 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.

RISK MANAGEMENT COMMITTEE:

A. Composition:

The Details of composition of the Committee are given below:

Name Designation Category
Mr. R.C. Ratul Chairman NED (I)
Mr. P. Uday Bhaskar# Member ED (P)
Mr. T. Kiran# Member ED(PR)
Mr. S. K. Chaitanya Varma * Chairman* NED (I)
Mrs. P. Pushpalatha * Member* NED (P)

*Resigned as on 08.08.2015

#Appointed as on 08.08.2015

NED (I): Non Executive Independent Director

NED (P):Non Executive Director Promoter

ED (P): Executive Director / Professional (PR)

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 practiceswith respect 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.

9. VIGIL MECHANISM:

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.

10 . DIRECTOR'S RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act 2013 the Directors herebyconfirm that:

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation 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; and

(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.

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

11. STATUTORY COMPLIANCE:

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

12. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THESUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

M/s. Mobiprise Systems Limited and Mudunuru DREAMS Private Limited are the subsidiariesof the company. (FORMAT IN ANNEXURE III)

13. 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)

14. AUDITORS:

M/s. Chanamolu & Co. Statutory Auditors of the company retires at the ensuingannual general meeting and is eligible for reappointment. As required under the provisionsof Section 139 of the Companies Act 2013 the Company has received a written consent fromthe auditors to their re-appointment and a certificate to the effect that theirre-appointment if made would be in accordance with the Companies Act 2013 and the rulesframed there under and that they have satisfied the criteria provided in Section 141 ofthe Companies Act 2013.

The Board recommends the re-appointment of M/s. Chanamolu & Co. as the statutoryauditors of the Company from the conclusion of this Annual General meeting till theconclusion of the next Annual General Meeting.

15. INTERNAL AUDIT:

M/S. Penmetsa & Associates Chartered Accountants Visakhapatnam are the internalAuditors of the Company.

16. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 134(3)(f) & Section 204 of the Companies Act2013 Secretarial audit report as provided by M/s. Vivek Surana & AssociatesPractising Company Secretaries is annexed to this Report as annexure.

17. AUDIT REPORTS:

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 associated with thebusiness.

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 is at the same doesnot have any reservation qualifications or adverse remarks.

18. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

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

A. Conservation of Energy

Your company's operations are not energy intensive. Adequate measures have been takento conserve energy wherever possible by using energy efficient computers and purchase ofenergy efficient equipment.

B. Technology Absorption
1. Research and Development (R&D) : Nil
2. Technology absorption adoption and innovation : Nil
C. Foreign Exchange Earnings and Out Go
Foreign Exchange Earnings : Rs.530.73 Lakhs
Foreign Exchange Outgo : Nil

19. DETAILS RELATING TO DEPOSITS COVERING THE FOLLOWING:

Your Company has not accepted any deposits falling within the meaning of Sec.73 74& 76 of the Companies Act 2013 read with the Rule 8(v) of Companies (Accounts) Rules2014 during the financial year under review.

20. 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 the company'soperations in future.

21. 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.

22. INSURANCE:

The properties and assets of your Company are adequately insured.

23. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The company has not given loans.

24. CREDIT & GUARANTEE FACILITIES:

The Company has been not availing any facilities of Credit and Guarantee.

25. RISK MANAGEMENT POLICY:

The risk Management Committee constitutes for the purpose will ensure all requiredmeasures shall be in place for better compliance.

26. CORPORATE SOCIAL RESPONSIBILTY POLICY:

Since your Company does not have the net worth of Rs. 500 crore or more or turnover ofRs. 1000 crore or more or a net profit of Rs. 5 crore or more during the financial yearsection 135 of the Companies Act 2013 relating to Corporate Social Responsibility is notapplicable and accordingly the Company need not adopt any Corporate Social ResponsibilityPolicy.

27. RELATED PARTY TRANSACTIONS:

During the year the company has not entered any Contracts or Arrangements with Relatedparties referred to in Section 188(1).

28. FORMAL ANNUAL EVALUATION:

As per section 149 of the Companies Act 2013 read with clause VII (1) of the scheduleIV and rules made thereunder the independent directors of the company had a meeting on30.03.2015 without attendance of non-independent 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 non-independent directors.

The meeting also reviewed and evaluated the performance the Board as whole in terms ofthe following aspects:

• Preparedness for Board/Committee meetings
• Attendance at the Board/Committee meetings
• Guidance on corporate strategy risk policy corporate performance and overseeing acquisitions and disinvestments.
• Monitoring the effectiveness of the company's governance practices
• Ensuring a transparent board nomination process with the diversity of experience knowledge perspective in the Board.
• Ensuring the integrity of the company's accounting and financial reporting systems including the independent audit and that appropriate systems of control are in place in particular systems for financial and operational control and compliance with the 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.

29. DISCLOSURE ABOUT COST AUDIT:

Cost Audit is not applicable to the Company.

30. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act 2013 and Rule 5(1)(2) & (3) of theCompanies(Appointment & Remuneration) Rules 2014 remuneration of Rs. 1075000/- hasbeen paid to Mr. Uday Bhaskar Director of the Company.

31. LISTING WITH STOCK EXCHANGES:

The Company is listed with Ahmedabad Stock Exchange Limited Calcutta Stock exchangeLimited and BSE Ltd.

32. 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.

33. 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.

34. SECRETARIAL STANDARDS
EVENT BASED DISCLOSURES
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 of loans by it for purchase of its shares: NA
5. Buy back shares: NA
6. Disclosure about revision: NA

35. EMPLOYEE RELATIONS:

Your Directors are pleased to record their sincere appreciation of the contribution bythe staff at all levels in the Company.

None of the employees is drawing Rs. 500000/- and above per month or Rs.6000000/-and above in aggregate per annum the limits prescribed under Section 134 of the CompaniesAct 2013.

36. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND 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.

No. of complaints received: Nil
No. of complaints disposed off: Nil

37. ACKNOWLEDGEMENTS:

Your Directors also wish to place on record their appreciation of businessconstituents banks and other financial institutions and shareholders of the Company likeSEBI BSE ASE CSE NSDL CDSL etc. for their continued support for the growth of theCompany.

For and on behalf of the Board
Green Field Agri Ventures Limited
Sd/- Sd/-
T.Kiran P. Uday Bhaskar
Place: Visakhapatnam Whole Time Director Whole Time Director
Date: 17.08.2015 (DIN:00472025) (DIN: 02773570)

DECLARATION BY DIRECTOR OF AFFIRMATION BY DIRECTORS AND SENIOR MANAGEMENT PERSONNEL OFCOMPLIANCE WITH THE CODE OF CONDUCT:

The shareholders

I P. Uday Bhaskar Whole Time Director of the Company do hereby declare that thedirectors and senior management of the Company have exercised their authority and powersand discharged their duties and functions in accordance with the requirements of the codeof conduct as prescribed by the company and have adhered to the provisions of the same.

For and on behalf of the Board
Green Field Agri Ventures Limited
Sd/-
Place: Visakhapatnam P. Uday Bhaskar
Date: 17.08.2015 Whole Time Director
(DIN: 02773570)