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Swarnajyothi Agrotech & Power Ltd.

BSE: 590090 Sector: Industrials
NSE: N.A. ISIN Code: INE846A01026
BSE LIVE 15:14 | 07 Mar Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 2.85
PREVIOUS CLOSE 3.00
VOLUME 4185
52-Week high 5.94
52-Week low 2.72
P/E
Mkt Cap.(Rs cr) 7
Buy Price 0.00
Buy Qty 0.00
Sell Price 2.85
Sell Qty 25815.00
OPEN 2.85
CLOSE 3.00
VOLUME 4185
52-Week high 5.94
52-Week low 2.72
P/E
Mkt Cap.(Rs cr) 7
Buy Price 0.00
Buy Qty 0.00
Sell Price 2.85
Sell Qty 25815.00

Swarnajyothi Agrotech & Power Ltd. (SWARNAJYOTHIAGR) - Director Report

Company director report

To

The Members

SWARNAJYOTHI AGROTECH & POWER LIMITED (Formerly Octant Industries Limited)

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

1. FINANCIAL RESULTS (Standalone)

Particulars

For the Year ended 31st March (Rs.in Lakhs)

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

FINANCIAL SUMMARY:

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

DIVIDEND:

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

SHARE CAPITAL AND DEBENTURES:

The paid-up equity capital of the Company as on March 312015 is 254357840/-consisting of 25435784 equity shares of INR 10/- each.

ROSPECTS

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

UTURE PLANS

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

SUBSIDIARY COMPANIES:

The Company has following 2 subsidiaries as on March 312015 namely:

1) SWARNAJYOTHI AGRO & EXPORTS INDIA PRIVATE LIMITED

2) RPVS RENEWABLE ENERGIES PRIVATE LIMITED

There are no associate companies within the meaning of Section 2(6) of the CompaniesAct2013 ("Act").There has been no material change in the nature of the businessof the subsidiaries.There are no operations in the subsidiary Companies during the year.

Pursuant to provisions of Section 129(3) of the Acta statement containing salientfeatures of the financial statements of the Company's subsidiaries in Form AOC-1 isattached to the financial statements of the Company.Pursuant to the provisions of section136 of the Actthe financial statements of the Companyconsolidated financial statementsalong with relevant documents and separate audited accounts in respect of subsidiariesareavailable on the website of the Company.The details of the subsidiaries are given inAnnexure I in Form AOC-1 and the same forms part of this report

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act2013the board of directorsto the bestof their knowledge and abilityconfirm that:

i. in the preparation of the annual accountsthe applicable accounting standards havebeen followed and there are no material departures;

ii. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;

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

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

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

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

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Companywork performed by the internalstatutory andsecretarial auditors and external consultants and the reviews performed by management andthe relevant board committeesincluding the audit committeethe board is of the opinionthat the Company's internal financial controls were adequate and effective during thefinancial year 2014-15.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In terms of provisions of Section 152 of the Companies Act2013Sri PRADEEP KUMARMAHAPATRODirector of the Company will retire at the ensuring Annual General Meeting andbeing eligibleoffer himself for reappointment.

Pursuant to the provisions of Section 149 of the Actwhich came into effect from April12014BRAHMANANDA ROUTSUDHANIDHI ROUT and KOLACHANA SHASTRI VENKATESWARA were appointedas independent directors at the last annual general meeting of the Company held on 31stDecember2015.The terms and conditions of appointment of independent directors are as perSchedule IV of the Act.They have submitted a declaration that each of them meets thecriteria of independence as provided in Section 149(6) of the Act and there has been nochange in the circumstances which may affect their status as independent director duringthe year.

During the yearthe non-executive directors of the Company had no pecuniaryrelationship or transactions with the Company.

NUMBER OF MEETINGS OF THE BOARD:

8 meetings of the board were held during the year.For details of the meetings of theboardplease refer to the corporate governance reportwhich forms part of this report.Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct2013.

BOARD EVALUATION:

The board of directors has carried out an annual evaluation of its ownperformanceBoard committees and individual directors pursuant to the provisions of theAct and the corporate governance requirements as prescribed by Securities and ExchangeBoard of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause49").The performance of the Board was evaluated by the Board after seeking inputsfrom all the directors on the basis of the criteria such as the Board composition andstructureeffectiveness of board processesinformation and functioningetc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition ofcommitteeseffectiveness of committee meetingsetc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussedmeaningful and constructive contribution andinputs in meetingsetc.In additionthe Chairman was also evaluated on the key aspects ofhis role.

In a separate meeting of independent Directorsperformance of non-independentdirectorsperformance of the board as a whole and performance of the Chairman wasevaluatedtaking into account the views of executive directors and non-executivedirectors.The same was discussed in the board meeting that followed the meeting of theindependent Directorsat which the performance of the Boardits committees and individualdirectors was also discussed.

Declaration by an Independent Director(s) and re- appointmentif any:

A declaration by an Independent Director(s) that he/they meet the criteria ofindependence as provided in sub-section (6) of Section 149 of the Companies Act2013 shallbe enclosed as Annexure VI.

An independent director shall hold office for a term up to five consecutive years onthe Board of a Companybut shall be eligible for reappointment for next five years onpassing of a special resolution by the Company and disclosure of such appointment in theBoard's report.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Company's policy on directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the corporate governancereportwhich forms part of the directors' report.

AUDIT COMMITTEE

The details pertaining to composition of audit committee are included in the CorporateGovernance Reportwhich forms part of this report

AUDITORS

Pursuant to the provisions of Section 139 of the Act and the rules framedthereunderM/s RRK &ASSOCIATESChartered AccountantsHyderabad were appointed asstatutory auditors of the Company from the conclusion of the twentieth annual generalmeeting (AGM) of the Company held on 31st December2014 till the conclusion of the twentyfourth AGM to be held in the year 2018subject to ratification of their appointment atevery AGM.

AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT:

The auditors' report contain the following qualificationsreservations or adverseremarks: The management has replied to the qualifications of the Auditor as follows:

Query: With reference to the Note No.12 of the financial statements wherein themanagement of the company has considered Trade receivables amounting to Rs.95485831 asgood and fully recoverable.In the absence of external confirmations from the customersfrom whom these amounts are due or other alternate audit evidence to corroboratemanagement's assessment of recoverability of these balances and with regard to the age ofthese balanceswe are unable to comment the extent to which these balances arerecoverable.

Reply: The Material sent to parties are subject to quality checking at their endthematerial (castor seeds) contains the heavy moisture when procured effected the qualitytherefore receivable amount qualified by the auditor of Rs.95485831.00can be partlyrealizable because of quality problems.However the company is trying its level best tocollect/settle with the parties in order to reach the amicable solution.

The secretarial auditors' report contain the following qualificationsreservations oradverse remarks.The management has replied to the qualifications of the SecretarialAuditor as follows:

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

Reply: Management has taken steps to find a suitable candidate to be appointed as Womandirector to comply with the provisions of Companies Act2013 & listing agreemententered with the Stock Exchanges

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

Reply: Availability of the experienced and qualified Company Secretary in the market isless and getting them is difficult and even after giving the advertisement we could notgettherefore the company could not appoint the Company Secretary.HoweverCompany hastaken steps to appoint a whole time Company Secretary in the Company.

Query: Annual General Meeting for the financial year ended on 31/03/2014 was notconvened within the due date.

Reply: The company operations were stalled by the trade unions and coupled withFinancial constrains faced by the company and non-release of funds by REC and unplannedrepayment of loan to the long term creditor on his demand which was not envisaged by thecompany in short term.Due to the above said unavoidable circumstancescompany has notconducted the Annual General Meeting.HoweverCompany is conducting the Annual GeneralMeeting for the Financial year 201314 on 31.12.2015.

Query: The company has not complied with the clauses 16354147(C)4952 andReconciliation of Share Capital Audit of the listing agreements entered with BSE Limitedand Pune Stock Exchange Reply: Company is in the process of complying with the all theclauses of listing agreement.

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

RISK MANAGEMENT POLICY:

The Board of the Company has formed a risk management committee to frameimplement andmonitor the risk management plan for the Company.The committee is responsible forreviewing the risk management plan and ensuring its effectiveness.The audit committee hasadditional oversight in the area of financial risks and controls.Major risks identified bythe businesses and functions are systematically addressed through mitigating actions on acontinuing basis.

The development and implementation of risk management policy has been covered in themanagement discussion and analysiswhich forms part of this report.

PARTICULARS OF LOANSGUARANTEES AND INVESTMENTS:

The particulars of loansguarantees and investments have been disclosed in thefinancial statements.TRANSACTIONS WITH RELATED PARTIES:

None of the transactions with related parties falls under the scope of Section 188(1)of the Act.Information on transactions with related parties pursuant to Section 134(3)(h)of the Act read with rule 8(2) of the Companies (Accounts) Rules2014 are given inAnnexure II in Form AOC-2 and the same forms part of this report.

EXTRACT OF ANNUAL RETURN:

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

DISCLOSURE REQUIREMENTS:

As per Clause 49 of the listing agreements entered into with the stock exchangesAdetailed Report on Corporate GovernanceManagement Discussion and Analysis Report and theCertificate from the Auditors of your Company regarding compliance of conditions ofCorporate Governance are attachedwhich form part of this report.

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

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

LISTING OF SHARES

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

SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there underM/s.Mittapalli NagaKishorePracticing Company Secretary have been appointed Secretarial Auditors of theCompany.The report of the Secretarial Auditors is enclosed as Annexure V to thisreport.The report is self-explanatory and do not call for any further comments.

DEPOSITS FROM PUBLIC:

The Company has not accepted any deposits from public and as suchno amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.

CONSERVATION OF ENERGYTECHNOLOGY ABSORPTIONFOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Section 134 of the Companies Act2013 read withRule 8(3) of The Companies (Accounts) Rules2014) are set out in Annexure-III to thisreport.

PARTICULARS OF EMPLOYEES

There are no employees whose information is required to be disclosed under Section 197read with rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules2014.

PERSONNEL

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

APPRECIATION

The Board places on record its deep appreciation of the devoted services of the loyalworkersexecutives and other staff of the Company who have contributed in no small measureto the performance and the Company's continued inherent strength.

It also extends grateful thanks to the Central and various State Governmentstheinvestorsthe banking circlesfinancial institutions and district level authorities fortheir continued support extended to the Company from time to time.The Board also places onrecord their deep sense of appreciation for the committed services of all the employees ofthe Company.

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

ANNEXURE TO THE DIRECTORS' REPORT ANNEXURE I Form AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 ofCompanies (Accounts) Rules2014)

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

Part "A": Subsidiaries

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

Sl.No. Particulars Details
1. Name of the subsidiary SWARNAJYOTHI AGRO & EXPORTS INDIA PRIVATE LIMITED

RPVS RENEWABLE ENERGIES PRIVATE LIMITED

2. Reporting period for the subsidiary concernedif different from the holding company's reporting period NIL
3. Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries NIL
4. Share capital INR 100000/-
5. Reserves & surplus NIL
6. Total assets INR 115000/-
7. Total Liabilities INR 115000/-
8. Investments NIL
9. Turnover NIL
10. Profit before taxation NIL
11. Provision for taxation NIL
12. Profit after taxation NIL
13. Proposed Dividend NIL
14. % of shareholding 50: 50

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

1. Names of subsidiaries which are yet to commence operations

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

Part "B": Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act2013 related to AssociateCompanies and Joint Ventures - NIL

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

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

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

ANNEXURE II

Form No.AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules2014)

Form for disclosure of particulars of contracts / arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act2013 including certain arms length transactions under third proviso thereto:

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

2. Details of material contracts or arrangement or transactions at arm's length basis:

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

b. Nature of contracts / arrangements / transactions:

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

d. Salient terms of the contracts or arrangements or transactions including thevalueif any:

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

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

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

(iv) be responsible for all the expenses incurred in connection with providing itsservices and(v) comply with the localstate and federal laws and regulations applicablewhile providing services.

e. Date(s) of approval by the Boardif any: Not applicablesince the contract wasentered into in the ordinary course of business and on arm's length basis.

f. Amount paid as advancesif any: Nil

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

ANNEXURE III

The details of conservation of energytechnology absorptionforeign exchange earningsand outgo are as follows:

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

(b) Technology absorption

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

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

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

 

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

ANNEXURE IV DECLARATION OF INDEPENDENCE

01st April2014 To

The Board of Directors

SWARNAJYOTHI AGROTECH & POWER LIMITED 315LEFT WING AMRUTHAVILLE WELFAREASSOCIATIONOPP YASHODA HOSPITAL

RAJBHAVAN ROADSOMAJIGUDA HYDERABAD -500082TELANGANA

Sub: Declaration of independence under clause 49 of the Listing Agreement andsub-section (6) of section 149 of the Companies Act2013.

IBRAHMANANDA ROUThereby certify that I am a Non-executive Independent Director ofSWARNAJYOTHI AGROTECH & POWER LIMITEDand comply with all the criteria of independentdirector as envisaged in Clause 49 of the Listing Agreement and the Companies Act2013.

I certify that:

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

• I am/was not a promoter of the company or its holdingsubsidiary or associatecompany;

• I am not related to promoters / directors / persons occupying managementposition at the board level or level below the board in the companyits holdingsubsidiaryor associate company;

• Apart from receiving director sitting fees / remunerationI have/had nopecuniary relationship / transactions with the companyits promotersits directorsitssenior management or its holdingsubsidiary or associate companyor their promotersordirectorsduring the two immediately preceding financial years or during the currentfinancial;

• none of my relatives has or had any pecuniary relationship or transaction withthe companyits holdingsubsidiary or associate companyor their promotersordirectorsamounting to 2% or more of its gross turnover or total income or Rs.50 Lacs orsuch higher amount as may be prescribedwhichever is lowerduring the two immediatelypreceding financial years or during the current financial year;

• Neither me nor any of my relatives:

a) holds or has held the position of a key managerial personnel or is or has beenemployee/executive of the company or its holdingsubsidiary or associate company in any ofthe three financial years immediately preceding the financial year;

b) is or has been an employee or proprietor or a partnerin any of the three financialyears immediately preceding the financial year of;

c) firm of auditors or company secretaries in practice or cost auditors of the companyor its holdingsubsidiary or associate company; or

d) any legal or a consulting firm that has or had any transaction with the companyitsholdingsubsidiary or associate company amounting to 10% or more of the gross turnover ofsuch firm;

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

f) is a Chief Executive or directorby whatever name calledof any nonprofitorganization that receives 25% or more of its receipts from the companyany of itspromotersdirectors or its holdingsubsidiary or associate company or that holds 2% ormore of the total voting power of the company; or

• I am not a material supplierservice provider or customer or a lessor or lesseeof the company;

• I am not less than 21 years of age.

Declaration

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

FurtherI do hereby declare and confirm that the above said information's are true andcorrect to the best of my knowledge as on the date of this declaration of independence andI shall take responsibility for its correctness and shall be liable for fine if anyimposed on the Companyits directorsif the same found wrong or incorrect in future.

I further undertake to intimate immediately upon changesif anyto the Company forupdating of the same.

Thanking you

Yours faithfully

BRAHMANANDA ROUT

DIN: 03079834

PLOT NO.- 1717SRIRAM NAGAROLD TOWNOrissaINDIA - 751002

DECLARATION OF INDEPENDENCE

01st April2014 To

The Board of Directors

SWARNAJYOTHI AGROTECH & POWER LIMITED 315LEFT WING AMRUTHAVILLE WELFAREASSOCIATIONOPP YASHODA HOSPITAL

RAJBHAVAN ROADSOMAJIGUDA HYDERABAD -500082TELANGANA

Sub: Declaration of independence under clause 49 of the Listing Agreement andsub-section (6) of section 149 of the Companies Act2013.

IKOLACHANA SHASTRI VENKATESWARAhereby certify that I am a Non-executive IndependentDirector of SWARNAJYOTHI AGROTECH & POWER LIMITEDand comply with all the criteria ofindependent director as envisaged in Clause 49 of the Listing Agreement and the CompaniesAct2013.

I certify that:

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

• I am/was not a promoter of the company or its holdingsubsidiary or associatecompany;

• I am not related to promoters / directors / persons occupying managementposition at the board level or level below the board in the companyits holdingsubsidiaryor associate company;

• Apart from receiving director sitting fees / remunerationI have/had nopecuniary relationship / transactions with the companyits promotersits directorsitssenior management or its holdingsubsidiary or associate companyor their promotersordirectorsduring the two immediately preceding financial years or during the currentfinancial;

• none of my relatives has or had any pecuniary relationship or transaction withthe companyits holdingsubsidiary or associate companyor their promotersordirectorsamounting to 2% or more of its gross turnover or total income or Rs.50 Lacs orsuch higher amount as may be prescribedwhichever is lowerduring the two immediatelypreceding financial years or during the current financial year;

• Neither me nor any of my relatives:

a) holds or has held the position of a key managerial personnel or is or has beenemployee/executive of the company or its holdingsubsidiary or associate company in any ofthe three financial years immediately preceding the financial year;

b) is or has been an employee or proprietor or a partnerin any of the three financialyears immediately preceding the financial year of;

c) firm of auditors or company secretaries in practice or cost auditors of the companyor its holdingsubsidiary or associate company; or

d) any legal or a consulting firm that has or had any transaction with the companyitsholdingsubsidiary or associate company amounting to 10% or more of the gross turnover ofsuch firm;

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

f) is a Chief Executive or directorby whatever name calledof any nonprofitorganization that receives 25% or more of its receipts from the companyany of itspromotersdirectors or its holdingsubsidiary or associate company or that holds 2% ormore of the total voting power of the company; or

• I am not a material supplierservice provider or customer or a lessor or lesseeof the company;

• I am not less than 21 years of age.

Declaration

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

FurtherI do hereby declare and confirm that the above said information's are true andcorrect to the best of my knowledge as on the date of this declaration of independence andI shall take responsibility for its correctness and shall be liable for fine if anyimposed on the Companyits directorsif the same found wrong or incorrect in future.

I further undertake to intimate immediately upon changesif anyto the Company forupdating of the same.

Thanking you

Yours faithfully

KOLACHANA SHASTRI VENKATESWARA

DIN: 06489681

1-8-115/2BAGHALINGAMPALLYROAD CHIKKADPALLYHYDERABAD500020

Andhra PradeshINDIA

01st April2014 To

The Board of Directors

SWARNAJYOTHI AGROTECH & POWER LIMITED 315LEFT WING AMRUTHAVILLE WELFAREASSOCIATIONOPP YASHODA HOSPITAL

RAJBHAVAN ROADSOMAJIGUDA HYDERABAD -500082TELANGANA

Sub: Declaration of independence under clause 49 of the Listing Agreement andsub-section (6) of section 149 of the Companies Act2013.

IMr.SUDHANIDHI ROUThereby certify that I am a Non-executive Independent Director ofSWARNAJYOTHI AGROTECH & POWER LIMITEDand comply with all the criteria of independentdirector as envisaged in Clause 49 of the Listing Agreement and the Companies Act2013.

I certify that:

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

• I am/was not a promoter of the company or its holdingsubsidiary or associatecompany;

• I am not related to promoters / directors / persons occupying managementposition at the board level or level below the board in the companyits holdingsubsidiaryor associate company;

• Apart from receiving director sitting fees / remunerationI have/had nopecuniary relationship / transactions with the companyits promotersits directorsitssenior management or its holdingsubsidiary or associate companyor their promotersordirectorsduring the two immediately preceding financial years or during the currentfinancial;

• none of my relatives has or had any pecuniary relationship or transaction withthe companyits holdingsubsidiary or associate companyor their promotersordirectorsamounting to 2% or more of its gross turnover or total income or Rs.50 Lacs orsuch higher amount as may be prescribedwhichever is lowerduring the two immediatelypreceding financial years or during the current financial year;

• Neither me nor any of my relatives:

a) holds or has held the position of a key managerial personnel or is or has beenemployee/executive of the company or its holdingsubsidiary or associate company in any ofthe three financial years immediately preceding the financial year;

b) is or has been an employee or proprietor or a partnerin any of the three financialyears immediately preceding the financial year of;

c) firm of auditors or company secretaries in practice or cost auditors of the companyor its holdingsubsidiary or associate company; or

d) any legal or a consulting firm that has or had any transaction with the companyitsholdingsubsidiary or associate company amounting to 10% or more of the gross turnover ofsuch firm;

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

f) is a Chief Executive or directorby whatever name calledof any nonprofitorganization that receives 25% or more of its receipts from the companyany of itspromotersdirectors or its holdingsubsidiary or associate company or that holds 2% ormore of the total voting power of the company; or

• I am not a material supplierservice provider or customer or a lessor or lesseeof the company;

• I am not less than 21 years of age.

Declaration

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

FurtherI do hereby declare and confirm that the above said information's are true andcorrect to the best of my knowledge as on the date of this declaration of independence andI shall take responsibility for its correctness and shall be liable for fine if anyimposed on the Companyits directorsif the same found wrong or incorrect in future.

I further undertake to intimate immediately upon changesif anyto the Company forupdating of the same.

Thanking you

Yours faithfully

SUDHANIDHI ROUT DIN: 05275676

QTR NO.4R-2UNIT 8GOPABANDHU SQUAREBHUBANESWAROrissaINDIA- 751012

ANNEXUREV

Form No.MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st MARCH2015 [Pursuant to section 204(1) ofthe Companies Act2013 and rule No.9 of the Companies(Appointment and

Remuneration Personnel) Rules2014]

To

The Members

Swarnajyothi Agrotech & Power Limited

Corporate Identity Number (CIN): L40300TG1994PLC078932

Authorised Capital: Rs.31.00 Crores

Ihave conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Swarnajyothi Agrotech &Power Limited(hereinafter called the company).Secretarial Audit was conducted in a mannerthat provided me a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing my opinion thereon.

Based on my verification of the Swarnajyothi Agrotech and Power Limited'sbookspapersminute booksforms and returns filed and other records maintained by thecompany and also the information provided by the Companyits officersagents andauthorized representatives during the conduct of secretarial auditI hereby report that inmy opinionthe company hasduring the audit period covering the financial year ended on 31stMarch2015 complied with the statutory provisions listed hereunder and also that theCompany has proper Board-processes and compliance mechanism in place to the extentin themanner and subject to the reporting made hereinafter:

I have examined the bookspapersminute booksforms and returns filed and otherrecords maintained by the Company a listed Public Company for the financial year ended on31st March2015 according to the provisions of:

(i) The Companies Act2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act1956 ('SCRA') and the rules madethereunder;

(iii) The Depositories Act1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act1999 and the rules and regulations made thereunderto the extent of Foreign Direct InvestmentOverseas Direct Investment and ExternalCommercial Borrowings;

(v) ThefollowingRegulationsandGuidelinesprescribedundertheSecuritiesandExchange Boardof India Act1992 ('SEBI Act'): -

a) The Securities and Exchange Board of India(Substantial Acquisition of Shares andTakeovers)Regulations2011;

b) The Securities and Exchange Board of India(Prohibition of Insider Trading)Regulations1992;

c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements)Regulations2009;

d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines1999;

e) The Securities and Exchange Board of India(Issue and Listing of Debt Securities)Regulations2008;

f) The Securitiesand Exchange BoardofIndia (Registrarstoan Issue and ShareTransferAgents)Regulations1993 regarding the Companies Act and dealing with client;

g) TheSecuritiesandExchangeBoardofIndia(DelistingofEquityShares)Regulations2009; and

h) The Securities and Exchange Board of India (Buy back of Securities)Regulations1998;

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

• Employees State Insurance Act1948 and Employees' State Insurance (General)Regulations1950;

• Employees Provident Funds and Miscellaneous Provisions Act1952and theEmployees' Provident Funds Scheme1952;

• Payment of Bonus Act1965 and the Payment of Bonus Rules1965;

• Employment Exchanges(Compulsory Notification of Vacancies )Act1959

• Contract Labour (Regulation and Abolition) Act1970 and the Contract Labour(Regulation and Abolition) Central Rules1971;

• Factories Act1948 and the rules made thereunder;

• A.P.Shops and Establishment Act1988;

• Water (Prevention and Control of Pollution) Act1974

• Air (Prevention and Control of Pollution) Act1981

• Environment Protection Act1986

• Public Liability Insurance Act1991

• Indian Boilers Act1923

• Explosives Act1884

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

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

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

During the period under review the Company has complied with the provisions of theActRulesRegulationsGuidelinesStandardsetc.mentioned above except to the extent asmentioned below:

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

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

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

3. The company has not complied with the clauses 16354147(C)4952 andReconciliation of Share Capital Audit of the listing agreements entered with BSE Limitedand Pune Stock Exchange.

Ifurther report that

The Board of Directors of the Company is duly constituted with proper balance ofExecutive DirectorsNonExecutive Directors and Independent Directors.The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetingsagenda anddetailed notes on agenda were sent at least seven days in advanceand a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

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

Ifurther report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable lawsrulesregulations and guidelines.

I further report that during the audit period the company not entered into / carriedout any activity that has major bearing on the company's affairs.

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

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

ANNEXURE-A

To

The Members

Swarnajyothi Agrotech & Power Limited

Corporate Identity Number (CIN): L40300TG1994PLC078932

Authorised Capital: Rs.31.00 Crores

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

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

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records.Theverification was done on test basis to ensure that correct facts are reflected insecretarial records.We believe that the processes and practiceswe followed provide areasonable basis for our opinion.

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

4. Where ever requiredwe have obtained the Management representation about thecompliance of lawsrules and regulations and happening of events etc.

5. The compliance of the provisions of corporate and other applicablelawsrulesregulationsstandards is the responsibility of management.Our examination waslimited to the verification of procedures on test basis.

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

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