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Jigyasa Infrastructure Ltd.

BSE: 780019 Sector: Infrastructure
NSE: N.A. ISIN Code: INE107Q01011
BSE 05:30 | 01 Jan Jigyasa Infrastructure Ltd
NSE 05:30 | 01 Jan Jigyasa Infrastructure Ltd

Jigyasa Infrastructure Ltd. (JIGYASAINFRAST) - Director Report

Company director report

TO

THE MEMBERS

Your Directors have great pleasure in presenting the 09th Annual Reporttogether with the Audited Accounts of the Company for the year ended at 31stMarch 2017.

FINANCIAL RESULTS

The summarized performance of the Company for the years 2016-17 and 2015-16 is givenbelow:

(Rupees in Lakh)

Particulars

For Financial Year Ended

31st March 2016 31st March 2017
Total Income 202.89 242.22
Total Expenditure 197.60 221.49
Profit before Tax 5.28 20.07
Less: Tax Expense 1.90 6.40
Profit/(Loss) adjusted - -
Profit/(Loss) carried to Balance Sheet 3.39 14.32

RESULTS OF OPERATIONS

Operating in a volatile and uncertain environment the Company demonstrated theresilience of its business model. The Company delivers robust profits in the financialyear 2016-17. The highlights of the Company's performance are as mentioned above.

DIVIDEND

In view of the requirement of funds for expansion of the business The Directors havenot recommended any dividend for the financial year 2016-17.

CHANGE IN THE BOARD OF DIRECTORS AND KMP

During the year under Review there is no change in the composition of Board ofDirectors.

STATE OF COMPANY AFFIARS

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

CHANGE IN THE NATURE OF BUSINESS

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

STATUTORY AUDITOR AND HIS REPORT

At the Annual General Meeting held on August 24 2016 M/s. Gyanesh Gupta & Co.Chartered Accountants were appointed as Statutory Auditors of the Company for a period offive years. In terms of the first proviso to section 139 of the Companies Act 2013 theappointment of the Auditors is to be placed for ratification at the Annual GeneralMeeting. Accordingly the appointment of M/s. Gyanesh Gupta & Co . CharteredAccountants as Statutory Auditors of the Company is placed for ratification by theShareholders. In this regard the Company has received a Certificate from the Auditors tothe effect that if they are appointed it would be in accordance with the provision ofsection 141 of the Companies Act 2013. The Report given by the Statutory Auditors for theFinancial Statements for the year ended March 31 2017 read with explanatory notes thereondo not call for any explanation or comments from the Board under Section 134(3) of theCompanies Act 2013.

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

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

DEPOSITS

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

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

Since the Company has no subsidiaries as on 31st March 2017 provision ofsection 129 of the Companies Act 2013 is not applicable.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO

The particulars as required under the provisions of Section 314(3)(m) of the CompaniesAct 2013 read with Rule 8(3) of The Companies (Accounts) Rules 2014 in respect ofConservation of Energy and Technology Absorption have not been furnished considering thenature of activities undertaken by the Company during the year under review.

There was no foreign exchange earning & outgo during the financial year underreview.

SUBSIDARY COMPANIES

The Company does not have any subsidiary. Since there is no subsidiary of the Companyat present hence no consolidated financial statements have been prepared.

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

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

DIRECTORS RESPONSIBILITY STATEMENT

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

a. in the preparation of the annual accounts for the financial year ended on 31stMarch 2017 the applicable accounting standards had been followed along with properexplanation relating to material departures;

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

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

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

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

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

INDEPENDENT DIRECTORS' MEETING

During the year under review the Independent Directors met on March 22 2017 interalia to discuss:

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

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

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

• All the Independent Directors were present at the Meeting.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

FAMILIARIZATION PROGRAMME

The Company at its various meetings held during the Financial year 2016-17 hadfamiliarize the Independent Directors with regard to the roles rights responsibilitiesin the Company nature of the industry in which the Company operates the Business modelsof the Company etc. The Independent Directors have been provided with necessary documentsreports and internal policies to familiarize then with the Company's policies proceduresand practices.

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

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

CAPITAL STRUCTURE

During the under Review there is no change in the capital structure of the company

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

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

POSTAL BALLOT

During the year under review one Postal Ballot has been conducted to obtain theapproval of Shareholders for Voluntary Exit of Securities (Equity shares) from theInstitutional Trading Platform of BSE Limited. Resolution has been passed by theShareholders Requisite majority and Results of Postal Ballot Declared by the Company onApril 27 2017 and same has been intimated to Stock Exchange.

DISCLOSURES RELATED TO BOARD COMMITTEES AND POLICIES

a) Board Meetings

During the year 05 (Five) Board Meetings were convened and held on 30.05.201628.07.2016 14.11.2016 27.02.2017 and 22.03.2017.The intervening gap between the Meetingswas within the period prescribed under the Companies Act 2013.

b) Board Evaluation

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

c) Audit Committee

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

COMPOSITION AND ATTENDANCE OF THE AUDIT COMMITTEE:

During the year ended on 31st March 2017 the composition & attendance of AuditCommittee has been as under:

Name of Director Designation Category No. of Meeting Attended
Mr. Chandan Kumar Bansraj Gautam Chairman Non Executive and Independent Director 4
Ms. Geeta Devi Member Non Executive and Independent Director 4
Mr. Umesh Vaindil Member Non Executive and Independent Director 4

During the financial year 2016-17 Four (4) meeting of Audit Committee was held.

(d) Stakeholders Relationship Committee

In compliance with the provisions of Section 178 of the Companies Act 2013 and theListing Agreement the Board has constituted the "Stakeholders' RelationshipCommittee".

COMPOSITION AND ATTENDANCE AT MEETINGS:

Ms. Geeta Devi
Mr. Umesh Vandil
Mr. Chandan Kumar Bansraj Gautam

During the year ended on 31st March 2017 the composition of Stakeholders RelationshipCommittee has been as under:

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

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

During the financial year 2016-17 Four (4) meeting of Stakeholders RelationshipCommittee was held.

(e) Nomination & Remuneration Committee

In compliance with Section 178 of the Companies Act 2013 the Board has constitutedthe Nomination and Remuneration Committee.

COMPOSITION AND ATTENDANCE AT MEETINGS:

1. Mr. Umesh Vaindil

2. Ms. Geeta Devi

3. Mr. Sanjay Kumar Singh

During the year ended on 31st March 2017 the composition of Nomination andRemuneration Committee has been as under:

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

During the financial year 2016-17 Four (4) meeting of Audit Committee was held. f)Risk Management

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

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

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisionsin line with the delegated authority. The following substantive Committees constituted bythe Board function according to their respective roles and defined scope:

• Audit Committee of Directors

• Stakeholder Relationship Committee

• Nomination & Remuneration Committee

CORPORATE GOVERNANCE REPORT

As per Chapter IV Regulation 15 of SECURITIES AND EXCHANGE BOARD OF INDIA (LISTINGOBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015 A Company Listed under chapterXB(Companies listed on SME ITP exchange) or chapter XC(Companies listed on institutionaltrading platform without IPO) of ICDR regulations 2009 and having its equity shareslisted on a recognized stock exchange is out of the ambit of Corporate Governance Reportin its Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per Chapter IV Regulation 15 of SECURITIES AND EXCHANGE BOARD OF INDIA (LISTINGOBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015 A Company Listed under chapterXB(Companies listed on SME ITP exchange) or chapter XC(Companies listed on institutionaltrading platform without IPO) of ICDR regulations 2009 and having its equity shareslisted on a recognized stock exchange is out of the ambit of Management Discussion AndAnalysis Report in its Annual Report.

PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE

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

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

Name of Directoi/KMP and Designation Remuneration of Director/ KMP for FY 2016-17 (Rs. In Lakhs) % increase in Remuneration in FY 2016-17 ** Ratio of Remuneration of Director to Median Remuneration of employees Ratio of Remuneration of Director to Median Remuneration of Employees
Mr. Sanjay Kumar Singh Whole Time Director 240000 N.A. N.A. N.A.

The number of permanent employees as on 31st March 2017 was 4.

Average of remuneration of employees excluding KMPs - Nil

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

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

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

STATEMENT CONTAINING THE PARTICULARS OF EMPLOYEES IN ACCORDANCE WITH SECTION 197 OF THECOMPANIES ACT 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014 AND FORMING PART OF DIRECTORS' REPORT FOR THE FINANCIALYEAR ENDED MARCH 31 2017 -NOT APPLICABLE

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

PERSONNEL

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

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

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

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

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

a. No. of Complaints received: 0

b. No. of Complaints disposed off: 0

RELATED PARTY TRANSACTIONS

During the year under review There is no Related party Transactions.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

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

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134 (3) (a) of the Companies Act 2013 Extractof the Annual Return for the financial year ended 31st March 2017 made under theprovisions of Section 92 (3) of the Act in Form MGT - 9 is annexed herewith as Annexure-I.

SECRETARIAL AUDIT

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

i) With reference to the qualifications we wish to explain that the Company issearching the best person for the post of Chief Financial Officer as we will find thesuitable person; we will appoint the same as Chief Financial Officer.

ii) With reference to MGT-10 The Company will comply the same in future.

iv) With reference to late intimation to Stock Exchange The Company will keep a trackon his and assure that all intimation will send to the Stock exchange timely in future.

v) With reference to the updating of website this is to inform you that the website ofthe company is updated pursuant to the Regulation 46 under SEBI LODR Regulations 2015.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

HUMAN RESOURCES INDUSTRIAL RELATIONS

The takes pride in the commitment competence and dedication shown by its employees inall areas of Business. The Company is committed to nurturing enhancing and retaining toptalent through superior Learning and Organizational Development. This is a part ofCorporate HR function and is a critical pillar to support the Organization's growth andits sustainability in the long run.

CAUTIONARY STATEMENT

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

ACNOWLEDGEMENT

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

For and on behalf of board of
Jigyasa Infrastructure Limited
Sd/- Sd/-
Umesh Vaindil Sanjay Kumar Singh
Director Director
DIN No: 06789400 DIN No:06793460
Dated: 31.08.2017
Place: New Delhi