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Sunedison Infrastructure Ltd.

BSE: 531260 Sector: Others
NSE: N.A. ISIN Code: INE332F01018
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OPEN 5.82
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VOLUME 2
52-Week high 5.82
52-Week low 5.82
P/E
Mkt Cap.(Rs cr) 3
Buy Price 5.82
Buy Qty 3300.00
Sell Price 0.00
Sell Qty 0.00

Sunedison Infrastructure Ltd. (SUNEDISONINFRA) - Director Report

Company director report

To the Members

The Directors have great pleasure in presenting the 23rd Annual Report ofthe Company along with the audited financial statements for the financial year ended March312017.

FINANCIAL RESULTS

The financial results of the Company for the year ended 31st March 2017 aresummarized below:

SI. Particulars No. Current Year ended 31st March 2017 Previous Year ended 31st March 2016
(j) Revenue from operations (net) - -
(ii) Other Income - -
(iii) Total Income - -
(iv) Operating Expenditure 572986 560880
(v) Profit before Interest Depreciation and Amortization and Tax (572986) (560880)
(vi) Finance Costs (net) -
(vii) Depreciation and Amortisation -
(viii) Profit before Taxes (572986) (560880)
Tax Expenses 81384 144447
(x) Net Profit / (Loss) for the Year (491602) (416433)
(xi) Balance Brought Forward from Previous Year (1033879) (617446)
(xii) Balance carried to Balance Sheet (1525481) (1033879)

PERFORMANCE OF THE COMPANY

The company has not done any business during the financial year. Your company hasincurred a net loss aftertax of Rs.491602/- during the financial year 2016-2017.

DIVIDEND

Due to non-availability of profits during the financial year your Directors do notrecommend any dividend for the financial year 2016-2017

SHARE CAPITAL

During the year your company has not made any allotment subsequent to which there isno change in the share capital of the company.

TRANSFER TO RESERVES

The Company has incurred loss and has carried the losses to Profit & Loss Accountand there as no transfer to General Reserve was made during the Year.

FINANCE

Cash and cash equivalent as at March 312017 amounted to Rs. 44299757/-. DEPOSITS

During the year your Company has not accepted any Deposits.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

There were no loans and guarantees given by the Company falling under Section 186 ofthe Companies Act 2013. Particulars of investments covered under Section 186 if anyformspart of the notes on financial statements provided in thisAnnual Report.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Re-appointments

As per provisions of the Companies Act 2013 Mrs. Yerabhagha Meerareddy PrasoonaDirector is liable to retire by rotation at the ensuing Annual General Meeting and beingeligible offers herself for re-appointment. The Board of Directors recommends hisre-appointment.

Appointments and Resignations

The Board had appointed Mrs. Varadharajan Rajani (DIN: 02430901) and Mr. ChinnamottarMuniswamyreddy Varadarajan (DIN: 00628630) as additional directors of the Company as perprovisions of Section 161 of Companies Act 2013 who were not re-appointed in the Annualgeneral Meeting held on 30.09.2016.

Details of appointments and resignations of directors during the year are tabled below:

Name of Directors Designation Date of Appointment Date of cessation
Mrs. Varadharajan Rajani Additional Director 28.07.2016 30.09.2016 (vacated the office)
Mr. Chinnamottor Muniswamyreddy Varadarajan Additional Director 28.07.2016 30.09.2016 (vacated the office)

Declaration by Independent Directors

The Company has received declaration from all its independent directors and that theymeet the criteria of independence has lay down under Section 149(6) of the Companies Act2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 inrespect of financial year ending 31.03.2017.

BOARD MEETINGS HELD DURING THE FINANCIAL YEAR

During the year 5 (Five) Board Meetings were convened and held as given below.

The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.

Board Meeting Date Attendance Details
30.05.2016 All directors present
28.07.2016 All directors present
11.08.2016 All directors present
11.11.2016 All directors present
14.02.2017 All directors present

BOARD COMMITTEES

The Board has two committees namely Audit Committee and Shareholders/lnvestorsGrievances Committee. The Composition of the primary Committees and their meeting datesare given below:

^lame of the Committee Composition Details of Meetings held during the year
Audit Committee Comprises of three Non- Executive Independent and one Executive Director. Four meetings were held during the year on the following dates:-
Mr. N. G. Anbumani. - • May 30 2016
Chariman • August 11 2016
Mr. D. Loganathan • November 112016
Mr. Y. Meera Reddy • February 14 2017
Shareholders/lnvestors Comprises of three Non- Four meetings were held
Grievances Committee Executive Directors and during the year on the
one Executive Director. following dates:-
Mr. D.Loganathan - • May 30 2016
Chairman • August 112016
Mr. N. G. Anbumani - • November 112016
Member Mrs. Y. Meera Reddy • February 14 2017

Details of recommendations of Audit Committee which were not accepted by the boardalong with reasons

The Audit Committee generally makes certain recommendations to the Board of Directorsof the Company during their meetings held to consider any financial results (Unaudited andAudited) and such other matters placed before the Audit Committee as per the CompaniesAct 2013and Listing Agreement from time to time. During the year the Board of Directorshas considered all the recommendations made by the Audit Committee and has accepted andcarried on the recommendations suggested by the Committee to its satisfaction. Hence thereare no recommendations unaccepted by the Board of Directors of the Company during the yearunder review.

DETAILS OF POLICIES DEVELOPED BYTHE COMPANY

Board Diversity

The Company recognizes and values the importance of a diverse board as part of itssuccess. The Company believes that a truly diverse Board will leverage differences inideas knowledge thought perspective experience skill sets age ethnicity religionand genderwhich will go a long way in retaining its competitive advantage.

Whistle Blower Policy-Vigil Mechanism

The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations. To maintain these standards the Company encourages itsemployees who have concerns about suspected misconduct to come forward and express theseconcerns without fear of punishment or unfair treatment. A Vigil (Whistle Blower)mechanism provides a channel to the Employees and Directors to report to the managementconcerns about unethical behavior actual or suspected fraud or violation of the Code ofConduct or Policy. The mechanism provides for adequate safeguards against victimization ofemployees and directors to avail of the mechanism and also provide for direct access tothe Chairman of the Board/Chairman of the Audit Committee in exceptional cases.

In line with the statutory requirements the Company has formulated a Whistle BlowerPolicy/Vigil Mechanism which covers malpractices and events which have taken place/suspected to have taken place misuse or abuse of authority fraud or suspected fraudviolation of company rules manipulations negligence causing danger to public health andsafety misappropriation of monies and other matters or activity on account of which theinterest of the Company is or is likely to be affected and formally reported by whistleblowers concerning its employees.

The Managing Director is responsible for the administration interpretationapplication and review of this policy. The Managing Director is also empowered to bringabout necessary changes to this Policy if required at any stage with the concurrence ofthe Audit Committee. The mechanism also provides for access to the Chairman of the AuditCommittee in required circumstances.

EVALUATION OF BOARD COMMITTEE AND DIRECTORS

Pursuant to provision of the of the Companies Act 2013 and Regulation 17 of the SEBI(LODR) Regulations 2015 an annual performance evolution of the performance of the Boardthe Directors individually as well as the evolution of the working of the Board Committeewas carried out based on the criteria and framework adapted by the Board.

TRAINING AND FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

Training and familiarization programmes were not conducted during the year as thecompany did not find any suitable candidate for appointed as Independent director on theBoard during the year.

This requirement will be met in the forthcoming financial years MANAGEMENT DISCUSSIONAND ANALYSIS REPORT

Since the Company did not have any operations during the year preparation ofManagement Discussion and Analysis Report may not be applicable to the company.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINT VENTURESOR ASSOCIATE COMPANIES DURING THE YEAR

Your Company has no subsidiaries joint venture or associate companies and hence thedisclosure does not arise.

AUDITORS

Statutory Auditors

The Audit Committee has recommended the appointment of Mr. S.Jothilingam CharteredAccountant (M.No.219301) PAN: AIAPJ9482B as statutory auditors of the company in the placeof M/s. Ganesh Venkat & Co. Chartered Accountants whose term expiring at this AnnualGeneral Meeting fora period of five year and to hold office from the conclusion of thisAnnual General Meeting to the conclusion of the Twenty Eighth Annual General Meeting to beheld in the year 2022 as per the provision of the Companies Act 2013 and they confirmedtheir eligibility and willingness to act as auditor of the company. Hence the Boardrecommends their appointment.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. S Dhanapal & Associates a firm of Practicing Company Secretaries toundertake the Secretarial Audit of the Company. The Secretarial Audit Report for thefinancial year 2016-2017 is annexed herewith as marked as Annexure-Aand forms part of thisreport.

PARTICULARS OF EMPLOYEES AND REMUNERATION

Details as required under Section 197 of the Companies Act 2013 read with Rule 5(2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:

(i) Details of the employees employed throughout the year and drawing remunerationwhich in the aggregate exceeds Rs.850000/- p.m. or Rs.10200000/- p.a. during thefinancial year.

During the year no employees were in receipt of remuneration exceedingRs.10200000/-.

(ii) None of the employees employed for a part of the financial year was in receipt ofremuneration for any part of that year which in the aggregate exceeds Rs.850000/-during the financial year.

(iii) None of the employees except Managing Director hold by himself or along withhis/her spouse and dependent children more than two per cent of the equity shares of theCompany.

Details required as per Section 197 and Rule 5 of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014

Percentage increase in the median remuneration of employees in the financial year

Name of Director/KMP Amount of Remuneration Per Annum Ratio of remuneration to median remuneration of employees for the FY % increase in remuneration during the FY Comparison of remuneration to performance of company
NIL

During the year none of the employees were in receipt of remuneration.

Number of permanent employees on the rolls of the company as on 31.03.2017

There were no employees registered on the rolls of the Company as of 31stMarch 2017.

Explanation on relationship between average increase in remuneration and companyperformance

Since there was no remuneration given during the year to employees it does not haveimpact on company's performance

Variations in Market Capitalization of the Company

There has been no trading in the shares on any of the stock exchanges during the yearunder review and hence this data has not been provided.

Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration;

There was no increment found in salaries of the employees in your company during thefinancial year.

The ratio of the remuneration of the highest paid director to that of the employees whoare not directors but receive remuneration in excess of the highest paid director duringthe year

There are no employees who receive remuneration in excess of the highest paid Directorduring the year.

Details of pecuniary relationship or transactions of the non-executive directorsvis-a-vis the company

There are currently three Non-Executive Directors in the company of which two directorsare Independent Directors. They are not in receipt of any sitting fee for any of themeetings attended.

Mrs. Yerabhagha Meerareddy Prasoona Non-Executive and Non-Independent Director holds331610 Equity shares as of 31st March 2017.

Mr. Anbumani Neikkuppai Govindarajan Non-Executive and Independent Director as of 31stMarch 2017.

Mr. Loganathan Dhakshinamoorthy Non-Executive and Independent Director as of 31stMarch 2017.

They do not have any pecuniary relationship or transactions with the Company.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The company does not have any operations and board is of opinion that internalfinancial control is sufficient to meet the current requirements of the company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal)Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered underthis policy.

The Company has not received any complaint on sexual harassment during the financialperiod ended 31.03.2017.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

During the year there are no significant and Material orders passed by the Regulatorsor Courts or Tribunals impacting the going concern status and Company's operations infuture

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAS OCCURRED SINCE 31.03.2017 TILL THE DATE OF THIS REPORT

There are no material Changes and commitments affecting the financial position of thecompany which has occurred since 31.03.2017 till the date of this report.

EXTRACT OF ANNUAL RETURN

An extract of the Annual Return in form MGT-9 is annexed herewith as marked as Annexure- B and forms part of this report.

RELATED PARTY TRANSACTIONS

As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the company has developed a policy on dealing with Related Party Transactions andsuch policy is disclosed on the company's website www.ykmindustries.com

There were no related party transactions as contemplated under Section 188 of CompaniesAct 2013 entered into during the financial year by the company with its Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large.

Company has not entered into any related parties transaction falling under AS-18.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The details on Conservation of energy technology absorption foreign exchange earningsand outgo is annexed herewith as marked as Annexure C and forms part of this report.

DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that:

I. In the preparation of the annual accounts the applicable accounting standards havebeen followed.

ii. The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were 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 or loss of the Company for the year under review.

iii. The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud

and other irregularities.

iv. The directors have prepared the annual accounts on a going concern basis.

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

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

DEPOSITORY SYSTEM

Pursuant to the Directions of the Securities and Exchange Board of India the Company'sSecurities has been dematerialized and also admitted into National Securities DepositoryLimited and has been allotted with ISIN - INE332F01018. The Company's Shares are listed.

REPLY TO QUALIFICATIONS IN SECRETARIAL AUDITOR'S REPORT

The company does not have any operations and hence has not appointed a CompanySecretary Internal Auditor and Chief Financial Officer. Once the operational performanceof the company improves it will appoint company secretary internal auditor and chieffinancial officer.

With regard to certain delay in filings non filings and advertisements to be giventhe company will take necessary steps to ensure that such events are not happening infuture.

ACKNOWLEDGEMENTS

The Directors would also like to thank members and bankers for the continued supportgiven by them to the Company and their confidence reposed in the management. The Directorsappreciate and value the contributions made by every member of YKM Industries Limited.

By Order of The Board/
Place: Chennai For YKM Industries Limited
Date: 30.05.2017
Managing Director Director