JYOTHI INFRAVENTURES LIMITED

Transcription

1 18 th ANNUAL REPORT PDF processed with CutePDF evaluation edition

2 BOARD OF DIRECTORS MRS.T.SAILAJA - MANAGING DIRECTOR MR.CH.KRISHNAIAH - DIRECTOR MR. CH. SUJAN - DIRECTOR MR. SAMBASIVA PRASAD EADARA - DIRECTOR MR. R. MEGHANATH GOUD - DIRECTOR AUDITORS M/S. M.M. REDDY & CO., CHARTERED ACCOUNTANTS, HYDERABAD REGD. OFFICE 2ND FLOOR, VARSUN BUILDING, PLOT NO.13, GUTTALA BEGUMPET, KAVURI HILLS, MADHAPUR, HYDERABAD PHONE: info@jyothiinfraventures.com LISTED AT BOMBAY STOCK EXCHANGE LTD., REGISTRAR & SHARE TRANSFER AGENTS XL SOFTECH SYSTEMS LTD 3, SAGAR SOCIETY, ROAD NO. 2, BANJARA HILLS, HYDERABAD PHONE NO , FAX:

3 NOTICE TO MEMBERS NOTICE is hereby given that the Eighteenth Annual General Meeting of M/s. Jyothi Infraventures Limited will be held on Wednesday the 30 th October, 2013 at A.M. at Registered Office of the Company at Plot No. 13, 2 nd floor, Varsun Building, Kavuri Hills, Madhapur, Hyderabad to transact the following business: ORDINARY BUSINESS: 1. To receive, consider and adopt the Audited Balance Sheet as at 31 st March 2013 and the Profit & Loss Account for the year ended on that date together with the Reports of the Board of Directors and the Auditors thereon. 2. To appoint a Director in the place of Mr.Ch Sujan who retires by rotation and being eligible, offers himself for reappointment. 3. To appoint a Director in the place of Mr. R.Meghanath Goud who retires by rotation and being eligible, offers himself for reappointment. 4. To appoint M/s. M. M. Reddy & Co., Chartered Accountants as Auditors of the Company and to hold office from the conclusion of this Annual General Meeting until conclusion of the next Annual General Meeting and to authorize the Board to fix their remuneration. For and on behalf of the Board Sd/- Place: Hyderabad Date: T. Sailaja Managing Director NOTES: 1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to attend and vote on a poll instead of himself / herself and the Proxy need not be a member of the Company. 2. Proxies, in order to be effective must be received by the Company not less than 48 hours before the commencement of the meeting. 3. The details under Clause 49 of the Listing Agreement with the stock exchange in respect of Directors seeking appointment / reappointment at the Annual General Meeting, is annexed hereto. 4. The Register of Members and Share Transfer Books of the Company will be closed from 24 th October, 2013 to 30th October, 2013 (Both days inclusive). 5. Members are requested to notify immediately any change in their address to the Share Transfer Agents and in case their shares are held in dematerialized form, this information should be passed on to their respective Depository Participants. 6. Members, who hold shares in de-materialized form, are requested to bring their Client ID and DP IDs for easier identification of attendance at the meeting. 1 18th Annual Report

4 7. Members are requested to kindly bring their copies of the Annual Report to the meeting. As a measure of economy, copies of Annual Report will not be distributed at the AGM. 8. As part of Green Initiative in Corporate Governance the Ministry of Corporate Affairs (MCA), Government of India vide its Circular has allowed paperless compliances by Companies inter-alia stating that if the Company sends official documents to their shareholders electronically, it will be in compliance with the provisions of Section 53 of the Companies Act, Keeping in view shareholders are requested to update their ID with their DP. ANNEXURE TO THE NOTICE Details of Directors seeking re-appointment at the forthcoming AGM (In Pursuance of Clause 49 of the Listing Agreement) NAME CH. SUJAN R. MEGHANATH GOUD Date of Birth Date of Appointment Qualifications M.B.A. M.Com., Nature of Experience in specific Experience in implementation Experience in Finance & Accounts functional areas of IT Programmes in Construction Projects No. of Shares held in the Company NIL NIL as on Members of the Committee of Audit Committee, Shareholders Audit Committee, Shareholders Board of Directors of the Company Grievance Committee & Grievance Committee Remuneration Committee Directorships held in other NIL NIL Companies Excluding Private Limited and Foreign Companies Chairman/Member in Mandatory NIL NIL Committee of the Companies For and on behalf of the Board Sd/- Place: Hyderabad Date: T. Sailaja Managing Director 18th Annual Report

5 DIRECTORS REPORT Dear Shareholders, Your Directors have pleasure in presenting the Eighteenth Annual Report of the Company for the financial year ended 31st March, FINANCIAL RESULTS: The performance of the Company for the financial year ended 31 st March, 2013 is summarized below: DESCRIPTION (Rs.) (Rs.) Income 80,73,547 19,32,185 Profit/(Loss) beforetax (83,35,107) (18,34,925) Less: Provisions for Tax Less: Provision for Defferred Tax 1,22,95,836 (1,22,95,836) Profit/(Loss) After Tax (2,06,30,943) 1,04,60,911 OPERATIONS: In the last financial year your company has started Operations of Leased Metal Crushing unit at Railapur village, Medchal Mandal, Ranga Reddy District, Andhra Pradesh. The Company has faced several problems in operating the unit and due to that the Company could not able to utilize the optimum capacity of the unit and incurred heavy financial losses. In view of this the company has closed the lease agreement of Metal crushing unit and the unit was handed over to the owner with effect from 1 st April, The Management is trying to get orders in civil construction contracts to continue some business operations in the Company and so far there are no orders on hand to execute. DIVIDEND: Your directors do not recommend any dividend for the financial year. PUBLIC DEPOSITS: Your Company has not accepted any deposits falling within the meaning of Sec.58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, during the financial year under review. LISTING: The equity shares of your company are listed on the Bombay Stock Exchange Limited and during the year the Company has delisted its Shares from Madras Stock Exchange, Delhi Stock Exchange and Ahmedabad Stock Exchange. DIRECTORS: In accordance with the provisions of Section 256 of the Companies Act,1956, and the provisions of the Articles of Association of the Company, Mr. Ch.Sujan & Mr. R.Meghanath Goud Directors retires by rotation at the conclusion of the ensuing Annual General Meeting and being eligible offers themselves for re-appointment. 3 18th Annual Report

6 DIRECTORS RESPONSIBILITY STATEMENT: Pursuant to the provisions of Sec.217 (2AA) of the Companies Act, 1956 the Board of Directors of your Company hereby certifies and confirms that: i. In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; ii. iii. iv. The Directors have selected such accounting policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year; The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities; The Directors have prepared the Annual accounts on a going concern basis. The information as required under Section 217(1)(e) of the Companies Act, 1956 relating to Conservation of Energy, Technology Absorption and foreign Exchange Earnings are given below: A. Conservation of Energy: The operations of the Company are not energy intensive and every effort has been made to ensure the optimal use of energy, avoid waste and conserve energy by using energy efficient technologies and methods. B. Research and Development 1. Research and Development (R&D) : N.A. The operations of the Company do not require any specific R & D. However, the Company endeavours to keep itself abreast of the latest technological and other developments occurring in the industry and adopt the same. C. 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 : Nil Foreign Exchange Outgo : Nil PARTICULARS OF EMPLOYEES None of the employees is in receipt of remuneration exceeding the limit and whose particulars are required to be given as prescribed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, th Annual Report

7 SCHEME OF ARRANGEMENT During the financial year the Company has approved the Scheme of arrangement (consists of reduction of Paid up Capital by 70% reduction in number of shares and fresh issue of 24,52,117 Equity shares on preferential basis to Promoters & strategic Investors) on 8 th November, 2012 in the meeting of the Board of Directors and filed Form No. 24(f) and the Scheme of Arrangement with Bombay stock Exchange Ltd. for in principle approval. The Company has received No-Objection letter for the above scheme of arrangement vide BSE Letter No.DCS/AMAL/NJ/24(f)/184/ dated 13 th August, In this connection the Company has also filed an application for Scheme of Arrangement with Hon ble High Court of Andhra Pradesh vide application No.1014/13 dated Hon ble High Court of Judicature of Andhra Pradesh has issued an order dated 19th September, 2013 and has directed that a meeting of the equity shareholders of the Company be convened and held at Registered Office of the Company on Wednesday, 30th October, 2013 at a.m. for the purpose of considering and approving of the proposed Scheme of Arrangement. CODE OF CONDUCT The Code has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affirmed by them. AUDITORS M/s. M.M. Reddy & Co, Chartered Accountants retire at the ensuing Annual General Meeting and being eligible has expressed his willingness for re-appointment. Your directors propose the appointment of M/s. M.M. Reddy & Co, Chartered Accountants, as statutory auditor to hold office until the conclusion of the next Annual General Meeting of the company. CORPORATE GOVERNANCE As a listed company, necessary measures have been taken to comply with the listing agreements of Stock Exchanges. A report on Corporate Governance, along with a certificate of compliance from the Auditors, Forms part of this Report as Annexure. ACKNOWLEDGEMENTS Your directors would like to express their grateful appreciation for assistance and co-operation received from clients, banks, investors, Government, other statutory authorities and all others associated with the company. Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by the employees at all levels, which enabled the company to achieve sustained growth in the operational performance during the year under review. Declaration by Managing Director of affirmation by Directors and senior Management personnel of compliance with the code of conduct The shareholders I, T. Sailaja, Director of the Company do hereby declare that the directors and senior management of the Company have exercised their authority and powers and discharged their duties and functions in accordance with the requirements of the code of conduct as prescribed by the company and have adhered to the provisions of the same. For and on behalf of the Board Sd/- Place: Hyderabad T. Sailaja Date: Managing Director 5 18th Annual Report

8 MANAGEMENT DISCUSSION AND ANALYSIS 1. INDUSTRY STRUCTURE & DEVELOPMENTS: The construction industry s growth is sluggish for the last several years due to lack of proper financial support From the financial institutions and Government.The real estate sector in India has come a long way by becoming one of the fastest growing markets in the world. The growth of the industry is attributed mainly to a large population base, rising income level, investment premium and rapid urbanization. The real estate and construction sectors plated a crucial role in the overall development of India s core infrastructure. After undergoing corporatization and professionalization, today real estate is recognized as one of the key sector contributing to the country s economic development after agriculture.the size of the Indian real estate market is expected to touch 180 billion USD by Considering some of the path breaking initiatives and contribution led by the Government, the Sector portrays healthy signs of development and growth domestically. Firstly, the Reserve Bank of India which has reduced risk weight on residential housing. Loans against residential housing falling under commercial real estate projects shall attract lower provisioning of 0.75% against 1% earlier. Secondly, the ECB norms eased for low-cost housing. The Reserve Bank of India has relaxed the External Commercial Borrowing (ECB) guidelines for developers/builders executing low-cost affordable housing projects.in view of the above developing trend in the real estate sector, the Company and management believe to strive for excellence coupled by its positive approach and learned principles. 2. OPPORTUNITIES AND THREATS: Opportunities In our Country, the infrastructure sector could be a major employment driver. Government policies and budgets have thus been more and more in gear to marketing infrastructure development. As the nation s housing market recovers from the recession of 2008, real estate professionals are encountering multiple offers on properties. According to the CRISIL research, Real estate prices are likely to pick up due to improved investor sentiment in the immediate term. Residential real estate demand is expected to grow 8-9% and residential capital value at a faster pace in 2013 and 2014, compared with the 6-7% envisaged earlier. There is considerable long term business scope for players in the construction business. Your company is also geared to make of this opportunity by participating in tenders of construction contracts to get some business. Threats: The construction industry in India was significantly affected by the economic slowdown and lack of interest in infrastructure projects due to problems in implementation and lack of proper support from Government. Apart from this the following threats are facing by the construction industry: 18th Annual Report

9 A tightening of the credit market. Rupee depreciation indirectly affects cost of services, inputs and raw materials like steel, consultancy, outsourcing of architects or engineers, cement, wages of labour, transportation etc. This raises the cost and time index of project and in turn becomes the major reason of project delays Stagnant and low construction margins Longer working capital cycle Lack of political willingness and support on promoting new action plans and strategy 3. FUTURE OUTLOOK: The outlook of the Management is positive as its commitments are finely focused on sub contracting of various civil works in Hyderabad. The construction industry is an integral part of the economy and as an industy the growth of the construction sector having plenty of possibilities for development in the future. 4. RISKS & CONCERNS: The construction cost has gone up by more than 20% and the fuel prices has also pushed up the cost of contract works. In the normal course of business, the Company is exposed to certain financial risks, principally interest rate risk, liquidity risk and credit risk, risks associated with the economy, regulations, competition, etc. These risks are managed through risk management policies that are designed to minimize the potential adverse effects of these risks on financial performance of the Company. The Risk Management framework of the Company ensures, that the compliance with the requirements of Clause 49 of the Listing Agreement. The framework establishes risk management across all service areas and functions of the Company, and has in place, the procedures to inform the Board Members about the risk assessment and minimization process. These processes are periodically reviewed to ensure that the management of the Company controls risks through a defined framework. 5. INTERNAL CONTROL SYSTEMS The Company has adequate internal control systems commensurate with the size and nature of business of the Company. The internal control system is constantly assessed and strengthened with tighter control procedures. The Internal Contol systems ensure effectively of operations, compliance with internal policies and applicable laws and regulations, protection of resources and assets, and accurate reporting of financial transactions 7 18th Annual Report

10 The Audit Committee periodically reviews the adequacy and efficacy of the said internal control systems. All the issues relating to internal control systems are resolved by the Audit Committee. 6. SHARE CAPITAL During the year under review, there was no further issue of shares. During the financial year the Company has approved the Scheme of arrangement (consists of reduction of Paid up Capital by 70% reduction in number of shares and fresh issue of 24,52,117 Equity shares on preferential basis to Promoters & strategic Investors) on 8 th November, 2012 in the meeting of the Board of Directors and filed Form No. 24(f) the Scheme of arrangement with Bombay stock Exchange Ltd for in principle approval. The Company has received No-Objection letter for the above scheme of arrangement vide BSE letter No.DCS/AMAL/NJ/24(f)/184/ dated 13 th August, In this connection the Company has also filed an application for Scheme of Arrangement with Hon ble High Court of Andhra Pradesh vide application No.1014/13 dated Hon ble High Court of Judicature of Andhra Pradesh has issued an order dated 19th September, 2013 and has directed that a meeting of the equity shareholders of the Company be convened and held at Registered Office of the Company on Wednesday, 30th October, 2013 at a.m. for the purpose of considering and approving of the proposed Scheme of Arrangement. 7. HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL RELATIONS The Company currently has adequate manpower and personnel to conduct the business without any complications or hindrances. The Company recognises the importance and contribution of the employees. Human resource is viewed to be as one of the most important factor in the growth process with a view to cross further frontiers in business performance, the Company strives to organise training modules for understanding and improving the core skills of the employees. The overall human and industrial relations have remained peaceful and composed during the year. The Company is currently working on providing much better and comfortable working environment and training regimes to the employed personnel. 8. SENIOR MANAGEMENT DISCLOSURES The Company s Senior management makes disclosures to the Board relating to all material financial and commercial transactions as and when they occur. 9. CAUTIONARY STATEMENT Statements in the management discussion and analysis describing the Company s objectives, projections, estimates, expectations may be forward-looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company s operations include economic conditions affecting demand/supply and price conditions in the domestic and international markets in which the Company operates, changes in the Government regulations, tax laws and other statutes and other incidental factors. 18th Annual Report

11 CORPORATE GOVERNANCE REPORT 1. The Board of Directors of the company believes in and fully supports the principles of Corporate Governance. While striving to achieve the financial targets, the company seeks to follow the business principles and ethics and in all its dealings. The company has been regularly implementing the best practices of corporate governance in order to attain total transparency, accountability and integrity. In accordance with the requirement of Stock Exchange Regulations and the provisions of the Listing Agreement, the compliance report on the corporate governance is reproduced here under: 2. Board of Directors: In terms of the Company s Corporate Governance Policy, all statutory and other significant and material information are placed before the Board to enable it to discharge its responsibility of strategic supervision of the Company as trustees of the Shareholders. Composition: The Board comprises of 1 executive director and 4 non-executive independent directors. The following is the Composition of the Board; Sl. Name and category of directors No. of directorships No. of Memberships/ No. held in other Chairmanships held in Companies Committees of other Companies 1. T. Sailaja 1 [Director in Nil Promoter, Executive Jyothi Steel Industries (India) Private limited] 2. Ch. Sujan 1 [Director in Nil Independent, Non Executive Avalanches Infratech Private limited] 3. Ch.Krishnaiah 1 [Director in Nil Independent, Non Executive Jyothi Steel Industries (India) Private limited] 4. R. Meghanath Goud Nil Nil Independent, Non Executive 6. * Sambasiva Prasad Eadara Nil Nil Independent, Non Executive * Appointed w.e.f (a) Disclosures regarding Directors seeking reappointment/ appointment: Mr. Ch.Sujan is Master in Business Administration and having 8 years of experience in IT Company. Presently he is working in a leading IT Company in Hyderabad. Mr.R.Meghanath Goud is Master in Commerce with 20 years experience in Contruction Companies in Private Sector. 9 18th Annual Report

12 Board Meetings During the Financial Year , the Board of Directors met 4 times on the following dates: , , and on The gap between the Board Meetings does not exceeded four months. The Attendance of Directors at these Board Meetings and at the previous Annual General Meeting was under: Name of the directors No of meetings No of meetings Whether present held during the attended by at the previous tenure of the Director the Director AGM T. Sailaja, 4 4 Yes Promoter, Executive Ch. Sujan 4 4 Yes Independent, Non Executive Ch.Krishnaiah 4 4 No Independent, Non Executive R. Meghanath Goud 4 4 No Independent, Non Executive * Sambasiva Prasad Eadara 4 4 Yes Independent, Non Executive * Appointed w.e.f Audit Committee The Audit Committee was formed by the Board of Directors. The terms of reference of this committee cover the matters specified in the clause 49 of the Listing Agreement and as may be referred to the committee by the Board of Directors of the company. Composition, name of Members and Chairman: Name Designation Category Mr. Ch. Sujan Chairman Independent, Non Executive *Sambasiva Prasad Eadara Member Independent, Non Executive Mr. R. Meghanath Goud Member Independent, Non Executive Mrs. T. Sailaja Member Promoter, Executive * Appointed w.e.f Statutory Auditors are invitees to the meeting. The total number of meetings held is 4 on , , and th Annual Report

13 Meetings and attendance during the year Name No. of meetings held during the Attendance tenure of the director Mr. Ch. Sujan 4 4 *Sambasiva Prasad Eadara 4 4 Mr. R. Meghanath Goud 4 4 Mrs. T. Sailaja 4 4 **appointed w.e.f Shareholders/Investors Grievance Committee Shareholders/Investors Grievance Committee was formed by the Board of Directors in terms of clause 49 of the Listing Agreement. The Shareholders/Investors Grievance Committee was constituted with the following persons: Mr. Ch. Krishnaiah - Chairman Mrs. T. Sailaja - Member Mr. R. Meghanath Goud - Member Mr. Ch. Sujan - Menber The committee looks into the matters relating to the shareholder s complaints, grievances, various requests in the nature of transfer, transmission, Review of dematerialised/rematerialised shares and all other related matters. Monitors expeditious redressal of Investor grievance matters received from Stock Exchanges, SEBI, ROC,etc. Monitors redressal of queries/complaints received from shareholders relating to transfers, non-receipt of Annual Report, dividend etc. and all other matters related to shares/debentures. Also overseeing the performance of the Registrar & Transfer agents to improve the quality of investor services. During the year no investor complaint was received. The Committee met four times during the year on , , and Remuneration Committee The committee was constituted with the following Directors for determining the remuneration packages of Executive / Non-Executive Directors. The Committee met 1 time during the year on The Company is having a remuneration committee comprising of the following: Mr. Sambasiva Prasad Eadara - Chairman Mrs. T. Sailaja - Member Mr. Ch. Sujan - Member Mr. Ch. Krishnaiah - Member 11 18th Annual Report

14 Details of remuneration for the year ended Name of the Executive/Non-Executive/ Salary Sitting Commi- Loans from Stock Directors Independent & Perks Fees ssion Company Options T. Sailaja Promoter and Executive Nil Nil Nil Nil Nil Director Ch. Sujan Non Executive Nil Nil Nil Nil Nil Independent Director Ch.Krishnaiah Non Executive Nil Nil Nil Nil Nil Independent Director R. Meghanath Goud Non Executive Nil Nil Nil Nil Nil Independent Director Sambasiva Prasad Eadara Non Executive Nil Nil Nil Nil Nil Independent Director 5a. Related Party Transactions: Related party transactions during the financial year has mentioned in the Notes on Accounts under Note No Information on General Body Meetings: The last 3 Annual General Meetings were held as under: Date Time Venue A.M. Plot No. 13, Varsun Building, Guttalabegumpet, Kavuri Hills, Madhapur, Hyderabad A.M. Plot No. 13, Varsun Building, Guttalabegumpet, Kavuri Hills, Madhapur, Hyderabad P.M. Plot No. 13, Varsun Building, Guttalabegumpet, Kavuri Hills, Madhapur, Hyderabad Disclosures i) There are no materially significant related party transactions i.e., transactions of the Company of material nature, with its promoters, directors or the management, their subsidiaries or their relatives etc. that may have potential conflicts with the interest of the company at large; The transactions with related parties are disclosed under Note No. 14 in the Notes on Accounts forming part of the Annual Report. ii) During the Financial Year , the SEBI has levied penalty of Rs.1,50,000/- against the Company for violation of the provisions for regulation 6(2), 6(4), 8(3) of the takeover regulations vide their Adjudication Order reference No. EDA-6/BM/VRP/23887/2011 dated th Annual Report

15 iii) iv) During the financial year the Company also paid a sum of Rs.16,54,500/- to Bombay Stock Exchange towards re-instatement Fees for permission of trading of shares in Bombay Stock Exchange. The Company has complied with all the mandatory requires of Clause 49 of the Listing Agreement entered into with the Bombay Stock Exchange Ltd., 8. Means of Communication: As per the listing requirements quarterly, half yearly and yearly financial results of the Company are published in leading English and regional newspapers (Business Standard, Financial Express, Andhra Bhoomi and Andhra Prabha) for public information. 9. General Shareholder Information i) Annual General Meeting ii) Date : Time : 10 A.M. Venue : Financial Calendar Plot No.13, 2nd Floor, Varsun Building, Guttala Begumpet, Kavuri Hills, Madhapur, Hyderabad Financial Reporting for (tentative) The first quarter results On or before The second quarter results On or before The third quarter results On or before The Fourth quarter results On or before iii) Book Closure : 24th October, 2013 to 30th October, 2013 (both dates inclusive). iv) Dividend Payment : The Board has not recommended any dividend. v) Listing on Stock Exchanges Shares of the Company are listed on the Bombay Stock Exchange. The Listing Fees for the year has been paid to Bombay Stock Exchange. vi) Delisting of Securities During the 17th Annual General Meeting the Members have approved the resolution to delist the Company s Equity Shares from the Delhi Stock Exchange Ltd., Ahmedabad Stock Exchange Ltd., and Madras Stock Exchange Ltd. During the year the Company has completed all the compliances as per guidelines of SEBI under Voluntary Delisting of Equity Shares under Clause 6(a) of SEBI (Delisting of Equity Shares) Regulation, The Company has received written Consent Letter from Ahmedabad Stock Exchange Ltd., and there is no official communication from other two exchanges th Annual Report

16 Market price data High/low during each month of the Financial Year in the Bombay Stock Exchange: Month High LOW No.of Shares (in Rs. per Share) (in Rs. per Share) traded April, May, June, July, August, September, October, November, December, January, February, March, vii) Distribution of Equity Shares as on Shareholdings of Share Holders Share Amount Nominal Value of Rs. Nos % in Rs. % upto 5, ,001-10, ,001-20, ,001-30, ,001-40, ,001-50, ,001-1,00, ,00,000 & above Total th Annual Report

17 viii) Categorywise Shareholding as at 31st March, 2013 Parti- Category No. of shares Percentage of culars held shareholding A Shareholding of Promoter and Promoter group 1. Promoters & Persons Acting in concert 39,46, B Sub-Total A 39,46, Public Shareholding 1. Institutions Non Institutions a. Indian Public and others 12,13, Sub Total B 12,13, Grand Total (A+B) 51,59, ix) (b) Shareholding pattern of Non-Executive Directors / Non-Executive do not hold any equity shares. x) Registrars and Transfer Agents XL Softech Systems Ltd. 3, Sagar Society, Road No. 2, Banjara Hills, Hyderabad Phone No.: , Fax: xi) Delegation of Share Transfer Formalities The Board has delegated share transfer formalities to the Registrars and Transfer Agents: XL Softech Systems Ltd. 3, Sagar Society, Road No. 2, Banjara Hills, Hyderabad All communications regarding Share Transfers, Transmissions Change in Address and any other correspondence etc., may be addressed to the Registrars & Transfer Agents. The company has constituted Share Transfer Committee. Physical transfers are effected within the statutory period of 15 days th Annual Report

18 The Board has designated Mr. P.Kodanda Rambabu, Chief Financial Officer of the Company as the Compliance Officer. Hence, in case of any grievances the shareholders are free to approach the Share Transfer Committee for due redressal of their grievances. The Company has created an exclusive ID for the benefit of the share holders: xii) Dematerialization of shares The Company s shares are dematerialized on National Securities Depositories Limited (NSDL) and Central Depository Services (India) Limited. The Company s ISIN is INE681K As on 31 st March, 2013, 46,27,300 equity shares are dematerialised which is 89.68% of the paid up capital of the Company and out of which shares are in CDSL and 45,59,170 shares are in NSDL and the balance are in physical form. xiii) Address for Correspondence The Shareholders may correspond with the Company for the redressal of their grievances, if any to the Registered office of the company as detailed below:- Plot No. 13, 2nd Floor, Varsun Building, Guttala Begumpet, Kavuri Hills, Madhapur, Hyderabad rambabu@jyothiinfraventures.com 18th Annual Report

19 AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE The Company has obtained a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated in the Listing Agreement with the Stock Exchanges. The said Corporate Governance is as under: CERTIFICATE To The members of We have examined the compliance of conditions of corporate governance by Jyothi Infraventures Limited for the year ended on 31st march 2013 as stipulated in clause 49 of the listing agreement of the said company with concerned Stock Exchange. The compliance of conditions of corporate governance is the responsibility of the management, our examination has been limited a review of the procedures and implementation thereof adopted by the company for ensuring the compliance the conditions of corporate governance. It is neither an audit not expression of opinion on the financial statements of the company. In our opinion and best of our information and according to the explanation given to us and the representations made the Directors and Management, we certify that the company has complied with the conditions of corporate governance as stipulated in the aforesaid listing agreement. We further state that such compliance is neither an assurance as to the future viability of the company nor the efficiency or effectiveness with which the management has conducted the affairs of the company. Place: Hyderabad Date : For M M REDDY & CO., Chartered Accountants Firm Registration No S Sd/- M. Madhusudhana Reddy Partner M.No th Annual Report

20 Dear Shareholder, MANAGING DIRECTOR CERTIFICATE Managing Director certificate as per Clause 49(V) of the Listing Agreement: I, T. Sailaja, Managing Director of M/s Jyothi Infraventures Limited certify that: 1. We have reviewed the financial statements for the year and that to the best of our knowledge and belief: (a) These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; (b) These statements present a true and fair view of the state of affairs of the Company and of the results of the operations and cash flows. The financial statements have been prepared in conformity, in all material respects, with the existing generally accepted accounting principles including accounting standards, applicable laws and regulations. 2. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or in violation of Company s code of conduct. 3. We accept overall responsibility for establishing and monitoring the Company s internal control system for financial reporting and evaluating its effectiveness. Internal Audit function monitors the internal control system for financial reporting, which encompasses the examination and evaluation of the adequacy and effectiveness. Internal Audit works with all levels of management and Statutory Auditors, and reports significant issues to the Audit Committee of the Board. The Auditors and Audit Committee are apprised of any corrective action taken with regard to significant deficiencies and material weakness. 4. We indicate to the Auditors and to the Audit Committee: (a) Significant changes in internal controls over financial reporting during the year; (b) Significant changes in the accounting policies during the year; (c) No instances of significant fraud of which we have become aware of and which involve the management or other employees who have significant role in the Company s internal control system over financial reporting. However, during the year there were no such changes and instances. For and on behalf of the Board Place: Hyderabad Date: Sd/- T. Sailaja Managing Director 18th Annual Report

21 INDEPENDENT AUDITORS OPINION To The Members of Jyothi Infraventures Limited Hyderabad. We have audited the accompanying financial Statements of M/s. which comprise the Balance Sheet as at 31st March 2013, The statement of Profit & Loss Account and the cash flow Statement for the year ended, and a summary of the significant accounting policies and other explanatory information. Managements Responsibility for the Financial Statements The Companies management is responsible for the preparation of these financial statements that give a true and fair view of the financial position and financial performance of the company in accordance with the accounting standards referred to in Sub-section (3C) of section 211 of the companies Act,1956. This responsibility includes the design, Implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatements, whether due to fraud or error. Auditors Responsibility We have audited the attached Balance Sheet of M/s, Hyderabad as at 31st March 2013, the Profit & Loss Account and also the Cash Flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining on test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. 1. As required by the Companies (Auditor Report) Order 2003,issued by the Company Law Board in terms of section 227(4A) of the Companies Act 1956, we give in annexure a statement on the matters specified in the paragraph 4 & 5 of the said order. 2. Further to our comments in the annexure referred to in paragraph 1 above, we state that: a) We have obtained all the information and explanations which to the best our knowledge and belief were necessary for the purpose of our audit. b) In our opinion proper books of accounts as required by the law have been kept by the company so far as appears from our examination of these accounts. c) The company's Balance Sheet, Profit & Loss Account and Cash Flow statement dealt with by the report are in agreement with the books of accounts. d) In our opinion the Balance Sheet, Profit & Loss Account and Cash Flow statement comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, e) On the basis of written representations received and taken on record by Board of Directors, none of the directors is disqualified under clause (g) of sub - section (1) of section 274 of the Companies Act, f) In our opinion and to the best of our information and according to the explanations given to us the said accounts read with other notes to accounts and accounting policies give the information required by the Companies Act 1956, in the manner so required and give a true and fair view subject to point numbers 2 and 5 mentioned in the notes to accounts:- i) In the case of Balance Sheet of the state of the affairs of the Company as at 31st March 2013 and ii) In the case of Profit & Loss Account of the Loss of the Company for the year ended on that date. iii) In the Cash Flow statement of the Cash Flow for the year ended on that date. Place : Hyderabad Date : For M M REDDY & CO., Chartered Accountants Firm Registration No S Sd/- M. Madhusudhana Reddy Partner M.No th Annual Report

22 ANNEXURE TO AUDITORS REPORT (Referred to paragraph 3 of our Report of even date) 1. The Company has maintained reasonable records showing full particulars including quantitative details and situation of its fixed assets. 2. In respect of its inventories: a. The Inventory of the Company has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable. b. In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business. c. The Company has maintained proper record of inventories. As explained to us, there were no material discrepancies notices on physical verification of inventories as compared to the book records. 3. As informed the Company has neither granted nor taken any loans, secured or unsecured to and from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, Accordingly, clause 4(III) (b) to (d) of the Order are not applicable. 4. On the basis of checks carried out during the course of audit and as per explanations given to us, we are of the opinion that there are adequate internal control procedures commensurate with the size of the company and the nature of its business; for the purchases of inventory and fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal controls. 5. a) In our opinion and according to the information and explanations given to us, we are of the opinion that the transactions that need to enter into the register maintained under Section 301 of the Companies Act, 1956 have been so entered. b) In our opinion and according to the information and explanations given to us, transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rupees five lakhs in respect of each party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time. 6. In our opinion and according to the information and explanations given to us, the company has not accepted any deposits within the meaning of Sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. 7. In our opinion, the company has an internal audit system commensurate with the size and nature of its business. 8. To the best our knowledge and as explained, the Central Government has not prescribed maintenance of cost records under Section 209 (i) (d) of the of the Companies Act, 1956 in respect of the Company s nature of business. 9. (a) According to the records of the company, the company is regular in depositing undisputed statutory dues including provident fund, employees state insurance, Income Tax, Wealth Tax, Customs Duty, Excise duty, cess and other material statutory dues applicable at the end of the year for a period of more than six months from the date they became payable. (b) According to the information and explanations given to us, there are no income tax, wealth tax, sales tax, customs duty and excise duty, which have not been deposited on account of any dispute. There were no dues on account of cess under 18th Annual Report

23 441A of the Companies Act 1956, since the date from which the aforesaid section comes into force has not yet been notified by the Central Government. 10. The company having the accumulated losses of Rs.4,62,32,583/- at the end of the financial year and it has incurred cash losses Rs.82,60,002 in the current financial year covered by our audit and incurred cash loss of Rs.18,34,925 in the immediately preceding financial year. 11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company did not have any outstanding dues to financial Institutions, Banks or Debenture holders. 12. According to the information and expiations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. 13. In our opinion, the Company is not a chit or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Order are not applicable to the Company. 14. The company is not in the business of dealing or trading in shares, securities, debenture and other instruments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable to the Company. 15. The company has not given any guarantee for loans taken by others from banks or financial institutions. 16. The company has not taken term loans from banks. 17. Based on our examination of the balance sheet of the company as at , since there are no loans availed by the company, the utilization of funds does not arise. 18. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, During the year covered by our audit report, the Company does not have any outstanding debentures during the year. 20. During the year the company has not raised money through the Public Issue. 21. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit. Place: Hyderabad Date : For M M REDDY & CO., Chartered Accountants Firm Registration No S Sd/- M. Madhusudhana Reddy Partner M.No th Annual Report

24 BALANCE SHEET AS AT 31ST MARCH, 2013 PARTICULARS NOTE NO. YEAR ENDED YEAR ENDED ` ` I. SOURCES OF FUNDS: 1. Shareholders Funds: a) Share Capital 1 5,15,96,000 5,15,96,000 b) Reserves & Surplus 2 (4,20,07,283) (2,13,76,340) 2. Share Application money pending allotment Non-Current Liabilities a) Long-term borrowings 4 1,74,22,081 34,59,021 b) Defferred tax liabilities (net) c) Other long term liabilities 6 34,80, d) Long term provisions Current Liabilities a) Short term borrowings b) Trade payables 9 1,06,510 7,52,182 c) Other current liabilities d) Short term provisions 11 23,58,951 15,40,086 Total 3,29,56,259 3,59,70,949 II. ASSETS 1. Non-current Assets a) Fixed Assets -- i) Tangible assets 12 22,60, ii) Intangible Assets iii) Capital work-in-progress 1,04,37, iv) Intangible assets under development b) Non-current investments 14 1,71,46,350 1,71,46,350 c) Defferred tax assets (net) ,22,95,836 d) Long term Loans and Advances 15 3,50,900 4,50,000 e) Other Non-current assets ,36,085 f) Long Term Deposits Current Assets a) Current investments b) Inventories 18 3,58, c) Trade Receivables 19 14,57,099 30,11,031 d) Cash and cash equivalents 20 2,26,790 2,77,728 e) Short-term loans and advances 21 6,89,510 10,25,000 f) Othercurrent assets 22 28,919 28,919 Total 3,29,56,259 3,59,70,949 Summary of Significant Account Policies 33 The accompanying Notes are an Integral part of the Financial Statements AS PER OUR REPORT OF EVEN DATE For M M REDDY & CO., For and on behalf of the Board Chartered Accountants Firm Regn. No S Sd/- Sd/- Sd/- M. Madhusudhana Reddy T. Sailaja Ch. Sujan Partner Managing Director Director Membership No Place : Hyderabad Date : th Annual Report

25 PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2013 PARTICULARS Note No. YEAR ENDED YEAR ENDED ` ` I. Revenue from operations 23 80,73,547 14,45,950 II. Other income ,86,235 III. Total Revenue (I+II) 80,73,547 19,32,185 IV. EXPENSES Cost of materials consumed 25 65,09,619 8,20,000 Purchase of Stock-in-Trade Changes in inventories if finished goods, work-in-progress and Stock-in-Trade 27 (3,58,850) -- Employee benefit expense 28 12,33,627 6,09,566 Other operating expenses 29 75,27,863 21,38,238 Administrative expenses 30 14,19,112 1,86,593 Financial costs 31 2,178 12,713 Depreciation and amortization expense 12&13 75, Other expenses Total expenses 1,64,08,654 37,67,110 V. Profit/(Loss) before exceptional and extraordinary items and tax (III-IV) (83,35,107) (18,34,925) VI. Exceptional items VII. Profit/(Loss) before extraordinary items and tax (V-VI) (83,35,107) (18,34,925) VIII. Extraordinary items IX. Profit/(Loss) before tax (VII-VIII) (83,35,107) (18,34,925) X. Tax expense: 1. Less: Current tax Less: Defferred tax 1,22,95,836 (1,22,95,836) XI. Profit/(Loss) from the period from continuing operations (IX-X) (2,06,30,943) 1,04,60,911 XII. Profit/(Loss) from discontinuing operations XIII. Tax expense of discontinuing operations XIV. Profit/(Loss) from discontinuing operations (XII-XIII) XV. Profit/(Loss) for the period (XI-XIV) (2,06,30,943) 1,04,60,911 XVI. Earning per equity share: 1. Basic (4.00) Diluted (4.00) 2.03 Summary of Significant Account Policies 33 The accompanying Notes are an Integral part of the Financial Statements AS PER OUR REPORT OF EVEN DATE For M M REDDY & CO., For and on behalf of the Board Chartered Accountants Firm Regn. No S Sd/- Sd/- Sd/- M. Madhusudhana Reddy T. Sailaja Ch. Sujan Partner Managing Director Director Membership No Place : Hyderabad Date : th Annual Report