Directors Report of Jet Infraventure Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the Annual Report and the Company's Audited Accounts for the financial year ended March 31,2015.

1. Financial Results

(Rs. in lakhs)

Particulars 2014-2015 2013-2014

Sales & other Income 862.51 858.71

Expenditure 781.56 776.61

Profit/(Loss) before tax 80.95 82.10

Tax 26.46 26.39

Profit/(Loss) after tax 54.49 55.71

2. Review of Operations

During the year under review, revenue of the Company was Rs. 862.51 lakhs as compared to Rs. 858.71 lakhs in the corresponding previous year. The Company earned a profit after tax of Rs. 54.49 lakhs as compared to Rs. 55.71 lakhs in the previous year. During the period under review, the Company has incurred issue related expenses of Rs. 38.72 lakhs which is written off through share premium account. The Company's reserves & surplus increased from Rs. 59.15 lakhs to Rs. 462.85 lakhs.

3. Dividend

The Directors have not recommended any dividend on equity shares for the year under review.

4. Share Capital

The paid up capital of the Company as on March 31,2015 was Rs. 104.80 lakhs. During the year under review Company issued 31,000 Equity Shares of Rs. 10/- each at a premium of Rs. 108/- per Equity Share on Preferential Basis to Mr. Rajul R Shah, promoter and director of the Company. The Company also issued Bonus shares to its members in the ratio of 7:1 ( i.e new equity shares for very one equity share already held ) aggregating to 6,02,000 Equity Shares of Rs. 10/- each. Company successfully completed its Initial Public Offering(IPO) wherein 3,60,000 Equity Shares of Rs. 10/-each have been issued at a premium of Rs. 115/- per share. The shares of the Company are now listed on the SME Platform of the BSE Limited.

5. Dematerialization of Shares

During the period under review, the Company has entered into Tripartite Agreement with both the depositories, National Securities Depository Limited and Central Depository Services (India) Limited for providing Demat facility to its Shareholders. For the purpose, the Company has appointed M/s Bigshare Services Private Limited as its Registrar and Share Transfer Agent.

6. Management Discussion & Analysis Reports

The Management Discussion and Analysis Report has been separately furnished in the Annual Report

7. Finance

Cash and Bank balance as at March 31,2015 was Rs. 219.92 lakhs.

The company continues to focus on judicious management of its working capital, receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

8. Deposits

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

9. Particulars of Loans, Guarantees or Investments

The Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The details of the investments made by company is given in the notes to the financial statements.

10. Internal Control Systems and their Adequacy

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined by the Audit Committee. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Managing Director.

The Accounts Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

11. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Since your Company does not own manufacturing facility, the particulars relating to conservation of energy and technology absorption stipulated as per Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are not applicable.

There were no foreign exchange earnings / outgo during the year.

12. Industrial Relations

During the year under review, your Company enjoyed cordial relationship with contractor and employees at all levels.

13. Directors and Key Managerial Personnel

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company Mrs. Pramoda R Shah, retires by rotation at the ensuing Annual General Meeting and offers herself for reappointment.

Mr. Haresh Kothari was appointed as Independent Director with effect from 12th August 2014 for the terms of 5 years not liable to retire by rotation in the Extra Ordinary General Meeting held on 27th August 2014. Mr. Darshan Medava was appointed as an Additional Director (Independent) at the 19th December 2014 Board meeting of the Company. The Board now recommends the appointment of Mr. Darshan Medava as an Independent Director under section 149 of the Companies Act, 2013 and listing agreement in the ensuing 25th August 2015 retire by rotation.

The profile of the Directors to be reappointed / appointed at the annual general meeting is given in the annexure to the notice.

Mr. Anil Kinariwala, an Independent Director submitted his resignation to the Board on December 19, 2014 due to health issues related to age. The same was accepted by the Board in its meeting held on December 19, 2014. The Board hereby places on record its sincerest thanks and gratitude for the invaluable contribution made by Mr. Anil Kinawiala. The Board also on behalf of the members wishes Mr. Anil Kinariwala a long and healthy life.

During the year under review, Mr. Ajay Shinde was appointed as Chief Financial Officer and Mr. Krunal Shah was appointed as Company Secretary and Compliance Officer of the Company.

14. Declaration by an Independent (Directors)

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 52 of the Listing Agreement.

15. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 52 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees.

The performance evaluations of Independent Directors were also carried out and the same was noted. Independent Directors in their meeting decided to bring more transparency in their performance and bring more responsibility while taking any policy decisions for the benefit of the shareholders in general.

16. Nomination and Remuneration Policy

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

The Nomination and Remuneration Policy is stated in the Report on Corporate Governance.

17. Meetings of the Board

Twelve meetings of the Board of Directors were held during the year, the details of which are provided in Report on Corporate Governance. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

A separate meeting of Independent Directors, pursuant to Section 149 (7) read with Schedule VI of the Companies Act, 2013 was held on 28th January 2015.

18. Directors' Responsibility Statement As Required Under Section 134(3)(C) of the Companies Act, 2013

The Directors state that: -

a. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation by way of notes to accounts relating to material departures;

b. The selected accounting policies were applied consistently and the judgments and estimates made by them are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at 31st March 2015 and of the profit for the year ended on that date;

c. The proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The annual accounts have been prepared on a going concern basis.

e. The Directors had laid down internal financial controls to be followed by the Company and that such internal controls are adequate and were operating effectively.

f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

19. Related Party Transactions

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

20. Subsidiary Companies

The Company does not have any subsidiary.

21. Code of Conduct

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Company's website www.jetinfra.com.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

22. Vigil Mechanism I Whistle Blower Policy

The Company has a vigil mechanism named Whistle Blower Policy (WBP) to deal with instance of fraud and mismanagement, if any. The WBP may be accessed on the Company's website.

23. Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Company Secretary is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

24. Auditors and Auditors Report

a) Statutory Auditor

The Company's Auditors, M/s Nilesh Lakhani & Associates, Chartered Accountants, Mumbai (Firm's Regn No. 113817W) were appointed as the Statutory Auditors of the Company for a period of five years, upto the conclusion of the 17th Annual General Meeting of the Company, subject to ratification by members at every Annual General Meeting of the Company. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for reappointment as Auditors of the Company.

The Audit Committee has considered and recommended the re-appointment of M/s. Nilesh Lakhani & Associates, Chartered Accountants, Mumbai, as Statutory Auditors of the Company, to the Board of Directors at its meeting held on 19th May 2015. The Directors have accepted the recommendation and recommend to the shareholders for ratification of re-appointment of M/s. Nilesh Lakhani & Associates, Chartered Accountants, Mumbai as the Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the next AGM of the Company.

The Notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

b) Secretarial Audit and Secretarial Audit Report

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 has appointed M/s. Zankhana Bhansali & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as "Annexure A" to this Report.The Secretarial Audit Report does not contain any qualification, reservations or adverse remark.

25. Statement Pursuant to Listing Agreement

The Company's Equity shares are listed at Bombay Stock Exchange Limited (SME segment). The Annual Listing F 2015-16

26. Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure B".

27. Risk Management

The Company has a well-defined risk management framework in place. The Company has established procedures to periodically place before the Audit Committee and the Board, the risk assessment and minimization procedures being followed by the Company and steps taken by it to mitigate these risks.

28. Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)

"Annexu re C "

Further during the year, no employees of the Company were in receipt of remuneration in terms of the provisions of Section 197(12) of the Companies Act, 2013, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

29. Corporate Governance

The Company has committed to maintain the highest standards of Corporate Governance as set out by SEBI. The Report on Corporate Governance as stipulated under Clause 52 of the SME Equity Listing Agreement compliance with conditions of Corporate Governance as stipulated under the said clause is attached to this report.

30. Acknowledgements

The Board of Directors wish to place on record their appreciation for the support extended by the bankers, business associates, clients, consultants, auditors, shareholders and the employees of the Company for their continued co-operation and support.

The Board of Directors would also like to place on record their sincere appreciation for the co-operation received from the Local Authorities, BSE and all other statutory and/or regulatory bodies.

By Order of the Board of Directors For Jet Infraventure Limited

Rajul R Shah Managing Director (DIN: 00227223)

Place: Mumbai Dated: May 19,2015