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Directors Report of Jigyasa Infrastructure Ltd.

Mar 31, 2015

DIRECTORS’ REPORT TO THE MEMBERS

The Directors have great pleasure in presenting the seventh Annual Report together with the Audited Accounts of the Company for the year ended at 31st March, 2015.

FINANCIAL RESULTS

The summarized performance of the Company for the years 2014-15 and 2013-14 is given below:

(Rupees in Lacs)

Particulars

For Financial Year Ended 31st March, 2015 31st March, 2014

Total Income

271.30

201.01

Total Expenditure

264.76

195.14

Profit before Tax

6.54

5.87

Less: Tax Expense

2.02

1.86

Profit/(Loss) adjusted

-

-

Profit/(Loss) carried to Balance Sheet

4.52

4.01

RESULTS OF OPERATIONS

Operating in a volatile and uncertain environment, the Company demonstrated the resilience of its business model. The Company delivers robust profits in the financial year 2014-15. The highlights of the Company''s performance are as mentioned above.

DIVIDEND

The Directors have not recommended any dividend for the financial year 2014-15 in view of the requirement of funds for expansion of the business.

DIRECTORS

During the year under Review, there is no change in the Board of Directors.

STATE OF COMPANY AFFIARS

The Company is complying with all the applicable laws and provisions and there is no adverse 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.

LISTING OF EQUITY SHARES ON BSE LIMITED

The Company has been listed with 1,25,36,500 Equity Shares having face value of Rs. 10/- each on SME ITP platform of BSE Limited and Trading Approval has been granted on April 21, 2015.

STATUTORY AUDITOR AND HIS REPORT

At the Annual General Meeting held on September 30, 2014, Honey Marwah & Associates., Chartered Accountants, were appointed as Statutory Auditors of the Company till the conclusion of next annual general meeting. In terms of the section 139 of the Companies Act, 2013, Honey Marwah & Associates., Chartered Accountants appointed as the statutory auditor of the company from the conclusion of this annual general meeting till the conclusion of 12th annual general meeting of the company. In this regard the Company has received a Certificate from the Auditors to the effect that if they are appointed it would be in accordance with the provision of section 141 of the Companies Act, 2013. The Report given by the Statutory Auditors for the Financial Statements for the year ended March 31, 2015 read with explanatory notes thereon do not call for any explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

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

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

DEPOSITS

The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014. 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 AND ASSOCIATE

Companies during the year, since the Company has no subsidiaries as on 31st March, 2015, provision of section 129 of the Companies Act, 2013 is not applicable.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

The provisions of Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 are not applicable to the Company. Therefore, the information relating to conservation of energy or technology absorption etc. is not given. There has been no foreign exchange earnings and outgo during the year under Report.

SUBSIDARY COMPANIES

The Company does not have any subsidiary; 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 Company which have occurred between the end of the Financial year of the Company to which the Financial 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 Directors hereby state:

a. in the preparation of the annual accounts for the financial year ended on 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the directors had selected such accounting policies and applied them consistently and made judgments 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 and of the profit and loss of the company for that period;

c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 the company and that such internal financial controls are adequate and were operating effectively; and

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.

INDEPENDENT DIRECTORS'' MEETING

During the year under review, the Independent Directors met on March 31, 2015, inter alia, to discuss:

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

- Evaluation of the performance of the chairman of the Company, taking into account the views of the Executive and Non-executive directors.

- Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform 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 provisions related to Corporate Social Responsibility on the basis of its financial statement.

FAMILIARIZATION PROGRAMME

The Company at its various meetings held during the Financial year 2014 -15 had familiarize the Independent Directors with regard to the roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, the Business models of the Company etc. The Independent Directors have been provided with necessary documents, reports and internal policies to familiarize then with the Company''s policies, procedures and practices.

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

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

ALLOTMENT OF PREFERENTIAL SHARES

During the under Review, The Company had made a Preferential Issue of 2,00,000 Equity Share of Rs. 10/- each at a Price of Rs. 25/- each (including Premium @ Rs. 15/- Per Share).

CHANGES IN THE KEY MANAGERIAL PERSONNEL

During the year under Review, No change taken place in the Key Managerial Personnel.

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

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

DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

a) Board Meetings

During the year, 13 (Thirteen) Board Meetings were convened and held. The intervening gap between the Meetings was 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 an Annual Performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various Committees. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board excluding the Directors being evaluated.

c) Audit Committee

The Board has well-qualified Audit Committee with majority of Independent Directors including Chairman. They possess sound knowledge on Accounts, Audit, Finance, Taxation, Internal Controls etc. During the year, there are no instances where the Board had not accepted the recommendations of the Audit Committee.

COMPOSITION AND ATTENDANCE AT MEETINGS:

1. Mr. Daya Kishan

2. Ms. Geeta Devi

3. Sanjay Kumar Singh

During the year ended on 31st March, 2015, the composition of Audit Committee has been as under:

Name of Director

Designation

Category

No. Of Meeting Attended

Mr. Daya Kishan

Chairman

Non Executive Director

and

Independent

5

Ms. Geeta Devi

Member

Non Executive Director

and

Independent

5

Mr. Sanjay Kumar Singh

Member

Executive Director

5

During the financial year 2014-15, Five (5) meeting of Audit Committee was held.

(d) Stakeholders Relationship Committee

In compliance with the provisions of Section 178 of the Companies Act, 2013 and the Listing Agreement, the Board has renamed the existing "Shareholders''/Investors'' Grievance Committee" as the "Stakeholders'' Relationship Committee".

COMPOSITION AND ATTENDANCE AT MEETINGS:

1. Ms. Geeta Devi

2. Mr. Umesh Vandil

3. Mr. Daya Kishan

During the year ended on 31st March, 2015, the composition of Stakeholders Relationship Committee 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

Ms. Geeta Devi

Chairman

Non Executive and Independent Director

5

Mr. Umesh Vandil

Member

Non Executive and Non Independent Director

5

Mr. Daya kishan

Member

Non Executive and Independent Director

5

During the financial year 2014-15, Five (5) meeting of Audit Committee was held.

(e) Nomination & Remuneration Committee

In compliance with Section 178 of the Companies Act, 2013, the Board has constituted - the "Nomination and Remuneration Committee in its Board Meeting and reconstituted on 31st March, 2015".

COMPOSITION AND ATTENDANCE AT MEETINGS:

1. Mr. Daya Kishan

2. Ms. Geeta Devi

3. Umesh Vaindil

During the year ended on 31st March, 2015, the composition of Nomination & Remuneration Committee has been as under:

Name of Director

Designation

Category

No. Of Meeting Attended

Mr. Daya Kishan

Chairman

Non Executive and Independent Director

2

Ms. Geeta Devi

Member

Non Executive and Independent Director

2

Mr. Umesh Vaindil

Member

Non Executive and Non Independent Director

2

During the financial year 2014-15, Five (5) meeting of Nomination & Remuneration Committee was held. f) Risk Management

The Company has laid down the procedures to inform to the Board about the risk assessment and minimization procedures and the Board has formulated Risk management policy to ensure that the Board, its Audit Committee and its Executive Management should collectively identify the risks impacting the Company''s business and document their process of risk identification, risk minimization, risk optimization as a part of a risk management policy/ strategy.

The common risks inter alia are: Regulations, Credit Risk, Foreign Exchange and Interest Risk, Competition, Business Risk, Technology Obsolescence, Investments, Retention of Talent and Expansion of Facilities etc. Business risk, inter-alia, further includes financial risk, political risk, legal risk, etc. The Board reviews the risk trend, exposure 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 decisions in line with the delegated authority. The following substantive Committees constituted by the Board function according to their respective roles and defined scope:

- Audit Committee

- Stakeholder Relationship Committee

- Nomination & Remuneration Committee

CORPORATE GOVERNANCE REPORT

As required under Clause 42 of the Listing Agreements with Stock Exchanges, the Corporate Governance Report is presented in the separate section and forms an integral part of the Directors Report and attached as annexure.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause 42 of the Listing Agreements with Stock Exchanges, the Management Discussion and Analysis Report is presented in the separate section and forms an integral part of the Directors Report and attached as annexure.

PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE

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

DETAILS PERTAINING TO REMUNERATION 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) RULES, 2014

Sr. No.

Name of Director/KMP and Designation

Remuneration of Director/ KMP for FY 2014-15 (Rs. In Lakhs)

% increase in Remuneration in FY 2014-15

Ratio of

Remuneration of Director to Median Remuneration of employees

Ratio of

Remuneration of Director to Median Remuneration of Employees

1.

Mr.

Kumar

Whole

Director

Sanjay

Singh,

Time

2.4

N.A.

N.A.

N.A.

2.

Mr. Hitesh Kumar Drolia, Company Secretary

1.00

NA

N.A.

N.A.

The number of permanent employees as on 31st March 2015 was 5.

Average of remuneration of employees excluding KMPs - Nil

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

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

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

STATEMENT CONTAINING THE PARTICULARS OF EMPLOYEES IN ACCORDANCE WITH SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 AND FORMING PART OF DIRECTORS'' REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2015 -NOT APPLICABLE

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

PERSONNEL

The Management-Employees relations remained very cordial throughout the year. Your Directors wish to place on record their appreciation of sincere and devoted services rendered 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 is required to establish an effective Vigil Mechanism for Directors and Employees to report genuine concerns. In line with this the Company has framed a Vigil Mechanism Policy through which the Directors and Employees may report concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct & Ethics without fear of reprisal.

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

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

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

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

a. No. of Complaints received: 0

b. No. of Complaints disposed off: 0

RELATED PARTY TRANSACTIONS

There are no related party transactions in the year under Report.

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 Act, 2013 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, Extract of the Annual Return for the financial year ended 31st March, 2015 made under the provisions of Section 92 (3) of the Act in Form MGT -9 is annexed herewith as Annexure -1.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No Significant and Material orders has been passed by Securities Exchange Board of India, 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 in all areas of Business.

The Company is committed to nurturing, enhancing and retaining top talent through superior Learning and Organizational Development. This is a part of Corporate HR function and is a critical pillar to support the Organization''s growth and its sustainability in the long run.

CAUTIONARY STATEMENT

Statements in this Directors Report describing the Company''s objectives, projections, estimates, expectations or predictions may be "forward looking statements" within the meaning of applicable securities law and regulations. Actual results could defer materially from those expressed or implied. Important factors that could make difference to the Company''s operations include changes in Government regulations, Tax regimes, Economic developments within India and the countries in which the Company conducts Business and other ancillary factors.

ACNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance and co-operation received from the cooperative banks, Government Authorities, customers, vendors and, members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company''s executive''s, Staff.

For and on behalf of board of

dated: 02.09.2014 Jigyasa Infrastructure Limited

place: New Delhi

Sd- Sd-

Umesh Vaindil Sanjay Kumar Singh

Director Director

DIN No: 06789400 DIN No: 06793460

J&K-135, J&K Block 9/2788, Gali No.-3

Laxmi Nagar, Delhi 110092 Kaiash Nagar Delhi 110031


Mar 31, 2014

Dear Members,

The Directors have great pleasure in presenting the Annual Report together with the Audited Accounts of the Company for the year ended at 31" March, 2014.

financial resjlts

The summarused performance of the Company for the years 2013-14 and 2012-13 is given betow:

(Rupees to Lacs)

Particulars 31st March2014 31st March2013

Total Income 201.01 87.05

Total Expenditure 195.14 85.46

Profit before Tax 5.87 l.59

Less: Tan Expense 1.86 0.49

(Profit / (Loss) After Tax 4.01 1.10

DIRECTORS

Mr. Daya Kiahan and Ms. Geeta Devi who were co-opted as Additional Directors on the board of the company with effect from 24st January, £014 and who ceases to hold the office at this Annual General Meeting and in respect of whom a notice under section 160 of the Companies Act, 2013 has been received froift a member along with requisite deposit proposing their candidatures for the office of a Director on the Board of the Company. Therefore Board recommend their appointment for approval.

Pursuant to Section 149 of the Companies Act, 2013{new act) read with the Rules made thereundor, the Independent Directors shall hold office foi a period ef upto 5 consecutive years and shall not be liable to retire by rotation. They may be appointed for a maximum of two consecutive terms of upto 5 years each. In terms of Presently, Mr. Daya Kishan and Ms, Ceeta Devi are the Independent Directors of the Company. As per their existing terms or appointment, ail of them are liable to retire by rotation. However, under the new act and the Listing Agreement, they may be appointed afresh with a fixed period of upto 5 years.

The Board considered the independence of each of tho above mentioned Directors in terms of Section 149 and Schedule IV to the Companies Act, 2013 and the Listing Agreement and was of the view lhat the proposed directors fulfill the criteria of independence as mentioned in the above provisions and can be appointed in the above provisions and can be appointed as Independent Directors. All the proposed Directors possess requisite qualifications, appropriate skills, experience and knowledge in one or more fields of finance, law management, marketing, administration, technical operations and other disciplines related to Companys business, positive attributes, already being on the Board of the Company and benefits that the Company will derive with lhair appointment, the Board has recommended their appointment aa Independent Directors of tho Company to hold office for a term of five consecutive years commencing from the date of Annual General Meeting of the Company.

Also, Mr. Sanay Kumar Singh was appointed as an additional director by tho Board of Directors in its meeting held on 24th January, 2014 and the Company has receivoci notices under Section 160 of Ihe Companies Act, 2013 proposing Jus candidature of for thu office of the Director, Therefore Board recommend their appointment for approval.

Under review, Mr. Chandra Prakash Bhardwaj, Mr, jai Kiahan, Mr. hove Kumax and Mr. Coray Gupta has resigned from the Board.

DIVIEND

IN Consideration of future prospects of the Company, Your Board of Directors has decided to plough back the profits tntc the business operations of the Company.

PUBLIC DEPOSITE

The Company has not accepted any deposits during the year under review.

AUDITORS

The Auditors M/t. Aahok R Gupta &Co, Chartered Accountants, has shown their unwillingness to continue as Stautory Auditors of the Company and M/s Honey Marwah & Associates. Chartered Accountant, being eligible otter himself for appointment lias given their consent to be appointed as Statutory auditors in place Of M/S Ashot R Gupta & Co, Chartered Accountants.

The Company has received undertaking from M/s Honoy Marwah & Associates to the effect that his appointment, if made, would be in accordance wuh the Act arid that they are not disqualified for such re-appointment.

A Board of directors of (he company has recommended their appointment in the ensuing Annual General Meeting,

ISSUE Of EQUITY SHARES

During the year under review, the Company has issued and allotted 3841500 equity shares of As. 10/- each on 05.02,2014 and accordingly, the Equity Paid up Share capital stand increased to Rs. 123,365,OOO(Rupees Twelve Croros TTdrty Three Lacs Sixty Five Thousands Only/- consisting 12,336,500 equity share of Rs. 10/- each.

AUDITORS REPORT

The observation made in tho Auditors' Report read together with relevant notes thereon ara self explanatory and hence, do not call for any further comments under Section 217 of the Companies Act, 1956.

INDUSTRIAL RELATIONS

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

CONVERSION QFTHE COMPANY FROM "PRIVATE 1JM1TED" TQ" PUBLIC LIMITED"

During the year 2013-2014, Out Company was converted m to a Public Limited Company and Consequently the name was changed to " Jigyasa Infrastructure Private Limited to " Jigyasa Infrastructure Limited'r vide fresh certificate of incorporation dated 23rd January, 2014, issued by the Registrar of Companies, National Capital Territory of Delhi & Haryana.

During the year the company changed tta registered office from 31/20 Brijwasan, New Delhi- 110037 to 10B-109, Vardhman Appenzerl Plaza, Mayur Vihar- HI. Delhi- 110096 w.e.f 18,01-2014,

LISTING OF SHARES QF THE COMPANY

During the year under review. Your Company has applied for listing of its equity shares on the ITP platform of BSE limited.

SUBSIDARY COMPANY

The Company does not have any subsidiary.

CONSOLIDATED riNANCIAL BSTATEMENTS

Since there is no subsidiary of the Company at present, hence no consolidated financial statements have been prepared.

DIRECTORS RESPONSIBILITY STATEIWENT

Pursuant to the provisions of Section 217(2 AA) of the Companies Act, 1956 the Directors confirm:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures,

b) The Directors have selected such accounting policies and applied them consistenCy and made judgments and estimates that were reasonable and prudent so AS to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the Profit or Loss of the company for the year under the review.

c) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions or this Act. in safeguarding the assets of the Company and for preventing and detecting fraud and other irregularmes-

d) The Directors have prepared the annual accounts on a going concern basis.

CONSERVATION Or ENERGY TECHNQLQGY ABSORPTION. FOREIGN EXCHANGE EARNING andqptqq

The provisions of Section 217(1) (e) pf the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the Company. Therefore, the information relating to conservation of energy or technology absorption etc. is not givon, There has been no foreign exchange earnings and outgo during the year under Report.

EABLTIQlBUflRS OF EMPLOYEES

The provisions of section 217(2A) of the Companies Act, 1956 aro not applicable as no Employee was in receipt of remuneration to the extent (aid down therein.

PERSONNEL

Tire Management-Employees relations remained very cordial throughout the year. Your Directors wish to place on record their appreciation of sincere and devoted services rendered by all the workers and staff at all fevels.

ACKNOWLEDGEMENTS

Your Company and its Directors wish to extend their smearest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for thoir continuous co-operation and assistance.

For and on behalf of board of Dated; 03.09.2014 Ligyasa Infrastruture Limitd Place New Delhi

Umcsh Vaindil Sanjay KutnatSingh Director director DIN No: 06789400 DIN No: 00793460


Mar 31, 2013

Dear Members,

The Directors'' have pleasure in presenting the Annual Report together with Audited Accounts for the year ended on 31st March 2013 and Statutory Auditors report thereon.

Financial Results:

The working results of the company are briefly given below:-

(Amt.in Rs.)

Particulars Current Period

Income 8,704,855.00

Expenses 8,545,933.89

Profit/(Loss) before depreciation 302,650.83

Less :Depreciation 143729.72

Profit/(Loss) after depreciation 1,58,921.11

_Less : Income Tax/Deferred tax 49107

Add : Provision Added back for Deferred Tax NIL

Profit . (Loss) after tax 109,814.11

Profit/(Loss)__B/Fd. From previous year NIL

Board of Director:-

The Composition of the Board of Directors was duly held. There was no change in the directorship in the company during the financial year.

Auditors

M/s. Ashok Gupta & Co., appointed as Auditors of the company, at the conclusion of the ensuing Annual General Meeting

Director''s Responsibility Statement: -

Pursuant to the requirement u/s 217 (2AA) of the Companies Act, 1956, with respect to Director''s Responsibility Statement, it is hereby confirmed

1. That in the preparation of the accounts for the year ended on March 31, 2013, the applicable Accounting Standards have been followed along with proper explanation relating to material departure;

2. That the directors have selected such accounting policies and applied them consistently and made judgments 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 and of the profit or loss of the company for that year;

3. That the directors have taken proper and sufficient care for the maintenance of Adequate accounting records in accordance with the provision of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. That the directors had prepared the annual accounts on a going concern basis.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo:-

Pursuant to the requirement u/s 217 (1) (e) of the Companies Act, 1956, it is hereby provided that:

1. CONSERVATION OF ENERGY: Company is engaged in Real State & Infrastructure Services; hence this clause is not applicable.

2. TECHNOLOGY ABSORPTION: This clause is not applicable in the case of the company.

3. FOREIGN EXCHANGE EARNINGS AND OUTGO: No transaction involving foreign exchange was undertaken by the company during the relevant year.

Particulars of employees: -

There is no employee drawing salary as prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975.

Acknowledgements: -

The Directors wish to place on record their appreciation for the dedicated and sincere Services rendered by the officers of the company.

Place: New Delhi For and on behalf of Board of Dated: 30 August, 201 3 JIGYASA INFRASTRUCTURE PVT. LTD.

Director


Mar 31, 2012

Dear Members,

The Board of Directors are pleasure the Annual Report of the Company for the financial year ended 31st March 2012.

1. FINANCIAL HIGHLIGHTS :

Particulars Current Yr. Previous Yr. 31.03.2012 (Rs.) 31.03.2011 (Rs.)

Total Income/Loss 6, 1 15,9 19 3,950,841

Less: Total Expenses 5,974,804 4,004,878

Profit Before Tax 141, 115 (54,037)

Profit/Loss after Tax 97,511 (55,335)

2. FINANCIAL PERFORMANCE

During the year under review, Your Company has recorded a total income of Rs. 6,115,919 against Rs. 3,950,841 in the previous year. Net Profit before taxation for the financial year ended on 31st March, 2012 increased to Rs. 97,511 against a loss of Rs. 55,335 in the previous year.

3. DEPOSITS:

During the year under review, Your Company has not accepted the deposits under section 58A of the Companies Act, 1956 and Companies (Acceptance of deposits) Rules 1975 as amended upto date.

5. AUDITORS

M/s Ravi Bhushan & Company Chartered Accountants, retire at the ensuing annual general meeting and being eligible have given their consent to act as auditors of the company. Members are requested to consider their re-appointment as the auditors of the company.

5. ENERGY, TECHNOLOGY & FOREIGN EXCHANGE:

Information in accordance with the provision of Section 217 (I) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 being not relevant/significant, are not given. There was no foreign exchange earning or outgo during the year under review.

6. DIRECTORS RESPONSIBILITY STATEMENTS

Pursuant to section 217 (2AA) of the companies ACT, 1956, it is hereby confirmed:-

(i) That in the preparation of the accounts for the financial year ended 31st March 2012 the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 and of the profit of the company for the year under review.

(iii) That 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;

(iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2012 on a going concern basis.

ACKNOWLEDGEMENT

The board wishes to express and place on records its gratitude for the faith reposed in and cooperation extended to the company by the shareholders of the company. Your directors wish to place on record their deep sense of appreciation for the devoted and sincere services of the executives, staff and workers of the company for its success.

By order of the Board of Directors JIGYASA INFRASTRUCTURE PRIVATE LIMITED Place: New Delhi Sd/- Sd/- Date: 03/09/2012 Chandra Prakash Bhardwaj Jai Kishan Director Director Din: 01735340 Din: 01943566


Mar 31, 2011

Dear Members,

The Board of Directors are pleasure the Annual Report of the Company for the financial year ended 31st March 2011.

1. FINANCIAL HIGHLIGHTS :

Particulars Current Yr. Previous Yr. 31.03.2011 (Rs.) 31.03.2010 (Rs.)

Total Income/Loss 3,950,841 3,713,278

-Less: Total Expenses 4,004,878 3,863,560

Profit Before Tax (54,037) (150,282)

Profit/Loss after Tax (55,335) (160,436)

2. DEPOSITS :

During the year under review, Your Company has not accepted the deposits under section 58A of the Companies Act, 1956 and Companies (Acceptance of deposits) Rules 1975 as amended upto date.

3. FINANCIAL PERFORMANCE

During the year under review, Your Company has recorded a total income of Rs. 3,950,841 against Rs. 3,713,278 in the previous year.

4. AUDITORS

M/s Ravi Bhuasan & Company, Chartered Accountants, retire at the ensuing annual general meeting and being eligible have given their consent to act as auditors of the company. Members are requested to consider their re-appointment as the auditors of the company.

5. ENERGY, TECHNOLOGY & FOREIGN EXCHANGE:

Information in accordance with the provision of Section 217 (I) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 being not relevant/significant, are not given. There was no foreign exchange earnings or outgo during the year under review.

6. DIRECTORS RESPONSIBILITY STATEMENTS

Pursuant to section 217 (2AA) of the companies ACT, 1956, it is hereby confirmed:-

(i) That in the preparation of the accounts for the financial year ended 31st March 2011 the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 and of the profit of the company for the year under review.

(iii) That 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;

(iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2011 on a going concern basis.

ACKNOWLEDGEMENT

The board wishes to express and place on records its gratitude for the faith reposed in and cooperation extended to the company by the shareholders of the company. Your directors wish to place on record their deep sense of appreciation for the devoted and sincere services of the executives, staff and workers of the company for its success.

By order of the Board of Directors JIGYASA INFRASTRUCTURE PRIVATE LIMITED Place: New Delhi Sd/- Sd/- Date: 01/09/2011 Chandra Prakash Bhardwaj Jai Kishan Director Director Din: 01735340 Din: 01943566

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