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Directors Report of JLA Infraville Shoppers Ltd.

Mar 31, 2015

Dear Members,

The Board of Directors has pleasure in presenting the 2nd Annual Report of your Company along with the Audited Financial Statements for the Financial Year ended on 31st March, 2015. With the introduction of new Companies Act, 2013 the company has made appropriate disclosures in this Board report with the objective of accountability and transparency in the working of the Company and to make you aware about the working and future perspective of the Company.

1. FINANCIAL SUMMARY OR HIGHLIGHTS

RESULTS OF OUR OPERATIONS (STANDALONE)

(Rs.)

Year ended Period ended March 31st, March 31st, PARTICULARS 2015 2014

(Amount in (Amount in Rs.) Rs.)

Net Sales/Income from operations 61,94,025.00 5,35,889.00

Other Operating Incomes 0.00 0.00

Other Incomes 28,26,728.°° 3,81,061.00

Total Revenue 90,20,753.00 9,16,950.00

Total Expenses 1,19,33,476.00 6,96,616.00

Net Profit Before Taxation -29,12,723.00 2,20,334.00

DTA/Tax Expenses: 8,97,100.00 -68647.00

Profit For The Period -20,15,623.00 1,51,687.00

Surplus-Opening Balance 1,51,687.00 -

Addition during the year -20,15,623.00 1,51,687.00

APPROPRIATIONS

Amount transferred to General Reserve - -

Interim Dividend - -

Dividend - -

Total Dividend - -

Dividend Tax - -

Surplus- Closing Balance -18,64,324.00 1,51,687.00

Earnings Per Share:

Basic -0.41 0.24

Diluted -0.41 0.24

2. DETAILED REPORT ON THE PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES

There is no subsidiary of the company.

3. INFORMATION ON STATUS OF AFFAIRS OF THE COMPANY

Information on the operational, financial performance, etc. of the Company is given in the Management Discussion and Analysis Report, which is annexed to this Report and has been prepared in accordance with Clause 52 of the Listing Agreement.

4. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the Company during the financial year 2014-15.

5. DIVIDEND(S)

Your Directors have recommended no Dividend.

6. FIXED 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.

7. CHANGE IN SHARE CAPITAL DURING THE FINANCIAL YEAR 2014-15

The Company has increased its Authorized Share Capital from Rs. 4, 90, 00, 0000/- to Rs. 6, 50, 00,000/- during the financial Year 2014-15.

8. DIRECTORS

Mr. Jawahar Lai Agarwal, (DIN 02648829) Director of the Company, who retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

9. INITIAL PUBLIC OFFER (IPO)

As you are aware that your Company brought an issue (opening date- 16th October, 2014 closing date- 27th October, 2014) aggregating to Rs. 2 Cores comprising of 20 Lacs equity shares of Rs. 10/- each.

We are pleased to inform you that the issue closed successfully with a record subscription and the company got listed on 12th November, 2014 on SME Platform of BSE.

10. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions contained in Section 134 (5) of the Companies Act, 2013, your Directors, based on the representation received from the Operating Management and after due enquiry, confirm that :

(i) In the preparation of the annual accounts for the financial year ended on 31st March, 2015, the applicable Accounting Standards have been followed and there are no material departures from the same;

(ii) The selected accounting policies were applied consistently and the Directors 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 as at 31st March, 2015 and of the Loss of the Company for that period.

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) The annual accounts have been prepared on a 'going concern' basis.

(v) The Internal financial controls have been laid by the Company and such financial controls are adequate and were operating effectively.

(vi) Proper systems had been devised in compliance with the provision of the all applicable laws and such systems were adequate and operating effectively.

11. CORPORATE GOVERNANCE REPORT

Pursuant to Clause 52 of the Listing Agreement, the report on Corporate Governance together with the Practising Company Secretary Certificate on compliance in this regard and Managing Director's declaration regarding compliance of Code of Conduct by Board Members and Senior Management Personnel is attached and forms part of this Annual Report.

12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under the Listing Agreements with the Stock Exchanges is annexed and forms part of the Directors' Report.

13. AUDITORS REPORT

There are no qualifications in Auditors Report.

14. DETAILS OF THE STOCK EXCHANGES WHERE THE SHARES ARE LISTED

The Company's Equity Shares are presently listed at the following Stock Exchanges:

Bombay Stock Exchange Ltd. (BSE), SME Platform

The Company has paid Annual Listing Fee of the concerned Stock Exchange.

15. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

There is no subsidiary company of the Company.

16. EXTRACT OF ANNUAL RETURN IN FORM NO. MGT-9 AS PER THE REQUIREMENT OF SECTION 92(3), SECTION 134 (3) (a) AND RULE 11 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014

In compliance with the above said section the extract of the Annual Return have been annexed with this board report in form MGT-9 as Annexure - I.

17. NUMBER OF MEETINGS OF THE BOARD

There were Nineteen (19) meetings of the Board of Directors held during the financial year 2014-15. Details of each meeting of the Board of Directors have been provided under Corporate Governance Report, which forms part of this Annual Report.

18. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF COMPANIES ACT, 2013

Presently the Company has three Independent and Non- Executive Directors namely Mr. Avanish Kumar, Mr. Nitin Kumar Omar and Ms. Purvi Misra who have given declaration that they meet the eligibility criteria of independence as provided in sub-section (6) of Section 149.

19. DISCLOSURE IN RELATION TO THE VIGIL MECHANISM

The Board of Directors of your Company in its meeting held on 5th November, 2014 has adopted the Vigil Mechanism Policy. The Vigil Mechanism Policy is uploaded on company's website www. infraville. info

20. CODE OF CONDUCT FOR BOARD MEMBERS AND SENIOR MANAGEMENT OF THE COMPANY

In accordance with the requirement of Corporate Governance the Board of Directors of the Company has formulated a code of conduct for Directors and Senior Management of the Company, the Compliance of which have been affirmed by all Board Members and Senior Management of the Company. The required declaration to this effect signed by CEO, i.e. Managing Director is appended as a separate Annexure to this report.

21. CODE FOR PREVENTION OF INSIDER TRADING

In accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading), Regulation, 1992, as amended in February, 2002, the Board of Directors of the Company has formulated the Code of Conduct for prevention of Insider Trading in the Shares of the Company by its Directors and Employees. Same can also be found on company's website www.infraville.info

22. DISCLOSURE ON THE NOMINATION AND REMUNERATION POLICY OF THE COMPANY PURSUANT TO SECTION 134(3) (e) AND SECTION 178 (3)

The Board of Directors of your Company in its meeting held on 14th July, 2014 has constituted the Nomination and Remuneration Committee. Details of the Nomination and Remuneration Committee and Nomination and Remuneration Policy have been provided under Corporate Governance Report, which forms part of this Annual Report. Same can also be found on company's website www.infraville. info

23. COMPOSITION OF AUDIT COMMITTEE

The composition of Audit Committee as on 31st March, 2015 is as under:

Composition of Audit Committee as on 31st March, 2015

Name of the Ms. Purvi Misra Mr. Nitin Kumar Omar Director(s) (DIN 06858875) (DIN 06863527)

Designation Chairperson Member

Category Independent Director Independent Director

Name of the Mr. Jawahar Lal Director(s) Agarwal (DIN 02648829)

Designation Member

Category Executive Director

Details of the composition of the Audit Committee, its meeting, power, role etc. have been provided under Corporate Governance Report, which forms part of this Annual Report.

24. CORPORATE SOCIAL RESPONSIBILITY POLICY

The Company do not fall under the categories of the companies as mentioned under section 135 of Companies Act, 2015 and rule 8 (1) of Companies (CSR POLICY) Rules, 2014, therefore we still have not made any CSR policy.

25. EVALUATION BY BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS WITH REFERENCE TO SECTION 134 (3) (p) AND CLAUSE 49 IV (B)

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 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 manner in which the evaluation has been carried out has been provided under Corporate Governance Report, which forms part of this Annual Report.

26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

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 are given in the notes to the financial statements.

27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES IN THE ANNEXUED FORM AOC-2.

The company has adopted a related party transaction policy which is also available on the company's website www.infraville.info . In the policy, material contracts has been defined as any contract or transaction or arrangement are considered material if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceeds 10% of the annual consolidated turnover of the Company as per the last audited financial statement of the company.

As there are no such transactions has been entered by the company so no AOC-2 is required to be given in this report.

28. THE DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

Ms. Purvi Misra (DIN- 06858875) has been appointed on 7th May, 2014 as an Independent and Non- Executive Director and a Women Director as per the requirement of the Companies Act, 2013 and Rule 3 of Companies (Appointment and Qualifications of Directors) Rules, 2014 as approved by the Board of Directors and shareholders of the company.

Ms Purvi is a Chartered Accountant. She holds a Bachelor's degree in commerce. She has more than three years of experience in accounts & finance.

Mr. Avanish Kumar (DIN- 06852656) has been appointed on 7th May, 2014 as an Independent and Non-Executive Director as per the requirement of Companies Act, 2013 and Rule 4 of Companies (Appointment and Qualifications of Directors) Rules, 2014 as approved by the Board of Directors and shareholders of the company.

Mr. Avanish is a Chartered Accountant. He holds a Bachelor's degree in commerce. He has more than three years of experience in accounts & finance.

Mr. Nitin Kumar Omar (DIN- 06863527) has been appointed on 7th May, 2014 as an Independent and Non-Executive Director as per the requirement of clause 49 of Listing Agreement and Rule 3 of Companies (Appointment and Qualifications of Directors) Rules, 2014 as approved by the Board of Directors and shareholders of the company.

Mr. Nitin is a Chartered Accountant. He holds a Bachelor's degree in commerce. He has more than three years of experience in accounts, finance and teaching.

Mr. Vivek Gupta (DIN- 06669721) has been appointed on 7th May, 2014 as Managing Director and as per the requirement of Companies Act, 2013 and Rule 4 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as approved by the Board of Directors and shareholders of the company.

Mr. Vivek is software Engineer. He holds a bachelor's degree in science.

Ms. Kratika Agarwal (PAN- BMTPA3288A) has been appointed on 11th April, 2014 as Chief Financial Officer as per the requirement of Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as approved by the Board of Directors and shareholders of the company.

Ms Kratika is an MBA. She holds a bachelor degree in commerce.

Mr. Gaurav Srivastava (PAN- EWMPS6938B) has been appointed on 11th April, 2014 as Company Secretary as per the requirement of Companies Act, 2013 and Rule 3 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as approved by the Nomination and Remuneration Committee and Board of Directors.

Mr. Gaurav is a Company Secretary. He is the member of the Institute of Company secretaries of India. He has more than 2 years experience in the relative field.

Ms. Meena Agarwal (DIN- 02649280) resigned from the directorship of the company with effect from 10th May, 2014.

29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

30. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an independent Internal Control System, commensurate with the size, scale and Complexity of its operations. The Audit Committee of the Company has been delegated power to review the internal control systems and its adequacy.

The Audit Committee monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its branches.

31. AUDITORS

1) Statutory Auditors

The Statutory Auditors i.e. M/s V. P. Aditya & Company, Chartered Accountants, Kanpur appointed on 7th May, 2014 by the shareholders of the company.

2) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Satyam Omar, a Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith. There are no qualifications in the Report of Secretarial Auditor.

3) Internal Auditor

The Company had appointed Mr. Himanshu Jain as the Internal Auditor of the Company for the FY- 2014- 2015.

32. DISCLOSURES PURSUANT TO SECTION 197 (12) AND RULE 5 OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The company has given remuneration according to the remuneration policy formulated by the Company.

1) THE RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES REMUNERATION OF THE COMPANY FOR THE FY 2014-2015

S.NO NAME DESIGNATION CTC MEDIAN RATIO . EMPLOYEE SALARY

1 Jawahar Lal Director 0 10000 0 Agarwal

2 Vivek Gupta Managing 290000 10000 29:1 Director

3 Purvi Misra Independent 0 10000 0 Director

4 Nitin Kumar Independent 0 10000 0 Omar Director

5 Avanish Kumar Independent 0 10000 0 Director

2) THE PERCENTAGE INCREASE IN REMUNERATION OF EACH DIRECTOR, CHIEF FINANCIAL OFFICER, CHIEF EXECUTIVE OFFICER, COMPANY SECRETARY OR MANAGER, IN THE FINANCIAL YEAR 2014- 2015

S. Name Designati Remuneratio Remuneratio No on n Paid in FY n Paid in FY 2013-2014 2014-2015

1. Vivek Managing NA 290000 Gupta Director



2. Jawahar Lal Director 0 0 Agarwal

3. Purvi Misra Independe NA 0 nt Director



4. Nitin Independe NA 0 Kumar nt Director Omar

5. Avanish Independe NA 0 Kumar nt Director



6. Gaurav Company NA 180000 Srivastava Secretary



7. Kratika Chief NA 180000 Agarwal Financial Officer

S. Name Change Percentag Remarks No e

1. Vivek 290000 100% Appointed Gupta as MD in FY2014- 15

2. Jawahar Lal 0 0.00% No Change Agarwal

3. Purvi Misra 0 0.00% Became Director in FY 2014-15

4. Nitin 0 0.00% Became Kumar Director Omar in FY 2014-15

5. Avanish 0 0.00% Became Kumar Director in FY 2014-15

6. Gaurav 180000 100% Appointed Srivastava in FY2014- 15

7. Kratika 180000 100% Appointed Agarwal in FY2014- 15

3) THE PERCENTAGE INCREASE IN THE MEDIAN REMUNERATION OF EMPLOYEES IN THE FINANCIAL YEAR

The details of percentage increase in the median remuneration of employees in the Financial Year are as follows:-

Median (Common employees between Apr-14 & Mar-15)

Remuneration of Apr-14 Remuneration of Mar-15 Increase Percentage (Total earning (Total earning Employer Employer PF) PF)

10000 10000 0 0.00%

4) THE EXPLANATION ON THE RELATIONSHIP BETWEEN AVERAGE INCREASE IN REMUNERATION AND COMPANY PERFORMANCES

Total Total Average Revenue in Revenue in remuneration remuneration Increase in the FY 2013- the FY 2014- paid in FY paid in FY Remuneration 2014 2015 2013-2014 2014-2015

1,12,000 9,19,733 721% 9,16,950.00 90,20,753.00

COMPANY PERFORMANCE

PARTICULARS FINANCIAL YEAR 2013- FINANCIAL YEAR 2014- 2014 2015

TOTAL REVENUE 9,16,950.00 90,20,753.00

PROFIT BEFORE 2,20,334.00 -29,12,723.00 TAX

PROFIT AFTER 1,51,687.00 -20,15,623.00 TAX

There is 883.77% increase in the revenue of the Company from the previous financial Year and there is a loss after tax of the Company. The increase in the remuneration is because of the increase in the number of employees and this can be justified as the company was incorporate on 9th October, 2013.

5) COMPARISON OF THE REMUNERATION OF THE KEY MANAGERIAL PERSONNEL AGAINST THE PERFORMANCE OF THE COMPANY

The comparison of the remuneration of the Key Managerial Personnel against the performance of the company has been explained below:

Remuneration Total Revenue in Total Revenue in % Increase in of the KMP FY 2013-2014 FY 2014-2015 Revenue

6,50,000 9,16,950.00 90,20,753.00 883.77%

6) AVERAGE PERCENTILE INCREASE ALREADY MADE IN THE SALARIES OF EMPLOYEES OTHER THAN THE MANAGERIAL PERSONNEL IN THE LAST FINANCIAL YEAR AND ITS COMPARISON WITH THE PERCENTILE INCREASE IN THE MANAGERIAL REMUNERATION AND JUSTIFICATION THEREOF AND POINT OUT IF THERE ARE ANY EXCEPTIONAL CIRCUMSTANCES FOR INCREASE IN THE MANAGERIAL REMUNERATION

The details relating to the average percentile increase in the salary from last financial year is as follows:

Average Average percentile Average percentile percentile increase in increase in increase in remuneration paid to remuneration paid to remuneration employee excluding key managerial paid to key managerial personnel for the FY employee personnel for the FY 2013-2014 excluding key 2014-2015 managerial personnel for the FY 2013- 2014

NA 240.83% NA

Average Average percentile percentile increase in increase in remuneration remuneration paid to paid to key employee managerial excluding key personnel for managerial the FY 2014- personnel for 2015 the FY 2013- 2014

NA 100.00%

7) THE KEY PARAMETERS FOR ANY VARIABLE COMPONENT OF REMUNERATION AVAILED BY THE DIRECTORS;

There is no variable component in the remuneration availed by the Directors.

8) THE RATIO OF REMUNERATION OF THE HIGHEST PAID DIRECTORS TO THAT OF THE EMPLOYEES WHO ARE NOT DIRECTORS BUT RECEIVE REMUNERATION IN EXCESS OF THE HIGHEST PAID DIRECTORS DURING THE YEAR

There is no employee in the Company who receive remuneration in excess of the highest paid Director during the Year.

33. DISCLOSURE OF RELATIONSHIPS BETWEEN DIRECTORS INTER-SE

Directors of the Company are not related to each other in accordance with section 2 (77) of the Companies Act, 2013 and Rule 4 of the Companies (Specification of Definitions Details) Rules, 2014.

34. DISCLOSURE ON NO. OF SHARES AND CONVERTIBLE DEBENTURES HELD BY NON-EXECUTIVE DIRECTORS

No Equity share is held by the Non- Executive Director of the Company as on 31st March, 2015. No Convertible Debentures has been issued by the Company as on 31st March, 2015.

35. DETAILS AND INFORMATION AS REQUIRED UNDER SECTION 134 (3) (1) OF THE COMPANIES ACT, 2013

No material changes and commitments, have taken place between the end of the financial year of the company to which the balance sheet relates and the date of report, which affects the financial position of the Company.

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

Particulars relating to the conservation of energy, technology absorption given as Companies (Disclosure of particulars in report of Board of Directors) Rules, 1988 are not applicable to the Company due to the nature of the Company's business operations, being an Online Shopping Company.

There has been no Foreign Exchange outgo during the period under review.

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation for the valuable support and co-operation received from sub-brokers, business associates, vendors, bankers, financial institutions, investors, stakeholders, registrar and share transfer agent, other business affiliates and media.

The Board places on record its sincere appreciation towards the Company's valued customers for the support and confidence reposed by them in the organization and the stakeholders for their continued co- operation and support to the company and looks forward to the continuance of this supportive relationship in future.

Your Directors also place on record their deep sense of appreciation for the devoted services of the employees during the year under review.

For and on Behalf of the Board

Sd/- Vivek Gupta (Managing Director) DIN:06669721

Place: Bangalore Date: 31/08/2015

 
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