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Directors Report of PVV Infra Ltd.

Mar 31, 2015

Dear Members,

We have pleasure in presenting the 20th Annual report together with Audited accounts for the year ended 31st March, 2015.

1. FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFARIS:

(Rs. In Lakhs)

Standalone

Particulars 2014-2015 2013-2014

Gross Income 11386.66 3178.53

Profit Before Interest and Depreciation 11316.32 3171.16

Finance Charges 2.37 6.60

Gross Profit 68.49 15.28

Provision for Depreciation 0.26 0.26

Net Profit Before Tax 68.23 15.02

Provision for Tax 21.08 4.99

Net Profit After Tax 47.15 10.03

Balance of Profit brought forward -- --

Balance available for appropriation -- --

Proposed Dividend on Equity Shares -- --

Tax on proposed Dividend -- --

Transfer to General Reserve -- --

Surplus carried to Balance Sheet -- --

During the year under review, the Company has recorded an income of Rs. 11386.66 Lakhs and the Profit of Rs. 47.15 as against the income of Rs. 3192.53 Lakhs and reported profit of Rs. 10.03 Lakhs in the previous financial year ending 31.03.2014.

2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There were no material changes and commitments affecting financial position of the company between 31st March and the date of Board's Report.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the financial year 2014-2015 in the Board's Report there was no change in the nature of Business.

The Company has bagged two orders from Hindustan Prefab Limited - a Govt. of India Enterprise, for Construction of 78 Nos. Prefabricated toilet blocks in Govt. Schools in Package - 43, C/o toilet blocks in Vizianagram District, Andhra Pradesh and in Package- 42, C/o toilet blocks in Visakhapatnam District, Andhra Pradesh. Both the orders for value of Rs. 1.75 and Rs. 1.71 Crores respectively and this is towards an initiative of prestigious Prime Minister Shri Narendra Modiji's Dream project "Swacha Bharat Abhiyan".

4. DIVIDEND:

Your Directors have not recommended any dividend for the year.

5. BOARD MEETINGS:

The Board of Directors met 9 times during the year on 25.04.2014, 29.05.2014, 14.08.2014, 02.09.2014, 10.10.2014, 13.11.2014, 27.11.2014, 13.02.2015 and 30.03.2015 in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose and the maximum gap between any two meetings was less than four months, as stipulated under Clause 49.

6. DIRECTORS AND KEY MANANGERIAL PERSONNEL:

a) In accordance with the Companies Act, 2013 read with Articles of Association of the company the Director namely Mr. P V V Satyanarayana retires by rotation and being eligible, offers himself for re- appointment at this ensuring Annual General Meeting. Your Directors recommend his re-appointment.

b) During the year, Mr. Srikanth Gummalla, Ms. Navneet Kaur Virk, Mr. Sanjeev Sharma and Mr. Ajay Yadav were appointed as an Additional Directors. Now the Board proposes to appoint as Independent Directors of the Company.

The Board of Directors of the Company has decided to adopt the provisions with respect to appointment and tenure of Directors which is consistent with the Companies Act, 2013. In line with the requirements of the Companies Act, 2013, it is therefore proposed to appoint existing additional directors in the Non- Executive independent category, on the Board of the Company. Brief profiles of proposed Directors, including nature of their expertise, are provided in this Annual Report.

c) Mr. Shankar Sundararaman was appointed as Additional Director w.e.f. 10.10.2014 and Mr. Nitin Makhanlal Bose and Mr. Sagar Subhash Gaokar were appointed as Additional Directors w.e.f. 30.30.2015 to hold the office upto the date of AGM.

d) Mr. Chanakya Bellam is appointed as a Whole Time Director with effect from 30.06.2015 and the same is proposed for approval of the members.

e) During the year, the following directors resigned from the office of directorship and the Board placed on record the sincere appreciation for the valuable services rendered by them during their tenure as directors.

Sr. No. Name of the Director Date of Resignation

1. Mr. V. B. Raju (appointed as a Whole time 13.02.2015 director of the company w.e.f. 30.09.2014)

2. Mr. J. Srinivasa Rao 10.10.2014

3. Mr. Venkatesh Muppaneni 13.02.2015

4. Mr. A. Srinivasu 16.06.2015

f) Mr. B. Lakshminarayana is appointed as a Chief Financial Officer of the Company with effect from 30.06.2015.

Details of re-appointment /appointment of the director:

Name of the Date of Date of Qualificatio No. of Director Birth Appointme ns Shares nt held in the Company



Mr. P V V 14/05/1963 28/12/2013 C.A, 0 Satyanarayana I.C.W.A

Mr. Chanakya 28/05/1979 13/02/2015 B.E 11988 Bellam

Mr. Srikanth 24/04/1975 10/10/2014 B.E 0 Gummalla

Ms. Navneet 29/11/1985 30/03/2015 M.B.A 0 Kaur Virk

Mr. Sanjeev 11/03/1973 13/05/2015 M.C.A 0 Sharma

Mr. Ajay 08/07/1963 14/08/2015 B.Tech 0 Yadav



Name of the Directorships held Positions Director in other held in companies mandatory (excluding private committees limited and of other foreign companies companies)

Mr. P V V CTIL Media Private Nil Satyanarayana Limited, CTIL Infrastructure Private Limited, Spry Resources India Private Limited, Pinnamaneni Holdings Private Limited, Pinnamaneni Estates Private Limited, CTIL e-Housing Private Limited, Indovation Technologies Limited

Mr. Chanakya Fortune Finderz Nil Bellam Capital Advisory Private Limited, Indovation Technologies Limited.

Mr. Srikanth Dapple Consulting Nil Gummalla Private Limited, Oak Transition Management Private Limited, Dapple Connect Foundation.

Ms. Navneet Indovation Nil Kaur Virk Technologies Limited.

Mr. Sanjeev Smartsynergy Nil Sharma Global Private Limited.

Mr. Ajay Ajay Cham Nil Yadav Construction Consortium Private Limited

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS' INDEPENDENCE

1. Scope:

This policy sets out the guiding principles for the Nomination & Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as independent Directors of the Company.

2. Terms and References:

2.1 "Director" means a director appointed to the Board of a Company.

2.2 "Nomination and Remuneration Committee means the committee constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and clause 49 of the Equity Listing Agreement.

2.3 "Independent Director" means a director referred to in sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49(II)(B) of the Equity Listing Agreement.

3. Policy:

Qualifications and criteria

3.1.1 The Nomination and Remuneration Committee, and the Board, shall review on annual basis, appropriate skills, knowledge and experience required of the Board as a whole and its individual members. The objective is to have a board with diverse background and experience that are relevant for the Company's operations.

3.1.2 In evaluating the suitability of individual Board member the NR Committee may take into account factors, such as:

* General understanding of the company's business dynamics, global business and social perspective;

* Educational and professional background

* Standing in the profession;

* Personal and professional ethics, integrity and values;

* Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.

3.1.3 The proposed appointee shall also fulfil the following requirements:

* shall possess a Director Identification Number;

* shall not be disqualified under the companies Act, 2013;

* shall Endeavour to attend all Board Meeting and Wherever he is appointed as a Committee Member, the Committee Meeting;

* shall abide by the code of Conduct established by the company for Directors and senior Management personnel;

* shall disclose his concern or interest in any company or companies or bodies corporate, firms, or other association of individuals including his shareholding at the first meeting of the Board in every financial year and thereafter whenever there is a change in the disclosures already made;

* Such other requirements as any be prescribed, from time to time, under the companies Act, 2013, Equity listing Agreements and other relevant laws.

3.1.4 The Nomination & Remuneration Committee shall evaluate each individual with the objective of having a group that best enables the success of the company's business.

3.2 criteria of independence

3.2.1 The Nomination & Remuneration Committee shall assess the independence of Directors at time of appointment/ re-appointment and the Board shall assess the same annually. The Board shall re-assess determinations of independence when any new interest or relationships are disclosed by a Director.

3.2.2 The criteria of independence shall be in accordance with the guidelines as laid down in companies Act, 2013 and Clause 49 of the Equity Listing Agreement.

An independent director in relation to a company, means a director other than a managing director or a whole-time director or a nominee director-

a. Who, in the opinion of the Board, is a person of integrity and possesses relevant expertise and experience;

b. (i) who is or was not a promoters of the company or its holding, subsidiary or associate company;

(ii) Who is not related to promoters or directors of the company its holding, subsidiary or associate company

c. Who has or had no pecuniary relationship with the company, its holding, subsidiary or associate company, or their promoters, or director, during the two immediately preceding financial year or during the current financial year;

d. None of whose relative has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial year or during the current finance year;

e. Who, neither himself nor any of his relative-

(i) Holds or has held the position of a key managerial personnel or is or has been employee of the or associate company in any of the three finance years immediately preceding the finance year in which he is proposed to be appointed;

(ii) Is or has been an employee or proprietor or a partner, in any of the three finance year immediately preceding the finance year in which he is proposed to be appointed of-

(A) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the company, its holding subsidiary or associate company amounting to ten per cent or more of the gross turnover of more of the gross turnover of such firm;

(iii) holds together with his relatives two per cent or more of the total voting power of the company; or

(iv) is a chief Executive or director, by whatever name called, of any non-profit organization that receives twenty-five per cent or more of its receipt from the company any of its promoters , directors or its holding subsidiary or associate company or that holds two per cent or more of the total voting power of the company; or

(v) is a material supplier, service provider or customer or a lesser or lessee of the company.

f. Shall possess appropriate skills experience and knowledge in one or more field of finance , law management, sales, marketing administration, research, corporate governance, technical operations, corporate social responsibility or this disciplines related to the company's business.

g. Shall possess such other qualifications as may be prescribed from time to time, under the companies Act, 2013.

h. Who is not less than 21 years of age

3.2.3 The independent Director shall abide by the "code for independent Directors "as specified in Schedule IV to the companies Act, 2013.

3.3 other directorships/ committee memberships

3.3.1 The Board members are expected to have adequate time and expertise and experience to contribute to effective Board performance Accordingly, members should voluntarily limit their directorships in other listed public limited companies in such a way that it does not interfere with their role as director of the company. The NR Committee shall take into account the nature of, and the time involved in a director service on other Boards, in evaluating the suitability of the individual Director and making its recommendations to the Board.

3.3.2 A Director shall not serve as director in more than 20 companies of which not more than 10 shall be public limited companies.

3.3.3 A Director shall not serve an independent Director in more than 7 listed companies and not more than 3 listed companies in case he is serving as a whole-time Director in any listed company.

3.3.4 A Director shall not be a member in more than 10 committee or act as chairman of more than 5 committee across all companies in which he holds directorships.

For the purpose of considering the limit of the committee, Audit committee and stakeholder's relationship committee of all public limited companies, whether listed or not, shall be included and all other companies including private limited companies, foreign companies and companies under section 8 of the companies Act, 2013 shall be excluded.

Remuneration policy for Directors, key managerial personnel and other employees

1. Scope:

1.1 This policy sets out the guiding principles for the Nomination and Remuneration committee for recommending to the Board the remuneration of the directors, key managerial personnel and other employees of the company.

2. Terms and Reference:

In this policy the following terms shall have the following meanings:

2.1 "Director" means a director appointed to the Board of the company.

2.2 "key managerial personnel" means

(i) The Chief Executive Officer or the managing director or the manager;

(ii) The Company Secretary;

(iii) The Whole-time Director;

(iv) The Chief Finance Officer; and

(v) Such other office as may be prescribed under the companies Act, 2013

2.3 "Nomination and Remuneration committee" means the committee constituted by Board in accordance with the provisions of section 178 of the companies Act, 2013 and clause 49 of the Equity Listing Agreement.

3. Policy:

3.1 Remuneration to Executive Director and key managerial personnel

3.1.1 The Board on the recommendation of the Nomination and Remuneration (NR) committee shall review and approve the remuneration payable to the Executive Director of the company within the overall approved by the shareholders.

3.1.2 The Board on the recommendation of the NR committee shall also review and approve the remuneration payable to the key managerial personnel of the company.

3.1.3 The remuneration structure to the Executive Director and key managerial personnel shall include the following components:

(i) Basic pay

(ii) Perquisites and Allowances

(iii) Stock Options

(iv) Commission (Applicable in case of Executive Directors)

(v) Retrial benefits

(vi) Annual performance Bonus

3.1.4 The Annual plan and Objectives for Executive committee shall be reviewed by the NR committee and Annual performance bonus will be approved by the committee based on the achievement against the Annual plan and Objectives.

3.2 Remuneration to Non - Executive Directors

3.2.1 The Board, on the recommendation of the NR Committee, shall review and approve the remuneration payable to the Non - Executive Directors of the Company within the overall limits approved by the shareholders as per the provisions of the Companies Act.

3.2.2 Non - Executive Directors shall be entitled to sitting fees attending the meetings of the Board and the Committees thereof. The Non- Executive Directors shall also be entitled to profit related commission in addition to the sitting fees.

3.3. Remuneration to other employees

3.3.1. Employees shall be assigned grades according to their qualifications and work experience, competencies as well as their roles and responsibilities in the organization. Individual remuneration shall

be determined within the appropriate grade and shall be based on various factors such as job profile skill sets, seniority, experience and prevailing remuneration levels for equivalent jobs.

7. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received necessary declaration from Mr. Srikanth Gummalla, Ms. Navneet Kaur Virk, Mr. Sanjeev Sharma and Mr. Ajay Yadav Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 that they as Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6). (Format Annexure II)

8. COMPOSITION OF AUDIT COMMITTEE

I) The Audit Committee of the Company is constituted in line with the provisions of Clause 49 of the Listing Agreements with the Stock Exchanges read with Section 177 of the Companies Act, 2013.

II) The terms of reference of the Audit Committee include a review of the following:

* Overview of the Company's financial reporting process and disclosure of its financial information to ensure that the financial statements reflect a true and fair position and that sufficient and credible information is disclosed.

* Recommending the appointment and removal of external auditors, fixation of audit fee and also approval for payment for any other services.

* Discussion with external auditors before the audit commences, of the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

* Reviewing the financial statements and draft audit report including quarterly / half yearly financial information.

* Reviewing with management the annual financial statements before submission to the Board, focusing on:

1. Any changes in accounting policies and practices;

2. Qualification in draft audit report;

3. Significant adjustments arising out of audit;

4. The going concern concept;

5. Compliance with accounting standards;

6. Compliance with stock exchange and legal requirements concerning financial statements and

7. Any related party transactions

* Reviewing the company's financial and risk management's policies.

* Disclosure of contingent liabilities.

* Reviewing with management, external and internal auditors, the adequacy of internal control systems.

* Reviewing the adequacy of internal audit function, including the audit character, the structure of the internal audit department, approval of the audit plan and its execution, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit.

* Discussion with internal auditors of any significant findings and follow-up thereon.

* Reviewing the findings of any internal investigations by the internal auditors into the matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

* Looking into the reasons for substantial defaults in payments to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

* Reviewing compliances as regards the Company's Whistle Blower Policy.

III) The previous Annual General Meeting of the Company was held on 30.09.2014 and Chairman of the Audit Committee, attended previous AGM.

IV) The composition of the Audit Committee and the attendance of each member of the Audit Committee are given below:

The Company has complied with all the requirements of Clause 49 (II) (A) of the Listing Agreement relating to the composition of the Audit Committee. During the financial year 2014-2015, (4) four meetings of the Audit Committee were held on the 27.05.2014, 13.08.2014, 14.11.2014 and 14.02.2015.

The details of the composition of the Committee and attendance of the members at the meetings are given below:

Name Designation Category No. of meetings held

Mr. Srikanth Gummalla* Chairman NED (I) 4

Mr. P V V Satyanarayana Member NED (P) 4

Ms. Navneet Kaur Virk * Member NED(I) 0

Mr. J. Srinivasa Rao * Chairman NED (I) 4

Mr. Ch. Bala Bhaskar Member NED(I) 4 Kumar*

Name No. of meetings attended

Mr. Srikanth Gummalla* 2

Mr. P V V Satyanarayana 4

Ms. Navneet Kaur Virk * 0

Mr. J. Srinivasa Rao * 2

Mr. Ch. Bala Bhaskar 4 Kumar*

* Mr. J. Srinivasa Rao: Resigned at 10.10.2014 * Mr. Ch. Bala Bhaskar Kumar: Resigned at 06.04.2015

* Mr. Srikanth Gummalla: Appointed at 10.10.2014 * Ms. Navneet Kaur Virk: Appointed at 30.03.2015

NED (I): Non Executive Independent Director NED (P): Non Executive Director Promoter

The details of composition of the Committee are given below:

Name Designation Category No. of meetings held

Mr. Srikanth Gummalla * Chairman NED (I) 1

Mr. P V V Satyanarayana Member NED (P) 1

Ms. Navneet Kaur Virk * Member NED(I) 0

Mr. J. Srinivasa Rao * Chairman NED (I) 1

Mr. Ch. Bala Bhaskar Member NED(I) 1 Kumar*

Name No. of meetings attended

Mr. Srikanth Gummalla * 1

Mr. P V V Satyanarayana 1

Ms. Navneet Kaur Virk * 0

Mr. J. Srinivasa Rao * 1

Mr. Ch. Bala Bhaskar 1 Kumar*

* Mr. J. Srinivasa Rao: Resigned at 10.10.2014 * Mr. Ch. Bala Bhaskar Kumar: Resigned at 06.04.2015

* Mr. Srikanth Gummalla: Appointed at 10.10.2014 * Ms. Navneet Kaur Virk: Appointed at 30.03.2015

NED (I): Non Executive Independent Director NED (P): Non Executive Director Promoter

Terms of reference:

The main term of reference of the Committee is to approve the fixation/revision of remuneration of the Managing Director/Whole Time Director of the Company and while approving:

* To take into account the financial position of the Company, trend in the industry, appointee's qualification, experience, past performance, past remuneration etc.

* To bring out objectivity in determining the remuneration package while striking a balance between the interest of the Company and the Shareholders.

Remuneration Policy:

The objectives of the remuneration policy are to motivate Directors to excel in their performance, recognize their contribution and retain talent in the organization and reward merit.

The remuneration levels are governed by industry pattern, qualifications and experience of the Directors, responsibilities shouldered, individual performance etc.

No remuneration has been paid to any of the Directors of the Company during the Financial Year 2014- 15.

STAKEHOLDER RELATIONSHIP COMMITTEE (SHAREHOLDERS/INVESTOR GRIEVANCE AND SHARE TRANSFER COMMITTEE):

A. Composition:

The Details of composition of the Committee are given below:

Name Designation Category

Ms. Navneet Kaur Virk* Chairman NED(I)

Mr. P V V Satyanarayana Member NED (P)

Mr. G. Venkateswara Rao* Member NED(P)

Mr. Ch. Bala Bhaskar Kumar* Chairman NED (I)

Mr. R. Jayaram@ Member ED (P)

* Mr. R. Jayaram: Resigned at 29.09.2014 * Mr. Ch. Bala Bhaskar Kumar: Resigned at 06.04.2015

*Mr. G. Venkateswara Rao: Appointed at 28.12.2013 *Mr. Navneet Kaur Virk: Appointed at 30.03.2015

NED (I): Non Executive Independent Director

NED (P): Non Executive Director Promoter/Professional

ED (P): Executive Director Professional

B. Powers:

The Committee has been delegated with the following powers:

* to redress shareholder and investor complaints relating to transfer of shares, Dematerialization of Shares, non-receipt of balance sheet, non-receipt of declared dividend and other allied complaints etc.

* to approve, transfer, transmission, and issue of duplicate / fresh share certificate(s)

* Consolidate and sub-division of share certificates etc.

* To redress, approve and dispose off any, other complaints, transactions and requests etc., received from any shareholder of the company and investor in general.

The Board has delegated the power to process the transfer and transmission of shares to the Registrar and Share Transfer Agents, who process share transfers within a week of lodgment in the case of shares held in physical form.

A. Composition:

The Details of composition of the Committee are given below:

Name Designation Category

Mr. Srikanth Gummalla Chairman NED (I)

Ms. Navneet Kaur Virk Member NED (I)

Mr. G. Venkateswara Rao Member NED(P)

NED (I): Non Executive Independent Director NED (P): Non Executive Director Professional

Role and Responsibilities of the Committee includes the following:

* Framing of Risk Management Plan and Policy

* Overseeing implementation of Risk Management Plan and Policy

* Monitoring of Risk Management Plan and Policy

* Validating the process of risk management

* Validating the procedure for Risk minimization.

* Periodically reviewing and evaluating the Risk Management Policy and practices with respect to risk assessment and risk management processes.

* Continually obtaining reasonable assurance from management that all known and emerging risks have been identified and mitigated or managed.

9. VIGIL MECHANISM:

Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. The same has been placed on the website of the Company.

10. DIRECTOR'S RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

(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 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; and

(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.

(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.

11. STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.

12. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

The company does not have any subsidiary company.

13. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report (FORMAT IN ANNEXURE I)

14. AUDITORS:

M/s. Hanumaiah & Co., Statutory Auditors of the company retires at the ensuing annual general meeting and is eligible for reappointment. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has received a written consent from the auditors to their re-appointment and a certificate to the effect that their re-appointment, if made, would be in accordance with the Companies Act, 2013 and the rules framed there under and that they have satisfied the criteria provided in Section 141 of the Companies Act, 2013.

The Board recommends the re-appointment of M/s. Hanumaiah & Co., as the statutory auditors of the Company from the conclusion of this Annual General meeting till the conclusion of the 24th Annual General Meeting.

15. INTERNAL AUDIT:

Company has appointed an Internal Auditor as on 30.06.2015 for the Financial Year 2015-16.

16. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 134(3)(f) & Section 204 of the Companies Act, 2013, Secretarial audit report as provided by M/s. S. S. Reddy & Associates, Practising Company Secretaries is annexed to this Report as annexure.

17. QUALIFICATIONS IN AUDIT REPORTS:

The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the year ended March 31, 2015 and has noted that the same does not have any reservation, qualification or adverse remarks. However, the Board decided to further strengthen the existing system and procedures to meet all kinds of challenges associated with the business.

The Board has duly reviewed the Secretarial Audit Report on the Compliances according to the provisions of section 204 of the Companies Act 2013, and noted is at the same that the company has not appointed company secretary during the year but the company is taking necessary measures to appoint the same at the earliest.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The required information as per Sec. 134(3)(m) of the Companies Act 2013 is provided hereunder:

A. Conservation of Energy

Your company's operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. 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

19. DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING:

Your Company has not accepted any deposits falling within the meaning of Sec.73, 74 & 76 of the Companies Act, 2013 read with the Rule 8(v) of Companies (Accounts) Rules 2014, during the financial year under review.

20. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the period under review there were no significant and material orders passed by the regulators or Courts or Tribunals impacting the going concern status and the company's operations in future.

21. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Your Company has well established procedures for internal control across its various locations, commensurate with its size and operations. The organization is adequately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment. The internal audit function is adequately resourced commensurate with the operations of the Company and reports to the Audit Committee of the Board.

22. INSURANCE:

The properties and assets of your Company are adequately insured.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given loans.

24. CREDIT & GUARANTEE FACILITIES:

The Company has been not availing any facilities of Credit and Guarantee.

25. RISK MANAGEMENT POLICY:

The risk Management Committee constitutes for the purpose will ensure all required measures shall be in place for better compliance.

26. CORPORATE SOCIAL RESPONSIBILTY POLICY:

Since your Company does not have the net worth of Rs. 500 crore or more, or turnover of Rs. 1000 crore or more, or a net profit of Rs. 5 crore or more during the financial year, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and accordingly the Company need not adopt any Corporate Social Responsibility Policy.

27. RELATED PARTY TRANSACTIONS:

There are no related party transactions during the year.

28. FORMAL ANNUAL EVALUATION:

As per section 149 of the Companies Act, 2013 read with clause VII (1) of the schedule IV and rules made thereunder, the independent directors of the company had a meeting on 30.03.2015 without attendance of non-independent directors and members of management. In the meeting the following issues were taken up:

(a) Review of the performance of non-independent directors and the Board as a whole;

(b) Review of the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors;

(c) Assessing the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The meeting also reviewed and evaluated the performance of non-independent directors.

The meeting also reviewed and evaluated the performance the Board as whole in terms of the following aspects:

* Preparedness for Board/Committee meetings

* Attendance at the Board/Committee meetings

* Guidance on corporate strategy, risk policy, corporate performance and overseeing acquisitions and disinvestments.

* Monitoring the effectiveness of the company's governance practices

* Ensuring a transparent board nomination process with the diversity of experience, knowledge, perspective in the Board.

* Ensuring the integrity of the company's accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for financial and operational control and compliance with the law and relevant standards.

It was noted that the Board Meetings have been conducted with the issuance of proper notice and circulation of the agenda of the meeting with the relevant notes thereon.

29. DISCLOSURE ABOUT COST AUDIT:

Cost Audit is not applicable to the Company.

30. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1)(2) & (3) of the Companies(Appointment & Remuneration) Rules, 2014, no remuneration has been paid to any of the Directors of the Company for the financial year 2014-15.

31. LISTING WITH STOCK EXCHANGES:

The Company is listed with Ahmedabad Stock Exchange Limited and BSE Ltd. and the Company confirms that it has paid the Annual Listing Fees where the Company's Shares are listed.

32. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Since the paid up capital of the Company is less than Rs. 10 Crores and Net worth of the Company is less than Rs. 25 Crores, Corporate Governance is Not Applicable.

33. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.

34. SECRETARIAL STANDARDS EVENT BASED DISCLOSURES

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employee's stock option scheme: NA

4. Disclosure on purchase by company or giving of loans by it for purchase of its shares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

35. EMPLOYEE RELATIONS:

Your Directors are pleased to record their sincere appreciation of the contribution by the staff at all levels in the Company.

None of the employees is drawing Rs. 5,00,000/- and above per month or Rs.60,00,000/- and above in aggregate per annum, the limits prescribed under Section 134 of the Companies Act, 2013.

36. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN 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 Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposed during the calendar year.

* No. of complaints received: Nil

* No. of complaints disposed off: Nil

37. ACKNOWLEDGEMENTS:

Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company like SEBI, BSE, ASE, NSDL, CDSL etc. for their continued support for the growth of the Company.

For and on behalf of the Board PVV Infra Limited

Sd/- Sd/- Place: Chennai Chanakya Bellam PVV Satyanarayana Date: 28.08.2015 Whole Time Director Director (DIN: 02642002) (DIN: 01311615)








Mar 31, 2014

Dear members,

We have pleasure in presenting the 19th Annual Report along with Audited Statements of Accounts for the year ended 31st March 2014.

FINANCIAL RESULTS:

(Rupees in Lakhs)

Particulars 2013-14 2012-13

Income from operations (including other income) 3192.54 760.09

Expenditure 3177.52 746.78

Profit before Tax 15.02 13.31

Tax Expenses 4.64 4.11

Profit after Tax 10.38 9.20

Earnings per share 0.21 0.18

REVIEW OF PERFORMANCE:

Your Directors are immensely happy to report that the company has posted turnover/Revenue of Rs. 3192.54 lakhs for the year 2013-14, registering a growth of 400% over the previous year 2013. The net profit for the year stands at Rs. 10.38 lakhs, which indeed not shown proportionate growth as the Revenue due to high cost of Operations, initial bottlenecks and other growth oriented plan expenditure etc,. However, it is pertinent to make note here that the management was able somehow to lay a foundation, and platform during he year for ensuring multiple growth of business in the years to come.

It should not go unnoticed by all of you at the juncture, that all along we have not come across the multiples in Revenues and your Directors asserts that this is undoubtedly encouraging for the future of the company. The company has been continuously striving on quality up-gradation and austerity measures for achieving efficient running of the organization.

DIVIDEND:

Despite more than four fold increase in the turnover compared to that of the year 2012-13, profitability of the company was severely affected due to high cost of operations and low profit margins during the year under review. Keeping the Company''s expansion and growth plans in mind, your Directors have decided not to recommend dividend for the year.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec.73 & 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules2014, during the financial year under review.

LISTING:

The equity shares of your company are listed on the Ahmedabad Stock Exchange Limited and Bombay Stock Exchange Limited

SHARE CAPITAL OF THE COMPANY:

Authorised Share Capital of the company stands at Rs. 7,00,00,000/-( Rupees Seven Crores Only) divided in to 70,00,000 equity shares of Rs. 10/- each and Paid up Capital of the company stands at Rs. 5,00,03,010/- (Rupees Five Crores Three Thousand and ten only) divided in to 50,00,301 equity shares of Rs.10/- each.

SUBSIDIARY COMPANY:

Your Company does not have any subsidiary company. However, as part of growth strategy to have multiple growth from different business verticals, your company is in the process of acquiring majority stakes in the companies with good revenue streams. Thus your company will have 2-3 subsidiaries in the new future.

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed discussion on Indian economy, Industry outlook and operations, business performance and future outlook etc., has been presented as separate section on management discussion and analysis, which forms part of this report.

DIRECTORS:

BROADBASING/REORGANISATION OF THE BOARD:

Resignation of Directors:

a) Mr U. Satish Kumar, Ms. Eswari Angali, Directors have resigned and the Board has accepted their resignations which is effective from 30.05.2013.

b) Mr, Jai Praksh Lalwani and Mr. V Srikanth, Directors resigned and the same was accepted by the Board effective from 28.12.2013.

INDUCTION OF PROFESSIONALS ON THE BOARD:

Mr. P.V.V. Satyanaryana, Mr. G. Venkateswar Rao, and Mr. Venkatesh Muppaneni, were inducted as Additional Directors on the Board of the company, the first two persons w.e.f. 28.12.2013, the latter mentioned was person w.e.f 08.01.2014. In terms of provisions of Section 161(1) of the Companies Act, 2013 (herein after also referred to as ''the Act''), they would hold the office up to the date of the ensuing Annual General Meeting (''Meeting'').

INDEPENDENT DIRECTORS:

In accordance with Sections 149,152 and Schedule IV of the Companies Act, 2013 read with Rules prescribed and Companies (Appointment and Qualification of Directors) Rules, 2014 it is proposed to appoint the following Directors as Independent Directors for a tenure of 5 years.

1. Mr. Venkatesh Muppaneni,

2. Mr. Jayanthy Srinivas Rao

3. Mr. Bala Kumar Bhaskar

Your Board of Directors opine that Mr. Venkatesh Muppaneni, Mr. Jayanthy Srinivasa Rao, and Mr. Ch. Bala Kumar Bhaskar fulfil the conditions specified in Section 149 (6) and applicable provisions of the Act, and rules made there under for the appointment of Independent Directors and that they are independent of the company''s management.

NON EXECUTIVE DIRECTORS:

In accordance with the provisions of section 152(6) of the Act, Mr. R. Jayaram is retiring by rotation at the meeting and even though he is eligible for re-appointment as Director, he has expressed unwillingness for re-appointment. Your Board of Directors recommends for consideration of the proposal not to fill the vacancy caused by retirement of Mr, R. Jayaram by rotation, but to authorise the Board to fill the same at a later date depending upon the exigencies

Mr. P.V.V. Satyanaryana and Mr. G. Venkateswara Rao, the Additional Directors are seeking appointment as Directors liable to retire by rotation, at the Meeting. The Board of Directors recommends the appointment of these persons as they are professionals with relevant rich experience.

EXECUTIVE DIRECTORS:

Mr. V B Raju:

Mr. V B Raju has been appointed as an Additional Director on the Board on 02.09.2014 to hold office till the ensuing Annual General Meeting.

The Board of Directors at its meeting held on 02.09.2014 based on recommendations of the Nominations and Remuneration Committee, approved the appointment of Mr. V B Raju, (being a seasoned and experienced professional) as a Whole Time Director for a period of 3 years from 02.09.2014

The Board recommends for the approval of the appointment Mr. V B Raju, as Whole Time Directors for a period 3 years from 02.09.2014.

Mr. Srinivasu Appala, Executive Director, retiring by rotation as Director at the meeting and being eligible offers himself for re appointment at the meeting.

Your Board also recommends the re-appointment/appointment of Directors/Independent Directors, and Whole Time Director as per the notice of the Meeting, in the best interests of the company.

CHANGE OF NAME:

The Board of Directors have decided to change name of the company from Thirthankar Infra Ltd to "PVV INFRA LIMITED" in order to ensure the name of the company will give face lift and easily pronouncing and presentable. To this extent, necessary Resolution was passed by the shareholders at Extra ordinary General Meeting held on 23.05.2014 approving the name change. Further approval of name i.e. name availability from Registrar of Companies, Chennai has been obtained by the company in this regard.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In pursuance of Clause © of sub section 3 and (5) of section 134 of the Companies Act, 2013, your directors confirm

a) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures.

b) That 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) That 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) That the directors had prepared the annual accounts on a going concern basis;

e) That 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) That 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.

Details of Directors seeking appointment/reappointment at the forthcoming Annual General Meeting in pursuance of Clause 49 of the Listing Agreement.

NAME V B Raju

1 2

Date of Birth 08.01.1948

Date of Appointment 02.09.2014

Qualifications ACS

Nature of experience in specified functional area Finance and Legal and Amin.

No. of Shares held in the company NIL

Members of the Committee of Board of Directors of thec ompany YES

Directorships held in other companies (excluding private limited and foreign companies) Enrich Energy Pvt Ltd.

NAME Mr. J Srinivasa Rao

1 3

Date of Birth 11.08.1960

Date of Appointment 30.10.2012

Qualifications Graduate in Science

Nature of experience in specified functional area Admin.

No. of Shares held in the company 25,000

Members of the Committee of Board of Directors of thec ompany YES

Directorships held in other companies (excluding private limited and foreign Sameer Financial Services Pvt. Ltd., and companies) Maithri Advisors & Planners Pvt. Ltd.

Positions held in mandatory committees of other companies NIL

NAME Mr. Ch. Bala Kumar Bhaskar

1 4

Date of Birth 22.05.1969

Date of Appointment 30.05.2013

Qualifications M.B.A.

Nature of experience in specified functional area Projects and Operations

No. of Shares held in the company NIL

Members of the Committee of Board of Directors of thec ompany YES

Directorships held in other companies (excluding private limited and foreign companies) NIL

Positions held in mandatory committees of other companies NIL

NAME Mr. PVV Satyanaraya na

1 5

Date of Birth 16.05.1963

Date of Appointment 28.12.2013

Qualifications CA, I.C.W.A.

Nature of experience in specified functional area Finance

No. of Shares held in the company NIL

Members of the Committee of Board of Directors of thec ompany YES

Directorships held in other companies Ctil Ltd, Ctil Media Pvt. Ltd., (excluding private Ctil Infra Pvt. Ltd., limited and foreign Spry Resources India Pvt. Ltd., companies) Pinnamanen i Holdings Pvt. Ltd.

NAME Mr. G. Venkateswa R Rao

1 6

Date of Birth 10.06.1962

Date of Appointment 28.12.2013

Qualifications CA

Nature of experience in specified functional area Finance and Projects

No. of Shares held in the company NIL

Members of the Committee of Board of Directors of thec ompany YES

Directorships held in other companies (excluding private limited and foreign companies) NIL

NAME Mr. Venkatsh Muppaneni

1 7

Date of Birth 31.10.1965

Date of Appointment 08.01.2014

Qualifications Graduate

Nature of experience in specified functional area Projects

No. of Shares held in the company NIL

Members of the Committee of Board of Directors of thec ompany YES

Directorships held in other companies (excluding private TCI Constructions Ltd., limited and foreign Siyanda Infra Projects Pvt. Ltd., companies) Trendset Infratech (India) Ltd.

NAME Mr. Appala Srinivasulu

1 8

Date of Birth 30.07.1973

Date of Appointment 10.12.2012

Qualifications Graduate

Nature of experience in specified functional area Finance and Admin.

No. of Shares held in the company 11,61,650

Members of the Committee of Board of Directors of thec ompany YES

Directorships held in other companies (excluding private limited and foreign companies) NIL

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT GO:

The required information as per Section 134 (3) (m) of the Companies Act 2013 is provided hereunder

A. Conservation of Energy:

Your Company''s operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D) : NIL

2. Technology absorption, adoption and innovation:

In case of imported Technology (imported during the Last three years) : NIL

PARTICULARS OF EMPLOYEES:

There is no employee who is falling under Rules 5 of Companies (Appointment & Remuneration) Rules 2014 and therefore, the disclosures required to be made here under are not applicable.

CODE OF CONDUCT:

The Code of Conduct has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affirmed by them. Code of Conduct has also been placed on the website of the company. A declaration signed by the Executive Director is given in Annexure.

AUDITORS:

At the Extra Ordinary General Meeting held on 23.05.2014, Members of the company approved the appointment of M/s Hanumaiah & Co, Chartered Accountants, Vijayawada, as the Statutory Auditors for the year 2013-14 to fill the vacancy caused by the resignation of M/s LNP & Co. Accordingly, they will hold the office until the conclusion of this Meeting.

Your Board of Directors recommends the appointment of M/s. Hanumaiah & Co, Chartered Accountants, as statutory auditors, to hold office for a period of 5 years, as proposed in the notice of the Annual General Meeting.

Corporate Social Responsibility Initiatives:

Like the sagely Quote by Mr. LAUZI - "A Journey of thousand miles starts with a single step", your company initiated its first step towards the objective with the following two sincere endeavors:

1. To form a foundation by name "Thirthankar Foundation not-for-profit organization/company with small corpus to start with, to serve the commons in need of support for health care assistance, which Thirthankar attach first preference to all others, say in its own way of defining "HEALTH IS FIRST AND THEN ONLY ALL".

2. Constitution of Committee for this Corporate Social Responsibility referred to as CSR Committee to study and advise the management and the company on best practices, policies on the subject, areas of focus ways and options to extend support/assistance, establishing contacts or collaborative relations with other existing donors or social organizations, charitable, trusts, funds, etc,.

CORPORATE GOVERNANCE:

As a listed company, necessary measures have been taken to comply with the listing agreements of the Stock Exchanges. A report on Corporate Governance, along with a certificate of compliance from the Statutory 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 multiple growth in the operational performance during the year under review.

For and on behalf of the Board Thirthankar Infra Limited

Sd/- Sd/-

Place: Chennai (G. Venkateswara Rao) (PVV Satyanaryana) Date: 02.09.2014 Director Director

 
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