JLA Infraville Shopp Director Report

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