AGI Infra Ltd.
|BSE: 539042||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE976R01017|
|BSE 15:28 | 21 Feb||185.00||
|NSE 05:30 | 01 Jan||AGI Infra Ltd|
|Mkt Cap.(Rs cr)||189|
|Mkt Cap.(Rs cr)||189.07|
AGI Infra Ltd. (AGIINFRA) - Director Report
Company director report
Your Directors have pleasure in presenting their 11th Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2016.
1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY (STANDALONE)
The Board's Report shall be prepared based on the stand alone financial statements ofthe company.
(Rs. In Lacs)
2. BUSINESS PERFORMANCE
The Company is in the business of construction and developing group housing projectsand commercial projects. There is no other segment in which the company has carved intothe business. Therefore division wise working details are not applicable. Company hasearned a net profit of Rs 390 01164.39/- as compared to last year's profit of Rs.28359634.94/-. The efforts of directors and employees of the company can clearly beseen from the performance of the company.
Keeping in view the future growth to conserve resources the Directors do notrecommend any dividend for the year ended March 31 2016.
As per section 134(3) (j) of the Companies Act 2013 The Company does not transfer anyamount to reserves during F.Y. 2015-2016.
5. SHARE CAPITAL
The paid up equity capital as on March 31 2016 was Rs.102167200. During the year underreview the Company has neither issued bonus shares nor issued shares with differentialvoting rights nor granted stock options nor sweat equity and nor opted buy back of its ownsecurities.
A. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Anuj Rai Bansal Non Executive Director retires by rotation at the forthcoming AnnualGeneral Meeting and being eligible offer himself for reappointment.
Also Ms Neelu Kapoor has resigned from the designation of Company Secretary cumCompliance Officer w.e.f 22.03.2016 and Ms. Aarti Mahajan has been appointed as CompanySecretary cum compliance officer of the company with effect from April 12 2016.
B. BOARD EVALUATION
Board Evaluation As required under the provisions of Section 134(3) (p) the Board hascarried out an annual performance evaluation of its own performance and the manner inwhich such performance evaluation was carried out is as under:
The performance evaluation framework is in place and has been circulated to all thedirectors to seek their response on the evaluation of the entire Board and independentdirectors. The Nomination and Remuneration Committee shall carry out evaluation ofDirector's performance.
The criteria of evaluation is exercise of responsibilities in a bona fide manner in theinterest of the Company striving to attend meetings of the Board of Directors/ Committeesof which he/she is a member/ general meetings participation constructively and activelyin the meetings of the Board /Committees of the Board etc
C. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT IF ANY
All independent directors give their declaration that they meet the criteria ofindependence as provided in sub-section (6) of Section 149 of the Companies Act 2013 andRegulation 17of Listing Agreement.
7. BOARD MEETINGS
The Board of Directors of the Company met 8 (Eight) times during the financial year2015-16. The Details of above mentioned Board Meetings are provided in CorporateGovernance Report annexed herewith.The intervening gap between the Meetings was within theperiod prescribed under the Companies Act 2013.
8. AUDITORS AND AUDITOR'S REPORT
The appointment of Statutory Auditors of the Company M/s R.S Kalra & Associatesof Jalandhar Chartered Accountants(Firm Registration No. 007744N) who were initiallyappointed as Statutory Auditors by the members for two years in the 10th AGM would beratified in the ensuing Annual General Meeting. The observations of the Auditors if anyand the relevant notes on the accounts are self-explanatory and therefore do not call forany further comments.
9. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
As per the provision of Section 138 of the Companies Act2013 and the rules made theirunder the Board appoints M/s Ashwani Kant & Associates as its Internal Auditor of theCompany to check the internal controls and functioning of the activities and recommendways of improvement. Internal Audit is carried out on quarterly basis the report isplaced in the Audit Committee Meeting and Board meeting for consideration and directions.
The internal financial controls with reference to financial statements as designed andimplemented by the Company. During the year under review no material or seriousobservation is received from the Internal Auditor of the Company for inefficiency and inadequacy of such controls.
10. VIGIL MECHANISM
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns of fraud &misconduct in the company has been established. The Vigil Mechanism Policy has beenuploaded on the website of the Company at www.agiinfra.comunder Investors relations/Vigil Mechanism Policy link. Further the Company has notreceived any protected disclosure as per the vigil policy framed by the board.
11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013including certain arm's length transactions under third proviso thereto is disclosed inForm No. AOC -2 annexed as Annexure-A with this report.
12. EXTRACT OF ANNUAL RETURN
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as Annexure- B .
13. MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES
Details of Managerial remuneration required pursuant to Section 197 and Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) A rule 2014 is annexedas Annexure-C
14. SECRETARIAL AUDIT REPORT
In terms of Section 204 of the Companies Act2013 and the Companies ( Appointment andRemuneration of Managerial Personnel) Rules 2014 the has appointed CS Saurabh AggarwalPracticing Company Secretary Jalandhar (CP No.16555) as a Secretarial Auditors of theCompany for the year 2015-2016. The report of the Secretarial Auditors is enclosed asAnnexure D to this report. The report is self-explanatory and do not call for any furthercomments.
15. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
The Wholly Subsidiary Company named "AGI COLD CHAIN PRIVATE LIMITED" has beenincorporated on 23rd day of June 2016.
Your Company did not accept/ hold/ any deposits from public/shareholders during theyear under review.
17. PARTICULARS OF LOAN GUARANTEE OR INVESTMENTS
The Company has not given any loan or guarantee covered under provision of Section 186of the Companies Act 2013.
18. CORPORATE GOVERNANCE CERTIFICATE
Your company practices a culture that is built on core values and ethical governancepractices and is committed to transparency in all its dealings. A Report on CorporateGovernance along with a certificate from Secretarial Auditors M/s Saurabh AggarwalPracticing Company Secretaries regarding compliance of conditions of corporate governanceas stipulated in Clause 52 of the SME Listing Agreement entered by the company with theBSE Ltd. & SEBI (LODR) Regulations 2015 is annexed to this report and forms part ofthis report.
Note: - Members' please note that SEBI vide its Notification dated September 02 2015makes the regulations known as "SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015" which shall be effective from 01st December 2015thereby replacing the "Listing Agreement" entered by the company with BSE Ltd.Hence the company was required to follow the said regulations instead of "ListingAgreement" requirements from 01st December 2015 and according to the saidregulations the company (being Listed on a SME Platform of BSE Ltd) is exempted from thecorporate Governance Requirements provided under regulations 17 to 27 and clauses (b) to(i) of sub-regulation (2) of regulation 46 and Para C D and E of Schedule V.
A detailed analysis of the Company's performance is discussed in the ManagementDiscussion and Analysis Report annexed to this report and forms part of this Report.
19. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The CSR provisions were not applicable on the company during the year under review.However keeping in view the profitability of the company for the year 2015-16 Company isunder obligation to carry out the CSR activities in the year 2016-17 for which a committeehas already been constituted on 30.05.2016.
20. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
The company does not have any subsidiary companies or joint venture companies orassociate companies during the year under review. Also there was no company which havebecome or ceased to become the subsidiaries/joint ventures/associate company (ies) duringthe year.
21. LISTING WITH STOCK EXCHANGES:
The Company is listed on SME Platform of Bombay Stock Exchange Ltd. and confirms thatit has paid the Annual Listing Fees for the financial year 2016-2017 to BSE Ltd. where theCompany's Shares are listed.
22. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
In accordance with Sexual Harassment of Women at Work place (Prevention Prohibitionand Redressal) Act 2013 and the rules framed their under the Company has framed andadopted the policy for Prevention of Sexual Harassment at Workplace. During the yearCompany has not received any complaint of harassment.
23. PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires preclearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The
Board is responsible for implementation of the Code. All Board of Directors and thedesignated employees have confirmed compliance with the Code.
24. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
As the Company is engaged in the development of Land and Construction of Flats theElectricity is the only mode of energy which is purchased from PSEB and generated throughown power generator. Every effort is made to use the natural lights while constructingFlats and also the Rain Harvesting System are implanted as a recharging well.
In order to Conserve Energy the Company has
Installed A/C drives in the lifts
Use LED lighting in the common area
Install sub-meters to check energy uses at different level.
25. Foreign exchange earnings and Outgo
During the year the total foreign exchange outgo was $ 659443.50 which was equivalentto Rs. 4 22 93 265.
Sometimes payments against sale of flats to NRI Customers are received in foreignexchange which are credited to their accounts by getting converted into Indian Rupees onthe same date.
26. HUMAN RESOURCES
Your Company treats its "human resources" as one of its most importantassets.
Your Company continuously invest in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement.
27. DIRECTORS' RESPONSIBILITY STATEMENT
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitand loss of the company for that period;
(c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) they have prepared the annual accounts on a going concern basis; and
(e) they have laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and were operating effectively.
(f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
28. OTHER DETAILS
No Change in the nature of the business of the company during the year;
No change of the name of the company during the year;
No material changes has been occurred subsequent to the close of the financialyear of the company to which the balance sheet relates and the date of the report likesettlement of tax liabilities operation of patent rights depression in market value ofinvestments institution of cases by or against the company sale/purchase of capitalassets or destruction of any assets etc;
No significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future;
Refer Corporate Governance Report for details of Audit Committee;
Refer Corporate Governance Report for details of Nomination & RemunerationCommittee; and _ Refer Corporate Governance Report for details of Remuneration Policy.
Your Directors takes this opportunity to thanks to all Government Authorities BankersShareholders Costumer Investors and other stakeholders for their assistance andco-operation to the Company. Your Director express their deep sense of appreciation andgratitude towards all employees and staff of the company and wish the management all thebest for further growth and prosperity.
Annexure- A FORM
NO. AOC -2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014.
Form for Disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub section (1) of section 188 of theCompanies Act 2013 including certain arms length transaction under third proviso thereto.
1. Details of contracts or arrangements or transactions not at Arm's length basis.
2. Details of contracts or arrangements or transactions at Arm's length basis.
3. Details of contracts or arrangements or transactions at Arm's length basis.
4. Details of contracts or arrangements or transactions at Arm's length basis.
Form shall be signed by the people who have signed the Board's Report.