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AGI Infra Ltd.

BSE: 539042 Sector: Infrastructure
NSE: N.A. ISIN Code: INE976R01017
BSE 00:00 | 26 Apr 115.55 -5.40
(-4.46%)
OPEN

122.00

HIGH

126.95

LOW

114.95

NSE 05:30 | 01 Jan AGI Infra Ltd
OPEN 122.00
PREVIOUS CLOSE 120.95
VOLUME 53681
52-Week high 214.95
52-Week low 110.05
P/E 8.02
Mkt Cap.(Rs cr) 118
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 122.00
CLOSE 120.95
VOLUME 53681
52-Week high 214.95
52-Week low 110.05
P/E 8.02
Mkt Cap.(Rs cr) 118
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

AGI Infra Ltd. (AGIINFRA) - Director Report

Company director report

TO THE MEMBERS

To

The Members

Your Directors have pleasure in presenting their 12th Annual Report on the business andoperations of the

Company and the accounts for the Financial Year ended March 31 2017.

1. FINANCIALSUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY (STANDALONE ANDCONSOLIDATED)

The Board's Report shall be prepared based on the stand alone financial statements ofthe company.

(Rs. In Lacs)
Standalone Consolidated
Particulars 2016-17 2015-16 2016-17 2015-16
Gross Income 14638.04 6097.17 14638.04 6097.17
Profit Before Interest and 1711.68 1280.07 1711.68 1280.07
Depreciation
Finance Charges 650.95 539.63 650.95 539.63
Gross Profit 1060.73 740.44 1060.73 740.44
Provision for Depreciation 248.30 159.07 248.30 159.07
Net Profit Before Tax 812.43 581.37 812.43 581.37
Provision for Tax 268.88 191.35 268.88 191.35
Net Profit After Tax 543.55 390.00 543.55 390.00

2. BUSINESS PERFORMANCE a) Revenue from operation Standalone:

Your Company has total income during the period under review was Rs.14596 lacs ascompared to Rs. 6059 lacs in the previous year registering an increase of 140 % over theprevious year.

Consolidated:

Your Company has total income during the period under review was Rs.14596 lacs ascompared to Rs. 6059 lacs in the previous year registering an increase of 140 % over theprevious year.

b) Profits:

Standalone: The Profit before tax for the year 2016-17 was Rs. 812 lacs as againstRs.581 lacs in the previous year. Profit after tax in the previous year stood Rs.544 lacsas against Rs.390 Lacs in the previous year.

Consolidated: The Profit before tax for the year 2016-17 was Rs. 812 lacs as againstRs.581lacs in the previous year. Profit after tax in the previous year stood Rs.544 lacsas against Rs.390 lacs in the previous year.

3. DIVIDEND

Keeping in view the future growth to conserve resources the Directors do notrecommend any dividend for the

year ended March 31 2017.

4. RESERVES

As per section 134 (3) (j) of the Companies Act 2013 The Company does not transferany amount to specific reserves during F.Y. 2016-17.

5. SHARE CAPITAL

The paid up equity capital as on March 31 2017 was Rs.102167200. During the yearunder review the Company has neither issued bonus shares nor issued shares withdifferential voting rights nor granted stock options nor sweat equity and nor opted buyback of its own securities.

6. DIRECTORS

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.

B. BOARD EVALUATION

Pursuant to the applicable provisions of the Act and the Listing Regulations The Boardhas carried out an Annual Evaluation of its own performance performance of the Directorsand the working of its Committees on the evaluation criteria defined by Nomination andRemuneration Committee (NRC) of performance processl evaluation process of the Board itsCommittees and Directors.

The Board functioning was evaluated on various aspects including inter-alia thestructure of the Board meeting of the Board functions of the Board degree of fulfilmentof key responsibilities establishment and delineation of responsibilities of variousCommittees effectiveness of Board process information and functioning.

The Committees of the Board were assessed on the degree of fulfilment of keyresponsibilities adequacy of Committee composition and effectiveness of Meetings. TheDirectors were evaluated on aspects such as attendance contribution at Board/CommitteeMeetings and guidance/ support to the Management outside Board/ Committee Meetings.

The performance assessment of Non-Independent Directors Board as a whole and theChairman were evaluated in a separate meeting of Independent Directors. The same was alsodiscussed in the meetings of NRC and the Board. Performance evaluation of IndependentDirectors was done by the entire Board excluding the Independent Director beingevaluated.

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 17 of Listing Agreement.

7. BOARD MEETINGS

The Board of Directors of the Company met 10 (Ten) times during the financial year2016-17 i.e 11.04.2016 30.05.2016 18.06.2016 20.07.2016 27.08.2016 30.08.201603.10.2016 14.11.2016 30.12.2016 and 30.03.2017.The Details of above mentioned BoardMeetings are also provided in Corporate Governance Report annexed herewith.The interveninggap between the Meetings was within the period prescribed under the Companies Act 2013.

8. AUDITORS AND AUDITOR'S REPORT

M/s H.S Makkar and Associates Chartered Accountants having Firm RegistrationNo.016971N be and hereby appointed as the Auditors of the Company in place of theretiring auditors M/s R.S Kalra & Associates Chartered Accountants for a period offive years to hold the office from the conclusion of this Annual General Meeting till theconclusion of the 17th Annual General Meeting of the to be held in 2022 to examine andaudit the accounts of the Company at such remuneration as may be mutually agreed betweenthe Board of Directors and the Auditors. The observations of the Auditors if any therelevant notes on the accounts are self-explanatory and therefore do not call for anyfurther 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.com under Investors relations/VigilMechanism Policy link. Further the Company has not received any protected disclosure asper 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-B with this report.

12. EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) oftheCompaniesAct2013 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- C .

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 rule 2014 is annexed asAnnexure-D.

14. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Companies Act 2013 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 2016-17. The report of the Secretarial Auditors is enclosed asAnnexure -E 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 company has issued Secured Redeemable Non Convertible Debenture on privateplacement basis as on 29.04.2017 and there has been no other material change andcommitment affecting the financial performance of the Company which occurred between theend of the financial year of the Company to which the financial statements relate and thedate of this Report.

16. DEPOSITS

Your Company did not accept/ hold/ any deposits from public/shareholders during theyear under review.

17. PARTICULARSOF 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 is annexed to this report and forms part of this report.

Note: - Members' please note that as per "SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015" the company(being Listed on a SMEPlatform of BSE Ltd) is exempted from the corporate Governance Requirements provided underregulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 andPara C D and E of Schedule V. Hence no certificate has been attached regardingcompliances of conditions of corporate governance however the company is complying withthe corporate governance requirements as applicable to it under the Companies Act 2013.

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 Annual Report on CSR activities in terms of the requirements of Companies(Corporate Social Responsibility Policy) Rules 2014 is annexed as Annexure - F whichforms part of this Report.

20. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The company has one wholly subsidiary named "AGI Cold Chain Private Limited"which was incorporated on June 23 2016 and its main objectives are 1. To carry on thebusiness of set up the Chain cold storage and carrying on the business of storingtrading dealing distributing of vegetables fruits and dry fruits etc. 2. To carrying onbusiness of leasing or renting the Cold chain facility.The Wholly Subsidiary Company has anet loss of Rs. 3 90895.50 during the financial year 2016-17.The company does not haveany joint venture companies or associates companies during the period under review. Alsothere was no company which has ceased to become the subsidiaries/joint ventures/ associatecompany (ies) during the 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 2017-18 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 regulatetrading in securities by the Directors and designated employees of the Company.The Code requires preclearance for dealing in the Company's shares and prohibits thepurchase or sale of Company shares by the Directors and the designated employees while inpossession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All Board of Directors and the designated employees haveconfirmed 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.

Keeping in view the cost of electricity accelerating every year the company hasproposed to set up a roof top solar power generation in the project developed by theCompany. It will save a huge amount on account of electric consumption.

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 on account of imports made from China. Sometimes payments againstsale of flats to NRI Customers are received through Banking Channel which is credited totheir accounts by getting converted into Indian Rupees on the same date.

26. HUMANRESOURCES

Your Company treats its "human resources" as one of its most importantassets. Your Company continuously invests in attraction retention and development oftalent on an ongoing basis. A number of programs that provide focused people attention arecurrently underway. Your Company thrust is on the promotion of talent internally throughjob rotation 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

(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 financial year ofthe company to which the balance sheet relates and the date of the report like settlementof tax liabilities operation of patent rights depression in market value of investmentsinstitution of cases by oragainst the company sale/purchase of capital assets ordestruction of any assets etc; No significant and material orders passed by the regulatorsor courts or tribunals impacting the going concern status and company's operations infuture; Refer Corporate Governance Report for details of Audit Committee; Refer CorporateGovernance Report for details of Nomination & Remuneration Committee; and ReferCorporate Governance Report for details of Remuneration Policy.

28. ACKNOWLEDGEMENTS

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 expresses their deep sense of appreciation andgratitude towards all employees and staff of the company and wishes the management all thebest for further growth and prosperity. For and on behalf of the Board of Directors Forand on behalf of the Board of Directors.

For and on behalf of the Board of Directors For and on behalf of the Board of Directors
AGI INFRA LIMITED AGI INFRA LIMITED
Sukhdev Singh Salwinderjit Kaur
Managing Director WholeTime Director
DIN: 01202727 DIN: 00798804
Place:Jalandhar
Date: 23.08.2017