You are here » Home » Companies » Company Overview » AGI Infra Ltd

AGI Infra Ltd.

BSE: 539042 Sector: Infrastructure
NSE: N.A. ISIN Code: INE976R01017
BSE 00:00 | 16 May 261.35 0.80
(0.31%)
OPEN

267.00

HIGH

267.00

LOW

260.00

NSE 05:30 | 01 Jan AGI Infra Ltd
OPEN 267.00
PREVIOUS CLOSE 260.55
VOLUME 887
52-Week high 297.70
52-Week low 69.00
P/E 11.01
Mkt Cap.(Rs cr) 319
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 267.00
CLOSE 260.55
VOLUME 887
52-Week high 297.70
52-Week low 69.00
P/E 11.01
Mkt Cap.(Rs cr) 319
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

Dear Members

Your Directors have pleasure in presenting their 16th Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2021.

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

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

(Rs. in lacs)

Standalone Consolidated
Particulars 2020-21 2019-20 2020-21 2019-20
Gross Income 11259.51 9304.12 11259.51 9304.12
Profit Before Interest and Depreciation 3461.20 3506.05 3461.10 3505.94
Finance Charges 1030.90 1257.14 1030.90 1257.14
Profit Before Depreciation 2430.30 2248.91 2430.20 2248.80
Depreciation 414.69 427.40 414.69 427.40
Net Profit Before Tax 2015.61 1821.51 2015.51 1821.40
Provision for Tax 323.35 316.05 323.35 316.05
Net Profit After Tax 1692.26 1505.46 1692.16 1505.34

2. BUSINESS PERFORMANCE

a) Revenue from operation Standalone:

Your Company has total income during the period under review was Rs. 11259.51 Lacs ascompared to Rs. 9304.12 Lacs in the previous year registering an increase of 21.02 % overthe previous year.

 

Consolidated:

Your Company has total income during the period under review was Rs. 11259.51 Lakhs ascompared to Rs. 9304.12 Lacs in the previous year registering a increase of 21.02 % overthe previous year.

b) Profits:

Standalone: The Profit before tax for the year 2020-21 was Rs. 2015.61 Lakhs asagainst Rs. 1821.51 Lacs in the previous year. Profit after tax in the current year stoodRs. 1692.26 Lakhs as against Rs.1505.46 Lacs in the previous year.

 

Consolidated: The Profit before tax for the year 2020-21 was Rs. 2015.51 Lakhs asagainst Rs. 1821.40 Lacs in the previous year Profit after tax in the previous year stoodRs. 1692.16 Lakhs as against Rs. 1505.34 Lacs in the previous year.

3. DIVIDEND

During the year 2020-21 the Company has paid a total dividend (by way of interimdividend) of Rs. 6108360/- @ 0.50 paisa per share on 12216720 equity shares of Rs.10/-each fully paid up. The interim dividend be treated as final dividend for the year2020-21.

4. RESERVES

The Company proposes to transfer an amount of Rs. 1213.08 Lacs to general reserves.

5. SHARE CAPITAL

The Authorised Share Capital of the Company is Rs. 15 00 00000/- (Rupees FifteenCrore) divided into 1 50 00000 (One Crore Fifty Lac) Equity shares of Rs. 10/-. TheAuthorised Share Capital of the Company has been increased from Rs. 120000000/- (RupeesTwelve Crore) divided into 12000000/- (One Crore Twenty Lac) Equity shares of Rs. 10/-.to Rs. 150000000/- (Rupees Fifteen Crore) divided into 15000000 (One Crore Fifty Lac)Equity shares of Rs. 10/- as on 24.09.2020 in 15th Annual General Meeting.

The paid up equity capital as on March 31 2021 was Rs 122167200/-. During theFinancial year the paid up share capital of the Company is increased from Rs10 2167200/- (Rupees Ten Crores Twenty One Lakh Sixty Seven Thousand and Two Hundred Only)divided into 10216720 ( One Crore Two Lakh Sixteen Thousand Seven Hundred and Twenty)Equity shares of Rs.10 each to 122167200/- (Rupees Twelve Lakh Twenty One Lakh SixtySeven Thousand and Two Hundred Only ) divided into 12216720 (One Crore Twenty Two LakhSixteen Thousand Seven Hundred and Twenty) equity shares of Rs.10 each.

The Paid-up share capital increase due to issue and allotment of equity shares onPreferential basis of 2000000 (Twenty Lakh) Equity Shares of face value of Rs.10 each ata price of Rs.53/- (including premium of Rs. 43/- per equity share) aggregating to Rs.10.60 Crores on 23.11.2020. The capital was raised with an object to meet the workingcapital requirements repayment of loans and for general corporate purposes. The same wasutilized as per the objects of the issue .

During the year under review the Company has neither issued bonus shares nor issuedshares with differential voting rights nor granted stock options nor sweat equity and noropted buy back of its own securities.

6. DIRECTORS

In accordance with the provisions of section149 152 and other applicable provisions ofthe Companies Act 2013 one third of the of Directors as are liable to retire byrotation shall retire every year and if eligible offer themselves for re-appointment atevery AGM. Consequently Mr. Anuj Rai Bansal Non executive Director will retire byrotation at the ensuring Annual General Meeting and being eligible offer himself forre-appointment. The Board recommends their re-appointment for the consideration of Membersof the Company at the ensuring Annual General Meeting. A brief resume of the Directorproposed to be re-appointed.

The Board of Directors at its Meeting held on November 28 2020 appointed Mr. ParmodKumar Sharma (DIN: 06430363) as an Additional Director of the Companypursuant to Section 161(1) of the Companies Act 2013 in the capacity of Non-ExecutiveIndependent Director with effect from November 282020. Mr. Parmod Kumar Sharma holdsoffice up to the date of the ensuing Annual General Meeting

The Board Recommends his appointment as Non-Executive Independent Director and feelthat his induction would further enrich the functioning of Board of Directors.

7. Key Managerial Personnel

The following are the Key Managerial Personnel of the Company:

S.NO NAME OF THE PERSONS DESIGNATION
1. Mr. Sukhdev Singh Khinda Managing Director
2. Mrs. Salwinderjit Kaur Whole Time Director
3. Mr. Balvinder Singh Sandha Chief Financial Officer
4. Ms. Aarti Mahajan Company Secretary and Compliance Officer

Mrs. Baby Sharma has resigned from the post of Chief Financial Officer as on 02.02.2021and Mr. Balvinder Singh Sandha is appointed as Chief Financial Officer w.e.f 03.02.2021.

8. BOARD MEETINGS

The Board of Directors of the Company met 10 (Ten) times during the financial year2020-21 i.e July 22 2020 August 292020 October 01 2020 November 10 2020 November23 2020 November 28 2020 December 23 2020 February 02 2021 February 13 2021 andMarch 15 2021 The Details of above mentioned Board Meetings are also provided inCorporate Governance Report annexed herewith.The intervening gap between theMeetings was within the period prescribed under the Companies Act 2013.

9. COMMITTEES OF THE BOARD

The Board of Directors have following committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder Relationship Committee

4. Corporate Social Responsibility Committee

10. 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 process 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.

11. 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 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations201

12. CONSOLIDATED ACCOUNTS

The consolidated Financial Statements of the Company are prepared in accordance withthe relevant Indian Accounting Standards issued by the Institute of Chartered Accountantsof India and forms an integral part of this Report.

Pursuant to section 129(3) of the Companies Act 2013read with Rule 5 of the Companies(Accounts) Rules 2014 a statement containing salient features of the financial statementsof subsidiaries is given in form AOC- 1 as Annexure-A and forms an integral part of thisreport.

13. AUDITORS AND AUDITOR'S REPORT

At the 12th Annual General Meeting held on September 20 2017 membersappointed M/s. H.S Makkar & Co. Chartered Accountants (Firm Registration No.016971N)as Statutory Auditors of the Company for a period of 5 years from the conclusion of the 12thAnnual General Meeting until the conclusion of the 17th Annual General Meeting.

The Statutory Auditors expressed an unmodified opinion in the audit reports in respectof the audited financial statements for the financial year ended March 31 2021. There areno qualifications or adverse remarks in the Statutory Auditors' Reports which require anyexplanation from the Board of Directors.

As per the provision of section 40 of the Companies (Amendment) Act 2017 there is norequirement for the ratification of appointment of statutory auditors of the Company atevery AGM of the Company and therefore it is not required to ratify the appointment everyyear.

14. SECRETARIAL AUDITOR

In terms of Section 204 of the Companies Act2013 and the Companies ( Appointment andRemuneration of Managerial Personnel) Rules 2014 the has appointed M/s Khanna Karan& Co Practicing Company Secretaries Jalandhar (CP No.38842 and M.No. 15871) as aSecretarial Auditors of the Company . The report of the Secretarial Auditors is enclosedas Annexure -E to this report. The Secretarial Audit Report for the financial year ended31st March 2021 contains qualification and clarification by the Board are as follow:

Observation: The Company has Non- compliance with the requirements pertaining tothe composition of the Board Regulation 17(1) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. There is requirement of six directors as per Regulation17(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 for Top2000 listed entities and Company is covered under Top 2000 w.e.f 01.04.2020. The Companyhas complied this requirement by appointing sixth director on 28.11.2020.

Clarification: The Company has complied this requirement by appointing sixthdirector on 28.11.2020. The Company had sent the written representation to the BSE for thewaiver of fine both the cases i.e for the quarter September 2020 and December 2020. TheCompany has received an email dated 13.08.2021 from BSE for the grant of waiver of finefor the quarter September 2020. But the BSE has intimated that they had not waived off thefine for the quarter ended December 2020 vide email dated 03.08.2021 and the Company hadpaid the fine on 04.08.2021.

15. COST AUDITOR

Pursuant to the provisions of Section 148 of the Companies Act 2013 read withnotifications/ circulars issued by the Ministry of Corporate Affairs from time to time andas per the recommendation of the Audit Committee the Board of Directors at their meetingheld on June 26 2021 appointed M/s Khushwinder Kumar & Co Cost Accountants(Registration No.100123) as the Cost Auditors of the Company for Financial Year 2021-22.The Cost Audit Report for the Financial year ended 31st March 2021 due to befiled with the Ministry of Corporate Affairs on or before the September 2021 and the costaudit report for the Financial Year ended 31st March 2021 was duly filedwithin the dates extended by MCA as Covid relaxation.

16. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

As per the provision of Section 138 of the Companies Act 2013 and the rules made theirunder the Board appoints M/s. Ashwani Kant & Associates Chartered AccountantJalandhar as Internal Auditor of the Company to check the internal controls andfunctioning of the activities and recommend ways of improvement. Internal Audit is carriedout on quarterly basis; the report is placed in the Audit Committee Meeting and Boardmeeting 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.

17. 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 Investorsrelations/Vigil Mechanism Policy link. Further the Company has not received any protecteddisclosure as per the vigil policy framed by the board.

18. 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 .

19. 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:

There has been no material change and commitment affecting the financial performanceof the Company which occurred between the end of the financial year of the Company towhich the financial statements relate and the date of this Report.

20. ACCEPTANCE OF DEPOSITS

The Company has not accepted deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014.

21. PARTICULARSOF LOAN GUARANTEE OR INVESTMENTS

Details of Loan Guarantees and investments covered under the provisions of section 186of the Companies Act 2013 are given in the notes to Financial Statements whereverapplicable.

22. 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 in FormNo. AOC -2 annexed as Annexure-B with this report.

23. LISTING WITH STOCK EXCHANGES:

The Equity shares of the Company are listed on the BSE Ltd.

24. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI. The report on CorporateGovernance as stipulated under SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 forms part of the Annual Report.

25. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has a Corporate Social Responsibility (CSR) Policy in place and the samecan be accessed at http://www.agiinfra.com The details about committee composition andterms of reference of committee are given in Corporate Governance Report and formsintegral part of this report. A 'CSR Report' on activities undertaken by the Company andamount spent on them is attached as ANNEXURE 'F' to this report.

26. 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 hasa net loss of Rs.10620/- during the financial year 2020-21. The company does not have anyjoint venture companies or associate's companies during the period under review. Alsothere was no company which has ceased to become the subsidiaries/joint ventures/ associatecompany (ies) during the year.

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. 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 as Annexure-D

29. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

As the Company is engaged in the development of Group Housing the Electricity is theonly mode of energy which is purchased from PSEB and generated through own powergenerator. Every effort is made to use the most economic mode of supply which saves theconsiderable power.

• Flats are so designed which have ample source of natural light which minimizesthe consumption of electricity.

• Installed A/C drives in the lifts

• Use LED lighting in the common area as well as in flats.

• Install sub-meters to check energy uses at different level.

Keeping in view the cost of electricity accelerating every year the company has set upa roof top solar power generation in the project developed by the Company. It saves a hugeamount on account of electric consumption. It is an Inexhaustible and renewable source ofenergy.

Other than these measures many more measures are being taken like provision of dualplumbing which saves considerable ground water and electricity.

30. Foreign exchange earnings and Outgo

During the year the total foreign exchange out go was $ 539468 which was equivalent toRs. 39607059/- on account of imports made from China. Sometimes payments against saleof flats to NRI Customers are received through Banking Channel which is credited to theiraccounts by getting converted into Indian Rupees on the same date which is equivalent toRs.15181583/-

31. Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).

32. Management Discussion and Analysis Report

The Management Discussion and Analysis Report as required under regulation 34(3) readwith Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is presented in the separate section forming part of this Annual Report.

33. Human Resources and Industrial Relations

The Company takes pride in the commitment competence and dedication of its employeesin all areas of the business. The Company has a structured induction process at alllocations and management development programs to upgrade skills of managers. Objectiveappraisal systems based on key result areas (KRAs) are in place for senior managementstaff. The Company is committed to nurturing enhancing and retaining its top talentthrough superior learning and organizational development. This is a part of our CorporateHR function and is a critical pillar to support the organization's growth and itssustainability in the long run.

34. RISK MANAGEMENT

Business risk evaluation and management is an ongoing process within the Company. TheAssessment is periodically examined by the Board. The management of the Company hasidentified some of the major areas of concern having inherent risk viz. FinancialCommodity Price Regulatory Human Resource Interest rate Risks. The processes relatingto minimizing the above risks have already been put in place at different levels ofmanagement. The management of the Company reviews the risk management processes andimplementation of risk mitigation plans. The processes are continuously improved.

35. PREVENTION OF INSIDER TRADING:

On December 31 2018 Securities and Exchange Board of India amended the Prohibition ofInsider Trading Regulations 2015 prescribing various new requirements with effect fromApril 1 2019. In line with the amendments your Company has adopted an amended Code ofConduct to regulate monitor and report trading by Designated Persons and their ImmediateRelatives under the Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations 2015. This Code of Conduct also includes code of practices andprocedures for fair disclosure of unpublished price sensitive information which has beenmade available on the Company's website at www.agiinfra.com.

36. Cautionary Statement

Statement in this Management's Discussion and Analysis detailing the Company'sobjectives projections estimates expectations or predictions are "forward lookingstatements" within the meaning of applicable securities laws and regulations. Actualresults could differ materially from those expressed or implied. Important factors thatcould make a difference to the Company's operations include global and Indiandemand-supply conditions finished goods prices cyclical demand and pricing in theCompany's principal markets changes in Government regulations tax regimes economicdevelopments in India and other factors such as litigation and labor negotiations.

37. 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.

38. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDPARTICULARS OF EMPLOYEES

The statement containing the details required under Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 as amended by Companies (Appointment andRemuneration of Managerial Personnel) Amendment Rules 2016 is attached as 'Annexure F'which forms part of this Report.

39. 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 For and on behalf of the Board of Directors
AGI INFRA LIMITED AGI INFRA LIMITED
Sd- Sd-
Sukhdev Singh Khinda SalwinderjitKaur
Managing Director Whole Time Director
DIN:01202727 DIN:00798804
Place: Jalandhar
Date:-31.08.2021

 

.