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Yogi Infra Projects Ltd.

BSE: 522209 Sector: Infrastructure
NSE: N.A. ISIN Code: INE429B01011
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NSE 05:30 | 01 Jan Yogi Infra Projects Ltd
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VOLUME 116
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OPEN 3.80
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VOLUME 116
52-Week high 6.35
52-Week low 3.20
P/E
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Yogi Infra Projects Ltd. (YOGIINFRAPROJ) - Director Report

Company director report

To

The Members of

Yogi Infra Projects Limited

formerly known as Yogi Sung-Won (India) Limited

The Directors hereby present the Twenty Ninth Annual Report of Yogi Infra ProjectsLimited (Formerly known as Yogi Sung-Won (India) Limited) (hereinafter referred to as'YIPL/the Company') on the business and operations of the Company along with the AuditedFinancial Statements and Auditors' reports thereon for the financial year (hereinafterreferred to as 'FY') ended March 31 2022 (hereinafter referred to as 'year underreview').

1. Financial Results

(In Rs.)
Standalone Financial results
Particulars For the Financial Year Ended March 31 2022 For the Financial Year Ended March 31 2021
Revenue from operations - -
Other Income 1411956 2291763
Total Expenses 2706706 2562211
Exceptional Items - -
Profit/(Loss) before Tax (1294751) (270448)
(Provision for Tax) - -
Deferred Tax 482 7925
Profit/(Loss) after Tax (1295233) (278373)
Number of Shares 16845800 16845800
Earnings per Share
Basic (0.08) (0.02)
Diluted (0.08) (0.02)

Consolidated Financial Results

(In Rs.)
Particulars For the Financial Year Ended March 31 2022 For the Financial Year Ended March 31 2021
Revenue from operations - -
Other income 9897556 7185732
Total Expenses (8248609) (7232763)
Exceptional Items (156406) 3038040
Profit/(Loss) before Tax 1492541 (3085071)
(Provision for Tax) 791416 -
Deferred Tax (6933) (83149)
Profit/(Loss) after Tax 708058 (3001922)

2. Dividend:

Your Directors regret their inability to recommend any dividend for the financial yearended March 31 2022.

Further during the year under review the Company was not required to transfer anyunpaid/ unclaimed amount of dividend to Investor Education and Protection Fund(hereinafter referred to as 'lEPF').

3. Review of Operations:

The Company has not generated any revenue from its operations during the year underreview. The Company is exploring its options for entering into redevelopment projects andis focused on undertaking projects keeping in mind the ever changing customer preferencesfor residential and commercial properties.

The Company believes that the overall real estate sector is in a sustained recoveryphase and hence the Company is constantly striving towards obtaining real estate projects.

Meanwhile the Company continues to earn from its Non-operational activities.

The Management is in the process of devising a futuristic and strategic roadmap for theCompany. The Company is also keeping all operating expenses under tight control.

4. Change in the nature of business:

The Company is in the business of all kinds of infrastructure establishers/developersreal estate advisers/consultants/brokers real estate agents builders promotersdevelopers of apartments commercial buildings factory buildings hotels malls officebuildings residential flats and other civil structures and/or dealers in real estate'ssuch as land building factory sheds apartment flats hotels cinema theatres shoppingcomplex commercial premises industrial sites industrial sheds guest houses lodginghouses hotels cottages tourist bungalows commercial premises all other types of civilstructures and places of entertainment recreation and pleasure and other immovableproperties of all kinds and description and/or any interest therein and to acquire bypurchase lease or otherwise lands sites buildings or any other civil structure and tobuild shops buildings godowns hotels restaurants cinema theatres touring talkies andother structures and/or to lease Sold mortgage hypothecate or otherwise dispose of ordeal in any other way in such lands sites buildings and other structures.

Further during the year under review there has been no change in the nature ofbusiness of the Company.

5. Share Capital:

As on March 31 2022 the issued subscribed and paid-up Share capital of your Companywas ^ 168458000 comprising of 16845800 equity Shares of ^10 each.

For further details on the Share Capital kindly refer to Note 9 of notes to Accountsof the financial statements.

6. Material changes and commitments if any affecting the financial position of theCompany:

There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate to and the date of report.

7. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future:

There have been no significant and material orders passed by the regulators or courtsor tribunals impacting the going concern status and the Company's operations in future.

8. Shifting of registered office of the Company from the State of West Bengal to theState of Maharashtra:

Your Directors would like to inform you that on the basis of the approval received fromthe Shareholders of the Company the Company had filed the application for shifting of itsregistered office from the State of West Bengal to the State of Maharashtra within thejurisdiction of the Registrar of Companies Mumbai.

The Hon'ble Regional Director Eastern Region Ministry of Corporate Affairs vide itsorder dated May 11 2022 allowed the shifting of the Registered office of the Company.

The process post issuance of the order is now undertaken by the Company and is pendingbefore the Registrar of Companies.

9. Details of Subsidiaries Joint Ventures or Associate Companies:

The Company has the following Subsidiary Companies during the year under review:

Sr. No Name and Address of the Company CIN/GLN Holding/ Subsidiary/ Associate % of Shares Held Applicable Section
1. Bini Builders Private Limited Address: 23A N S Road 8th Floor Room No. 22 Kolkata - 700001 U45203WB 2004PTC09 7987 Subsidiary Company 63.82% 2(87) of the Companies Act 2013
2. Moongipa Realty Private Limited Address: 23A Netaji Subhas Road 8th Floor Room No. 22 Kolkata - 700001 U45201WB 1998PTC15 4622 Subsidiary Company 74.02% 2(87) of the Companies Act 2013

As per Rule 5 of the Companies (Accounts) Rules 2014 the details of the Subsidiariesare provided in Form AOC 1 which is annexed as Annexure A.

10. Board of Directors

(a) Changes in the composition of the Board during the year under review:

(i) In terms of the provisions of Section 152 of the Companies Act 2013 and theprovisions of the Articles of Association of the Company Mr. Basudeo Agarwal Director ofthe Company retires by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for reappointment.

(ii) Ms. Sapana Biswas resigned as Independent Director with effect from August 142021.

(iii) Ms. Saleen Francis Mothis was appointed as Woman Independent Director with effectfrom November 19 2021. Ms. Mothis resigned as Woman Independent Director with effect fromMarch 31 2022.

(b) Declaration by the Independent Directors:

The Company has received the necessary declaration from each of the IndependentDirectors under section 149(7) of the Companies Act 2013 that they meet the criteria ofIndependence laid down in Section 149(6) of the Companies Act 2013.

(c) Number of Meetings of the Board:

The Board of Directors duly met 9 (Nine) times on June 15 2021 July 10 2021 August12 2021 September 1 2021 November 12 2021 January 4 2022 February 11 2022 March11 2022 and March 31 2022 during the year under review in respect of which propernotices were given and the proceedings were properly recorded and signed in the MinutesBook maintained for the purpose.

(d) Company Policy on Director Appointment Remuneration and Annual Formal Evaluation:

The Company has in place a policy relating to Directors Appointment remuneration andother related matters under Section 178(3) of the Companies Act 2013.

Appointment and evaluation of the Independent Directors is governed by the Code forIndependent Directors provided in Schedule IV of the Companies Act 2013.

Pursuant to the provisions of the Companies Act 2013 the Independent Directors attheir meeting held on March 31 2022 have carried out annual performance evaluation of thenon- Independent Directors individually as well as of the Chairperson.

(e) Committees of the Board:

The Company has the following Committees pursuant to the provisions of the CompaniesAct 2013 read with relevant rules framed therein:

(i) Audit Committee:

The Audit Committee comprises of the following Members:

Sr. No. Name of the Members Designation
1. Mr. Dhaval M Joshi Chairperson
2. Mr. Sanjay B Agarwal Member
3. Mr. Jitendra M Dasani Member

* Ms. Sapana Biswas resigned as Chairperson with effect from August 14 2021.

* Mr. Dhaval M Joshi was appointed as the Chairperson of the Committee with effect fromSeptember 1 2021.

* Mr. Jitendra M Dasani was appointed as Member of the Committee with effect fromSeptember 1 2021.

(ii) Nomination and Remuneration Committee:

The Nomination and Remuneration Committee comprises of the following Members:

Sr. No. Name of the Members Designation
1. Mr. Jitendra M Dasani Chairperson
2. Mr. Basudeo Agarwal Member
3. Mr. Dhaval M Joshi Member

* Ms. Sapana Biswas resigned as Chairperson with effect from August 14 2021.

* Mr. Jitendra M Dasani was appointed as the Chairperson of the Committee with effectfrom September 1 2021.

* Mr. Basudeo Agarwal was appointed as the Member of the Committee with effect fromSeptember 1 2021.

(iii) Stakeholders Relationship Committee:

The Stakeholder Relationship Committee comprises of the following Members:

Sr. No. Name of the Members Designation
1 Mr. Basudeo K Agarwal Chairperson
2 Mr. Sanjay B Agarwal Member
3 Mr. Dhaval M Joshi Member

(f) Vigil Mechanism/ Whistle Blower Policy:

The Company has duly adopted a Whistle Blower Policy as a part of the Vigil Mechanismfor the Employees to report genuine concerns or grievances to the Chairperson of the AuditCommittee or the Ombudsman and take steps to resolve the issues amicably. The policy canbe accessed from the website of the Company at the following link:

http://www.yogiinfraprojects.co.in/Policies/3.%20Vigil%20Mechanism%20&

%20Whistleblower%20Policy.pdf

(g) Directors' Responsibility Statement:

In pursuance of Section 134 (3) (c) and (5) of the Companies Act 2013 the Directorshereby confirm that:

(i) in the preparation of the annual accounts for the year ended March 31 2022 theapplicable accounting standards read with the requirement set out under Schedule III tothe Act had been followed and there are no material departures from the same;

(ii) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;

(iii) the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors had prepared the annual accounts on a going concern basis; and

(v) the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

(vi) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

11. Disclosure on compliance with Secretarial Standards:

The Directors have devised proper systems to ensure compliance with the provisions ofall applicable Secretarial Standards and such systems are adequate and operatingeffectively.

12. Key Managerial Personnel:

The following changes took place in the Key Managerial Personnel during the year underreview:

(a) Ms. Charmi S Jobalia was appointed as Company Secretary & Compliance Officer ofthe Company with effect from July 10 2021.

(b) Ms. Charmi S Jobalia resigned as Company Secretary & Compliance Officer of theCompany with effect from January 4 2022.

(c) Ms. Mitti Mitesh Jain was appointed as Company Secretary & Compliance Officerof the Company with effect from March 11 2022.

13. Auditors:

(a) Appointment of Statutory Auditors:

Sarda Soni Associates LLP Chartered Accountants Mumbai (ICAI Firm RegistrationNumber: 117235W) are appointed as Statutory Auditors of the Company upto the ensuingAnnual General Meeting i.e. for the Annual General Meeting to be held for Financial year2024.

Sarda Soni Associates LLP Chartered Accountants Mumbai (ICAI Firm RegistrationNumber: 117235W) have given their written consent and eligibility to act as the StatutoryAuditors of your Company and have confirmed that the said appointment would be inconformity with the provisions of Section 139 and Section 141 of the Companies Act 2013read with the Companies (Audit and Auditor) Rules 2014.

(b) Auditors' Report:

The report issued by the Statutory Auditors on the Financial Statements of the Companyfor the financial year ended March 31 2022 forms part of this Annual report. There areno qualifications reservations or adverse remarks made by the Statutory Auditors in theirreport.

(c) Details in respect of Frauds Reported by the Auditors under sub section (12) ofSection 143 other than those reportable to the Central Government:

No fraud was reported by the Auditors to the Audit Committee or the Board during theyear under review.

13. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board ofDirectors appointed KNK & Co LLP Company Secretaries in Practice (hereinafterreferred to as 'KNK & Co LLP') having firm registration number L2018MH002800 toundertake Secretarial Audit of the Company for financial year 2021-22.

The Secretarial Audit Report submitted by KNK & Co LLP is furnished as 'AnnexureB' and forms an integral part of this report.

The Secretarial Audit report contains the following qualifications:

(1) The Company has not complied with the provisions of Section 203(4) of the CompaniesAct 2013 pertaining to appointment of Whole-time Company Secretary during the year underreview;

(2) The Company did not have a compliance officer from April 2021 to July 2021 &January 2022 to March 2022 as required to be appointed under Regulation 6 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

Management response for Qualification 1 & 2:

The Company would like to state that the Company had taken numerous interviews andplaced advertisements on various placement portals for recruiting a Company Secretary. Acandidate was shortlisted and an appointment letter was given to her as well. However atthe last moment the candidate refused to join the Company. Post that due to the lockdownimposed by the Government of India we couldn't appoint any Company Secretary. We couldonly appoint a Company Secretary in the Month of July 2021 once the lockdown was liftedpartially. As soon as it was practical the Company appointed a Company Secretary.

The Company would further like to state that for the period January 2022 to March 2022the Company appointed a Company Secretary as soon as it found the right candidate forappointment.

Your Directors further wish to state that the Company henceforth shall ensure that aCompany Secretary is appointed during the notice period of the resigning CompanySecretary.

14. Deposits:

The Company has neither invited nor accepted any deposits during the year under review.Accordingly no amount of principal or interest related thereto was outstanding as onMarch 31 2022.

15. Particulars of Loans Guarantees or Investments:

The details of Investments made and loans given are provided in Note No. 5 & 7 ofthe Standalone Financial Statements respectively which forms part of the Annual Report.

Further during the financial year ended March 31 2021 the Company has provided aguarantee to one of its subsidiary Companies namely Bini Builders Private Limited(hereinafter referred to as 'BBPL') by pledging its Shareholding in the BBPL towardsissuance of Non-Convertible Debentures issued by the BBPL.

16. Extract of Annual Return:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act the Annual Return ason March 31 2022 is available on the Company's website and may be accessed at thefollowing web link

http://www.yogiinfraprojects.co.in/.

17. Particulars of contracts or arrangements with related parties:

There were no materially significant related party transactions entered by the Companywith its Promoters Directors Key Managerial Personnel or other designated persons whichmay have a potential conflict with the interest of the Company at large.

18. Corporate Social Responsibility

The provisions of Section 135 with respect to Corporate Social Responsibility were notapplicable to the Company during the year under review.

The Company was also not required to develop or adopt any policy on Corporate SocialResponsibility during the year under review.

19. Internal Control System and their adequacy:

The Company has duly established and maintained its internal controls and proceduresfor the financial reporting and evaluated the effectiveness of Internal Control Systems.The internal control systems are commensurate with the size scale and complexity of itsoperations.

20. Internal & Concurrent audit:

The Company conducts its Internal and Statutory audit within the parameters ofregulatory framework which is well commensurate with the size scale and complexity of itsoperations.

The Internal Auditors monitor the efficiency and effectiveness of the internal controlsystems in the Company. Significant audit observations and corrective actions there on arepresented to the Audit Committee.

21. Statement on remuneration of employees of the Company:

The Company has one Executive Director who is the Managing Director of the Company.

(a) The particulars of the employees who are covered by the provisions contained inRule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are:

Employed throughout the year Nil
Employed for part of the year Nil

(b) The remuneration paid to all key management personnel was in accordance withremuneration policy adopted by the Company.

In terms of Section 136 of the Act the reports and accounts are being sent to themembers and others entitled thereto excluding the information on employees' particularswhich is available for inspection by the members at the Registered office of the Companyduring business hours on working days of the Company up to the date of ensuing AnnualGeneral Meeting. If any member is interested in inspecting the same such member may writeto the Company Secretary in advance.

None of the employees hold (by himself/herself or along with his spouse and dependentchildren) more than two percent of the Equity Shares of the Company.

22. Disclosures as per the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013

The Company has adopted a Policy on prevention prohibition and Redressal of Sexualharassment at workplace in line with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and the Rules there under forprevention and Redressal of complaints of sexual harassment at workplace.

The following is a summary of Sexual Harassment complaints received and disposed offduring the year under review:

No. of cases as on April 1 2021 No. of cases received during the year No. of cases Disposed during the year No. of cases pending as on March 31 2022
NIL NIL NIL NIL

23. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo:

The detail of conservation of Energy Technology Absorption and Foreign Exchangeearnings and outgo is annexed as 'Annexure C'.

24. Code of conduct:

The Board of Directors has approved a policy on Code of Conduct which is applicable tothe Board of Directors and Senior Management Personnel of the Company. It is confirmedthat all Directors and Senior Management Personnel have affirmed their adherence to theprovisions of the Code of Conduct during the year under review.

The code of conduct policy of the Company can be accessed at http://www.yogiinfraprojects.co.in/Policies/2.Code%20of%20Conduct%20policy%2Qof%20the%20Company.pdf

25. Acknowledgements:

Your Directors acknowledge with gratitude the help and support received from itsShareholders Bankers Customers Exchanges and Regulators and hope to continue to getsuch support in times to come.

Your Directors also wish to place on record their appreciation for the contributionmade by employees at all levels.

By the order of the Board of Directors
For Yogi Infra Projects Limited
Sanjay Agarwal Basudeo Agarwal
Mumbai Managing Director Director
August 5 2022 DIN: 00462902 DIN:00462889

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