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Yogi Infra Projects Ltd.

BSE: 522209 Sector: Infrastructure
NSE: N.A. ISIN Code: INE429B01011
BSE 00:00 | 23 Jul 4.34 0.12
(2.84%)
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NSE 05:30 | 01 Jan Yogi Infra Projects Ltd
OPEN 4.04
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VOLUME 3707
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OPEN 4.04
CLOSE 4.22
VOLUME 3707
52-Week high 5.79
52-Week low 1.87
P/E
Mkt Cap.(Rs cr) 7
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

The Directors hereby present the Twenty Seventh Annual Report of Yogi Infra ProjectsLimited (/ormerly 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 2020 (hereinafter referred to as 'year underreview').

1. Financial Results

Standalone Financial Results

Particulars For the Financial Year Ended March 31 2020 For the Financial Year Ended March 31 2019
Total Revenue 3066329 4493286
Total Expenses 3231625 4339080
Exceptional Items (34323) 125715
Profit/(Loss) before Tax (130973) 28491
(Provision for Tax) - 40051
Deferred Tax (139) (8770)
Profit/(Loss) after Tax (131112) (2790)

Consolidated Financial Results

Particulars For the Financial Year Ended March 31 2020 For the Financial Year Ended March 31 2019
Total Revenue 8299910 11347057
Total Expenses 8134326 9873201
Exceptional Items (184881) (263725)
Profit/(Loss) before Tax (19297) 1210131
(Provision for Tax) - 72221
Deferred Tax (28168) (74603)
Profit/(Loss) after Tax 8871 1212513

2. Dividend:

Your Directors regret their inability to recommend any dividend for the financial yearended March 31 2020.

The Company was not required to transfer any unpaid/ unclaimed amount of dividend toIEPF during the year under review.

3. Review of Operations:

The Company at present is facing adverse market conditions owing to the sector in whichoperate. The overall real estate sector has been reeling under the impact of variousregulatory reforms and real estate regulations. A sustained recovery in the sector isexpected in the coming years. The Company is constantly striving towards obtaining furtherinfrastructure contracts.

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:

(a) Buy Back of Securities:

The Company has not bought back any of its securities during the year under review.

(b) Sweat Equity:

The Company has not issued any Sweat Equity Shares during the year under review.

(c) Bonus Shares:

The Company has not issued any bonus Shares during the year under review.

(d) Employee Stock Option:

The Company has not provided any Stock Options to the employees during the year underreview.

As on March 31 2020 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. 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.

9. Board of Directors

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

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

(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 7 (Seven) times on May 30 2019 August 14 2019September 5 2019 November 14 2019 December 13 2019 February 14 2020 and March 182020 during the year under review in respect of which proper notices were given and theproceedings were properly recorded and signed in the Minutes Book maintained for thepurpose.

(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 23 2020 have carried out annual performance evaluation of thenon- Independent Directors individually as well as of the Chairman.

(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. Ms. Sapana B Biswas Chairperson
2. Mr. Sanjay B Agarwal Member
3. Mr. Dhaval M Joshi Member

(ii) Nomination and Remuneration Committee:

The Nomination and Remuneration Committee comprises of the following Members:

Sr. No. Name of the Members Designation
1. Ms. Sapana Bikash Biswas Chairman
2. Mr. Dhaval Joshi Member
3. Mr. Jitendra M Dasani Member

(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 Chairman
Sr. No. Name of the Members Designation
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 Chairman of the AuditCommittee or the Ombudsman and take steps to resolve the issues amicably. The policy canbe accessed from the website of the Company athttp://www.yogiinfraproiects.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 the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(ii) the Directors had selected such accounting policies and applied them consistentlyand made iudgments 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 devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

10. 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.

11. Key Managerial Personnel:

There were no changes in the Key Managerial Personnel of the Company during the yearunder review.

12. 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 Auditors' Report on the Financial Statements of the Company for the financial yearended March 31 2020 has the following qualification:

(i) Outcome of the proceedings pending before the Income Tax Appellate Tribunal:

a) Note (n) to the financial statements which describes the uncertainty related to theoutcome of the proceedings pending before the Income Tax Appellate Tribunal for theFinancial year: 1994-1995 and Financial year: 1995-1996.

Our opinion is not modified in respect of this matter Management's Response:

The following dues to Income Tax authorities have not been deposited on account of anydispute

Sr. No. Financial Year Amount (in ^) Remarks
1 1994-1995 5473988 Appeal pending with ITAT Ahmedabad
2 1995-1996 865427 Appeal pending with ITAT Ahmedabad

b) The Company is required to be registered under section 45- IA of the Reserve Bank ofIndia Act 1934 and that the Company has not obtained registration for the same

Management response:

The Management is of the opinion that the Company need not register under Section 45-IAof the Reserve Bank of India Act 1934 as the Company is engaged in the business ofInfrastructure projects as its principal business. The Company has undertaken certainfinancial activity with the sole intention of earning additional income. The Company doesnot carry out any financial activity as its principal business. The Company has idle fundsand therefore has given them as loans on interest to earn additional income as the Companyis currently looking for new projects and in fact the Company has entered into jointdevelopment agreement with its subsidiary Company to jointly develop and construct aredevelopment project and have paid certain advances during the Financial Year 2015-16 andwill infuse further money into it during the current financial year stage by stage.

Therefore this is a temporary phase and the Company has no intention to carry out anyfinancial activity as its principal business.

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 having firmregistration number (hereinafter referred to as 'FRN') L2018MH002800 to undertakeSecretarial Audit of the Company for financial year 2019-20.

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

The following observations are made in the Secretarial Audit Report during the yearunder review:

1. The Company is required to be registered under Section 45-IA of the Reserve Bank ofIndia Act 1934.

Management's Response:

The Management is of the opinion that the Company need not register under Section 45-IAof the Reserve Bank of India Act 1934 as the Company is engaged in the business ofInfrastructure projects as its principal business. The Company has undertaken certainfinancial activity with the sole intention of earning additional income. The Company doesnot carry out any financial activity as its principal business. The Company has idle fundsand therefore has given them as loans on interest to earn additional income as the Companyis currently looking for new projects and in fact the Company has entered into jointdevelopment agreement with its subsidiary Company to jointly develop and construct aredevelopment project and have paid certain advances during the Financial Year 2015-16 andwill infuse further money into it during the current financial year stage by stage.

Therefore this is a temporary phase and the Company has no intention to carry out anyfinancial activity as its principal business.

14. Deposits:

The Company has not accepted any deposits during the year under review.

15. Particulars of Loans Guarantees or Investments:

The Company has not provided any guarantee under the provisions of Section 186 of theCompanies Act 2013 for the year under review. Further the details of Investments made andloans given are provided in Note No. 5 & 7 of the Standalone Financial Statementsrespectively which forms part of the Annual Report.

16. Extract of Annual Return:

The extract of Annual Return in the prescribed format as required under Section 134(3)(a) of the Companies Act 2013 is annexed as 'Annexure C' to the Board Report.

17. Particulars of contracts or arrangements with related parties:

All related party transactions under Section 188 of the Companies Act 2013 enteredinto during the year under review were on an arm's length basis and were in the ordinarycourse of business. There were no materially significant related party transactions madeby the Company with Promoters Directors Key Managerial Personnel or other designatedpersons which may have a potential conflict with the interest of the Company at large. TheCompany has also adopted a framework on related party transactions to ascertain thecriteria of 'ordinary course of business' and 'Arm's Length Price'.

The details of the transactions entered into with the related parties during the yearunder review are set out in Form AOC 2 which is annexed as 'Annexure D'.

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 and hence the Company has notdeveloped or adopted any policy on Corporate Social Responsibility during the year underreview.

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 thereon 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 thereunder 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 2019 No. of cases received during the year No. of cases Disposed during the year No. of cases pending as on March 31 2020
NIL NIL NIL NIL

24. 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 E'.

25. Code of conduct:

The Board of Director have approved a Code of Conduct which is applicable to the Boardof Directors and Senior Management Personnel of the Company. It is confirmed that allDirectors and Senior Management Personnel have affirmed their adherence to the provisionsof the Code of Conduct during the year under review.

The code of conduct policy of the Company can be accessed athttp://www.vogiinfraproiects.co.in/Policies/2.Code%20of%20Conduct%20policv%20of%20the%20Company.pdf

26. 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
September 4 2020 DIN: 00462902 DIN:00462889

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