DIRECTORS REPORT To, The Members, Your Directors have pleasure in presenting their 10th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015. 2. DIVIDEND To conserve resources, the Directors do not recommend any dividend for the year ended March 31, 2015. 3. RESERVES The Company does not transfer any amount to reserves during F.Y. 2014-2015. 4. SHARE CAPITAL The Paid-up Capital of the Company as on March 31,2015 was Rs. 10,21,67,200/-. During the year of review, Sub division of face value of the Equity Shares from Rs. 100 to Rs. 10 and issue of 21, 25, 920 bonus shares in the ration 5:2 . During the year under review, the Company has issued 27,76,000 Equity Shares of Rs. 10 Each at Premium of Rs. 44 /- per share to public via IPO. 5. DIRECTORS AND KEY MANAGERIAL PERSONNEL S.Sukhdev Singh, Managing Directors retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment. During the year, Mr. Atul Mehta and Mr.Manjit Singh have been appointed as an Additional Independent Directors by the Board of Director in its meeting held on 08/12/2014 who are required to be appointed as an Independent Director under the provision of Companies Act, 2013 and being eligible, the board has approved his appointment as an independent director for the consecutive 5 years as per provision of the Companies Act, 2013 subject to the approval of member in AGM. During the year, Mr. Anuj Rai Bansal who is Professional Director of the company was re-designate as Chairman and Non- Executive Director of the Company by the Board of Director of the Company on its meeting held on 05/01/2015. Also, Ms. Neelu Kapoor and Ms.Anchal Kashyap has been appointed as Company Secretary and Chief Financial Officer and with effect from 11th October,2014 . The appointment/ re-appointment forms part of the notice convening the Annual General Meeting and the resolution are recommended for the member's approval. 6. MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES Detail of managerial remuneration is mention in the annual return extract in MGT-9 attached to this report. Further during the year no Employee of the Company were in receipt of the remuneration in terms of the provisions of section 197 (2) of the Companies Act, 2013, read with Rule 5 (2) and Rule 5 (3) of the Companies (Appointment an Remuneration Managerial Personal ) Rules, 2014. 7. MEETINGS A calendar of Meetings is prepared and circulated in advance to the Directors. During the year Thirty Board Meetings and no Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. 8. BOARD EVALUATION Clause 52 of the BSE SME Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual performance evaluation need to be made by the Board of its own performance, the directors individually as well as the evaluation of its Committees. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The evaluation of all directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. 9. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT, IF ANY All independent directors give their declaration that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 52 of Listing Agreement. 10. NOMINATION AND REMUNERATION POLICY The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. The Nomination and Remuneration policy is stated in the Report of Corporate Governance. 11.AUDITORS AND AUDITOR'S REPORT The Auditors, M/S R.S. Kalra & Associates, Chartered Accountants, of Jalandhar ( Firm Registration No. 007744N) retire at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment for a period of one year from the conclusion of this Annual General Meeting [AGM] till the conclusion of next i.e. 11th AGM. The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments. 12.SECRETARIAL AUDIT REPORT In terms of Section 204 of the Companies Act,2013 and the Companies ( Appointment and Remuneration of Managerial Personnel) Rules 2014, the has appointed , M/s. Angrez Singh Katoch , Practicing Company Secretary ,Jalandhar(CP No.4534) as a Secretarial Auditors of the Company for the year 2014-2015. The report of the Secretarial Auditors is enclosed as Annexure III to this report. The report is self-explanatory and do not call for any further comments. 13.INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY As per the provision of Section 138 of the Companies Act,2013 and the rules made their under, the Board appoints M/s Ashwani Kant & Associates as its Internal Auditor of the Company, to check the internal controls and functioning of the activities and recommend ways of improvement. Internal Audit is carried out on quarterly basis, the report is place in the Audit Committee Meeting and Board meeting for consideration and directions. The internal financial controls with reference to financial statements as designed and implemented by the Company. During the year under review, no material or serious observation is received from the Internal auditor of the Company for inefficiency and inadequacy of such controls. 14. VIGIL MECHANISM In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns of fraud & misconduct in the company has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.agiinfra.com under Investors relations/Vigil Mechanism Policy link. Further, the Company has not received any protected disclosure as per the vigil policy framed by the board. 15 .EXTRACT OF ANNUAL RETURN As required pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE I . 16. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FI NANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT No Significant and material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report like settlement of tax liabilities, operation of patent rights, depression in market value of investments, institution of cases by or against the company, sale or purchase of capital assets or destruction of any assets etc. 17. SIGNIFICATE AND MATERIAL ORDERS There are no Significant and material orders passed by regulators or courts or tribunals imparting the going concern status and Company' operation in future. 18. DEPOSITS Your Company did not accept/ hold/ any deposits from public/shareholders during the year under review. 19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto shall be disclosed in Form No. AOC-2. As Annexure II. 20. PARTICULARS OF LOAN, GUARANTEE OR INVESTMENTS The Company has not given any loan or guarantee covered under provision of Section 186 of the Companies Act, 2013. 21. CORPORATE GOVERNANCE CERTIFICATE The Company practices a culture that is built on core values and ethical governance practices and committed to transparency in all its dealings. A Report of Corporate Governance along with the certificate from Secretarial Auditor M/s Angrez Singh Katoch, Practicing Company Secretaries regarding compliance of condition of Corporate Governance as stipulated in Clause 52 of SME Listing Agreement entered into by the company with the BSE Ltd. is annexed to this report and form part of this report. 22. MANAGEMENT DISCUSSION AND ANALYSIS The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st March ,2015. 23. 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, Prohibition and Redressal) Act, 2013 and the rules framed their under, the Company has framed and adopted the policy for Prevention of Sexual Harassment at Workplace. During the year Company has not received any complaint of harassment. 24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO As the Company is engaged in the development of Land and Construction of Flats, the Electricity is the only mode of energy which is purchased from PSEB and generated through own power generator. Every effort is made to use the natural lights while constructing flats and also the Rain Water Harvesting System are implemented 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. Foreign exchange earnings and Outgo During the year, the total foreign exchange used was Rs. 13, 28, 765/-. Sometimes payments against sale of flats from NRI Customers from oversea are received, but no direct export is being done. 25. HUMAN RESOURCES Your Company treats its "human resources" as one of its most important assets. Your Company continuously invest in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement. 26. DIRECTORS' RESPONSIBILITY STATEMENT The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that— The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that— (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; (c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 and that such internal financial controls are adequate and were operating effectively. (f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 27. LISTING WITH STOCK EXCHANGES: AGI Infra Limited got its shares listed on the SME Platform of BSE Limited on 27th March, 2015. It has paid the Annual Listing Fees for the year 2015-2016 to BSE Limited. 28. ACKNOWLEDGEMENTS Your Directors takes this opportunity to thanks to all Government Authorities, Bankers, Shareholders, Costumer, Investors and other stakeholders for their assistance and co-operation to the Company. Your Director express their deep sense of appreciation and gratitude towards all employees and staff of the company and wish the management all the best for further growth and prosperity. For and on behalf of the Board of Directors Salwinderjit Kaur Wholetime Director (Din No.-00798804) Sukhdev Singh Managing Director (Din No.-01202727) Place:Jalandhar Date: 02.09.2015 |