AGI Infra Ltd Directors Report.

To,

The Members,

Your Directors have pleasure in presenting their 13th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2018.

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

The Boards Report shall be prepared based on the stand alone financial statements of the company.

(Rs. In Lakhs)

Standalone

Consolidated

Particulars 2017-18 2016-17 2017-18 2016-17
Gross Income 12272.54 14638.04 12272.54 14638.04
Profit Before Interest and Depreciation 2616.75 1711.68 2616.68 1711.68
Finance Charges 763.38 673.49 763.38 673.49
Gross Profit 1853.37 1038.19 1853.30 103 8.19
Provision for Depreciation 347.11 248.30 347.11 248.30
Net Profit Before Tax 1506.26 789.89 1506.19 789.90
Provision for Tax 340.99 268.88 340.99 268.88
Net Profit After Tax 1165.27 5 21.0 1 1 165.20 5 21 .0 1

2. BUSINESS PERFORMANCE

a) Revenue from operation Standalone:

Your Company has total income during the review was Rs. 12272.54 Lakhs as compared toRs.14638.04 Lakhs in the previous year, registering an decrease of 16.16 % over the previous year.

Consolidated:

Your Company has total income during the review was Rs. 12272.54 Lakhs as compared to Rs. 14638.04 Lakhs in the previous year, registering an decrease of 16.16 % over the previous year.

b) Profits:

Standalone: The Profit before tax for the year 2017-18 was Rs.1506.26 Lakhs as against Rs. 789.89 Lakhs in the previous year. Profit after tax in the previous year stood Rs.1165.27 Lakhs as against Rs.521.01 Lakhs in the previous year.

Consolidated: The Profit before tax for the year 2017-18 was Rs. 1506.19 Lakhsas against Rs.789.90 Lakhs in the previous year Profit after tax in the previous year stood Rs. 1165.20 Lakhs as against Rs. 521.01 Lakhs in the previous year.

3. DIVIDEND.

The directors are pleased to recommend a dividend of Rs. 1.00 per share for the financial year ended March 31, 2018, subject to the approval of the shareholders at the ensuing annual general meeting. If approved by the members, would involve a cash outflow of Rs. 12019972.00 including dividend tax, resulting in a payout of 10.32% of unconsolidated profits of the Company.

4. RESERVES

As per section 134(3) (j) of the Companies Act, 2013, The Company does not transfer any amount to specific reserves during F.Y. 2017-18.

5. SHARE CAPITAL

The paid up equity capital as on March 31, 2018 was Rs.10, 21, 67,200. During the year under review, the Company has neither issued bonus shares nor issued shares with differential voting rights nor granted stock options nor sweat equity and nor opted buy back of its own securities.

6. DIRECTORS

A. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Anuj Rai Bansal (DIN:01278966),Non Executive Director retires by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment.

B. BOARD EVALUATION

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

The Board functioning was evaluated on various aspects including inter-alia the structure of the Board, meeting of the Board, functions of the Board, degree of fulfilment of key responsibilities, establishment and delineation of responsibilities of various Committees, effectiveness of Board process, information and functioning.

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

The performance assessment of Non-Independent Directors, Board as a whole and the Chairman were evaluated in a separate meeting of Independent Directors. The same was also discussed in the meetings of NRC and the Board. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

C. 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 Regulation 17of Listing Agreement.

7. BOARD MEETINGS

The Board of Directors of the Company met 10 (Ten) times during the financial year 2017-18 i.e 19.04.2017,29.04.2017, 30.05.2017,15.07.2017,23.08.2017, 12.09.2017, 18.10.2017, 11.01.2018, 14.02.2018, and 31.03.2018.The Details of above mentioned Board Meetings are also provided in Corporate Governance Report annexed herewith. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

8. AUDITORS AND AUDITORS REPORT

The Companys Statutory Auditors, M/s.H.S. Makkar and Co, Chartered Accountants (Firm Registration No. 016971N), hold office until the conclusion of the 17th Annual General Meeting, subject to ratification of their appointment by shareholders at every Annual General Meeting.

The Statutory Auditors have not reported any incident of fraud to the Companys Audit Committee in the year under review.

The Companys standalone and consolidated financial statements have been prepared in accordance with the Indian Accounting Standards prescribed under Section 133 of the Act read with relevant rules issued thereunder (Ind AS) and other accounting principles generally accepted in India.

9. 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 CA Ms. Nandini Sehgal (M.No. 537004), Chartered Accountant, Jalandhar as Internal Auditor of the Company , to check the internal controls and functioning of the activities and recommend ways of improvement. Internal Audit report is prepared on quarterly basis; the report is placed 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 in adequacy of such controls.

10. 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.

11. 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 arms length transactions under third proviso thereto is disclosed in Form No. AOC -2 annexed as Annexure-B with this report.

12. 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- C .

13. MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES

Details of Managerial remuneration required pursuant to Section 197 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel ) Rule, 2014 is annexed as Annexure-D.

14. 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 company has appointed, M/s Khanna Karan & Co, Practicing Company Secretaries, Jalandhar (CP No.38842 and M.No. 15871) as a Secretarial Auditors of the Company for the year 2017-18. The report of the Secretarial Auditors is enclosed as Annexure -E to this report. The report is self-explanatory and do not call for any further comments.

15. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

1. The company has issued Secured Redeemable Non Convertible Debenture on private placement basis as on 29.04.2018 and the proceeds has been used for the purpose for which it has been raised.

2. The Stock Exchange (BSE Ltd.) has granted the approval to migrate the Company from BSE - SME Platform to BSE Main Board on January 19, 2018 and w.e.f January 23, 2018, the Equity Shares of the Company are dealing on the Main board Platform.

3. a) Ms. Anchal Kashyap has resigned from the post of Chief Financial Officer and Mr. Bhimanshu Gupta has been appointed on the post of Chief Financial Officer as on 12.09.2017.

b) Mr. Bhimanshu Gupta has resigned from the post of Chief Financial Officer as on 14.06.2018 and Mrs. Baby Sharma has been appointed on the post of Chief Financial Officer w.e.f. 15.06.2018.

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

16. DEPOSITS

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

17. PARTICULARSOF LOAN, GUARANTEE OR INVESTMENTS

The Company has not given any loan or guarantee covered under provision of Section 186 of the Companies Act, 2013.

18. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the Corporate governance requirements set out by SEBI. The report on Corporate Governance as stipulated under SEBI ( Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual 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, which forms 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 the business of set up the Chain cold storage and carrying on the business of storing, trading, dealing, distributing of vegetables, fruits and dry fruits etc. 2. To carrying on business of leasing or renting the Cold chain facility.The Wholly Subsidiary Company has a net loss of Rs. 7952.95/- during the financial year 2017-18.The company does not have any joint venture companies or associates companies during the period under review. Also, there was no company which has ceased to become the subsidiaries/joint ventures/ associate company (ies) during the year.

21. LISTING WITH STOCK EXCHANGES:

The Stock Exchange (BSE Ltd.) has granted the approval to migrate the Company from BSE - SME Platform to BSE- Main Board on January 19, 2018 and w.e.f. January 23, 2018, the Equity Shares of the Company are dealing on theMain board Platform and confirms that it has paid the Annual Listing Fees for the financial year 2018-19 to BSE Ltd. where the Companys 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, 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.

23. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code.

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 LED lights are being used in flats.

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.

Also the in order to conserve energy the company has installed ROOF TOP Solar Generator and the electricity being produced is being used for common area through net metering arrangement with PSPCL.

25. FOREIGN EXCHANGE EARNINGS AND OUTGO

Duringtheyear, thetotalforeignexchangeoutgo was $ 2,99,999.83 which was equivalent to Rs. 1,95,55,093.97 on account of imports made from China. Payments against sale of flats to NRI Customers are also received in foreign exchange through Banking Channels which is credited to their accounts by getting converted into Indian Rupees.

26. HUMAN RESOURCES

Your Company treats its "human resources" as one of its most important assets. Your Company continuously invests 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.

27. 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—

(a) in the preparation of the annual accounts, the applicable Indian 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.

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 of the companyto 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/purchase of capital assets or destruction of any assets etc;

- No significant and material orders passed by the regulators or courts or tribunals impacting thegoing concern status and companys operations in future;

- Refer Corporate Governance Report for details of Audit Committee;

- Refer Corporate Governance Report for details of Nomination & Remuneration Committee; and

- Refer Corporate Governance Report for details of Remuneration Policy.

29. 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 expresses their deep sense of appreciation and gratitude towards all employees and staff of the company and wishes the management all the best for further growth and prosperity.

For and on behalf of the Board of Directors
AGI INFRA LIMITED
S. Sukhdev Singh Mrs. Salwinderjit Kaur
Managing Director WholeTime Director
DIN:01202727 DIN:00798804
Place: Jalandhar
Date: 30.08.2018