AGI Infra Ltd Directors Report.

TO THE MEMBERS

Dear Members,

Your Directors have pleasure in presenting their 14th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2019.

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

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

(Rs. In Lakhs)

Standalone Consolidated
Particulars 2018-19 2017-18 2018-19 2017-18
Gross Income 8099.67 12272.53 8099.67 12272.53
Profit Before Interest and Depreciation 2420.66 2616.75 2420.66 2616.68
Finance Charges 845.01 763.38 845.03 763.38
Gross Profit 1575.65 1853.37 1575.63 1853.30
Provision for 416.62 347.11 416.62 347.11
Depreciation
Net Profit Before Tax 1159.03 1506.26 1159.01 1506.19
Provision for Tax 231.24 341.00 231.24 341.00
Net Profit After Tax 927.79 1165.26 927.77 1165.19

2. BUSINESS PERFORMANCE

a) Revenue from operation

Standalone:

Your Company has total income during the period under review was Rs. 8099.67 Lakhs as compared to Rs. 12272.53Lakhs in the previous year, registering an decrease of 34% over the previous year.

Consolidated:

Your Company has total income during the period under review was Rs. 8099.67 Lakhs as compared to Rs. 12272.53Lakhs in the previous year, registering a decrease of 34 % over the previous year.

b) Profits:

Standalone: The Profit before tax for the year 2018-19 was Rs. 1159.03 Lakhs as against Rs. 1506.26 Lakhs in the previous year. Profit after tax in the current year stood Rs.927.79 Lakhs as against Rs.1165.26 Lakhs in the previous year.

Consolidated: The Profit before tax for the year 2018-19 was Rs. 1159.01 Lakhs as against Rs. 1506.19 Lakhs in the previous year Profit after tax in the previous year stood Rs.927.77 Lakhs as against Rs.1165.19 Lakhs in the previous year.

3.DIVIDEND

Keeping in view the future growth, to converse resources, the Directors do not recommend any dividend for the financial year ended 2018-19.

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. 2018-19.

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

In accordance with the provisions of section149, 152 and other applicable provisions of the Companies Act, 2013, one third of the of Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Consequently, Mr. Anuj Rai Bansal, Non executive Director will retire by rotation at the ensuring Annual General Meeting and, being eligible, offer himself for reappointment. The Board recommends their re-appointment for the consideration of Members of the Company at the ensuring Annual General Meeting. A brief resume of the Director proposed to be re-appointed, is furnished in the notice of the AGM.

Mr. Manjit Singh, Non Executive Independent Director of the company has resigned from the Directorship of the company w.e.f February 14, 2019 and Mr. Balwinder Singh has been appointed as Non Executive Independent Director of the company w.e.f.February 15, 2019.

7. Key Managerial Personnel

The following are the Key Managerial Personnel of the Company:

NAME OF THE PERSONS DESIGNATION
1. Mr. Sukhdev Singh Managing Director
2. Mrs. Salwinderjit Kaur Whole Time Director
3. Mrs. Baby Sharma Chief Financial Officer
4. Ms. Aarti Mahajan Company Secretary and Compliance Officer

8. BOARD MEETINGS

The Board of Directors of the Company met 8 (Eight) times during the financial year 2018-19 i.e 07th May, 2018, 25th May, 2018, 14th June, 2018, 14th August 2018, 30th August 2018, 14 November 2018, 14th February 2019 and 30th March 2019.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.

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 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.

11. 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 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 .

12. Consolidated Accounts

The consolidated Financial Statements of the Company are prepared in accordance with the relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of 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 statements of subsidiaries is given in form AOC-1 and forms an integral part of this report.

13. AUDITORS AND AUDITORS REPORT

At the 12th Annual General Meeting held on September 20, 2017, members appointed 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 12th Annual General Meeting until the conclusion of the 17th Annual General Meeting.

The Statutory Auditors expressed an unmodified opinion in the audit reports in respect of the audited financial statements for the financial year ended March 31, 2019. There are no qualifications or adverse remarks in the Statutory Auditors Reports which require any explanation from the Board of Directors.

As per the provision of section 40 of the Companies (Amendment) Act, 2017, there is no requirement for the ratification of appointment of statutory auditors of the Company at every AGM of the Company and therefore it is not required to ratify the appointment every year.

14. SECRETARIAL AUDITOR

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 Khanna Karan & Co, Practicing Company Secretaries, Jalandhar (CP No.38842 and M.No. 15871) as a Secretarial Auditors of the Company . 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. COST AUDITOR

Pursuant to the provisions of Section 148 of the Companies Act, 2013, read with notifications/ circulars issued by the Ministry of Corporate Affairs from time to time and as per the recommendation of the Audit Committee, the Board of Directors at their meeting held on June 14, 2018, appointed M/s Khushwinder Kumar & Co, Cost Accountants (Registration No.100123), as the Cost Auditors of the Company for FY 2018-19. The Cost Audit Report for FY 2018-19 will be filed within the period stipulated under the Companies Act, 2013.

In respect of FY 2019-20, the Board based on the recommendation of the Audit Committee has approved the appointment of M/s Khushwinder Kumar & Co, Cost Accountants (Registration No.100123), as the cost auditors of the Company. A resolution for ratification of the remuneration to be paid for such appointment is included in the notice of the ensuing Annual General Meeting.

16. 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 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 is carried out 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.

17. 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.

18. EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) oftheCompaniesAct,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 .

19. 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

There has been no 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.

20. ACCEPTANCE OF DEPOSITS

The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

21. PARTICULARSOF LOAN, GUARANTEE OR INVESTMENTS

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

22. 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.

23. LISTING WITH STOCK EXCHANGES:

The Equity shares of the Company are listed on the Bombay Stock Exchange.

24. 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.

25. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has a Corporate Social Responsibility (CSR) Policy in place and the same can be accessed at http://www.agiinfra.com The details about committee composition and terms of reference of committee are given in Corporate Governance Report and forms integral part of this report. A CSR Report on activities undertaken by the Company and amount 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 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. 1918.00 during the financial year 2018-19.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.

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 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. 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.

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As the Company is engaged in the development of Group Housing,, 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 most economic mode of supply which saves the considerable power.

• Flats are so designed which have ample source of natural light which minimizes the 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 up a roof top solar power generation in the project developed by the Company. It saves a huge amount on account of electric consumption. It is an Inexhaustible and renewable source of energy.

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

30. Foreign exchange earnings and Outgo

During the year, the total foreign exchange out go was $ 606325.29 which was equivalent to Rs. 42618313.08 on account of imports made from China. Sometimes payments against sale of flats to NRI Customers are received through Banking Channel which is credited to their accounts by getting converted into Indian Rupees on the same date.

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 seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

32. Management Discussion and Analysis Report

The Management Discussion and Analysis Report as required under regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 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 employees in all areas of the business. The Company has a structured induction process at all locations and management development programs to upgrade skills of managers. Objective appraisal systems based on key result areas (KRAs) are in place for senior management staff. The Company is committed to nurturing, enhancing and retaining its top talent through superior learning and organizational development. This is a part of our Corporate HR function and is a critical pillar to support the organizations growth and its sustainability in the long run.

34. PREVENTION OF INSIDER TRADING:

On December 31, 2018, Securities and Exchange Board of India amended the Prohibition of Insider Trading Regulations, 2015, prescribing various new requirements with effect from April 1, 2019. In line with the amendments, your Company has adopted an amended Code of Conduct to regulate, monitor and report trading by Designated Persons and their Immediate Relatives under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. This Code of Conduct also includes code of practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Companys website at www.agiinfra.com.

35. Cautionary Statement

Statement in this Managements Discussion and Analysis detailing the Companys objectives, projections, estimates, expectations or predictions are "forward looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Companys operations include global and Indian demand-supply conditions, finished goods prices, cyclical demand and pricing in the Companys principal markets, changes in Government regulations, tax regimes, economic developments in India and other factors such as litigation and labor negotiations.

36. 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.

37. ACKNOWLEDGEMENTS

Your Directors takes this opportunity to thanks to all Government Authorities, Bankers, Shareholders, Costumer, Investors and other stakeholders for their assistance and cooperation 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 For and on behalf of the Board of Directors
AGI INFRA LIMITED AGI INFRA LIMITED
Sukhdev Singh Salwinderjit Kaur
Managing Director WholeTime Director
DIN: 01202727 DIN: 00798804
Place:Jalandhar
Date:31.08.2019