yogi infra projects ltd share price Directors 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 Projects Limited (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 Audited Financial Statements and Auditors reports thereon for the financial year (hereinafter referred to as FY) ended March 31, 2022 (hereinafter referred to as year under review).

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	14,11,956	22,91,763
Total Expenses	27,06,706	25,62,211
Exceptional Items	-	-
Profit/(Loss) before Tax	(12,94,751)	(2,70,448)
(Provision for Tax)	-	-
Deferred Tax	482	7,925
Profit/(Loss) after Tax	(12,95,233)	(2,78,373)
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	98,97,556	71,85,732
Total Expenses	(82,48,609)	(72,32,763)
Exceptional Items	(1,56,406)	30,38,040
Profit/(Loss) before Tax	14,92,541	(30,85,071)
(Provision for Tax)	7,91,416	-
Deferred Tax	(6,933)	(83,149)
Profit/(Loss) after Tax	7,08,058	(30,01,922)

2. Dividend:

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

Further during the year under review, the Company was not required to transfer any unpaid/ 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 under review. The Company is exploring its options for entering into redevelopment projects and is focused on undertaking projects keeping in mind the ever changing customer preferences for residential and commercial properties.

The Company believes that the overall real estate sector is in a sustained recovery phase 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 the Company. 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/developers, real estate advisers/consultants/brokers, real estate agents builders promoters, developers of apartments, commercial buildings, factory buildings, hotels, malls, office buildings, residential flats and other civil structures and/or dealers in real estates such as land, building, factory sheds, apartment, flats, hotels, cinema theatres, shopping complex, commercial premises, industrial sites, industrial sheds, guest houses, lodging houses, hotels, cottages, tourist bungalows, commercial premises, all other types of civil structures and places of entertainment, recreation and pleasure and other immovable properties of all kinds and description and/or any interest therein and to acquire by purchase, lease or otherwise lands, sites, buildings or any other civil structure and to build shops, buildings, godowns, hotels, restaurants, cinema theatres, touring talkies and other structures and/or to lease, Sold, mortgage, hypothecate or otherwise dispose of or deal 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 of business of the Company.

5. Share Capital:

As on March 31, 2022, the issued, subscribed and paid-up Share capital of your Company was ^ 16,84,58,000 comprising of 16845800 equity Shares of ^10 each.

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

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

There have been no material changes and commitments 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 to and the date of report.

7. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future:

There have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future.

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

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

The Honble Regional Director, Eastern Region, Ministry of Corporate Affairs, vide its order 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 pending before 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 Subsidiaries are 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 the provisions of the Articles of Association of the Company, Mr. Basudeo Agarwal, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

(ii) Ms. Sapana Biswas resigned as Independent Director with effect from August 14, 2021.

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

(b) Declaration by the Independent Directors:

The Company has received the necessary declaration from each of the Independent Directors under section 149(7) of the Companies Act 2013 that they meet the criteria of Independence 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, August 12, 2021, September 1, 2021, November 12, 2021, January 4, 2022, February 11, 2022, March 11, 2022 and March 31, 2022 during the year under review in respect of which proper notices were given and the proceedings were properly recorded and signed in the Minutes Book 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 and other related matters under Section 178(3) of the Companies Act, 2013.

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

Pursuant to the provisions of the Companies Act, 2013, the Independent Directors at their meeting held on March 31, 2022 have carried out annual performance evaluation of the non- 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 Companies Act, 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 from September 1, 2021.

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

* Mr. Basudeo Agarwal was appointed as the Member of the Committee with effect from September 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 Mechanism for the Employees to report genuine concerns or grievances to the Chairperson of the Audit Committee or the Ombudsman and take steps to resolve the issues amicably. The policy can be 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 Directors hereby confirm that:

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

(ii) the Directors had 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;

(iii) the Directors had 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;

(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 the Company and that such internal financial controls are adequate and are operating effectively; and

(vi) the Directors had devised proper systems to ensure compliance with the provisions of 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 of all applicable Secretarial Standards and such systems are adequate and operating effectively.

12. Key Managerial Personnel:

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

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

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

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

13. Auditors:

(a) Appointment of Statutory Auditors:

Sarda Soni Associates LLP, Chartered Accountants, Mumbai, (ICAI Firm Registration Number: 117235W) are appointed as Statutory Auditors of the Company upto the ensuing Annual General Meeting i.e. for the Annual General Meeting to be held for Financial year 2024.

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

(b) Auditors Report:

The report issued by the Statutory Auditors on the Financial Statements of the Company for the financial year ended March 31, 2022, forms part of this Annual report. There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report.

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

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

13. Secretarial Audit

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

The Secretarial Audit Report submitted by KNK & Co LLP is furnished as Annexure B, 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 Companies Act, 2013 pertaining to appointment of Whole-time Company Secretary during the year under review;

(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 and placed advertisements on various placement portals for recruiting a Company Secretary. A candidate was shortlisted and an appointment letter was given to her as well. However at the last moment the candidate refused to join the Company. Post that due to the lockdown imposed by the Government of India, we couldnt appoint any Company Secretary. We could only appoint a Company Secretary in the Month of July 2021 once the lockdown was lifted partially. 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 2022, the Company appointed a Company Secretary as soon as it found the right candidate for appointment.

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

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 on March 31, 2022.

15. Particulars of Loans, Guarantees or Investments:

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

Further during the financial year ended March 31, 2021, the Company has provided a guarantee to one of its subsidiary Companies namely Bini Builders Private Limited (hereinafter referred to as BBPL) by pledging its Shareholding in the BBPL towards issuance 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 as on March 31, 2022 is available on the Companys website and may be accessed at the following 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 Company with its Promoters, Directors, Key Managerial Personnel or other designated persons which may 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 not applicable to the Company during the year under review.

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

19. Internal Control System and their adequacy:

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

20. Internal & Concurrent audit:

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

The Internal Auditors monitor the efficiency and effectiveness of the internal control systems in the Company. Significant audit observations and corrective actions there on are presented 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 in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) 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 with remuneration policy adopted by the Company.

In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the members at the Registered office of the Company during business hours on working days of the Company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Company Secretary in advance.

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

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

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

The following is a summary of Sexual Harassment complaints received and disposed off during 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 and Outgo:

The detail of conservation of Energy, Technology Absorption and Foreign Exchange earnings 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 to the Board of Directors and Senior Management Personnel of the Company. It is confirmed that all Directors and Senior Management Personnel have affirmed their adherence to the provisions 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%2Q of%20the%20Company.pdf

25. Acknowledgements:

Your Directors acknowledge with gratitude, the help and support received from its Shareholders, Bankers, Customers, Exchanges and Regulators and hope to continue to get such support in times to come.

Your Directors also wish to place on record their appreciation for the contribution made 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