Yogi Infra Projects Ltd Directors Report.

To The Members of

Yogi Infra Projects Limited

The Directors hereby present the Twenty Sixth Annual Report of Yogi Infra Projects Limited (‘the Company’) on the business and operations along with the Audited Financial Statements for the financial year ended March 31, 2019.

1. Financial Results

(In Rs.)

Standalone Financial Results
Particulars For the Financial Year Ended March 31, 2019 For the Financial Year Ended March 31, 2018
Total Revenue 4,493,286 4,896,473
Total Expenses 4,339,080 3,175,804
Exceptional Items 125,715 (4,573)
Profit/(Loss) before Tax 28,491 1,725,242
(Provision for Tax) 40,051 515,616
Deferred Tax (8,770) (292)
Profit/(Loss) after Tax (2,790) 1,209,918

(In Rs.)

Consolidated Financial Results
Particulars For the Financial Year Ended March 31, 2019 For the Financial Year Ended March 31, 2018
Total Revenue 11,347,057 39,300,123
Total Expenses 9,873,201 32,155,258

 

Consolidated Financial Results
Exceptional Items (263,725) (37,327)
Profit/(Loss) before Tax 1,210,131 7,182,192
(Provision for Tax) 72,221 2,185,133
Deferred Tax (74,603) (21,986)
Profit/(Loss) after Tax 1,212,513 5,019,045

2. Dividend:

Your Directors regret their inability to recommend any dividend for the financial year ended March 31, 2019.

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

3. Review of Operations:

The Company at present is facing adverse market conditions owing to the sector in which operate. The overall real estate sector has been reeling under the impact of various regulatory reforms and real estate regulations. A sustained recovery in the sector is expected in the coming years.

At present, your Company has started operations and is showing progress in its operations during the year under review. The Company is constantly striving towards obtaining further infrastructure contracts.

Meanwhile, the Company continues to earn profits 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 estate’s 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, sell, 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:

(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 under review.

As on March 31, 2019, the issued, subscribed and paid-up Share capital of your Company was 168,458,000 comprising of 16,845,800 equity Shares of 10 each.

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 Company’s 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 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 Applica ble Section
1. Bini Builders Private Limited Address: 23A, N S Road, 8th Floor, Room No. 22, Kolkata 700001 U45203WB200 4PTC097987 Subsidiary Company 63.82% 2(87) of the Compa nies Act, 2013
2. Moongipa Realty Private Limited Address: 23A, Netaji Subhas Road, 8th Floor, Room No. 22, Kolkata - 700001 U45201WB199 8PTC154622 Subsidiary Company 74.02% 2(87) of the Compa nies 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.

9. 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) Mr. Jitendra Mansuklal Dasani was appointed as Additional Director with effect from December 31, 2018.

(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 8 (Eight) times on May 30, 2018, June 21, 2018, August 14, 2018, September 5, 2018, November 2, 2018, November 14, 2018, December 31, 2018 & February 14, 2019 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 23, 2019 have carried out annual performance evaluation of the non- 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 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. 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
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 Chairman of the Audit Committee or the Ombudsman and take steps to resolve the issues amicably.

(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, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

11. Key Managerial Personnel:

Ms. Raji J Panicker was appointed as Company Secretary and Compliance officer with effect from November 2, 2018.

12. Auditors:

(a) Appointment of Statutory Auditors:

Sarda Soni Associates LLP, Chartered Accountants, Mumbai, (ICAI Firm Registration Number: 117235W) were appointed as Statutory Auditors of the Company up to the ensuing Annual General Meeting i.e. for the Annual General Meeting to be held for Financial year 2019.

Your Directors would like to state that it is now proposed to appoint Sarda Soni Associates LLP, Chartered Accountants, Mumbai, (ICAI Firm Registration Number: 117235W) for a term of 5 years i.e. up to the Financial year 2024, subject to their eligibility and approval of the Members of the Company, at a remuneration to be determined by the Board of Directors.

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.

The Members are hence requested to consider the appointment of Sarda Soni Associates LLP, Chartered Accountants, Mumbai, (ICAI Firm Registration Number: 117235W), as Statutory Auditors of the Company up to Financial year 2024, at a remuneration to be determined by the Board of Directors.

(b) Auditors’ Report:

The Auditors’ Report on the Financial Statements of the Company for the financial year ended March 31, 2019 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 the outcome of the proceedings pending before the Income Tax Appellate Tribunal for the Financial 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 any dispute

Sr. No. Financial Year Amount (In Rs.) Remarks
1 1994-1995 54,73,988 Appeal pending with ITAT, Ahmedabad
2 1995-1996 8,65,427 Appeal pending with ITAT, Ahmedabad

b) The Company is required to be registered under section 45-IA of the Reserve Bank of India 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-IA of the Reserve Bank of India Act, 1934 as the Company is engaged- in the business of Infrastructure projects as its principal business. The Company has undertaken certain financial activity with the sole intention of earning additional income. The Company does not carry out any financial activity as its principal business. The Company has idle funds and therefore has given them as loans on interest to earn additional income as the Company is currently looking for new projects and in fact the Company has entered into joint development agreement with its subsidiary company to jointly develop and construct a redevelopment project and have paid certain advances during the Financial Year 2015-16 and will 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 any financial activity as its principal business.

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, having firm registration number (‘FRN’) L2018MH002800 to undertake Secretarial Audit of the Company for financial year 2018-19.

The Secretarial Audit Report submitted by KNK & Co LLP is furnished as ‘Annexure B’, and forms an integral part of this report.

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

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

Management’s Response:

The Management is of the opinion that the Company need not register under Section 45-IA of the Reserve Bank of India Act, 1934 as the Company is engaged in the business of Infrastructure projects as its principal business. The Company has undertaken certain financial activity with the sole intention of earning additional income. The Company does not carry out any financial activity as its principal business. The Company has idle funds and therefore has given them as loans on interest to earn additional income as the Company is currently looking for new projects and in fact the Company has entered into joint development agreement with its subsidiary company to jointly develop and construct a redevelopment project and have paid certain advances during the Financial Year 2015-16 and will 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 any financial 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 the Companies Act, 2013 for the year under review. Further the details of Investments made and loans given are provided in Note No. 5 & 8 of the Standalone Financial Statements respectively 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, were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. The Company has also adopted a framework on related party transactions to ascertain the criteria of ‘ordinary course of business’ and ‘Arm’s Length Price’

The details of the transactions entered into with the related parties during the year under 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 not applicable to the Company during the financial year under review and hence the Company has not developed or adopted 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 thereon 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 or along with his spouse and dependent children) more than two percent of the Equity Shares of the Company.

22. Risk Management Policy:

The Company has put in place a comprehensive Risk Management Policy duly approved by the Board. The Policy details the objective of the Risk Management Framework, Role of Board/Committees of the Board, Senior Management and Employees in ensuring effective risk management, the risk management process and Periodical Review.

23. 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 thereunder 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 2018-19

No. of cases as on April 1, 2018 No. of cases received during the year No. of cases Disposed during the year No. of cases pending as on March, 31, 2019
NIL NIL NIL NIL

24. 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 E’.

25. Code of conduct:

The Board of Director has approved a 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 financial year 2018-19.

26. Acknowledgements:

Your Directors wish to place on record their deep sense of appreciation for the devoted services of all the employees of the Company for its growth.

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

By the order of the Board of Directors
For Yogi Infra Projects Limited
Sanjay Agarwal Basudeo Agarwal
Mumbai Managing Director Director
September 5, 2019 DIN: 00462902 DIN: 00462889