Dear Members,
Your Directors have pleasure in presenting their 18th Annual Report on the
business and operations of the Company and the accounts for the Financial Year ended March
31, 2023.
1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY (STANDALONE AND
CONSOLIDATED)
The Board's Report shall be prepared based on the standalone financial statements of
the company.
(Rs. in lakhs)
|
Standalone |
Consolidated |
| Particulars |
2022-23 |
2021-22 |
2022-23 |
2021-22 |
| Gross Income |
24751.63 |
20092.14 |
24751.63 |
20092.14 |
| Profit Before Interest and Depreciation |
6418.47 |
5249.57 |
6418.28 |
5249.46 |
| Finance Charges |
436.81 |
466.68 |
436.81 |
466.68 |
| Profit Before Depreciation |
5981.66 |
4782.89 |
5981.47 |
4782.78 |
| Depreciation |
585.91 |
397.79 |
585.91 |
397.79 |
| Net Profit Before Tax |
5395.75 |
4385.10 |
5395.56 |
4384.99 |
| Provision for Tax |
584.16 |
742.90 |
584.16 |
742.91 |
| Net Profit After Tax |
4811.59 |
3642.20 |
4811.40 |
3642.08 |
2. BUSINESS PERFORMANCE
a) Revenue from operation
Standalone:
Your Company has total income during the period under review was Rs. 24751.63 Lakhs as
compared to Rs.20092.14 Lakhs in the previous year, registering an increase of 23.19 %
over the previous year.
Consolidated:
Your Company has total income during the period under review was Rs. 24751.63 Lakhs as
compared to Rs.20092.14 Lakhs in the previous year, registering an increase of 23.19 %
over the previous year.
b) Profits:
Standalone:
The Profit before tax for the year 2022-23 was Rs. 5395.75 Lakhs as against Rs. 4385.10
Lakhs inthe previous year. Profit after tax in the current year stood Rs. 4811.59 Lakhs as
against Rs. 3642.20 Lakhs in the previous year.
Consolidated: The Profit before tax for the year 2022-23 was Rs. 5395.56 Lakhs as
against Rs. 4384.99 Lakhs in the previous year Profit after tax in the previous year stood
Rs. 4811.40 Lakhs as against Rs. 3642.08 Lakhs in the previous year.
3. DIVIDEND
During the year 2022-23, the Company has paid a total dividend (by way of interim
dividend) of Rs. 1,22,16,720/-@ Re.1- per share on 12216720 equity shares of Rs.10/- each
fully paid up. The interim dividend be treated as final dividend for the year 2022-23.
4.RESERVES
The Company proposes to transfer an amount of Rs.4657.92 Lakhs to general reserves.
5.SHARE CAPITAL
The authorized Share Capital of the Company is Rs. 15, 00, 00,000/- (Rupees Fifteen
Crore) divided into 1, 50, 00,000 (One Crore Fifty Lakh) Equity shares of Rs. 10/- and
paid up share capital of the Company is Rs.12, 21, 67,200/-(Rupees Fifteen Crore) divided
into 12216720 (One Twenty Two Lakh Sixteen Thousand Seven Hundred and Twenty) Equity
shares of Rs. 10/-
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.Board of Directors
During the period under review, there were no changes to the Board of Directors of your
Company. Pursuant to the provisions of section 149 and 184 of the Companies Act, 2013 and
under Regulation 25 of SEBI ( Listing Obligations and Disclosure Requirements)
Regulations, 2015. Independent Directors of the Company have submitted a declaration that
each of them meet the criteria of Independence as prescribed in section 149(6) of the
Companies Act, 2013 and SEBI Regulations and there has been no change in the circumstances
which may have affect their status as Independent Director during the year.
In accordance with the provisions of section 152 of the Companies Act, 2013, Mr. Anuj
Rai Bansal, Non-executive Director is liable to retire by rotation at the ensuring Annual
General Meeting and being eligible, offer himself for re-appointment. The brief detail
required to be disclosed in accordance with Regulation 36 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and Secretarial Standards is included in the
notice of the ensuing Annual General Meeting forming part of this Annual Report.
In terms of requirements of the Listing Regulations, the Board has identified core
skills, expertise, and competencies of the Directors in the context of the Company's
businesses for effective functioning which are detailed in the Corporate Governance
Report.
7. Key Managerial Personnel
The following are the Key Managerial Personnel of the Company:
| S.NO |
NAME OF THE PERSONS |
DESIGNATION |
| 1. |
Mr. Sukhdev Singh Khinda |
Managing Director |
| 2. |
Mrs. Salwinderjit Kaur |
Whole Time Director |
| 3. |
Mr. Balvinder Singh Sandha |
Chief Financial Officer |
| 4. |
Ms. Aarti Mahajan |
Company Secretary and Compliance Officer |
8.BOARD MEETINGS
The Board of Directors of the Company met 7(Seven) times during the financial year i.e
May 28, 2022, August 01, 2022, August 31, 2022, November 11, 2022, January 20, 2023,
February 14, 2023 and March 13, 2023.The Details of above mentioned Board Meetings are
also provided in Corporate Governance Report annexed herewith. The intervening gap
betweenthe 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 as Annexure-A and forms an integral part of this report.
13.AUDITORS AND AUDITOR'S REPORT
In terms of the provisions of section 139 of the Companies Act, 2013 read with
Companies (Audit and Auditors) Rules, 2014, M/s. R.S Kalra and Associates, Chartered
Accountants (Firm Registration No. 007744N), have been appointed as Statutory Auditors of
the Company to hold office from the conclusion of 17th Annual General Meeting till the
conclusion of 22nd Annual General Meeting to be held during calendar year 2024.
In accordance with the amendment to the provisions of Section 139 by the Companies
Amendment Act 2017, notified on May 7, 2018, by the Ministry of Corporate Affairs, the
appointment of Statutory Auditors is not required to be ratified by the Members at every
Annual General Meeting. Hence the resolution seeking ratification of the Members for
continuance of their appointment at this AGM is not being sought.
The Auditors' report for the financial year ended 31.03.2022 issued by M/s. R.S Kalra
and Associates, Chartered Accountants does not have any qualification, reservation,
adverse remark or disclaimer by the statutory auditors. Notes to Accounts and Auditors
remarks in their report are self-explanatory and do not call for any further comments.
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 Company has appointed ,M/s M.L Arora
& Associates, Practicing Company Secretaries, Ludhiana (CP No.F1226 and M.No. 2646) as
a Secretarial Auditors of the Company to undertake the Secretarial Audit of the Company.
The Secretarial Audit Report submitted by them in the prescribed form MR-3 is enclosed as
Annexure-E and forms part of this report. No adverse comment has been made in the said
report by Practicing Company Secretaries for the Company. This report is self-explanatory
and not require 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 May 29, 2023 appointed M/s Khushwinder Kumar & Co, Cost Accountants
(Registration No.100123), as the Cost Auditors of the Company for Financial Year 2023-24.
The Cost Audit Report for the financial year ended 31st March, 2023 due to be
filed with the Ministry of Corporate Affairs on or before the September 2023 and the cost
audit report for the Financial Year ended 31st March, 2022 was filed with MCA.
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) 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 .
19.REPORTING OF FRAUD
There is no instance of fraud during the year under review, which is required the
Statutory Auditor report to the Audit Committee and/or Board of Directors under section
143(12) of the Companies Act, 2013 and the rules framed thereunder.
20.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.
21. 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.
22. 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.
23. 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 is disclosed in
Form No. AOC -2 annexed as Annexure-B with this report.
24. LISTING WITH STOCK EXCHANGES:
The Equity shares of the Company are listed on the BSE Ltd.
25. CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of corporate governance and
adhere tothe 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.
26.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.
27. ANNUAL SECRETARIAL COMPLIANCE REPORT
The Company has filed Annual Secretarial Report under Regulation 24A of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 within its due date issued by
M/s M.L Arora & Associates, Practicing Company Secretaries, Ludhiana for the year
ended March 31, 2023 by confirming Compliance of SEBI Regulations/guidelines/ circulars
issued thereunder and applicable to the Company. No adverse comment has been made in the
said report by Practicing Company Secretaries for the Company. This report is
self-explanatory and not require any further comments.
28. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPA NIES
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.19561.66/-during the financial year 2022-23. The company does not have
any joint venture companies or associate's 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.
29. 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.
30. 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
31. 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.
a. Flats are so designed which have ample source of natural light which minimizes the
consumption of electricity.
b. Installed A/C drives in the lifts,
c. Use LED lighting in the common area as well as in flats.
d. 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.
32. FOREIGN EXCHANGE EARNINGS AND OUTGO
During the year, the total foreign exchange out go was Rs.1, 81, 42,212/-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 which is equivalent to Rs.2,35,95,996/-.
33. 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).
34. 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.
35. 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 organization's growth and its
sustainability in the long run.
36. RISK MANAGEMENT
Business risk evaluation and management is an ongoing process within the Company. The
Assessment is periodically examined by the Board. The management of the Company has
identified some of the major areas of concern having inherent risk, viz. Financial,
Commodity Price, Regulatory, Human Resource, Interest rate Risks. The processes relating
to minimizing the above risks have already been put in place at different levels of
management. The management of the Company reviews the risk management processes and
implementation of risk mitigation plans. The processes are continuously improved.
37. 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 Company's website at www.agiinfra.com.
38. OBLIGATION OF COMPANY UNDER THE SEXUAL H ARASSMENT 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. The internal
committee constituted under the said act has confirmed that no complaint/case has been
filed/ pending with the Company during the year.
39. PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE (IBC), 2016
The Board hereby declares that there is not any Application made or any proceeding
pending under the Insolvency and Bankruptcy Code (IBC), 2016' during the year. Therefore,
status at the end of the financial year of such cases or proceedings is Nil.
40. VALUATION OF SHARES FOR ONE TIME SETTLEMENT (OTS)
The Company has not undertaken or availed any One Time Settlement' (OTS) with the Bank
during the financial year. Therefore, the difference between the amounts of the valuation
executed at the time of one time settlement and the valuation done while taking loan from
the Banks or Financial Institutions along with the reasons thereof, does not arises.
41.CAUTIONARY STATEMENT
Statement in this Management's Discussion and Analysis detailing the Company's
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 Company's operations include global and Indian
demand-supply conditions, finished goods prices, cyclical demand and pricing in the
Company's principal markets, changes in Government regulations, tax regimes, economic
developments in India and other factors such as litigation and labor negotiations.
42. 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 |
For and on behalf of the Board of Directors |
| AGI INFRA LIMITED |
AGI INFRA LIMITED |
| Sd- |
Sd- |
| Sukhdev Singh Khinda |
Salwinderjit Kaur |
| Managing Director |
Whole Time Director |
| DIN: 01202727 |
DIN: 00798804 |
Place: Jalandhar
Date: - 02.09.2023
|