AGI Annual Report 2016

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AGI

INFRA LIMITED
TH
11
ANNUAL REPORT
2015-2016
CORPORATE INFORMATION

REGISTERED OFFICE: Jalandhar Heights,66FT Road


Village Pholriwal,
Near Urban Estate Phase-II,
Jalandhar-144001

CORPORATE OFFICE: Jalandhar Heights, 66FT Road


Village Pholriwal,
Near Urban Estate Phase-II,
Jalandhar-144001

BOARD OF DIRECTORS: S.Sukhdev Singh (Managing Director)


Mrs.Salwinderjit Kaur( Whole-Time Director)
Mr.Anuj Rai Bansal (Non-Executive Director)
Mr. Atul Mehta( Non-Executive Independent Director)
Mr.Manjit Singh (Non-Executive Independent Director)

COMPANY SECREATARY Ms. Aarti Mahajan


& COMPLIANCE OFFICER

AUDITORS M/S R.S.Kalra & Associates


Chartered Accountants
32-R, Model Town, Jalandhar

BANKERS Punjab National Bank


State Bank of India
Oriental Bank of Commerce
HDFC Bank Limited

SHARE TRANSFER AGENT Bigshare Services Private Limited


E/2, Ansa Industrial Estate,
Saki Vihar Road, Saki Naka,
Andheri (East), Mumbai 400072
Maharastra,(India)

CORPORATE IDENTITY NUMBER L45200PB2005PTC28466

EMAIL ID [email protected]
WEBSITE www.agiinfra.com
Message from MD’s Desk

Dear Stakeholder,

In a short span of time your company has grown manifold in a name to be


reckoned within Northern India. AGI Infra Ltd has also got huge response from Indian
Diaspora settled in various countries looking for a secured & comfortable living in green
environment of Jalandhar Heights. These have been possible through our focus on cost
effectiveness prompt customer service & Delivery of promised ingredients of Luxury Living.
Different categories of ready to move in flats of different sizes catering to the Rich & Middle
class alike have been offered spanning from 2 BHK, 3 BHK, 4 BHK, 5 BHK & and pent house
categories. AGI has become a premium brand & enjoys utmost confidence of all our stake
holders viz home buyers, vendors & investors.

We always has ensured that all statutory & environmental clearances are
obtained before launching various phases of Jalandhar Heights, thus enjoying support of all
government departments & trust of house seekers. The company will always remain
committed to environment safety and will take all necessary & ethical steps to protect the
surrounding environment of all our projects.

In the light of “Prime Minister’s Mission of Housing for All”, the company is
coming up with the new projects focusing affordable housing in the coming years, which has
tremendous scope in our country.

I thank all the AGI team members, investors, bankers and auditors for their
continuous contribution, involvement & support in the present and upcoming projects of the
company .We all are prepared to meet new opportunities & challenges and AGI will scale up
new heights with every coming day.

Yours truly,

(Sukhdev Singh)
Managing Director
DIN: 01202727
OUR PROJECTS

Projects Completed:-
1. JALANDHAR HEIGHTS-I:-
Phase I & Phase II (600 FLATS)
Completed in December 2015

2. AGI BUSINESS CENTER:-


Completed in March 2016 (82 SHOPS & OFFICES)
Projects under construction

Jalandhar Heights, Phase- III:- (509 Flats)

Jalandhar Heights-2 (460 Flats)


UPCOMING PROJECTS

AGI PRIDE:-

It is a commercial complex. Company has acquired land measuring 131 Marlas in the heart
of the city. The total frontage of the area is 282 Sq. Ft. Units constructed therein will be
stand alone shops having front towards the main road and small shops for retailing and
offices will be at upper floors.

AGI SMART HOMES

Honable Prime Minister envisioned ‘Housing for All’ by 2022 when our country completes
75 years of Independence. In order to contribute towards the national objective of providing
Affordable Homes to the urban poor, your company has taken a big initiative to undertake a
new project called “AGI Smart Homes” at Jalandhar. It will involve construction of around 1000
houses to fulfill dream to own a home. For the first time in the state of Punjab 2 BHK flats with
more than 640 Sft built up area with modern facilities viz lifts,car parking,playing school and
community hall etc.
Notice
Notice is hereby given that the 11th Annual General Meeting of the members of AGI Infra Limited will
be held on Tuesday 27th September, 2016 at 3.30 P.M. at the registered Office of the Company at
Jalandhar Heights, 66 Ft. Road, Village Pholriwal, Near Urban Estate, Phase-II, Jalandhar-144001 to
transact the following business:-

ORDINARY BUSINESS:

1. To receive, consider and adopt the audited financial statement of the Company for the financial
year ended March 31, 2016, including the Audited Balance Sheet as at March, 31 2016, the
Statement of Profit and Loss for the year ended on the date and the Report of the Board of
Directors (“Board”) and Auditors thereon.

2. To appoint a Director in place of Anuj Rai Bansal (DIN 01278966), who retires by rotation and
being eligible, offers himself for re-appointment.

3. Ratification of the appointment of M/s R.S Kalra & Associates, as Statutory Auditors of the
Company:

To consider, and if thought fit, to pass with or without modification(s), as an Ordinary


Resolution, the following:

“RESOLVED THAT pursuant to section 139 of the Companies Act, 2013 read with Companies
(Audit & Auditors) Rules, 2014, and other applicable provisions (if any) of the said Act and
pursuant to the recommendations of Audit Committee of the Board of Directors, the
appointment of M/s. R.S Kalra & Associates, Chartered Accountants (Registration
No.007744N) be and is hereby ratified as Statutory Auditors of the Company to hold office from
the conclusion of this AGM till the conclusion of 12th AGM of the Company and that the Board of
Directors of the company be and is hereby authorized to fix the remuneration considering the
recommendations of the Audit Committee.

RESOLVED FURTHER THAT Mr.Sukhdev Singh (DIN: 01202727), Managing director of the
company be and is hereby authorized to do all such acts deeds and things as may be required in
this regard including to file necessary forms with the concerned ROC and to sign the certified
copy of this resolution and /or otherwise to do such further acts, deeds, matters, and things to
give effect to this Resolution.”
SPECIAL BUSINESS

4. To Enhance the Borrowing Limits of the Board of Directors of the Company

TO CONSIDER AND IF THOUGHT FIT TO PASS WITH OR WITHOUT MODIFICATIONS THE


FOLLOWING AS A SPECIAL RESOLUTION

“RESOLVED THAT pursuant to the provisions of Section 180(1)(c) of the Companies


Act, 2013 including any statutory modifications, amendments or re-enactments thereof and
pursuant to the provisions of the Articles of Association of the Company, consent of the
Company be and is hereby accorded to the Board of Directors of the Company, to borrow from
time to time for the purpose of the business of the Company any sum or sums of money, for an
aggregate amount outstanding at any point of time not exceeding Rs. 1,40,00,00,000 (Rupees
One hundred Forty Crores only) (i.e. any component of borrowing repaid by the Company will
again be available to the Company for borrowing as long as the said ceiling of the outstanding
amount), on such terms and conditions as the Board of Directors may in its absolute discretion,
think fit and proper, whether the same may be secured or unsecured, notwithstanding that
monies to be borrowed together with the monies already borrowed by the Company (apart
from temporary loans as defined in the said provisions of the Act obtained from the Company’s
bankers in the ordinary course of business) may exceed at any time the aggregate of the paid-up
capital of the Company and its free reserves that is to say reserves not set apart for any specific
purpose, provided that the total amount up to which monies to be borrowed by the Board of
Director shall not exceed the aggregate of Rs. 1,40,00,00,000 ( Rupees One Hundred Forty
Crores Only) and the paid-up capital and reserves of the Company.

FURTHER RESOLVED THAT any of the Board of Directors, be and is, hereby authorized to take
such steps as may be necessary for obtaining approvals, statutory or otherwise, in relation to
the above and to settle all matters arising out of and incidental thereto and to sign and to
execute agreements, deeds, applications, documents and writings that may be required, on
behalf of the Company and generally to do all such acts, deeds, matters and things as may be
necessary, proper, expedient or incidental for giving effect to this resolution.”

5. APPROVAL FOR ENTERING INTO CONTRACTS AND/OR AGREEMENTS WITH RELATED


PARTIES

TO CONSIDER AND IF THOUGHT FIT TO PASS WITH OR WITHOUT


MODIFICATIONS THE FOLLOWING AS A SPECIAL RESOLUTION

“RESOLVED THAT pursuant to the provisions of Section 188 and all other applicable
provisions, if any, of the Companies Act, 2013 (the ‘Act’) and subject to such approvals,
consents, sanctions and permissions as may be necessary, consent of the members of the
company be accorded to the Board of Directors of the Company to enter into contracts and/or
agreements with S. Sukhdev Singh, Related Parties as defined under the Act with respect to
selling or otherwise disposing of, or buying property of any kind upto Rs. 15 Crores during the
financial year 2016-17 in such transactions and by such modes as may be deem fit by the
Company and as per draft contract produced in the meeting and duly initialed by the Chairman
for the purpose of identification.

RESLOVED FURTHER THAT the Board of Directors of the Company be and is hereby
authorized to take such steps as may be necessary for obtaining approvals, statutory,
contractual or otherwise, in relation to the above and to settle all matters arising out of and
incidental thereto, and to sign and execute all deeds, applications, documents and writings that
may be required, on behalf of the Company and generally to do all acts, deeds, matters and
things that may be necessary,proper, expedient or incidental thereto for the purpose of giving
effect to this Resolution.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby
authorized to determine the actual sums to be involved in the proposed transactions and the
terms & conditions related thereto and all other matters arising out of or incidental to the
proposed transactions and generally to do all acts, deeds, matters and things that may be
necessary, proper, expedient or incidental thereto for the purpose of giving effect to this
Resolution”.

Regd Office: By Order of the Board


Jalandhar Heights, 66 Ft Road, AGI INFRALIMITED
Village Pholriwal Near Urban Estate
Phase-II, Jalandhar, Punjab-144001

Aarti Mahajan
Company Secretary
Membership No.38396
Place: Jalandhar
Date: 30.08.2016
NOTES

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT


PROXY TO ATTEND AND ON A POLL TO VOTE INSTEAD OF HIMSELF AND A PROXY NEED NOT BE
A MEMBER OF THE COMPANY.

A person can act as proxy on behalf of members not exceeding fifty (50) and holding in the aggregate
not more than ten percent of the total share capital of the company. Proxies in order to be effective,
should be duly completed, stamped and must be deposited at the office of the Company’s registrar &
share transfer agent- Bigshare Services Private Limited, E/2, Ansa Industrial Estate, Saki Vihar Road,
Saki Naka, Andheri (East), Mumbai-400072, Maharashtra, (India) not less than forty-eight hours before
the time for commencement of the meeting or with the company at its registered office.

2. The relative Explanatory Statement under Section 102 of the Companies Act, 2013 in respect of Item
No. 4 and Item No.5 of the Notice as set out above, is annexed hereto.

3. Register of Members and Share Transfer Books of the Company shall remain closed from Monday,
September 19, 2016 to Tuesday, September 27, 2016 (both days inclusive).

4. Notice of Annual General Meeting will be sent to those shareholders/beneficial owners, whose name
will appear in the register of members/list of beneficiaries received from the depositories as on 26th
August, 2016.

5. Copies of Notice of 11th AGM along with attendance slip & proxy form and Annual Report 2016 are
being sent by electronic mode only to the members whose email addresses are registered with the
Company/Depository Participant(s) for communication purposes unless any member has requested for
a hard copy of the same. For members who have not registered their email addresses, physical copies of
the aforesaid documents are being sent by the permitted mode.

6. Members desirous of obtaining any information concerning the accounts and operations of the
Company are requested to address their queries in writing to the Company Secretary at least seven
days before the date of the meetings so that the information required may be made available at the
meeting.

7. Members are requested to produce the attendance slip duly signed as per specimen signature
recorded with the company for admission to the company hall.

8. Members who hold shares in the Dematerialized form are requested to bring their Client ID and DP
ID numbers for easy identification of attendance at the 11th Annual General Meeting.

9. Corporate Members intending to send their authorized representatives to attend the Meeting are
requested to send a certified copy of Board resolution authorizing their representative to attend and
vote on their behalf at the Meeting.

10. Members/Proxies are requested to bring to the meeting the Attendance slip duly filled in along
with their copy in this Annual Report.

11. The Company’s Shares are listed on the SME Platform of BSE Limited

12. The Transfer of Unclaimed Dividend to Investor Education & Protection Fund of the Central
Government as required in terms of Section 125 of the Companies Act, 2013, during the current
Financial Year is not applicable.
13. The Details of the Directors appointed/re-appointed during the year is provided herewith as a part
of Corporate Governance Report as required by regulation 27 of the Listing Regulation.

14. The Company’s website is www.agiinfra.com. The Notice of the Annual General Meeting and Annual
Report of the company are made available on the Company’ website.

15. All queries relating to Share Transfer and allied subjects should be addressed to:

Bigshare Services Private Limited


E-2/3, Ansa Industrial Estate, Sakivihar Road,
Sakinaka, Andheri (E),
Mumbai - 400 072,
Maharashtra, India

Regd Office: By Order of the Board


Jalandhar Heights, 66 Ft Road, AGI INFRALIMITED
Village Pholriwal Near Urban Estate
Phase-II, Jalandhar, Punjab-144022

Aarti Mahajan
Company Secretary
Membership No.38396
Place: Jalandhar
Date: 30.08.2016
ANNEXURE TO THE NOTICE

ITEM NO. 2

DETAILS OF DIRECTORS SEEKING APPOINTMENT/ RE-APPOINTMENT AS REQUIRED UNDER


REGULATION 36(3) OF SEBI (LODR) REGULATIONS, 2015

Details of Mr. Anuj Rai Bansal seeking re-appointment in the company (Item No.2)

Name of the Director


Anuj Rai Bansal
Director Identification Number (DIN)
01278966
Date of Birth
01/10/1977
Nationality
Indian
Date of Appointment on Board
16/02/2011
Qualification
B.Com, FCS,L.L.B
Executive & Non Executive Director Non-Executive Director
Promoter Group No
Independent Director No
Shares held in the Company
55800
List of Directorships in other Companies
NIL
Chairman/member of the Committees of
the Board of other companies in which he is
NIL
a Director

EXPLANATORY STATEMENT TO SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE


COMPANIES ACT, 2013.

ITEM NO. 4

(i) In order to meet the funds requirement of the Company, from time to time and considering quantum
of loan intended to be borrowed by Company at a future date not exceeding Rs. 1,40, 00, 00, 000
outstanding at any point of time, it has been proposed to have approval of members of the Company. As
Provisions of Section 180(1) (c) of the Companies Act, 2013 requires a special resolution to be passed
by the shareholders for enabling the Board to borrow money in excess of the paid-up capital and free
reserves of the Company. Hence, Board of Directors proposed to put before your good selves the
resolution at Item No. 4 for your kind consideration and approval as Special Resolution.

(ii) None of the Directors, Key Managerial Personnel of the Company or their relatives or any of other
officials of the Company, is, in any way, financially or otherwise, concerned or interested in the
resolution.

ITEM NO. 5

(a) Pursuant to Section 188 of the Companies Act, 2013, the Company can enter into transaction
mentioned under aforesaid resolution, which are not in the ordinary course of business and/or are not
on arm length basis, only with the approval of the shareholders accorded by way of a special resolution.
Though, your Company enters into transactions with related parties at arm’s length basis, but as the
director is interested in such contracts and arrangements, hence, the proposed resolution at item no. 5
has been recommended for approval of shareholders as a special resolution.

Name of Related Party, Name of Directors/ KMP who is related and nature of Interest
Particulars of the Contract and relevant information (In Rs.)

Name of Name of Directors/ KMP Particulars of the Yearly


Related Party who is related and nature of Contract and Monetary
Interest relevant Value (In Rs.)
information
M/s Aay Jay Mr Sukhdev Singh Selling or otherwise Upto to Rs 15
Builders disposing of or Crores
(Proprietor) buying, property of
any kind.

b) Mr.Sukhdev Singh (DIN: 01202727), Managing Director of the company is personally interested in
the above resolution.

Regd Office: By Order of the Board


Jalandhar Heights, 66 Ft Road, AGI INFRALIMITED
Village Pholriwal Near Urban Estate
Phase-II, Jalandhar, Punjab-144001

Aarti Mahajan
Company Secretary
Membership No.38396
Place: Jalandhar
Date: 30.08.2016
DIRECTORS REPORT TO THE MEMBER
To,

The Members,

Your Directors have pleasure in presenting their 11th Annual Report on the business and operations of
the Company and the accounts for the Financial Year ended March 31, 2016.

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


The Board’s Report shall be prepared based on the stand alone financial statements of the company.

(Rs. In Lacs)

Particulars 2015-2016 2014-15

Gross Income 6097.17 4098.94

Profit Before Interest and 1280.07 1029.99


Depreciation

Finance Charges 539.63 458.74

Gross Profit 740.44 571.25

Provision for Depreciation 159.07 152.89

Net Profit Before Tax 581.37 418.36

Provision for Tax 191.35 134.76

Net Profit After Tax 390.00 283.59

2.BUSINESS PERFORMANCE

The Company is in the business of construction and developing group housing projects and commercial
projects. There is no other segment in which the company has carved into the business. Therefore
division wise working details are not applicable. Company has earned a net profit of Rs 3,90,
01,164.39/- as compared to last year’s profit of Rs. 2,83,59,634.94/-. The efforts of directors and
employees of the company can clearly be seen from the performance of the company.

3. DIVIDEND
Keeping in view the future growth, to conserve resources, the Directors do not recommend any
dividend for the year ended March 31, 2016.
4. RESERVES
As per section 134(3) (j) of the Companies Act, 2013, The Company does not transfer any amount to
reserves during F.Y. 2015-2016.

5. SHARE CAPITAL

The paid up equity capital as on March 31, 2016 was Rs.102167200. 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, Non Executive Director retires by rotation at the forthcoming Annual General Meeting
and being eligible, offer himself for reappointment.

Also, Ms Neelu Kapoor has resigned from the designation of Company Secretary cum Compliance
Officer w.e.f 22.03.2016 and Ms. Aarti Mahajan has been appointed as Company Secretary cum
compliance officer of the company with effect from April 12, 2016.

B. BOARD EVALUATION

Board Evaluation As required under the provisions of Section 134(3) (p), the Board has carried out an
annual performance evaluation of its own performance and the manner in which such performance
evaluation was carried out is as under:

The performance evaluation framework is in place and has been circulated to all the directors to seek
their response on the evaluation of the entire Board and independent directors. The Nomination and
Remuneration Committee shall carry out evaluation of Director’s performance.

The criteria of evaluation is exercise of responsibilities in a bona fide manner in the interest of the
Company, striving to attend meetings of the Board of Directors/ Committees of which he/she is a
member/ general meetings, participation constructively and actively in the meetings of the Board
/Committees of the Board, etc

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 8 (Eight) times during the financial year 2015-16. The
Details of above mentioned Board Meetings are 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 AUDITOR’S REPORT

The appointment of Statutory Auditors of the Company, M/s R.S Kalra & Associates, of Jalandhar,
Chartered Accountants,(Firm Registration No. 007744N), who were initially appointed as Statutory
Auditors by the members for two years in the 10th AGM, would be ratified in the ensuing Annual
General Meeting. The observations of the Auditors if any, and the relevant notes on the accounts are
self-explanatory and therefore do not call for any further comments.

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 M/s Ashwani Kant & Associates as its 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.

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 arm’s length
transactions under third proviso thereto is disclosed in Form No. AOC -2 annexed as Annexure-A
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- B .

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) A rule, 2014 is annexed as Annexure-C

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 has appointed , CS Saurabh Aggarwal,
Practicing Company Secretary ,Jalandhar (CP No.16555) as a Secretarial Auditors of the Company for
the year 2015-2016. The report of the Secretarial Auditors is enclosed as Annexure D 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
The Wholly Subsidiary Company named “AGI COLD CHAIN PRIVATE LIMITED” has been incorporated
on 23rd day of June, 2016.

16. DEPOSITS

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

17. PARTICULARS OF 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 CERTIFICATE


Your company practices a culture that is built on core values and ethical governance practices and is
committed to transparency in all its dealings. A Report on Corporate Governance along with a
certificate from Secretarial Auditors M/s Saurabh Aggarwal , Practicing Company Secretaries
regarding compliance of conditions of corporate governance as stipulated in Clause 52 of the SME
Listing Agreement entered by the company with the BSE Ltd. & SEBI (LODR) Regulations, 2015 is
annexed to this report and forms part of this report.
Note: - Members’ please note that SEBI vide its Notification dated September 02, 2015 makes the
regulations known as “SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015” which
shall be effective from 01st December, 2015 thereby replacing the “Listing Agreement” entered by the
company with BSE Ltd. Hence, the company was required to follow the said regulations instead of “Listing
Agreement” requirements from 01st December, 2015 and according to the said regulations the company
(being Listed on a SME Platform of BSE Ltd) is exempted from the corporate Governance Requirements
provided under regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para
C, D and E of Schedule V.

A detailed analysis of the Company’s performance is discussed in the Management Discussion and
Analysis Report, annexed to this report and forms part of this Report.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR provisions were not applicable on the company during the year under review. However
keeping in view the profitability of the company for the year 2015-16, Company is under obligation to
carry out the CSR activities in the year 2016-17 for which a committee has already been constituted on
30.05.2016.

20. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The company does not have any subsidiary companies or joint venture companies or associate
companies during the year under review. Also, there was no company which have become or ceased to
become the subsidiaries/joint ventures/associate company (ies) during the year.

21. LISTING WITH STOCK EXCHANGES:

The Company is listed on SME Platform of Bombay Stock Exchange Ltd. and confirms that it has paid
the Annual Listing Fees for the financial year 2016-2017 to BSE Ltd. where the Company’s 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 Company’s 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 Rain Harvesting
System are implanted as a recharging well.

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.

25. Foreign exchange earnings and Outgo

During the year, the total foreign exchange outgo was $ 659443.50 which was equivalent to
Rs. 4, 22, 93, 265.

Sometimes payments against sale of flats to NRI Customers are received in foreign exchange which are
credited to their accounts by getting converted into Indian Rupees on the same date.

26. HUMAN RESOURCES

Your Company treats its “human resources” as one of its most important assets.

Your Company continuously invest 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 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 company
to 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 the going
concern status and company’s 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.

28. 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 express their deep sense of appreciation and gratitude towards all employees and staff of the
company and wish 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 Whole Time Director
DIN: 01202727 DIN: 00798804

Place: Jalandhar
Date: 30.08.2016
Annexure - A

FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the
Companies (Accounts) Rules, 2014.

Form for Disclosure of particulars of contracts/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 transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arm’s length basis.

SL. No. Particulars Details

a) Name (s) of the related party & nature of Nil


relationship

b) Nature of contracts/arrangements/transaction Nil

c) Duration of the Nil


contracts/arrangements/transaction

d) Salient terms of the contracts or arrangements or Nil


transaction including the value, if any

e) Justification for entering into such contracts or Nil


arrangements or transactions’

f) Date of approval by the Board Nil

g) Amount paid as advances, if any Nil

h) Date on which the special resolution was passed in Nil


General meeting as required under first proviso to
section 188
2. Details of contracts or arrangements or transactions at Arm’s length basis.

SL. No. Particulars Details

a) Name (s) of the related party & nature of AGI Hospitalities limited (
relationship Managing Director and
Whole Time Director of
the Company is interested
being Managing Director
and Director respectively
of the of the concern
company)

b) Nature of contracts/arrangements/transaction Contract of Sale of Shops

c) Duration of the During the year


contracts/arrangements/transaction

d) Salient terms of the contracts or arrangements or Rs.1,00,00,000


transaction including the value, if any

e) Date of approval by the Board 29.05.2015

f) Amount paid as advances, if any Nil


3. Details of contracts or arrangements or transactions at Arm’s length basis.

SL. No. Particulars Details

a) Name (s) of the related party & nature of Aay Jay Builders(
relationship Managing Director of the
Company is interested
being the proprietor of the
Concern)

b) Nature of contracts/arrangements/transaction Contract of Purchase of


Fixed Asset

c) Duration of the During the year


contracts/arrangements/transaction

d) Salient terms of the contracts or arrangements or Rs.1,15,80,660


transaction including the value, if any

e) Date of approval by the Board 29.05.2015

f) Amount paid as advances, if any Nil


4. Details of contracts or arrangements or transactions at Arm’s length basis.

SL. No. Particulars Details

g) Name (s) of the related party & nature of Aay Jay Builders(
relationship Managing Director of the
Company is interested
being the proprietor of the
Concern)

h) Nature of contracts/arrangements/transaction Contract of Sale of


Material

i) Duration of the During the year


contracts/arrangements/transaction

j) Salient terms of the contracts or arrangements or Rs.92,51,000


transaction including the value, if any

k) Date of approval by the Board 29.05.2015

l) Amount paid as advances, if any Nil

Form shall be signed by the people who have signed the Board’s Report.

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 Whole Time Director
DIN: 01202727 DIN: 00798804

Place: Jalandhar
Date: 30.08.2016
Annexure B

FORM NO. MGT 9


EXTRACT OF ANNUAL RETURN
As on financial year ended on 31.03.2016
Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company
(Management & Administration) Rules, 2014.

I. REGISTRATION & OTHER DETAILS:

1. CIN L5200PB2005PLC028466

2. Registration Date 27/05/2005

3. Name of the Company AGI INFRA LIMITED

4. Category/Sub-category Company Limited by Shares


of the Company

5. Address of the Jalandhar Heights, 66 FT. Road, Viilage Pholriwal,Near


Registered office & Urban Estate Phase-II, Jalandhar-144001.
contact details

6. Whether listed company Yes (BSE Ltd.)

7. Name, Address & Bigshare Services Private Limited


contact details of the E-2, Ansa Industrial Estate, Sakivihar Road,
Registrar & Transfer Saki Naka, Andheri ( East), Mumbai-400 072.
Tel: +91-22-40430200;
Agent, if any.
Fax:+91-22-28475207;
Email: [email protected]
Investor Grievance Email: [email protected]
Website: www.Bigshareonline.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

(All the business activities contributing 10 % or more of the total turnover of the company shall be
stated)

S. No. Name and Description of main NIC Code of the % to total turnover of the
products / services Product/service company

1 Reality 4100 100%


III. PARTICULARS OF HOLDING,SUBSIDARY & ASSOCIATE COMPANIES

(All the business activities contributing 10 % or more of the total turnover of the company shall be
stated)

SN Name and Description of main NIC Code of the % to total turnover of the
products / services Product/service company
1 N/A N/A N/A

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
Category-wise Share Holding

Category of No. of Shares held at the beginning of the No. of Shares held at the end of the year[As on %
Shareholders year[As on 31-March-2015] 31-March-2016] Change
during
Demat P Total % of Demat Physic Total % of the year
h Total al Total
y Shares Shares
si
c
a
l

A. Promoters - - - - - - - - -

(1) Indian

a) Individual/ No
5255320 - 5255320 51.44 5255320 - 5255320 51.44
HUF Change

b) Central Govt - - - - - - - - -

c) State Govt(s) - - - - - - - - -

d) Bodies Corp. - - - - - - - - -

e) Banks / FI - - - - - - - - -

f) Any other - - - - - - - - -
Total
shareholding No
5255320 - 5255320 51.44 5255320 - 5255320 51.44
of Promoter Change
(A)

2. Foreign

a)Individual (
Non Resident
Individuals/For
No
2156000 - 2156000 21.10 2156000 - 2156000 21.10
Change
eign
Individuals)

b)Bodies
- - - - - - - - -
Corporate

c)Institutions - - - - - - - - -

d)Qualified
Foreign - - - - - - - - -
Investor

e)Any other
- - - - - - - - -
specific

Sub Total (a) No


2156000 - 2156000 21.10 2156000 - 2156000 21.10
(2) Change

Total
Shareholding
of Promoter &
Promoter
No
7411320 - 7411320 72.54 7411320 - 7411320 72.54
Change
Group
(A)=(A)(1)+(A)
(2)

B. Public
Shareholding

1. Institutions
a) Mutual Funds - - - - - - - - -

b) Banks / FI - - - - - - - - -

c) Central Govt - - - - - - - - -

d) State Govt(s) - - - - - - - - -

e) Venture
- - - - - - - - -
Capital Funds

f) Insurance
- - - - - - - - -
Companies

g) FIIs - - - - - - - - -

h) Foreign
Venture Capital - - - - - - - - -
Funds

i) Market Maker 326000 - 326000 3.19 184000 - 184000 1.80 (1.39)

Sub-total
326000 - 326000 3.19 184000 - 184000 1.80 (1.39)
(B)(1):-

2. Non-
Institutions

a) Bodies Corp.

668000 - 668000 6.54 1251000 - 1235000 12.09 5.55

i) Indian

ii) Overseas - - - - - - - - -

b) Individuals

i) Individual
shareholders
holding nominal 405600 - 405600 3.99 142600 - 142600 1.40 (2.59)
share capital up
to Rs. 1 lakh
ii) Individual
shareholders
holding nominal
1405800 - 1405800 13.76 1242800 - 1242800 12.16 (1.6)
share capital in
excess of Rs 1
lakh

c) Others
- - - - - - - - -
(specify)

Non Resident
- - - - - - - - -
Indians

Overseas
Corporate - - - - - - - - -
Bodies

Foreign
- - - - - - - - -
Nationals

Clearing
- - - - 1000 - 1000 0.01 0.01
Members

Trusts - - - - - - - - -

Foreign Bodies -
- - - - - - - - -
DR

Sub-total
2479400 - 2479400 24.27 2621400 - 2621400 25.66 1.39
(B)(2):-

Total Public No
2805400 - 2805400 27.46 2805400 - 2805400 27.46
Shareholding change
(B)=(B)(1)+
(B)(2)

C. Shares held
by Custodian
- - - - - - - - -
for GDRs &
ADRs

Grand Total No
10216720 10216720 100 10216720 - 10216720 100.00
(A+B+C) change
B) Shareholding of Promoter & Promoter Group-

S Shareholder’s Shareholding at the beginning of the Shareholding at the end of the year %
N Name year change
in
No. of % of total %of Shares No. of % of total %of Shares sharehol
Shares Shares of Pledged / Shares Shares of Pledged / ding
the encumbered the encumbered to during
company to total shares company total shares the year

1 Sukhdev No
4030320 39.45 0 4030320 39.45 0
Singh Change

2 No
Ranjit Singh 1813000 17.74 0 1813000 17.74 0
Change

3 Salwinderjit No
1225000 11.99 0 1225000 11.99 0
Kaur Change

4 Bikramjit No
343000 3.36 0 343000 3.36 0
Singh Change

No
Total 7411320 72.54 7411320 72.54 0
Change

C) Change in Promoters’ Shareholding (please specify, if there is no change)

SN Particulars Shareholding at the Cumulative Shareholding


beginning of the year during the year

No. of % of total No. of % of total


shares shares
shares of the shares of the

company company

At the beginning of the year 7411320 72.54 - -

Date wise Increase / Decrease in - - 7411320 72.54


Promoters Shareholding during the year
specifying the reasons for increase /
decrease (e.g. allotment /transfer /
bonus/ sweat equity etc.):

At the end of the year 7411320 72.54 - -


D) Shareholding Pattern of top ten Shareholders:

(Other than Directors, Promoters and Holders of GDRs and ADRs):

S. For Each of Shareholding at the Date Increase Reason Cumulative


No the Top 10 beginning /Decrease Shareholding
during the
Shareholders of the year In
shareholdi year
ng

No. of % of No. of % of
shares total shares total

shares shares
of the of the

compa compa
ny ny

1 AVENDUS 270000 2.64 31.03.2016 ----------- ---------- 270000 No


ADVISIORS change
LIMITED

2 LA MANCHA -------- 10-04-15 +60000 Purchase


ENTERPRISE
S PRIVATE 29-05-15 +72000 Purchase
LIMITED
05-06-15 +48000 Purchase

10-07-15 +24000 Purchase

18-09-15 +22000 Purchase

11-12-15 +20000 Purchase

31-03-16 246000 2.41

3 TIA -------- 15-05-15 +126000 Purchase


ENTERPRISE
S PRIVATE 22-05-15 +14000 Purchase
LIMITED
29-05-15 +36000 Purchase

21-08-15 +20000 Purchase


02-10-15 +22000 Purchase

31-03-16 218000 2.13

4 ARYAMAN 326000 3.19 10-04-15 +112000 Purchase


CAPITAL
MARKETS 17-04-15 +88000 Purchase
LIMITED
24-04-15 +2000 Purchase

01-05-15 -30000 Sale

08-05-15 +4000 Purchase

15-05-15 -112000 Sale

22-05-15 -16000 Sale

29-05-15 -46000 Sale

05-06-15 +6000 Purchase

12-06-15 +6000 Purchase

19-06-15 +10000 Purchase

26-06-15 -22000 Sale

03-07-15 -2000 Sale

10-07-15 -64000 Sale

24-07-15 +6000 Purchase

31-07-15 -8000 Sale

14-08-15 +6000 Purchase

21-08-15 -2000 Sale

04-09-15 +20000 Purchase

11-09-15 -2000 Sale

18-09-15 -16000 Purchase

28-09-15 -2000 Sale

30-09-15 +4000 Purchase


02-10-15 -10000 Purchase

09-10-15 -4000 Sale

16-10-15 -6000 Sale

13-11-15 +2000 Purchase

20-11-15 +9000 Purchase

11-12-15 -33000 Sale

15-01-16 +2000 Purchase

05-02-16 -1000 Sale

26-02-16 +1000 Purchase

11-03-16 -57000 Sale

18-03-16 +16000 Purchase

25-03-16 -1000 Sale

31-03-16 -2000 Sale

31-03-16 184000 (1.39)

5. RAVINDER 184000 1.80 31.03.2016 --------- ---------- 184000 No


GUPTA HUF change

6. GUNDEEP 170000 1.66 31.03.2016 ---------- ---------- 170000 No


SINGH change

7. ASHA 152000 1.49 31.03.2016 ---------- ---------- 152000 No


SHOPPERS change
PRIVATE
LIMITED

8. SHALLU 134000 1.31 31.03.2016 ------------ ----------- 134000 No


CHOPRA change

9. GURPREET 122000 1.19 31.03.2016 ----------- --------- 122000 No


SINGH change

10 MADHUR 94000 0.92 31.03.2016 ---------- ----------- 94000 No


. COLD change
STORAGE
LIMITED
E) Shareholding of Directors and Key Managerial Personnel:

(a ) Sukhdev Singh-Promoter Director – Kindly refer IV (B)-in change in promoter shareholding.

(b) Salwinderjit Kaur- Promoter Director- Kindly refer IV (B)-in change in promoter shareholding.

(c)Anuj Rai Bansal- Chairman & Non-Executive Director

SN Shareholding of each Directors and each Shareholding at the Cumulative


Key Managerial Personnel beginning Shareholding during
the
of the year
year

No. of % of total No. of % of total


shares shares
shares of shares of
the the

company company

At the beginning of the year 55800 0.55 - -

Date wise Increase / Decrease in 55800 0.55


Promoters Shareholding during the year
specifying the reasons for increase
/decrease (e.g. allotment / transfer /
bonus/ sweat equity etc.):

At the end of the year 55800 0.55

F) INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due
for payment.

Secured Loans Unsecured Total


Deposits
excluding deposits Loans Indebtedness

Indebtedness at the beginning of the


financial year

i) Principal Amount 29.17 0.44 - 29.61


ii) Interest due but not paid 0.36 0.03 - 0.39

iii) Interest accrued but not due - - -

Total (i+ii+iii) 29.53 0.47 30.00

Change in Indebtedness during the


financial year

* Addition(+) 18.51 - - 18.51

* Reduction(-) 12.69 - - 12.69

Net Change 5.82 - - 5.82

Indebtedness at the end of the


financial year

i) Principal Amount 35.35 0.47 - 35.82

ii) Interest due but not paid 4.68 0.04 - 4.72

iii) Interest accrued but not due - - - -

Total (i+ii+iii) 40.03 0.51 - 40.54

XI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

A. Remuneration to Managing Director, Whole-time Directors and/or Manager: (in Lacs)

SN. Particulars of Name of MD/WTD/ Manager Total


Remuneration Amount

Sukhdev Salwinderjit ---- ---


Singh MD Kaur WTD

1 Gross salary

(a) Salary as per 48.00 36.00 84.00


provisions contained
in section 17(1) of the
Income-tax Act, 1961

(b) Value of -- -- -- -- --
perquisites u/s 17(2)
Income-tax Act, 1961

(c) Profits in lieu of -- -- -- -- --


salary under section
17(3) Income- tax Act,
1961

2 Stock Option -- -- -- -- --

3 Sweat Equity -- -- -- -- --

4 Commission -- -- -- -- --
- as % of profit
- others, specify…
5 Others, please specify - -- -- -- --
Total (A) 48.00 36.00 -- -- 84.00
Ceiling as per the Act 84.00

B. Remuneration to other directors

SN. Particulars of Remuneration Name of Directors Total Amount

(per meeting) ----- ---- ---- ---

1 Independent Directors Atul Manjit


Mehta Singh

Fee for attending board meetings


25500 25500 -- -- 51000
committee meetings

Commission -- -- -- -- --

Others, please specify -- -- -- -- --

Total (1) 25500 25500 -- -- 51000

2 Other Non-Executive Directors Anuj


Bansal

Fee for attending board meetings


4500 -- -- -- 4500
committee meetings

Commission -- -- -- --

Others, please specify -- -- -- --

Total (2) 4500 -- -- -- 4500

Total (B)=(1+2) 30000 25500 55500


Total Managerial
-- -- --
Remuneration

Overall Ceiling as per the Act 1 Lac


per
meeting

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN

MD/MANAGER/WTD

(in Lacs)

SN Particulars of Remuneration Key Managerial Personnel

CEO Neelu Anchal Total


Kapoor Kasyap
(Company
Secretary) (Chief
Financial
Officer)

1 Gross salary(per annum)

(a) Salary as per provisions contained in - 2.68 3.07 5.75


section 17(1) of the Income-tax Act, 1961

(b) Value of perquisites u/s 17(2) Income-


tax Act, 1961

(c) Profits in lieu of salary under section


17(3) Income-tax Act, 1961

2 Stock Option - - - -

3 Sweat Equity - - - -

4 Commission - - - -

- as % of profit

others, specify…

5 Others, please specify - - - -

Total 2.68 3.07 5.75


XII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Brief Details of Penalty Authority Appeal made,


Companies Act Description / Punishment/ [RD / NCLT/ if any (give
Compounding COURT] Details)
fees imposed

A. COMPANY

Penalty - - - - -

Punishment - - - - -

Compounding (i)Section 211 Transaction Application - -


and with the under process.
interested
party.

(ii) Section Disclosure


217 amount
payment
Gratuity.

B. DIRECTORS

Penalty - - - - -

Punishment - - - - -

Compounding - - - - -

C. OTHER OFFICERS IN DEFAULT

Penalty -- - - - -

Punishment - - - - -

Compounding - - - - -

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 Whole Time Director
DIN: 01202727 DIN: 00798804

Place: Jalandhar
Date: 30.08.2016
ANNEXURE ‘C’
Forming Part of the Directors’ Report
Details of Ratio of Remuneration of Directors
A) [Section 197(12), read with Rule 5 of Companies (Appointment and Remuneration of Managerial
Personnel), Rules, 2014]
(i) the ratio of the remuneration of each director Name of the Director Ratio to the Median
to the median remuneration of the employees of Mr. Sukhdev Singh 26.67
the company for the financial year; Managing Director
Mrs. Salwinderjit Kaur 20.00
Whole Time Director
(ii) the percentage increase in remuneration of
each director, Chief Financial Officer, Chief Name of the Directors &
% increase
Executive Officer, Company Secretary or Manager, Key Managerial Personnel
if any, in the financial year;
Mr. Sukhdev Singh
33.33%
Managing Director
Mrs. Salwinderjit Kaur
50.00%
Whole Time Director
Ms. Anchal Kashyap 21%
Chief Financial Officer
Ms.Neelu Kapoor 10%
Company Secretary
(iii) the percentage increase in the median
50%
remuneration of employees in the financial year;
(iv) the number of permanent employees on the
93
rolls of company;
(v) average percentile increase already made in
the salaries of employees other than the
managerial personnel in the last financial year and Average increase in employees salary: 18.88%
its comparison with the percentile increase in the Average increase in managerial personnel salary
managerial remuneration and justification thereof (Directors’ Salary) : 40%
and point out if there are any exceptional
circumstances for increase in the managerial
remuneration;
(vi) the key parameters for any variable
Variable Pay is in accordance with the performance of
component of remuneration availed by the
the company as well as the individual.
directors;
(vii) Affirmation that the remuneration is as per Yes, the remuneration is as per the Remuneration Policy
the remuneration policy of the company. of the Company.
B) Details of the every employee of the Company as required pursuant to rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014:-

- Drawing salary of 60 Lakhs or above for the year if employed throughout the year -Nil
- Drawing salary of 5 Lakhs p/m or above for a month if employed for part of the year -Nil
- Drawing salary more than the salary of MD and having 2% stake in the company -Nil
Annexure-D

Dated: 29.08.2016.

Ref:SA/AIL/SAR/01
FORM NO. MR-3
Secretarial Audit Report
(For the Financial Year Ending 31.3.2016)
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To
The Members,
AGI Infra Limited,
Jalandhar

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the
adherence to good corporate practices by AGI Infra Limited, having registered office at #Jalandhar
Heights, 66FT. Road, Village Pholriwal, Near Urban Estate, Phase-II Jalandhar
144001(PUNJAB)Corporate Identification No.L45200PB2005PLC028466 (hereinafter called the
Company).Secretarial Audit was conducted in a manner that provided us a reasonable basis for
evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the books, papers, minute books, forms and returns filed and other records
maintained by the Company and also the information provided by the Company, its officers, agents and
authorized representatives during the conduct of secretarial audit, we hereby report that in our
opinion, the Company has, during the audit period ended on 31.03.2016,complied with the statutory
provisions listed hereunder and also that the Company has proper Board-processes and compliance-
mechanism in place to the extent, in the manner andsubject to the reporting made hereinafter:

1. We have examined the books, papers, minute books, forms and returns filed and their records
maintained by (“The Company”) for the period ended on 31.3.2016according to the provisions of:

I. The Companies Act, 1956 and Companies Act, 2013 (the Act) and the Rules made
thereunder, as applicable;

II. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules thereunder;

III. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

IV. Foreign Exchange Management Act, 1999 and the Rules and Regulations made there under to
the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial
Borrowings;

V. The following Regulations and Guidelines prescribed under the Securities and
Exchange Board of India Act, 1992 (‘SEBI Act’) are applicable to the Company being the listed
entity:-
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers)Regulations, 2011;
b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
1992;
c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009;
d. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer
Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
e. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;
and
f. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;
g. the Company has complied with the requirements under the Equity Listing Agreements
entered into with BSE Limited and
i. The Listing Agreements entered into by the Company with the Stock Exchanges.

VI. As informed to us, the other laws specifically applicable to the Company have been complied
with. In this regard, we have relied on the information/records produced by the Company during
the course of Audit on test check and randomly basis and limited to that extent only and was
limited to following acts:
.
 Punjab Apartment and Property Regulation Act, 1995
 The Payment of Wages Act, 1936.
 The Minimum Wages Act, 1948.
 Employees Provident Fund And Misc. Provisions Act, 1952.
 The Payment of Bonus Act, 1965.
 The Environment (Protection) Act, 1986.
 Electricity Act 2003.
 Payment of Gratuity Act,1972.
 Water (Prevention & Control of Pollution) Act 1974 and rules thereunder.
 Air (Prevention & Control of Pollution) Act 1981 and rules thereunder.
 Income Tax Act with respect to filing of TDS Returns, Challans and Returns.
 Service Tax Act with respect to filing of Challans and Returns.

We have also examined compliance with the applicable clauses of the following, wherever
applicable:

i) Secretarial Standards issued by The Institute of Company Secretaries of India.

ii) The Listing Agreements entered into by the Company with the BSE SME Limited. During the period
under review and as per the explanations and clarifications given to us and the representation made by
the Management, the Company has generally complied with the provisions of the Act, Rules,
Regulations, Guidelines etc mentioned above.

2. We further report that the Company has, in our opinion, complied with the provisions of the
Companies Act, 1956 and the Rules made under that Act and the provisions of Companies Act,
2013 as notified by Ministry of Corporate Affairs and the Memorandum and Articles of
Association of the Company, with regard to:
a) Maintenance of various statutory registers and documents and making necessary entries
therein;
b) Forms, returns, documents and resolutions required to be filed with the Registrar of
Companies and theCentral Government;
c) Service of documents by the Company on its Members, Auditors and the Registrar of
Companies;
d) Notice of Board meetings and Committee meetings of Directors;
e) The meetings of Directors and Committees of Directors including passing of resolutions by
circulation;
f) The Annual General Meeting held on 28.09.2015 including the provisions related to extension of
time;
g) Minutes of proceedings of General Meetings and of the Board and its Committee meetings;
h) Approvals of the Members, the Board of Directors, the Committees of Directors and the
government authorities, wherever required;
i) Constitution of the Board of Directors / Committee(s) of Directors, appointment, retirement and
reappointment of Directors including the Managing Director and Whole-time Directors;
j) Payment of remuneration to Directors including the Managing Director and Whole-time
Directors,
k) Appointment and remuneration of Auditors and Cost Auditors;
l) Transfers and transmissions of the Company’s shares and issue and dispatch of duplicate
certificates of shares;
m) Declaration and payment of dividends; wherever applicable.
n) Transfer of certain amounts as required under the Act to the Investor Education and
Protection Fund and uploading of details of unpaid and unclaimed dividends on the websites of the
Company and the Ministry of Corporate Affairs, if any;
o) Borrowings and registration, modification and satisfaction of charges wherever applicable;
p) Investment of the Company’s funds including investments and loans to others

q) Form of balance sheet as prescribed under Part I, form of statement of profit and loss as prescribed
under Part II and General Instructions for preparation of the same as prescribed in Schedule VI to
the Act;
r) Directors’ report;
s) Related Party Transactions.
t) Contracts, common seal, registered office and publication of name of the Company; and
u) Generally, all other applicable provisions of the Act and the Rules made under the Act.

3.We further report that:

a. The Board of Directors of the Company is duly constituted with proper balance of Executive
Directors, Non-Executive Directors and Independent Directors. The changes in the composition of
the Board of Directors that took place during the period under review were carried out in
compliance with the provisions of the Act.
b. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed
notes on agenda were sent at reasonable gap in advance, and a system exists for seeking and
obtaining further information and clarifications on the agenda items before the meeting and for
meaningful participation at the meeting.
c. Majority decision is carried through while the dissenting members’ views are captured and
recorded
as part of the minutes.
d. The Company has obtained all necessary approvals under the various provisions of the Act;
and
e. There was no prosecution initiated and no fines or penalties were imposed during the year under
review under the Act, SEBI Act, SCRA, Depositories Act, Listing Agreement and Rules, Regulations
and Guidelines framed under these Acts against / on the Company, its Directors and Officers.
f. The Directors have complied with the disclosure requirements in respect of their eligibility of
appointment, their being Independent and compliance with the Code of Business Conduct & Ethics for
Directors and Management Personnel;

4. The Company has complied with the provisions of the Securities Contracts (Regulation) Act, 1956
and the Rules made under that Act, with regard to maintenance of minimum public shareholding.

5. The Company has complied with the provisions of the Depositories Act, 1996 and the Bye laws
framed thereunder by the Depositories with regard to dematerialization /re-materialisation of
securities and reconciliation of records of dematerialized securities with all securities issued by the
Company.

6. The Company has complied with the provisions of the FEMA, 1999 and the Rules and Regulations
made under that Act to the extent applicable.

7.We further report that:

a. The Company has complied with the requirements under the Equity Listing Agreements entered
into with BSE Limited;
b. The Company has complied with the provisions of the Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers) Regulations, 2011 including the provisions with
regard to disclosures and maintenance of records required under the said Regulations;
c. The Company has complied with the provisions of the Securities and Exchange Board of
India (Prohibition of Insider Trading) Regulations, 1992 including the provisions with regard to
disclosures and maintenance of records required under the said Regulations;

8.We further report that based on the information received and records maintained there are
adequate systems and processes in the Company commensurate with the size and operations of the
Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

For CS Saurabh Aggarwal


Practicing Company Secretaries
CS Saurabh Aggarwal,
B.Com (Prof.), MBA, ACS, LLB.
M. No. A-43524
COP No. 16555
Date: 29.08.2016.
Place: Jalandhar.

Note: This report is to be read with our letter of even date which is annexed as Annexure A and Forms an
integral part of this report
‘Annexure A’
(Forming Integral Part of Secretarial Audit Report for the financial year ending 31.3.2016)
To
The Members,
AGI Infra Limited,
Jalandhar.

Our Secretarial Audit Report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of company. Our


responsibility is to express an opinion on these secretarial records based on our audit.
2. We have followed the audit practices and process as were appropriate to obtain reasonable
assurance about the correctness of the contents of the Secretarial records. The verification was
done on test basis to ensure that correct facts are reflected in Secretarial records. We believe
that the process and practices, we followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of
accounts of the Company.
4. Where ever required, we have obtained the management representation about the compliance
of laws, rules and regulations and happening of events etc. which forms the integral part to
express our opinion in Form MR-3.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations,
standards is the responsibility of management. Our examination was limited to the verification
of procedure on test basis as the Secretarial Auditors.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company
nor of the efficacy or effectiveness with which the management has conducted the affairs of the
Company.

For CS Saurabh Aggarwal


Practicing Company Secretaries

CS Saurabh Aggarwal,
B.Com (Prof.), MBA, ACS, LLB.
M. No. A-43524
COP No. 16555
Date: 29.08.2016.
Place: Jalandhar
MANAGEMENT DISCUSSION AND ANALYSIS REPORT

BUSINESS OVERVIEW

Our Company is a reputed Punjab based company having its presence in the construction industry for
more than 1 decades. Company has delivered a number of high-rise building Projects in Punjab which
includes Residential Housing Projects and Commercial Building Project. Our residential portfolio
currently covers projects catering to customers across all income groups. We believe that we have
established a successful track record in the real estate industry in Punjab by developing versatile
projects through our focus on innovative architecture, strong project execution and quality
construction.

INDUSTRIAL STRUCTURE AND DEVELOPMENT

In past few years Indian Economy witnessed slowdown across various sectors. Both the domestic and
global economic situations have been very volatile and challenging. To survive in these times of
uncertainty an organization has to adapt and adopt new ways to manage business. The government has
provided signals of moving along development agenda that will push for reforms that were so far left
on the back burner and are much needed to revitalize the economy

The challenges faced by real estate sector are mainly due to poor macroeconomics, slow income
growth, continuing high borrowing cost, both for industry and consumer.

The construction, infra and real estate segment is dependent on domestic business climate. This year
the Indian real estate sector would benefit from positive market sentiment as there are lot of positive
changes in the field of infrastructure, the Company is expected to do well in this business segment and
to grow at a faster rate. Moreover the Government of India has set the goals for providing housing for
all upto 2022 and company is coming up in affordable housing sector in a big way.

REVIEW OF OPERATIONS

Your Company has earned total revenue of Rs. 6097.17 Lacs in the current year which showed a
significant improvement over the Last year revenue of Rs. 4098.94 Lacs.

OUR STRENGTHS

The major strength of the Indian real estate industry is rise in the status of living of the people. It
creates domestic demand and scarcity of housing. As per industry estimates, India requires 18.78
million housing. Of this huge shortage more than 90 percent of the housing is required by those who
belong to either the economically weaker section or lower income groups. The huge domestic demand
will continue to drive demand and keep pushing developers/ builders and the industry to build more
mid income and affordable housing. The foreign direct investors are interested to invest in real estate
industry such as infrastructure. Thus, there is requirement for more skilled professionals, more
manpower and labour to build. In addition to this, an infrastructure is also required to support an
upcoming housing and real estate developments. This would need more investments and external
support. Due to this essential demand and opportunities, India’s built environment and especially real
estate continue to be search for area for investments.

CHALLENGES

1. Availability of large chunk of land.


2. Non-availability of low cost of working capital.
3. Delay in approvals before a project launch.
4. Approval and procedural difficulties.
5. Shortage of skilled manpower.
6. Rising input cost.
7. Competition.

INTERNAL CONTROL

The Company has adequate internal control system, commensurate with the size of its operations. Adequate
records and documents are maintained as required by laws. The company has established well defined polices
and processes across the organization covering the major activities.

The Company's audit Committee reviewed the internal control system on an ongoing basis keeping
in mind the growth prospects and ever evolving business environment. Audit committee review
proper implementation of corrective measures. All efforts are being made to make the internal
control systems more effective.

RISKS AND CONCERNS

In the course of its business, your company is exposed to a wide variety of risks like non availability of,
or exorbitant increase in cost of land, cement, steel, labour force, short term and long term funds etc.
being inherent to industry. Demand for real estate industry is sensitive to interest rate fluctuations.
Interest rate has been rising in the recent past owing to Reserve of India credit tightening policy. This
could adversely affect company’s business plan considering that residential segment constitutes
significant portion of company’s business. Real business in India being highly regulated by Government
at various level, several regulatory approvals, permits, licenses etc. are required to be obtained from
the Government/Authorities from time to time for projects. Any delay in obtaining such approvals can
affect timely execution of projects.
HUMAN RESOURCES

Management is successful in building experienced team and nurtured them to be leaders. The main
motive of the company is trust, integrity, teamwork, innovation, performance and partnership. Various
Departments are headed by Professional Qualified Personal, helping our business to remain
competitive, achieve greater success and newer milestone.

As on 31st March, 2016, 93 employees are on AGI Infra Limited payroll.

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 due to various risk factors and uncertainties. We are under no obligation
to publicly amend, modify or revise any forward looking statements on the basis of any subsequent
developments, information or events and assume no liability for any action taken by anyone on the
basis of any information contained herein.

Place: Jalandhar For and on Behalf of the Board of Directors


Date: 30.08.2016

Sukhdev Singh
Managing Director
DIN: 01202727
CORPORATE GOVERNANCE REPORT FOR THE YEAR 2015-2016

We are an integrated construction and real estate development company, focussed primarily on
construction and development of commercial / residential projects, in and around Punjab. Our
Company was incorporated in the year 2005 as G. I. Builders Private Limited, jointly promoted by Mr.
Sukhdev Singh and Mrs. Salwinderjit Kaur, with the vision of providing “premium housing at fair
prices”. The name of our Company was changed to AGI Infra Limited in the year 2011.

I.COMPANY PHILOSOPHY
Corporate Governance is an ethically driven process that is committed to values aimed at enhancing an
organization’s wealth generating capacity. This is ensured by taking ethical business decisions and
conducting business with the firm commitment to values, while meeting shareholders expectations.
Our corporate governance framework ensures effective engagement with our stakeholders and helps
us evolve with changing times.

Our Corporate Governance police focus on the following points.


• Corporate Governance standard should go beyond the law and satisfy the spirit of law, not just
the letter of the law.
• Ensures transparences and maintaining high level of disclosure.
• Communicate externally and truthfully, about how the Company is run internally.
• The Management is the trustee of the Shareholders; capital and not the owner.
• Board and committees ensures transparency, fairplay and independence in its decision making.

1. BOARD OF DIRECTORS

(A) Composition of Board

NAME DIN DESIGNATION ADDRESS

SUKHDEV SINGH 01202727 MANAGING DIRECTOR HOUSE NO. 1074 URBAN ESTATE
PHASE-I JALANDHAR 144022 PB,
INDIA

SALWINDERJIT 00798804 WHOLE TIME HOUSE NO. 1074, URBAN ESTATE


KAUR DIRECTOR PHASE-I JALANDHAR 144022 PB
,INDIA

ANUJ RAI 01278966 NON EXECUTIVE 464-A, J.P. NAGAR JALANDHAR


BANSAL DIRECTOR 144001 PB, INDIA

ATUL MEHTA 00225620 INDEPENDENT 2 COOL ROAD JALANDHAR 144001


DIRECTOR PB, INDIA
MANJIT SINGH 07037656 INDEPENDENT H.NO. 1296, SECTOR 37-B
DIRECTOR CHANDIGARH 160036 CH INDIA

The Company has a Non- Executive Director as a Chairman and one-third of its Director as Independent
Director and is according as per Regulation 17 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

As required under Section 149(3) of the Companies Act, 2013 & Regulation 17 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, Mrs. Salwinderjit Kaur, a woman Director
is the whole time Director on the Board.

(B) Meetings & Attendance

The Company’s Governance Policy requires the Board to meet at least four times in a year. The
intervening period between two Board Meetings was well within the maximum gap of four months
prescribed Under Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The annual calendar of the meeting is broadly determined at the beginning of each
year.

During the Financial Year 2015-2016, the Board of Directors met Nine (8) times on the following dates:

1) April 6, 2015 2) May 14,2015

3) May 29, 2015 4) September 02, 2015

5) November 06, 2015 6) November 14, 2015

7) January 04, 2016 8) March 22, 2016

Attendance of Board Meeting and Annual General Meeting

Director Director Category No. of Board Meeting Attendance of


Identification attended last AGM
Number
Held Attended
Mr. Sukhdev 01202727 Executive Director 8 8 Yes
Singh
Mrs. 00798804 Executive Director 8 7 Yes
Salwinderjit
Kaur
Mr. Anuj Rai 01278966 8 2 Yes
Bansal Non-Executive Director
Mr. Atul 00225620 Non-Executive 8 8 Yes
Mehta Independent Director

Mr. Manjit 07037656 Non-Executive 8 8 Yes


Singh Independent Director

(C) Shareholding of the Directors

Numbers of Shares held by the Directors as on 31.03.2016

Name of the Directors Number of shares held


Mr.Sukhdev Singh 4030320
Mrs. Salwinderjit Kaur 1225000
Mr. Anuj Rai Bansal 55800
Mr.Atul Mehta Nil
Mr Manjit Singh Nil

(D) Directorships in other Companies and Chairmanships of Committees

Name of Directors Number of Number of Committee Sitting fees paid during the
Directorship positions held in period from 01-04-2015 to
held in AGI Infra Limited 31/03/2016
other public Chairman Member (Amount in Rs.)
company
Mr. Sukhdev Singh 1 0 2 Nil
Mrs.Salwinderjit 1 0 0 Nil
Kaur
Mr. Anuj Rai Bansal 0 0 1 4500
Mr.Atul Mehta 0 2 1 25500
Mr Manjit Singh 1 1 2 25500

The membership / chairmanship held by the Directors in various Board Committees were within the
specified statutory limits.

All Non Executive Directors were paid sitting fees at the rate of Rs. 1500/- for each Board Meeting or
Committee Meeting attended.

2. AUDIT COMMITTEE

(A) The Audit Committee of the company is constituted in line with Regulation 18 of the SEBI
(Obligations and Disclosure Requirements) Regulation, 2015, read with section 177 of the Act.
(B) Composition and meetings attending by its members are given below:

Name Category Number of meetings during


the Finanacial Year 2015-16

Held Attended

Atul Mehta Non-Executive Independent Director 4 4

Sukhdev Singh Managing Director 4 4

Manjit Singh Non-Executive Independent Director 4 4

The Audit Committee had met 4(four)times during the year 2015-16 on 25th May 2015, 13th August
2015, 13th November,2015 and 11th February,2016.

(C) Power of Audit Committee


The Audit Committee is empowered, pursuant to its terms of reference, inter alia, to:
1. To investigate any activity within its terms of reference.
2. To seek any information it requires from any employee.
3. To obtain legal or other independent professional advice.
4. To secure the attendance of outsiders with relevant experience and expertise, when considered
necessary.
(D) Roles and Responsibility of Audit Committee

The roles and responsibilities of the Committee include:

1. Oversight of the Company’s financial reporting process and the disclosure of its financial
information to ensure that the financial statement is correct, sufficient and credible.
2. Recommending to the Board, the appointment, re-appointment and, if required, the
replacement or removal of the statutory auditor and the fixation of audit fees.
3. Approval of payment to statutory auditors for any other services rendered by the statutory
auditors.
4. Reviewing, with the management, the annual financial statements before submission to the
board for approval, with particular reference to:

a. Matters required to be included in the Director’s Responsibility Statement to be


included in the Board’s report in terms of clause (c) of sub section 3 of section 134 and Sub
Section(5) of that section of the Companies Act, 2013.

b. Changes, if any, in accounting policies and practices and reasons for the same

c. Major accounting entries involving estimates based on the exercise of judgment by


management.
d. Significant adjustments made in the financial statements arising out of audit findings.

e. Compliance with listing and other legal requirements relating to financial statements.

f. Disclosure of any related party transactions.

g. Qualifications in the draft audit report.

5. Reviewing, with the management, the half yearly financial statements before submission to
the board for approval.

6. Reviewing, with the management, the statement of uses/application of funds raised through
an issue (public issue, right issues, preferential issue, etc.), the statement of funds utilized for
purposes other than those stated in the offer document/prospectus/notice and the report
submitted by the monitoring agency monitoring the utilization of proceeds of a public or right
issue, and making appropriate recommendations to the Board to take up steps in this matter.

7. Reviewing, with the management, performance of statutory and internal auditors, and
adequacy of the internal control systems.

8. Reviewing the adequacy of internal audit function, if any, including the structure of the
internal audit department, staffing and seniority of the official heading the department,
reporting structure coverage and frequency of internal audit.

9. Discussion with internal auditors any significant findings them and follow up there on.

10. Reviewing the findings of any internal investigations by the internal auditors into matters
where there is suspected fraud or irregularity or a failure of internal control systems of a
material nature and reporting the matter to the board.

11. Discussion with statutory auditors before the audit commences, about the nature and scope
of audit as well as post-audit discussion to ascertain any area of concern.

12. To look into the reasons for substantial defaults in the payment to the depositors, debenture
holders, shareholders (in case of nonpayment of declared dividends) and creditors.

13. Approval of appointment of CFO ( i.e. the whole-time Finance Director or any other persons
heading the Finance Director or any other person heading the finance function or discharging
that function) after assessing the qualifications, experience & background, etc. of the candidate.

13. Review the Report of Annual Finance Inspection by RBI follow up the status of its
compliance by the management.

14. Carrying out any other function as is mentioned in the terms of reference of the Audit
Committee.

15. Any other responsibility or duty specifically assigned by the Board of Directors of the
Company from time to time by way of resolution passed by it in a duly conducted Meeting.
3. NOMINATION AND REMUNERATION COMMITTEE

(A) The Nomination and Remuneration Committee of the company is constituted in line with the
provisions of Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 read with section 178 of the Act.

B) Composition and meetings attending by its members are given below:

Name Category Number of meetings during


the Finanacial Year 2015-16

Held Attended

Atul Mehta Non Executive Independent Director 2 2

Anuj Bansal Non Executive Director 2 1

Manjit Singh Non Executive Independent Director 2 2

The Nomination and Remuneration Committee had met 2 (two) times during the year 2015-16 on 5th
April 2015 and 30th March 2016.

(C) Scope of Nomination and Remuneration Committee

a) Formation of the criteria for determining qualifications, positive attributes and independence
of a director and recommended by the board a policy, relating to the remuneration of the
directors, key managerial personnel and other employees:
b) Formulation of criteria for evaluation of Independent Director of the Board,
c) Devising a policy on Board diversity.
d) Identifying persons who are qualified to become directors and who may be appointed in senior
management in accordance with the criteria laid down, and recommend to the Board their
appointment and removal. The Company shall disclose the remuneration policy and evaluation
in its annual report.

(D) Remuneration policy

Company’s remuneration strategy aims at attracting and retaining high caliber talent. The
remuneration policy therefore, is market-led and takes into account the competitive circumstance of
each business so as to attract and retain quality talent and leverage performance significantly.

(E) Remuneration to Directors

The Managing Director and Whole-time Director of the Company are entitled with remuneration of Rs
48, 00,000/- p.a. and Rs. 36, 00,000/- p.a. respectively as approved by the shareholders. Non-Executive
Directors are also entitled to sitting fees for attending meetings of the Board and Committees thereof,
the quantum of which is determined by the Board. The sitting fees as determined by the Board of Rs.
1500/- for attaining each meeting of Board, Audit Committee, Nomination and Remuneration
Committee, and Stakeholder Relationship Committee.

4. STAKEHOLDER RELATIONSHIP COMMITTEE

(A) The Stakeholders Relationship Committee of the company is constituted in line with the
provisions of the Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 read with section 178 of the ACT.

(B) Composition and meetings attended by its members

Name Category Number of meetings during


the Finanacial Year 2015-16

Held Attended

Manjit Singh Non Executive Independent director 2 2

Sukhdev Singh Managing Director 2 2

Atul Mehta Non Executive Independent director 2 2

The Stakeholder Relationship Committee had met 2(Two) times during the year 2015-2016 on 15
June,2015 and 11th February, 2016.

(C) Roles and Responsibility of Committee

The Stakeholders Relationship Committee be and is hereby authorized to ensure the following roles
and responsibilities:
1. Power to approve share transfer,

2. Power to approve Share transmission,

3. Power to issue duplicate share certificates,

4. Power to approve and issue fresh share certificate by way of split or consolidation of the existing
certificate or in any other manner,

5. To monitor the resolution of all types of shareholders/investors grievances and queries periodically,
6. Power to allot shares, equity or preference, fully or partly convertible debentures, or other financial
instruments convertible into equity shares at a later date in demat or Physical mode, issue of which has
been approved by the Board of Directors of the Company.

7. Any other power specifically assigned by the Board of Directors of the Company from time to time by
way of resolution passed by it in a duly conducted Meeting.”

5. General Body Meetings

(i) The location, date and time of the preceding 3 Annual General Meetings:

AGM Year ended 31st Venue Date Time


March
8th 2013 At the 30.09.2013 11.00 A.M
9th 2014 Registered Office 30.09.2014 11.00 A.M
10th 2015 28.09.2015 2.30 P.M

No Extra Ordinary Annual General Meeting has been held during the year.

6. DICLOSURE

a. In the opinion of the Board, none of the transactions of the Company entered into with related
parties were in conflict with the interests of the Company. The details of related party
transactions are disclosed in the notes to the accounts – Note 1(M) forming part of Balance
Sheet. The members may kindly refer the same. The register of contracts and arrangements
containing transactions in which directors are interested is placed before the Board regularly.

b. The Company has followed the Accounting Standards issued by the Institute of Chartered
Accountants of India, to the extent applicable, in the preparation of financial statements.

c. The Company had complied with all the requirements relating to stock exchange, SEBI or any
other statutory authority, on matters related to capital market and no penalties, strictures were
imposed on the Company by Stock Exchange or SEBI or any statutory authority, on any matter
related to capital markets, during the last three years.

d. The Company has complied with all the mandatory requirements of Corporate Governance to
the extent applicable to the company. The Auditors’ Report does not have any qualifications on
financial statement and the Company is in the constant effort to move towards a regime of
unqualified financial statements. The Board has followed proper mechanism to evaluate the
performance of the Non-Executive directors. The Board of Directors proposes to adopt the non–
mandatory requirements, as and when necessary.
7) MEANS OF COMMUNICATION

a. The half yearly and annual results would be intimated to BSE immediately on conclusion of the Board
Meeting in which the results were considered.

b. The financial results will be displayed on the website of the company www.agiinfra.com.com
immediately after filling it to BSE as per the requirements of the SEBI (LODR) Regulations, 2015.

c. The Company is maintaining a functional website www.agiinfra.com wherein all other


communications are updated from time to time.

8) GENERAL SHAREHOLDER INFORMATION

1. Company Registration Details: The Company is registered within the state of Delhi. The Corporate
Identity Number (CIN) allotted to the Company by the Ministry of Corporate Affairs is
L45200PB2005PLC028466.

2. Date, time and venue of AGM: 27th September, 2016; 3.30 P.M.; at the registered office of the
company at Jalandhar Heights, 66Ft Road, Village Pholriwal, Near Urban Estate, Phase-II, Jalandhar,
Punjab-144001

3. Financial Year: The Financial year of the company is 1st April 2015 to 31st March 2016.

4. Date of Book closure: 19th September, 2016 to 27th September, 2016; (both days inclusive)

5. Dividend payment date: NA

6. Listing on Stock Exchange: The Equity shares of the Company are listed at SME platform of Bombay
Stock Exchange Limited (BSE). The Listing fee for the year 2016–2017 (as applicable) has been paid by
the Company to BSE.

7. Scrip Code: 539042; Scrip ID: AGIIL, ISIN- INE976R01017

8. Registrar and Transfer Agents: Bigshare Services Pvt. Ltd ,E2 Ansa Industrial Estate, Saki vihar Road,
Sakinaka, Andheri East ,Mumbai,Maharashtra,400072, Ph: - 022 - 40430200; Fax: 022 – 28475207,
Website:- www.bigshareonline.com, E-mail: [email protected]

9. Share Transfer System: The Company’s shares were listed on the SME platform of BSE ltd on dated
27.03.2015

10. The Company has appointed RTA for its share transfer process and as per the provisions of Clause
50(c) of the SME listing agreement the company had submitted to the BSE half yearly certificate of both
half-years of the financial year 2015-16 regarding transfers have been completed within stipulated
time.

11. The company had submitted regularly on quarterly basis to the exchange certificates for timely
dematerialization of the Company’s shares and for conducting a reconciliation of share capital audit on
a quarterly basis for reconciliation of the Company’s share capital as per the provisions contained in
Regulation 55A of SEBI’s (Depositories and Participants) Regulations, 1996.

12. Dematerialization of shares: The Company has arrangements with both National Securities
Depositories Limited (NSDL) and Central Depository Services (India) Limited (CDSL) to establish
electronic connectivity of our shares for scrip less trading. 100% shares of the Company were held in
dematerialized form during the year under review and as on date of this Report.

9) INVESTOR GRIEVANCES

1. Email id for investor grievances: [email protected]

2. Investor Correspondence:

a) For any assistance regarding dematerialization of shares, share transfer, transmission,


change of address, non-receipt of dividend or any other query relating to shares, contact:

1 Bigshare Services Private Limited


E/2, Ansa Industrial Estate,
Saki Vihar Road, Saki Naka
Andheri (East), Mumbai-400072
Maharastra-India
Ph: - 022 - 40430200; Fax: 022 – 28475207
Website: - www.bigshareonline.com
E-mail: [email protected]

2. Ms. Aarti Mahajan


Company Secretary and Compliance Officer
AGI Infra Limited,
Jalandhar Heights, 66 Ft Road, Village Pholriwal, Near Urban Estate, Phase-II
Jalandhar, Punjab-144001
Email: [email protected]

b) For queries on Financial Statements:

Ms. Anchal Kashyap


Chief Finance Officer – AGI Infra Limited
AGI Infra Limited,
Jalandhar Heights, 66 Ft Road, Village Pholriwal, Near Urban Estate, Phase-II
Jalandhar, Punjab-144001
Email: [email protected]

10) STOCK MARKET PRICE DATA (IN RS. PER SHARE)


The High and Low prices during each month in the financial year 2015-16 at BSE SME are:-

Month Share Price


High Low Close
April 58.00 54.65 58.00
May 68.25 58.00 68.25
June 100.55 71.65 81
July 96.00 81.00 96.00
August 105.00 96.50 100.00
September 116.50 102.90 115.00
October 136.50 120.70 135.00
November 129.60 122.40 122.40
December 117.60 111.00 111.00
January 106.70 101.50 101.50
February 106.00 98.20 100.40
March 102.60 94.40 99.70

11) Distribution of Shareholding as on March 31, 2016

Number of Shares No. of % of No. of Shares % of


Shareholders Shareholders Held shareholding
501-1000 2 2.2989 2000 0.0196
1001-2000 29 33.3333 58000 0.5677
2001-3000 2 2.2929 6000 0.0587
3001-4000 3 3.4483 12000 0.1175
4001-5000 1 1.1494 5000 0.0489
5001-10000 10 11.4943 87600 0.8574
Above 10000 40 45.9770 10046120 98.3302
Total 87 10216720 100.00

12) COMPLIANCE CERTIFICATE

The Managing Director has certified that directors and senior management personnel have affirmed
compliance with code of conduct as laid by the Company.

The compliance certificate from Secretarial Auditor,CS Saurabh Aggarwal , Practicing Company
Secretaries, confirming compliance with Corporate Governance as stipulated in Clause 52 of the SME
Listing Agreement for the year ended 31.03.2016, was attached with this report.

13.613.68%
13) WHISTLE BLOWER MECHANISM

The Company has established the Vigil mechanism to Report the Genuine Concerns of the employees
under the supervision of Audit Committee. No Person has denied access to the Chairman of Audit
Committee.

14) UNCLAIMED DIVIDENDS

No unclaimed Dividends are lying on Financial Year ended 31st March, 2016. The Company has not
declared dividend in any preceding years which have been transferred to the Investor Education and
Protection Fund (“IEPF”) as mandated under law. Under law, no claim for un-cashed dividends can lie
against either the Company or the IEPF after a period of seven years from the date of disbursement.

15) GENERAL NOTE

The company has complied with all the laws applicable under the Companies Act, 2013 and 1956 to the
extent applicable, Listing agreement/SEBI (LODR) Regulations, 2015 and RBI guidelines as applicable
to the company during the year. The company has whole time company secretary, had constituted
Audit committee, Nomination and Remuneration Committee, Stakeholder’s Grievance Committee of the
board. The company is committed to comply with the all laws applicable to it in letter and spirit.

For and on behalf of the Board

Sd/-
Sukhdev Singh
Managing Director
(DIN-01202727)

Place: Jalandhar
Date: 30.08.2016
ANNEXURE TO CORPORATE GOVERENANCE REPORT

ANNUAL DECLARATION BY CEO / MANAGING DIRECTOR


FOR COMPLIANCE WITH CODE OF CONDUCT

I, Sukhdev Singh, Managing Director of AGI INFRA LIMITED hereby declare that all the members of the
Board of Directors of the Company and Senior Management Personnel have affirmed compliance with
the Code of Conduct of the Company as laid down by the Company for the financial year ended 31st
March, 2016.

For AGI Infra Limited

Sd/-
Sukhdev Singh
Managing Director
(DIN-01202727)
ANNEXURE TO CORPORATE GOVERNANCE REPORT

AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE

To,
The Members of
AGI Infra Limited

We have reviewed the compliance of the conditions of Corporate Governance by M/s AGI Infra Limited
for the financial year 2015-16 ended on 31st March, 2016, as stipulated in Clause52 of the Listing
Agreement of the said Company with the BSE Ltd.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our
review was limited to the procedures and implementation thereof, adopted by the Company for
ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an
expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we
certify that the Company has complied with the conditions of Corporate Governance as stipulated in
above mentioned Listing Agreement.

As required by the Guidance Note issued by the Institute of Chartered Accountants of India, we have to
state that as per the records maintained by the Company, there were no investor grievances remaining
unattended /pending for more than 30 days.

We further state that such compliance is neither an assurance as to the future viability of the Company
nor the efficiency or effectiveness with which the management has conducted the affairs of the
Company.

SD:
Saurabh Aggarwal
Company Secretaries,
M. No. -43524
C.P. No.-16555

Date : 30.08.2016
Place: Jalandhar

Note:
Members’ please note that SEBI vide its Notification dated September 02, 2015 makes the regulations known
as “SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015” which shall be effective
from 01st December, 2015 thereby replacing the “Listing Agreement” entered by the company with BSE Ltd.
Hence, the company was required to follow the said regulations instead of “Listing Agreement” requirements
from 01st December, 2015 and according to the said regulations the company (being Listed on a SME
Platform of BSE Ltd) is exempted from the corporate Governance Requirements provided under regulations
17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C, D and E of ScheduleV.
ANNEXURE TO CORPORATE GOVERNANCE REPORT

CERTIFICATION BY MANAGING DIRECTOR AND CFO ON THE FINANCIAL STATEMENTS


OF THE COMPANY

We, Sukhdev Singh, “Managing Director” and Anchal Kashyap “CFO” of AGI Infra Limited, to the best of
our knowledge and belief certify that:

1) We have reviewed the financial statements and the Cash Flow Statement for the year ended on 31st
March, 2016 and that to the best of our knowledge and belief:

• These statements do not contain any materially untrue statement or omit any material fact or contain
statements that might be misleading;

• These statements together present a true and fair view of the Company’s affairs and are in compliance
with existing Accounting Standards, applicable laws and regulations.

2) There are, to the best our knowledge and belief, no transactions entered into by the Company during
the year which are fraudulent, illegal or violative of the Company’s code of conduct.

3) We accept responsibility for establishing and maintaining internal controls for financial reporting
and that we have evaluated the effectiveness of the internal control systems of the Company pertaining
to financial reporting and we have disclosed to the auditors and the Audit Committee, deficiencies in
the design or operation of internal controls, if any, of which we are aware and the steps we have taken
or propose to take to rectify these deficiencies.

4) We have indicated to the auditors and the Audit Committee:

•significant changes in internal control over financial reporting during the year;

•significant changes in accounting policies during the year and that the same have been disclosed in the
notes to the financial statements; and

• Instances of significant fraud of which we have become aware and the involvement therein, ifany, of
the management or an employee having a significant role in the Company’s internal control system
over financial reporting.

Aanchal Kashyap SukhdevSingh


Chief Financial Officer Managing Director
(DIN-01202727)

Date: 30.08.2016
Place:Jalandhar
INDEPENDENT AUDITOR’S REPORT
To the Members of AGI INFRA LIMITED

Report on the Standalone Financial Statements


We have audited the accompanying standalone financial statements of Agi Infra Limited (‘the
Company’), which comprise the balance sheet as at 31 March 2016, the statement of profit and loss
and the cash flow statement for the year then ended, and a summary of significant accounting policies
and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements


The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the
Companies Act, 2013 (“the Act”) with respect to the preparation and presentation of these standalone
financial statements that give a true and fair view of the financial position, financial performance and
cash flows of the Company in accordance with the accounting principles generally accepted in India,
including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the assets of the
Company and for preventing and detecting frauds and other irregularities; selection and application of
appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and
design, implementation and maintenance of adequate internal financial controls, that were operating
effectively for ensuring the accuracy and completeness of the accounting records, relevant to the
preparation and presentation of the financial statements that give a true and fair view and are free
from material misstatement, whether due to fraud or error.

Auditor’s Responsibility
Our responsibility is to express an opinion on these standalone financial statements based on our
audit. We have taken into account the provisions of the Act, the accounting and auditing standards
and matters which are required to be included in the audit report under the provisions of the Act and
the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section
143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free from
material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the
disclosures in the financial statements. The procedures selected depend on the auditor’s judgment,
including the assessment of the risks of material misstatement of the financial statements, whether due
to fraud or error. In making those risk assessments, the auditor considers internal financial control
relevant to the Company’s preparation of the financial statements that give a true and fair view in
order to design audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on whether the Company has in place an adequate internal financial controls
system over financial reporting and the operating effectiveness of such controls. An audit also
includes evaluating the appropriateness of the accounting policies used and the reasonableness of the
accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation
of the financial statements.We believe that the audit evidence we have obtained is sufficient and approp
riate to provide a basis for our audit opinion on the standalone financial statements

Opinion
In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid standalone financial statements give the information required by the Act in the manner so
required and give a true and fair view in conformity with the accounting principles generally accepted
in India, of the state of affairs of the Company as at 31 March 2016 and its profit and its cash flows
for the year ended on that date.

Report on Other Legal and Regulatory Requirements


1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central
Government of India in terms of sub-section (11) of section 143 of the Act, we give in the
Annexure A a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent
applicable.
2. As required by Section 143 (3) of the Act, we report that:
(a) we have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purposes of our audit.
(b) in our opinion proper books of account as required by law have been kept by the Company
so far as it appears from our examination of those books;
(c) the balance sheet, the statement of profit and loss and the cash flow statement dealt with by
this Report are in agreement with the books of account;
(d) in our opinion, the aforesaid standalone financial statements comply with the Accounting
Standards specified under Section 133 of the Act, read with Rule 7 of the Companies
(Accounts) Rules, 2014;
(e) on the basis of the written representations received from the directors as on 31 March 2016
taken on record by the Board of Directors, none of the directors is disqualified as on
31 March 2016 from being appointed as a director in terms of Section 164 (2) of the Act; and
(f) With respect to the adequacy of the internal controls over financial reporting of the Company and
operating effectiveness of such controls refer to our separate report in “Annexure B”

Jalandhar
May30,2016 FOR R.S.KALRA & ASSOCIATES
CHARTERED ACCOUNTANTS
FIRM REGISTRATION NO. 007744N

CA R.S.KALRA(F.C.A)
PROPRIETOR
Membership number:086488
Annexure A to the Independent Auditors’ Report

The Annexure referred to in our Independent Auditors’ Report to the members of the Company on the
standalone financial statements for the year ended 31 March 2016, we report that:

(i) (a) The company has maintained proper records showing full particulars, including quantitative
details and situation of fixed assets.

(b) The fixed assets have been physically verified by the management during the year and no
material discrepancies were noticed on such verification. In our opinion, the frequency of
verification of the fixed assets is reasonable having regard to the size of the company and the
nature of its asset.

(c) All the title deeds of immovable properties are held in the name of the company.

(ii) The inventory has been conducted has been physically verified by the management during the year
and no material discrepancies were noticed on such verification. In our opinion, the frequency of
verification of inventory is reasonable having regard to the size of the company and the nature of its
inventory.

(iii) The company has not granted any loans, secured or unsecured to companies, firms, Limited
Liability Partnerships or other parties covered in the register maintained under section 189 of the
Companies Act, 2013. Accordingly, the provisions of clauses 3(iii)(a), 3(iii)(b)and 3(iii)(c) of the Order
are not applicable.

(iv) In our opinion, the Company has complied with the provisions of sections 185 and 186 of the Act,
in respect of loans, investments, and guarantees and security.

(v) The company has not accepted any deposits within the meaning of sections 73 to section 76 of the
Act and the Companies (Acceptance of Deposits) Rules, 2014(as amended). Accordingly, the
provisions of clause 3(v) of the Order are not applicable.

(vi) We have broadly reviewed the books of accounts relating materials, labour and other items of cost
maintained by the company pursuant to the Rules made by the central government of the
maintenance of cost records under section 148(1) of the Companies Act,2013 and we are of the
opinion that prima-facie the prescribed accounts and records have been made and maintained

(vii) (a) Undisputed statutory dues including provident fund, employees' state insurance, income-
tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and any other
statutory dues have been regularly deposited to the appropriate authorities . Further, No
undisputed amounts payable in respect thereof were outstanding at the year – end for a period
of more than six months from the date they became payable.
(b) There are no dues in respect of income tax or sales tax or service tax or duty of customs or
duty of excise or value added tax that have not been deposited with the appropriate authorities
on account of any dispute.

(viii) In our opinion, the company has not defaulted in repayment of loans or borrowing to a
financial institution, bank, Government or dues to debenture holders during the year.

(ix) The company did not raise moneys by way of initial public offer or further public offer
(including debt instruments) during the year. In our opinion, the term loans were applied for
the purposes for which these are obtained.

(x) No fraud by the company or on the Company by its officers or employees has been noticed or
reported during the year covered by our audit

(xi) In our opinion, managerial remuneration has been paid or provided in accordance with the
requisite approvals mandated by the provisions of section 197 read with Schedule V to the
Companies Act during the year by the company.

(xii) In our opinion, the Company is not Nidhi Company. Accordingly, clause 3(xii) of the Order is
not applicable.

(xiii) In our opinion, all transactions with the related parties are in compliance with sections 177
and 188 of Companies Act, 2013 where applicable and requisite details have been disclosed in
the Financial Statements etc., as required by the applicable accounting standards.

(xiv) During the year, the company has not made any preferential allotment or private placement
of shares or fully or partly convertible debentures.

(xv) The company has not entered into any non-cash transactions with directors or persons
connected with him and

(xvi) The company is not required to be registered under section 45-IA of the Reserve Bank of
India Act, 1934 and such registration has not been obtained by the Company

Jalandhar
May30,2016 FOR R.S.KALRA & ASSOCIATES
CHARTERED ACCOUNTANTS
FIRM REGISTRATION NO. 007744N

CA R.S.KALRA(F.C.A)
PROPRIETOR
Membership number:086488
Annexure – B to the Independent Auditors’ Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the
Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of AGI Infra Limited (“the
Company”) as on 31st March, 2016 in conjunction with our audit of the standalone financial statements of the
Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based
on the internal control over financial reporting criteria established by the Company considering the essential
components of internal control stated in the guidance Note on Audit of Internal Financial Controls over
Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities
include the design, implementation and maintenance of adequate internal financial controls that were
operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the
company’s policies, the safeguarding of its assets, prevention and detection of frauds and errors, the accuracy
and the completeness of the accounting records and the timely preparation of reliable financial information, as
required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial
reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of
Internal Financial Controls over Financial Reporting (the “Guidance Note”) and standards on Auditing issued
by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent
applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls
and, both issued by the Institute of Chartered Accountants of India. Those Standards and Guidance Note
require that we comply with ethical requirements and plan and perform the audit to obtain reasonable
assurance about whether adequate internal financial controls over financial reporting was established and
maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of internal financial
controls system over financial reporting included obtaining an understanding of internal financial controls
over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the
design and operating effectiveness of internal control based on the assessed risk. The procedures selected
depend on the auditor’s judgment, including the assessment of the risks of the material misstatement of the
financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion to the Company’s internal financial controls financial reporting.
Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles. A company’s internal
financial control over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions
of the assets of the company; (2) provide the reasonable assurance that transactions are recorded as necessary
to permit preparation of financial statements in accordance with generally accepted accounting principles, and
that receipts and expenditures of the company are being made only in accordance with authorizations of
management and directions of the company; and (3) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a
material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, the possibility of
collusion or improper management override of controls, material misstatements due to error or fraud may
occur and not be detected. Also, projections of any evaluation of internal financial controls over financial
reporting to future periods are subject to the risk that the internal financial control over financial reporting
may become inadequate because of changes in conditions, or that the degree of compliance with the policies
or procedures may deteriorate.

Opinion

In our opinion, having regard to the size of the Company and its operation, the Company has, in all material
respects, an adequate internal financial controls system over financial reporting and such financial controls
over financial reporting were operating effectively as at 31st March, 2016, based on the internal control over
financial reporting criteria established by the Company considering the essential components of internal
control stated by the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued
by the Institute of Chartered Accountants of India.

Jalandhar
May30,2016 FOR R.S.KALRA & ASSOCIATES
CHARTERED ACCOUNTANTS
FIRM REGISTRATION NO. 007744N

CA R.S.KALRA(F.C.A)
PROPRIETOR
Membership number:086488
M/S AGI INFRA LIMITED, 66FT ROAD, VILLAGE PHOLRI WAL, JALANDHAR

Balance Sheet as at 31st March, 2016


Figures as at the Figures as at the end of
Note
Particulars end of current previous reporting
No
reporting period period

I. EQUITY AND LIABILITIES

(1) Shareholder's Funds


(a) Share Capital 1 102,167,200.00 102,167,200.00
(c) Reserves and Surplus 2 220,283,587.47 182,541,948.08

(3) Non-Current Liabilities


(a) Long-term borrowings 3 405,427,274.21 300,015,479.27
(b) Deferred tax liabilities (Net) (2,997,975.00) (1,523,938.00)
(c) Other Long term liabilities
(d) Long term provisions

(4) Current Liabilities

(a) Trade payables 4 82,934,950.97 31,854,252.88


(b) Other current liabilities 5 715,114,096.92 703,367,840.10

Total 1,522,929,134.57 1,318,422,782.33


II.Assets
(1) Non-current assets
(a) Fixed assets
(i) Tangible assets 6 83,973,053.83 46,435,165.00
(ii) Intangible assets
(iii) Capital work-in-progress
(iv) Intangible assets under development
(b) Non-current investments 7 17,270,673.00 6,821,273.00
(c) Long term loans and advances

(2) Current assets


(a) Current investments
(b) Inventories 8 1,295,750,000.00 1,106,650,000.00
(c) Trade receivables 9 18,050,197.12 42,163,216.68
(d) Short Term Loans & Advances 10 31,453,200.00 -
(d) Cash and cash equivalents 11 34,237,039.26 93,384,901.80
(e) Other current assets 12 42,194,971.36 22,968,225.85

Total 1,522,929,134.57 1,318,422,782.33

Auditor's Report
As per our report of even date annexed hereto
FOR R.S.KALRA & ASSOCIATES
CHARTERED ACCOUNTANTS

Proprietor
(R.S.Kalra)
M.No. : 086488
Place: Jalandhar FRN : 007744N
Dated :30.05.2016
For AGI Infra Ltd

SD- SD-
S.Sukhdev Singh Salwinderjit Kaur
(Managing Director) (Whole Time Director)

SD- SD-
Aarti Mahajan Anchal Kashyap
(Company Secretary) (Chief Financial officer)
M/S AGI INFRA LIMITED, 66FT ROAD, VILLAGE PHOLRI WAL, JALANDHAR

Profit and Loss statement for the year ended 31st March, 2016
Figures as at the Figures as at the
Particulars Note No end of current end of previous
reporting period reporting period

I. Revenue from operations 13 605,875,440.46 407,923,797.00


II. Other Income 14 3,841,486.20 1,970,450.33
III. Total Revenue (I +II) 609,716,926.66 409,894,247.33
IV. Expenses:
Cost of materials consumed
Purchase of Stock-in-Trade 15 526383151.86 336981029.04
Changes in inventories of finished goods, work-in-
progress and Stock-in-Trade 16 (189,100,000.00) (147,890,100.00)
Employee benefit expense 17 77626357.20 78242331.13
Financial costs 18 53,962,954.98 45,874,456.70
Depreciation and amortization expense 19 15,907,534.00 15,289,780.02
Other expenses 20 66,800,076.23 39,561,053.50
Total Expenses 551,580,074.27 368,058,550.39

V. Profit before exceptional and extraordinary items and


tax (III - IV) 58,136,852.39 41,835,696.94

VI. Exceptional Items - -

VII. Profit before extraordinary items and tax (V - VI) 58,136,852.39 41,835,696.94

VIII. Extraordinary Items - -

IX. Profit before tax (VII - VIII) 58,136,852.39 41,835,696.94

X. Tax expense:
(1) Current tax 20200000.00 15,000,000.00
(2) Deferred tax (1,064,312.00) (1,523,938.00)

Total 19,135,688.00 13,476,062.00

XI. Profit(Loss) from the perid from continuing


operations (IX - X) 39,001,164.39 28,359,634.94

XII. Profit/(Loss) from discontinuing operations - -

XIII. Tax expense of discounting operations - -

XIV. Profit/(Loss) from Discontinuing operations (XII -


XIII) - -

XV. Profit/(Loss) for the period (XI + XIV) 39,001,164.39 28,359,634.94

XVI. Earning per equity share:


(1) Basic 3.82 3.78
(2) Diluted 3.82 3.78

Auditor's Report
As per our report of even date annexed hereto

FOR R.S.KALRA & ASSOCIATES


CHARTERED ACCOUNTANTS

Proprietor
(R.S.Kalra)
M.No. : 086488
FRN : 007744N
Place: Jalandhar
Dated :30.05.2016
For AGI Infra Ltd

SD- SD-
S.Sukhdev Singh Salwinderjit Kaur
(Managing Director) (Whole Time Director)

SD- SD-
Aarti Mahajan Anchal Kashyap
(Company Secretary)
(Chief Financial officer)
NOTES ON ACCOUNTS

SIGNIFICANT ACCOUNTING POLICIES

A. Basis of Preparation of Financial Statements

a. Financial statements have been prepared under the historical cost convention in
accordance with the generally accepted accounting principles and the provisions of the
Companies Act, 2013.

b. The Company follows the mercantile system of accounting on a going concern basis.

B. Use of Estimates

These preparation of financial statement is in conformity with GAAP requires management to


make estimates and assumptions that affect the reported balances of assets and liabilities and
disclosure relating to contingent assets and liabilities as at the date of financial statements are
reported amounts of incomes and expenses during the period. Actual results could differ from
those estimates. Appropriate changes in estimates are made as the management become aware
of changes in circumstances surrounding the estimates.

C. Fixed Assets, including Intangible Assets and Capital Work in Progress

a) Fixed assets are stated at cost of acquisition or construction (net of Cenvat Credits). All cost
relating to the acquisition and installation of fixed assets are capitalized and include
borrowing costs directly attributable to construction or acquisition of fixed assets, up to the
date of asset is put to use and adjustment arising out of exchange rate variation relating to
liabilities attributable to those fixed assets. They are stated at historical cost less
depreciation.

b) Capital Work-In-Progress comprises of the cost of fixed assets that are not yet ready for
their intended use at the reporting date.

D. Depreciation and Amortization

Depreciation has been provided based on life assigned to each asset in accordance with
schedule II of the Companies Act 2013. Share Issue expenses has been written off in five years.

E. Revenue Recognition

Revenue is recognized to the extent that it is probable that the economic benefits will flow to
the company and the revenue can be reliably measured.
a) Revenue from job work is recognized on the basis of % completed service contract.

b) Sales are accounted for on handed over of possession to the customers and are exclusive of
the Service Tax, sales return rebate & discount, rate difference but inclusive of the sales tax,
if any.

c) Dividend income and insurance claim has been accounted on cash basis.

d) Commission income, profit on sale of Assets, Investment, Export incentives, Int. on FDR are
accounted on accrual basis.

e) Custom duty refund not recovered from the buyers and it will be recognised in the books of
accounts as and when recovered from the custom department

F. Inventories

a) Inventories of Raw materials are valued at cost, determined on FIFO basis. Cost of Raw
Materials Stocks is determined so as to exclude from cost, taxes and duties, which are
subsequently Recoverable from taxing authorities.

b) Stock of Work-in-progress valued at estimated cost.

c) Stock of finished goods is valued at cost or market price whichever is less.

G. Cash Flow Statement


Cash flows are reported using the indirect method, wherby profit/(loss) before extraordinary
items and tax is adjusted for the effects of transactions of non cash nature and deferrals or
accruals of past or future cash receipts or payments. The cash flows from operating, investing
and financing activities of the company are segregated based on the available information.

H. Foreign Currency Transactions

Sometimes the payments are received from the NRI customers in foreign exchange and the
amount received after conversion is credited to their accounts. Question of exchange difference
does not arise. In case of foreign exchange outgo actual payments made through banks are
debited to the parties.
I. Investment

Investments are classified into long-term investments and short-term investments.


Investments, which are readily realizable and intended to be held for not more than one year
from the date on which such investments are made, are classified as current investments. All
other investments are classified as long-term investments. Long Term Investments & Short
Term Investments are carried at cost. No provisions for diminution has been made as in the
opinion of the management the diminution are temporary in nature.

J. Impairment of Assets

The carrying amount of assets is reviewed at each Balance Sheet date to determine if there is
any indication of impairment thereof based on external/ internal factors. An impairment loss in
accordance with Accounting Standard-28 “Impairment of Assets “ is recognized wherever the
carrying amount of an assets exceeds its recoverable amount, which represent the greater of
the net selling price of assets and their value in use. An impairment loss recognized in prior
accounting period is reversed if there has been a change in estimate of recoverable amount.

K. Retirement and other Employee Benefits

a) Gratuity - Liabilities in respect of Gratuity is being provided in respect of employees who


have completed 5 years of service as on date of balance sheet.
b) Provident Fund and Leave Encashment - A liability in respect of Provident Fund & Leave
Encashment is provided in the accounts on accrual basis for the period.

L. Segment Reporting

a) The company is dealing in construction & development of Real Estate Business. There is no
other segment in which company is engaged.

M. Related Party transactions

Relationship Name of Related Type of Transaction Amount


Party
Entities in which Aay Jay Builders Purchase of Fixed 1,15,80,660.00
director have Asset
significant influence Aay Jay Builders Sale of Material 92,51,000.00
AGI Hospitalities Sale of Shops 1,00,00,000.00
Limited

N. Borrowing cost

Borrowing Cost directly attributable to the acquisition or construction of qualifying assets is


capitalized. Other borrowing cost is recognized as expenses in the period in which they are
incurred.
O. Taxation

a) Current tax is determined as the amount of tax payable in respect of taxable income for the
year.

b) Deferred tax is recognized, on timing differences, being the Difference between taxable
incomes and accounting income that originates in one period and is capable of reversal in
one or more subsequent periods.

c) Minimum Alternate Tax (MAT) Credit is recognized as an asset only when and to the extent
there is convincing evidence that the company will pay normal income tax during specified
period. The year in which the MAT credit becomes eligible, it is to be recognized as an asset.
In accordance with recommendation contained in the guidance note issued by ICAI, said
asset is created by way of credit/reversal of provisions to Profit and Loss A/c and shown as
MAT Credit Entitlements in Loans and Advances. The company reviews the same at each
balance sheet date and writes down the carrying amount of MAT Credit Entitlement to the
extent there is no longer convincing evidence to the effect that company will pay normal
Income Tax during the specified period.

P. Provisions, Contingent Liabilities and Contingent Assets:


a) The company has submitted performance guarantees aggregating Rs. 93.04 lacs in favour
Jalandhar Development Authority in respect of licenses issued by JDA for approving group
housing projects.

b) There are certain litigations pending against the company on account of which a liability of
Rs.1.90 lacs may arise in future.

Q. Earnings Per Share

Basic earnings per share is calculated by dividing the net profit or loss for the period
attributable to equity shareholders by weighted average number of equity shares outstanding
during the period.

R. There are no Auditor’s Qualifications in the Financial Statements of the Company.


NOTE 1 SHARE CAPITAL
Particulars As at 31 March, 2016 As at 31 March, 2015
Number of Number of shares
AMOUNT AMOUNT
shares
(a) Authorised
Equity shares of Rs.10 each with voting 12,000,000.00 120,000,000.00 12,000,000.00 120,000,000.00
rightes
(b) Issued #
Equity shares of Rs. 10 each with voting rights 10,216,720.00 102,167,200.00 10,216,720.00 102,167,200.00

(c) Subscribed and fully paid up


Equity shares of Rs. 10 each with voting rights 10,216,720.00 102,167,200.00 10,216,720.00 102,167,200.00

(d) Subscribed but not fully paid up - - - -

Total 10,216,720.00 102,167,200.00 10,216,720.00 102,167,200.00

NOTE 2 RESERVE & SURPLUS ACCOUNT

Profit & Loss Appropriation Account


Opening balance 182,541,948.08 172,647,089.14
Add: Profit / (Loss) for the year 58,136,852.39 41,835,696.94
Income Tax Refund -
Provision w/back - -
deffered tax asset 1,474,037.00 1,523,938.00
deffered tax liability w/back - 535,000.00
Less: Interim dividend - -
Income Tax paid 604,938.00 240,576.00
Transferred to:
General reserve - -
Bonus Issue - 18,759,200.00
Provision for I.Tax 20,200,000.00 15,000,000.00
Deferred Tax Liability - -
Other reserves (give details) 1,064,312.00 -
Closing balance 220,283,587.47 182,541,948.08

NOTE 3 LONG TERM BORROWINGS

Particulars As at 31 March, 2016 As at 31 March,


2015

FROM BANKS & FINANCIAL INSTITUTIONS


L & T Finance Limited- Tower Crane 0.00 61765.00
Obc Term Loan A/c No:-17067015000188 8182389.46 10708841.00
PNB Term Loan A/c 125324162.00 0.00
PNB New Car Loan 914336.00 1111052.00
PNB Term Loan A/c-prime tower 137994342.00 191983669.00
PNB Term Loan A/c-Business Center 100490587.00 82660086.00
HDFC Mortage Loan 18238192.75 8783092.27
S.B.I. Term Loan 9195026 0.00
FROM OTHERS
Satkartar Finlease Pvt Ltd 5088239.00 4706974.00

Total 405,427,274.21 300,015,479.27


NOTE 4 TRADE PAYABLES

Particulars As at 31 March, 2016 As at 31 March,


2015

Sundry Creditors 82934950.97 31854252.88

Total 82,934,950.97 31,854,252.88

NOTE 5 OTHER CURRENT LIABILITIES

Particulars As at 31 March, 2016 As at 31 March,


2015

Audit Fee Payable 225000.00 90000.00


TDS Payable 535432.00 541234.38
Telephone Expenses Payable 30171.00 26882.00
Provision for Income Tax 20200000.00 15000000.00
Amount received against Booking 669844744.12 680894246.87
Cheques issued but not presented 7341415.00 0.00
Electricity exp payable (66ft road) 1151607.26 593490.00
Epf payable A/c 432344.00 427302.00
Labour welfare fund payable 238.00 238.00
Salary & Wages payable 1366737.00 1199143.00
Interest Payable 114414.46 0.00
Service tax payable 8006759.08 2547772.85
Salary payable to directors 2664058.00 685406.00
Bonus Payable 528930.00 529889.00
Leave with wages Payable 300984.00 832236.00
Rent Security 1306951.00 0.00
Provision for CSR 950800.00 0.00
Provision for Gratuity 113512.00 0.00

Total 715,114,096.92 703,367,840.10

NOTE 7 INVESTMENTS

PARTICULARS As at 31 March, 2016 As at 31 March, 2015

Property S.C.O 102 4,461,273.00 4,461,273.00


Advance for land 12,809,400.00 2,360,000.00

Total 17,270,673.00 6,821,273.00

NOTE 8 INVENTORIES

Particulars As at 31 March, 2016 As at 31 March,


2015

Finished Goods & Work in Progress 1,295,750,000.00 1,106,650,000.00

-
Total 1,295,750,000.00 1,106,650,000.00
NOTE 9 TRADE RECEIVABLES

Particulars As at 31 March, 2016 As at 31 March,


2015

Sundry Debtors 18050197.12 42163216.68

Total 18,050,197.12 42,163,216.68

NOTE10 SHORT TERM LOANS & ADVANCES

Particulars As at 31 March, 2016 As at 31 March,


2015

Advance Against Land 10,100,000.00 -


Change of Land Use 21,353,200.00 -

Total 31,453,200.00 -

NOTE 11 CASH AND CASH EQUIVALENT

Particulars As at 31 March, 2016 As at 31 March,


2015

Cash in Hand 1211671.54 414328.87


Cheques Deposited But Not Yet Credited 6458968.00 0.00
Oriental Bank of Commerce - 466 674285.48 3564.48
Oriental Bank of Commerce - 833 0.00 11379.00
Oriental Bank of Commerce - AGI 1341 93.25 63763.25
Oriental Bank of Commerce - LPU 2119.00 831.00
Punjab National Bank FDR A/c 4953151.00 509409.00
Oreintal Bank of Commerce 11285.00 0.00
OBC C/a- 17061131000024 42337.59 200358.36
OBC Fdrs against Bank Guarantee 1701380.00 1554048.00
ICICI-151005000132 1731892.10 1586722.37
PNB C/a - 216 9509122.81 38425618.45
State Bank of India c/a 209856.87 0.00
State Bank of Patiala c/a 817136.00 2252276.00
HDFC C/A 177428.46 911650.00
PNB Flexi A/c 216 0.00 650000.00
PNB C/a - 727 78203.77 22871.75
PNB C/a - 736 0.00 5690985.25
Canara Bank c/a 94719.00 21945.00
PNB-4951002100000820 423106.77 16544.75
OBC-307 58664.98 56865.97
OBC c/a 21000.00 0.00
SBI C/A 476347.50 337517.00
PNB-37 903320.82
PNB-12 88287.32 750223.30
PNB-55 4279836.00 0.00
Axis Bank Escrow A/c 0.00 39904000.00
PNB-4010 5226.00 0.00
Imprest with Bank 307600.00 0.00
Total 34,237,039.26 93,384,901.80
NOTE 12 OTHER CURRENT ASSETS

Particulars As at 31 March, 2016 As at 31 March,


2015

Advance to staff 244425.30 315183.00


Advance Income Tax 19800000.00 14600000.00
Cenvat Credit Claim 966194.00 0.00
Other Debtors 4551516.00 0.00
Rent Receivable 15000.00
Generator Rent Receivable 10687.00 0.00
Prepaid insurance 297495.00 113983.00
Bank Charges Recoverable 982899.00
LPG 95484.07 22932.22
TDS 608991.00 306058.00
TDS Recoverable From others 127299.38 136180.38
TCS Recoverable 1800.00
Service Tax Receivable from customers 3768462.00
Security Gas Cylinder 193716.00 193716.00
Security against electricity - 66 ft 930933.00 439263.00
Security with BSE SME 1499040.00 1499040.00
Security with Shipping Co. 160000.00
Input tax credit 3849155.81 1898688.45
Unexpired Bank Guarantee Charges 383835.00 505463.00
Income Tax Refund A.Y. 13-14 0.00 461230.00
Income Tax Refund A.Y 14-15 384280.00 384280.00
Misc Expenditure
- Unammortised Share Issue Expenses 3323758.80 2092208.80

Total 42,194,971.36 22,968,225.85

NOTE 13 REVENUE FROM OPERATIONS

Particulars As at 31 March, 2016 As at 31 March,


2015

Sales 605827592.46 407899347.00


Service Charges 47,848.00 24,450.00

Total 605,875,440.46 407,923,797.00

NOTE 14 OTHER INCOMES

Particulars As at 31 March, 2016 As at 31 March,


2015

Interest Received 572876.64 707189.00


Rebate & Discount A/c 576253.56 128106.70
Power Backup receipts 638971 805122.00
Sale Power Back up 980226 72334.63
Miscellaneous Income A/c 16913 116968.00
Rent Received 963779 75000.00
Flat Transfer fee 92467 65730.00

Total 3,841,486.20 1,970,450.33

NOTE 15 PURCHASES

Particulars As at 31 March, 2016 As at 31 March,


2015

Purchases 495593786.86 326218635.04


Change of Land Use & License Fee & Approvals 30789365.00 10762394.00

-
Total 526,383,151.86 336,981,029.04
NOTE 16 CHANGE IN INV. OF FIN. GOODS, WORK IN PROGRESS & STOCK IN TRADE

Particulars As at 31 March, 2016 As at 31 March,


2015

Inventories at the end of the year:


Finished goods -
Work-in-progress 1,295,750,000.00 1,106,650,000.00
Stock-in-trade
TOTAL 1,295,750,000.00 1,106,650,000.00

Inventories at the beginning of the year:


Finished goods
Work-in-progress 1,106,650,000.00 958,759,900.00
Stock-in-trade -
TOTAL 1,106,650,000.00 958,759,900.00

Net (increase) / decrease (189,100,000.00) (147,890,100.00)

NOTE 17 EMPLOYEE BENEFIT EXPENSES

Particulars As at 31 March, 2016 As at 31 March,


2015

Labour Charges 50822688.20 51902860.13


Salaries 16369064.00 18223710.00
Directors Remuneration 8400000.00 6000000.00
Staff Welfare 363318.00 199883.00
Employer's Provident Fund A/c 841373.00 553753.00
Bonus 528930.00 529889.00
Leave With Wages 300984.00 832236.00

Total 77,626,357.20 78,242,331.13

NOTE 18 FINANCIAL EXPENSES

Particulars As at 31 March, 2016 As at 31 March,


2015

Interest & Other Charges 53962954.98 45874456.70

-
Total 53,962,954.98 45,874,456.70

NOTE 19 DEPRECIATION AND AMORTIZATION EXPENSES

Particulars As at 31 March, 2016 As at 31 March,


2015

Depreciation 15907534.00 15,289,780.02


-
Total 15,907,534.00 15,289,780.02
NOTE 20 OTHER EXPENSES

Particulars As at 31 March, 2016 As at 31 March,


2015

Audit Fee 250000.00 200000.00


Advertisement 6720902.00 4582147.00
Amc Charges 0.00 5998.57
Business Promotion 277520.00 106215.00
Computer Expenses 121807.00 35472.20
Charity & Donation 306100.00 52000.00
Consumables Stores 10500.00 145860.00
Custom Duty Expenses 8857088.00 357449.00
Clearing & Forwarding Expenses 3607049.37 134322.00
Commission A/c 4236600.00 1245555.00
Electricity Expenses 5699716.26 5292880.64
Foreign Travelling Expenses 672970.00 585328.00
Festival Expenses 527603.00 0.00
Fees To Architect 1222655.00 223438.00
Freight & Octroi A/c 3317059.50 1183507.00
Fees, Taxes & Subscription 2943745.00 2258857.00
Gardening Expenses 531113.00 727386.00
General Expenses 56731.00 167640.00
Service Tax - Swatch Bharat 146051.50 0.00
Hire Charges 22733.00 295499.50
Installation Charges 252199.00 133500.00
Insurance Exps 588082.00 481177.00
Legal Expenses 170832.00 41050.00
Lease Rentals 168000.00 0.00
Misceleneous Expenses 369130.00 103267.00
Postage Expenses 24288.00 20356.00
Ptg. & Sty. Expenses 782328.00 1037009.00
Professional Charges 512000.00 609900.00
Preliminary Expenses w/off during year 961702.00 523052.20
Petrol & Fuel Exp. 11941241.85 10214643.76
Rent Office 0.00 12000.00
Repair & Maintenance 5267896.03 3907018.19
Security Exp. 1504469.00 1621310.00
Travelling & conveyance Exps 281770.30 481750.48
Telephone Exps 448007.42 376275.96
Truck & Tripper Expenses 3967679.00 2399189.00
Vehicle Repair 8418.00 0.00
Property Tax 24090.00 0.00

Total 66,800,076.23 39,561,053.50


$*,,1)5$/7'
66 FEET ROAD NEAR URBAN ESTATE PH-2, VILL. PHOLRIWAL, JALANDHAR
Schedule of Fixed Assets for the Year ending 31 March 2016
Schedule - '6'

Cost as on Depreciation as Total W.D.V. as on W.D.V as on


S.N Head of Account Useful Life(Yrs) 01.04.2015 Additions Total on 01.04.2015 Dep. For the year Depreciation 31.03.2016 31.03.2015
1 Air Conditioner 10 1869674.14 1869674.14 797499.14 298990.00 1096489.14 773185.00 1072175.00
2 Binatone Telephone 5 33053.00 33053.00 22153.00 6222.00 28375.00 4678.00 10900.00
3 Car A/c 8 4522550.00 4522550.00 1287618.00 995341.00 2282959.00 2239591.00 3234932.00
4 Cc Tv Cemera 10 195759.00 268834.78 464593.78 85137.00 86269.00 171406.00 293187.78 110622.00
5 Computer A/c 3 799803.54 380674.88 1180478.42 428690.54 336965.00 765655.54 414822.88 371113.00
6 Cooler 5 12100.00 12100.00 8171.00 2258.00 10429.00 1671.00 3929.00
7 Electrical Control Panles 10 70000.00 70000.00 31502.00 10884.00 42386.00 27614.00 38498.00
8 Fire Fighting Equipment 10 72950.00 72950.00 33022.00 11327.00 44349.00 28601.00 39928.00
9 Furniture A/c 10 1499575.00 657225.00 2156800.00 489657.00 429917.00 919574.00 1237226.00 1009918.00
10 Genrator Set 10 3243415.00 1459059.00 4702474.00 1119161.00 619566.00 1738727.00 2963747.00 2124254.00
11 Hydra 15 1140000.00 1140000.00 462000.00 127220.00 589220.00 550780.00 678000.00
12 Machinery A/c 12 17830514.00 7041083.39 24871597.39 6472896.00 2837270.00 9310166.00 15561431.39 11357618.00
13 Merceedes Benz 8 4040019.00 4040019.00 2960434.00 369752.00 3330186.00 709833.00 1079585.00
14 Miscleneous Pumps, Plants & Machinery 12 1162905.00 1162905.00 426715.00 169731.00 596446.00 566459.00 736190.00
15 Mobile Set 5 102107.00 56300.00 158407.00 57324.00 32079.00 89403.00 69004.00 44783.00
16 Motor Cycle/scooter 10 226051.00 226051.00 79815.00 37857.00 117672.00 108379.00 146236.00
17 Office Equipments 10 242430.00 474815.00 717245.00 166042.00 94498.00 260540.00 456705.00 76388.00
18 Pick-up Van 8 528872.00 528872.00 323611.00 67376.00 390987.00 137885.00 205261.00
19 Printer 3 85495.00 156475.50 241970.50 77805.00 60925.00 138730.00 103240.50 7690.00
20 Shuttering Material 12 30404629.00 28933173.03 59337802.03 12576220.00 6875133.00 19451353.00 39886449.03 17828409.00
21 Storage Containers 12 775710.00 1070000.00 1845710.00 319791.00 181331.00 501122.00 1344588.00 455919.00
22 Tower Crane 15 2200000.00 11147782.25 13347782.25 858626.00 666215.00 1524841.00 11822941.25 1341374.00
23 Truck/tractor 8 7254326.39 1800000.00 9054326.39 2946460.39 1547142.00 4493602.39 4560724.00 4307866.00
24 Ups System 10 194117.00 194117.00 87929.00 30070.00 117999.00 76118.00 106188.00
25 Water Cooler/water Purifier 10 82263.00 82263.00 34874.00 13196.00 48070.00 34193.00 47389.00
Totals 78588318.07 53445422.83 132033740.90 32153153.07 15907534.00 48060687.07 83973053.83 46435165.00
Previous Year 73311360.07 5276958.00 78588318.07 16863373.05 15289780.02 32153153.07 46435165.00 56447987.02

)2556.$/5$ $662&,$7(6
)RU$*,,QIUD/WG &+$57(5('$&&2817$176

6' 6' 3URSULHWRU


66XNKGHY6LQJK 6DOZLQGHUMLW.DXU 56.DOUD
0DQDJLQJ'LUHFWRU :KROH7LPH'LUHFWRU 01R
)511

6' 6'
$DUWL0DKDMDQ $QFKDO.DVK\DS
&RPSDQ\6HFUHWDU\ &KLHI)LQDQFLDORIILFHU
CASH FLOW STATEMENT for the year ended 31st March, 2016.
(`INR in lacs)

Particulars 31st March, 2016 31st March, 2015


CASH FLOW FROM OPERATING ACTIVITIES
Net Profit Before Tax as Restated 581.37 418.36
Adjustment for :
Depreciation & Amortisation 159.07 152.90
Extra Ordinary Items -10.64 -
Interest / Dividend Income -5.73 -7.07
(Profit) / Loss on sale on Fixed Assets -
Financial Costs 539.63 458.74
Operating Profit before Working Capital Changes 1263.70 1022.93
Adjustment for :-
(Increase) / Decrease in Inventories -1891.00 -1478.90
(Increase) / Decrease in Trade Receivables 241.13 -111.48
Increase / (Decrease) in Trade Payables 510.80 -152.56
Increase / (Decrease) in Short Term Provisions 47.90 21.84
Increase / (Decrease) in Other current liabilities 54.82 442.68
(Increase) / Decrease in Other Non Current Assets 0.00 0.00
(Increase) / Decrease in short term loans & Advances -314.53 0.00
(Increase) / Decrease in other Current Assets -192.27 -50.02
Cash Generated from Operations -1543.15 -1328.44
Direct Taxes Paid -193.31 -131.81

Net cash from /(used in) operating activities (A) -1736.46 -1460.25
CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Fixed Assets (Incl CWIP) -534.45 -52.77
Sale of Fixed Assets -
Profit / (Loss) on sale of Fixed Assets -
Other non Current Investments -104.49 -23.60
Purchase / Sale of Investments -
Interest / Dividend Income 5.73 7.07
Net cash from/(used in) Investing activities (B) -633.21 -69.30
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds From issue of share capital (including Premium) 0.00 1499.04
Share Application Money -
Increase/(Decrease) in Long Term Borrowing 1054.12 185.47
Increase/Decrease in Long Term Loans & Advances -
Increase/(Decrease) in Short Term borrowing -
Financial Costs -539.63 -458.74
Net cash from/(used in) financing activities (C) 514.49 1225.77

Net (Decrease)/Increase in cash and Cash Equivalents


(A+B+C) -591.48 719.15
Cash and cash equivalents at beginnings of year 933.85 214.70
Cash and cash equivalents at end of year 342.37 933.85

As per our report of even date attached for and on behalf of AGI INFRA LTD

FOR R.S.KALRA & ASSOCIATES SD- SD-


CHARTERED ACCOUNTANTS S.Sukhdev Singh Salwinderjit Kaur
(Managing Director) (Whole Time Director)
Proprietor
(R.S.Kalra)
M.No. : 086488 SD- SD-
FRN : 007744N Aarti Mahajan Anchal Kashyap
(Company Secretary) (Chief Financial officer)
AGI INFRA LIMITED
Regd. Office- Jalandhar Heights, 66Ft Road, Village Pholriwal, Near Urban Estate, Phase-II, Jalandhar,
Punjab-144001,
Phone No : 0181-2681986,Fax No : 0181-2681886
Website: www.agiinfra.com, E-Mail: [email protected]
CIN- - L45200PB2005PLC028466

ATTENDANCE SLIP

Registered Folio No / DP ID - Client ID: ________________________________________

Name & Address of First/Sole Shareholder: _____________________________________

No. of Shares held: ________________________________________________________

I hereby record my presence at the 11th Annual General Meeting of the Company being held on
Tuesday, 27th DAY OF September, 2016 at 3.30 P.M. at Registered office of the company at
Jalandhar Heights, 66Ft Road,Village Pholriwal, Near Urban Estate, Phase-II, Jalandhar, Punjab-
144001

______________________________

Signature of Member/Proxy

Notes:
a) Only Member/Proxy can attend the meeting. No minors would be allowed at the meeting.
b) Member/Proxy wish to attend the meeting must bring this attendance slip to the meeting and hand
over at the entrance duly filled in and signed.
Form No- MGT-11
(PROXY FORM)
{Pursuant to Section 105(6) of the Companies Act, 2013 and rules 19(3) of the Companies
(Management and Administration) Rules, 2014}

AGI INFRA LIMITED


Regd. Office- Jalandhar Heights, 66Ft Road, Village Pholriwal, Near Urban Estate, Phase-II, Jalandhar,
Punjab-144001
Phone No : 0181-2681986,Fax No : 0181-2681886
Website: www.agiinfra.com, E-Mail: [email protected]

CIN- - L45200PB2005PLC028466
Name of the member (s): ……………………..…...........................................................................
Registered Address: ……………………………….........................................................................
E-mail Id: .............................. Folio No. /Client Id: ....................................DPID.................................

I/We, being the member(s) holding ..........................................shares of the above named Company, hereby
appoint Mr. /Ms................................................................. Address: ....................................
E-mail ID: ............................................................................. Signature: ………………..................or failing him
Mr. /Ms............................................................ Address: .............................................................. E-mail ID:
............................................................ Signature: .................or failing him Mr/Ms...........................
Address: ............................................................ E-mail ID: ……………….............................................
Signature: ........................................... as my/our proxy to attend and vote (on a poll) for me/us and on
my/our behalf at the 11th Annual General Meeting of the Company, to be held on the Tuesday, 27th
September 2016 at 3.30 P. M. at the registered office of the company at Jalandhar Heights, 66 Ft Road,
Village Pholriwal, Near Urban Estate, Phase-II, Jalandhar, Punjab-144001 in respect of such resolutions as are
indicated below:

Resolution No.

1.
2.
3.
4.
5.

Signed this ………..day of …………………………….2016

Signature of Shareholder

Signature of Proxy holder(s)


Affix
Revenue
Stamp
ROUTE MAP

Registered office: Jalandhar Heights, 66 Ft. Road, Village Pholriwal, Near Urban Estate, Phase-II, Jalandhar-
144001

PROMINENT LANDMARK:Near Urban Estate-Phase II

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