AGI Annual Report 2016
AGI Annual Report 2016
AGI Annual Report 2016
INFRA LIMITED
TH
11
ANNUAL REPORT
2015-2016
CORPORATE INFORMATION
EMAIL ID [email protected]
WEBSITE www.agiinfra.com
Message from MD’s Desk
Dear Stakeholder,
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
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.
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:
“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
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.”
“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”.
Aarti Mahajan
Company Secretary
Membership No.38396
Place: Jalandhar
Date: 30.08.2016
NOTES
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:
Aarti Mahajan
Company Secretary
Membership No.38396
Place: Jalandhar
Date: 30.08.2016
ANNEXURE TO THE NOTICE
ITEM NO. 2
Details of Mr. Anuj Rai Bansal seeking re-appointment in the company (Item No.2)
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.)
b) Mr.Sukhdev Singh (DIN: 01202727), Managing Director of the company is personally interested in
the above resolution.
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.
(Rs. In Lacs)
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
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
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.
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.
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.
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.
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 .
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
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.
The Company has not given any loan or guarantee covered under provision of Section 186 of the
Companies Act, 2013.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
_ No Change in the nature of the business 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 Nomination & Remuneration Committee; and
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
Place: Jalandhar
Date: 30.08.2016
Annexure - A
(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.
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)
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)
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)
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
Place: Jalandhar
Date: 30.08.2016
Annexure B
1. CIN L5200PB2005PLC028466
(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
(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
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
Sub-total
326000 - 326000 3.19 184000 - 184000 1.80 (1.39)
(B)(1):-
2. Non-
Institutions
a) Bodies Corp.
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
company company
No. of % of No. of % of
shares total shares total
shares shares
of the of the
compa compa
ny ny
(b) Salwinderjit Kaur- Promoter Director- Kindly refer IV (B)-in change in promoter shareholding.
company company
F) INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due
for payment.
1 Gross salary
(b) Value of -- -- -- -- --
perquisites u/s 17(2)
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
Commission -- -- -- -- --
Commission -- -- -- --
MD/MANAGER/WTD
(in Lacs)
2 Stock Option - - - -
3 Sweat Equity - - - -
4 Commission - - - -
- as % of profit
others, specify…
A. COMPANY
Penalty - - - - -
Punishment - - - - -
B. DIRECTORS
Penalty - - - - -
Punishment - - - - -
Compounding - - - - -
Penalty -- - - - -
Punishment - - - - -
Compounding - - - - -
For and on behalf of the Board of Directors For and on behalf of the Board of Directors
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:
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.
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.
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.
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.
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.
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.
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
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.
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.
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.
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.
1. BOARD OF DIRECTORS
SUKHDEV SINGH 01202727 MANAGING DIRECTOR HOUSE NO. 1074 URBAN ESTATE
PHASE-I JALANDHAR 144022 PB,
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.
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:
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:
Held Attended
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.
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:
b. Changes, if any, in accounting policies and practices and reasons for the same
e. Compliance with listing and other legal requirements relating to financial statements.
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.
Held Attended
The Nomination and Remuneration Committee had met 2 (two) times during the year 2015-16 on 5th
April 2015 and 30th March 2016.
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.
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.
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.
(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.
Held Attended
The Stakeholder Relationship Committee had met 2(Two) times during the year 2015-2016 on 15
June,2015 and 11th February, 2016.
The Stakeholders Relationship Committee be and is hereby authorized to ensure the following roles
and responsibilities:
1. Power to approve share transfer,
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.”
(i) The location, date and time of the preceding 3 Annual General Meetings:
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.
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)
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.
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
2. Investor Correspondence:
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.
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.
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.
Sd/-
Sukhdev Singh
Managing Director
(DIN-01202727)
Place: Jalandhar
Date: 30.08.2016
ANNEXURE TO CORPORATE GOVERENANCE REPORT
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.
Sd/-
Sukhdev Singh
Managing Director
(DIN-01202727)
ANNEXURE TO CORPORATE GOVERNANCE REPORT
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
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.
•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.
Date: 30.08.2016
Place:Jalandhar
INDEPENDENT AUDITOR’S REPORT
To the Members of AGI INFRA LIMITED
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.
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.
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.
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
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
VII. Profit before extraordinary items and tax (V - VI) 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)
Auditor's Report
As per our report of even date annexed hereto
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
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
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.
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.
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
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.
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.
N. Borrowing cost
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.
b) There are certain litigations pending against the company on account of which a liability of
Rs.1.90 lacs may arise in future.
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.
NOTE 7 INVESTMENTS
NOTE 8 INVENTORIES
-
Total 1,295,750,000.00 1,106,650,000.00
NOTE 9 TRADE RECEIVABLES
Total 31,453,200.00 -
NOTE 15 PURCHASES
-
Total 526,383,151.86 336,981,029.04
NOTE 16 CHANGE IN INV. OF FIN. GOODS, WORK IN PROGRESS & STOCK IN TRADE
-
Total 53,962,954.98 45,874,456.70
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CASH FLOW STATEMENT for the year ended 31st March, 2016.
(`INR in lacs)
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
As per our report of even date attached for and on behalf of AGI INFRA LTD
ATTENDANCE SLIP
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}
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.
Signature of Shareholder
Registered office: Jalandhar Heights, 66 Ft. Road, Village Pholriwal, Near Urban Estate, Phase-II, Jalandhar-
144001