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AGI Infra

BSE: 539042|ISIN: INE976R01017|SECTOR: Construction & Contracting - Civil
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Directors Report Year End : Mar '18    Mar 16

DIRECTORS REPORT TO THE MEMBERS

To,

The Members,

Your Directors have pleasure in presenting their 13th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2018.

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

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


(Rs. In Lakhs)

Standalone

Consolidated

Particulars

2017-18

2016-17

2017-18

2016-17

Gross Income

12272.54

14638.04

12272.54

14638.04

Profit Before Interest and Depreciation

2616.75

1711.68

2616.68

1711.68

Finance Charges

763.38

673.49

763.38

673.49

Gross Profit

1853.37

1038.19

1853.30

1038.19

Provision for Depreciation

347.11

248.30

347.11

248.30

Net Profit Before Tax

1506.26

789.89

1506.19

789.90

Provision for Tax

340.99

268.88

340.99

268.88

Net Profit After Tax

1165.27

521.01

1165.20

521.01

2. BUSINESS PERFORMANCE

a) Revenue from operation Standalone:

Your Company has total income during the review was Rs. 12272.54 Lakhs as compared to Rs.14638.04 Lakhs in the previous year, registering an decrease of 16.6% over the previous year.

Consolidated:

Your Company has total income during the review was Rs. 12272.54 Lakhs as compared to Rs. 14638.04 Lakhs in the previous year, registering an decrease of 16.6 % over the previous year.

b) Profits:

Standalone: The Profit before tax for the year 2017-18 was Rs.1506.26 Lakhs as against Rs. 789.89 Lakhs in the previous year. Profit after tax in the previous year stood Rs.1165.27 Lakhs as against Rs. 521.01 Lakhs in the previous year.

Consolidated: The Profit before tax for the year 2017-18 was Rs. 1506.19 Lakhs as against Rs.789.90 Lakhs in the previous year Profit after tax in the previous year stood Rs. 1165.20 Lakhs as against Rs. 521.01 Lakhs in the previous year.

3. DIVIDEND.

The directors are pleased to recommend a dividend of Rs. 1.00 per share for the financial year ended March 31, 2018, subject to the approval of the shareholders at the ensuing annual general meeting. If approved by the members, would involve a cash outflow of Rs. 12019972.00 including dividend tax, resulting in a payout of 10.32% of unconsolidated profits of the Company.

4. RESERVES

As per section 134(3) (j) of the Companies Act, 2013, The Company does not transfer any amount to specific reserves during F.Y. 2017-18.

5. SHARE CAPITAL

The paid up equity capital as on March 31, 2018 was Rs.10,21,67,200. 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 (DIN:01278966),Non Executive Director retires by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment.

B. BOARD EVALUATION

Pursuant to the applicable provisions of the Act and the Listing Regulations, The Board has carried out an Annual Evaluation of its own performance, performance of the Directors and the working of its Committees on the evaluation criteria defined by Nomination and Remuneration Committee (NRC) of performance process evaluation process of the Board, its Committees and Directors.

The Board functioning was evaluated on various aspects including inter-alia the structure of the Board, meeting of the Board, functions of the Board, degree of fulfilment of key responsibilities, establishment and delineation of responsibilities of various Committees, effectiveness of Board process, information and functioning.

The Committees of the Board were assessed on the degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of Meetings. The Directors were evaluated on aspects such as attendance, contribution at Board/Committee Meetings and guidance/ support to the Management outside Board/Committee Meetings.

The performance assessment of Non-independent Directors, Board as a whole and the Chairman were evaluated in a separate meeting of Independent Directors. The same was also discussed in the meetings of NRC and the Board. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

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 10 (Ten) times during the financial year 2017-18 i.e 19.04.2017,29.04.2017, 30.05.2017,15.07.2017,23.08.2017, 12.09.2017, 18.10.2017, 11.01.2018, 14.02.2018, and 31.03.2018.The Details of above mentioned Board Meetings are also 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 Company''s Statutory Auditors, M/s.H.S. Makkar and Co, Chartered Accountants (Firm Registration No. 016971N), hold office until the conclusion of the 17th Annual General Meeting, subject to ratification of their appointment by shareholders at every Annual General Meeting.

The Statutory Auditors have not reported any incident of fraud to the Company''s Audit Committee in the year under review.

The Company''s standalone and consolidated financial statements have been prepared in accordance with the Indian Accounting Standards prescribed under Section 133 of the Act read with relevant rules issued thereunder (Ind AS) and other accounting principles generally accepted in India.

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 CA Ms. Nandini Sehgal (M.No. 537004), Chartered Accountant, Jalandhar as Internal Auditor of the Company, to check the internal controls and functioning of the activities and recommend ways of improvement. Internal Audit report is prepared 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-B 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-C.

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) Rule, 2014 is annexed as Annexure-D.

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 company has appointed, M/s Khanna Karan & Co, Practicing Company Secretaries, Jalandhar (CP No.38842 and M.No. 15871) as a Secretarial Auditors of the Company for the year 2017-18. The report of the Secretarial Auditors is enclosed as Annexure-E 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

1. The company has issued Secured Redeemable Non Convertible Debenture on private placement basis as on 29.04.2018 and the proceeds has been used for the purpose for which it has been raised.

2. The Stock Exchange (BSE Ltd.) has granted the approval to migrate the Company from BSE - SME Platform to BSE Main Board on January 19, 2018 and w.e.f January 23, 2018, the Equity Shares of the Company are dealing on the Main board Platform.

3. a) Ms. Anchal Kashyap has resigned from the post of Chief Financial Officer and Mr. Bhimanshu Gupta has been appointed on the post of Chief Financial Officer as on 12.09.2017.

b) Mr. Bhimanshu Gupta has resigned from the post of Chief Financial Officer as on 14.06.2018 and Mrs. Baby Sharma has been appointed on the post of Chief Financial Officer w.e.f. 15.06.2018.

There has been no other material change and commitment, affecting the financial performance of the Company which occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

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

The Company is committed to maintain the highest standards of corporate governance and adhere to the Corporate governance requirements set out by SEBI. The report on Corporate Governance as stipulated under SEBI ( Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Annual Report on CSR activities in terms of the requirements of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure - F, which forms part of this Report.

20. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The company has one wholly subsidiary named AGI Cold Chain Private Limited which was incorporated on June 23, 2016 and its main objectives are 1. To carry on the business of set up the Chain cold storage and carrying on the business of storing, trading, dealing, distributing of vegetables, fruits and dry fruits etc. 2. To carrying on business of leasing or renting the Cold chain facility.The Wholly Subsidiary Company has a net loss of Rs. 7952.95/- during the financial year 2017-18.The company does not have any joint venture companies or associates companies during the period under review. Also, there was no company which has ceased to become the subsidiaries/joint ventures/associate company (ies) during the year.

21. LISTING WITH STOCK EXCHANGES:

The Stock Exchange (BSE Ltd.) has granted the approval to migrate the Company from BSE - SME Platform to BSE- Main Board on January 19, 2018 and w.e.f. January 23, 2018, the Equity Shares of the Company are dealing on the Main board Platform and confirms that it has paid the Annual Listing Fees for the financial year 2018-19 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 preclearanee 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 LED lights are being used in flats.

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.

Also the in order to conserve energy the company has installed ROOF TOP Solar Generator and the electricity being produced is being used for common area through net metering arrangement with PSPCL

25. FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year, the total foreign exchange outgo was $ 2,99,999.83 which was equivalent to Rs. 1,95,55,093.97 on account of imports made from China. Payments against sale of flats to NRI Customers are also received in foreign exchange through Banking Channels which is credited to their accounts by getting converted into Indian Rupees.

26. HUMAN RESOURCES

Your Company treats its human resources as one of its most important assets. Your Company continuously invests 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 Indian 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.

29. ACKNOWLEDGEMENTS

Your Directors takes this opportunity to thanks to all Government Authorities, Bankers, Shareholders, Costumer, Investors and other stakeholders for their assistance and co-operation to the Company. Your Director expresses their deep sense of appreciation and gratitude towards aII employees and staff of the company and wishes the management all the best for further growth and prosperity.

For and on behalf of the Board of Directors AGI INFRA LIMITED

S. Sukhdev Singh Mrs. Salwinderjit Kaur

Managing Director WholeTime Director

DIN:01202727 DIN:00798804

Place:Jalandhar D
ate: 30.08.2018

Annexure - A Form AOC-1

Statement containing salient features of the Financial Statement of Subsidiaries/ Associates Companies/Joint Ventures

(Pursuant to first Proviso to Sub-Section (3) of Section 129 read with Rule 5 of the Companies

Part A: Subsidiary

S.No.

1

Name of the Wholly Subsidiary

AGI Cold Chain Private Limited

2

Date since when subsidiary was acquired/formed

23.06.2016

3

Share Capital

1,50,00,000

4

Reserves & Surplus

(398848.45)

5

Total Assets

17765926.55

6

Total Liabilities

17765926.55

7

Investments

-

8

Turnover

-

9

Profit before Taxation

(7952.95)

10

Provision for Taxation

-

11

Profit after taxation

(7952.95)

12

Proposed Dividend

-

13

Percentage of shareholding

99.99

Annexure - B 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.

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 relationship

Nil

b)

Nature of contracts/arrangements/transaction

Nil

c)

Duration of the contracts/arrangements/transaction

Nil

d)

Salient terms of the contracts or arrangements or transaction including the value, if any

Nil

e)

Justification for entering into such contracts or arrangements or transactions''

Nil

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 General meeting as required under first proviso to section 188

Nil

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 relationship

Aay Jay Builders ( S.Sukdev Singh, Managing Director of the Company is interested being Proprietor of the concern)

b)

Nature of contracts/arra ngements/transaction

Purchase of Fixed Assets

c)

Duration of the contracts/arrangements/transaction

During the Year

d)

Salient terms of the contracts or arrangements or transaction including the value, if any

Rs. 49,00,289.00

e)

Date of approval by the Board

30.05.2017

f)

Amount paid as advances, if any

Nil

(iii)

SL. No.

Particulars

Details

a)

Name (s) of the related party & nature of relationship

Aay Jay Builders ( S.Sukdev Singh, Managing Director of the Company is interested being Proprietor of the concern)

b)

Nature of contracts/arrangements/transaction

Purchase of Fixed Assets

c)

Duration of the contracts/arrangements/transaction

During the Year

d)

Salient terms of the contracts or arrangements or transaction including the value, if any

Rs. 1,88,410.00

e)

Date of approval by the Board

30.05.2017

f)

Amount paid as advances, if any

Nil

(iv)

SL. No.

Particulars

Details

a)

Name (s) of the related party & nature of relationship

Aay Jay Builders ( S.Sukdev Singh, Managing Director of the Company is interested being Proprietor of the concern)

b)

Nature of contracts/arrangements/transaction

Purchase of Fixed Assets

c)

Duration of the contracts/arrangements/transaction

During the Year

d)

Salient terms of the contracts or arrangements or transaction including the value, if any

Rs. 11,68,005.00

e)

Date of approval by the Board

30.05.2017

f)

Amount paid as advances, if any

Nil

(v)

SL. No.

Particulars

Details

a)

Name (s) of the related party & nature of relationship

S.Sukhdev Singh (Being Managing Director of the Company)

b)

Nature of contracts/arrangements/transaction

Joint Development Agreement

c)

Duration of the contracts/arrangements/transaction

During the Year

d)

Salient terms of the contracts or arrangements or transaction including the value, if any

As pert he agreement S. Sukhdev Singh will be entitled to 32% of the total saleable area or equivalent amount of sale.

e)

Date of approval by the Board

23.07.2017

f)

Amount paid as advances, if any

Nil

g)

Date on which the special resolution was passed in General meeting as required under first proviso to section 188

20.09.2017

For and on behalf of the Board of Directors AGI INFRA LIMITED

S. Sukhdev Singh Salwinderjit Kaur

Managing Director WholeTime Director

DIN:01202727 DIN: 00798804

PlaceJalandhar Date:30.08.2018

Annexure C

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31.03.2018

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 of the Company

Company Limited by Shares

5.

Address of the Registered office & contact details

Jalandhar Heights, 66 FT. Road, Village Pholriwal,Near Urban Estate Phase-ll, Jalandhar-144001.

6.

Whether listed company

Yes (BSE Ltd.)

7.

Name, Address & contact details of the Registrar & Transfer Agent, if any.

Bigshare Services Private Limited 1st Floor, Bharat Tin Works Building, Opp.Vasant Oasis, Makwana Road , Marol, Andheri East, Mumbai -400059, Maharashtra. Tel: 022-62638200 Fax: 022-62638299 Email: lpo@Bigshareonline.com Investor Grievance Email: lnvestor@Bigshareonline.com 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 products /services

NIC Code of the Product/service

% to total turnover of the company

1

Reality ( Construction)

4100

100%

PARTICULARS OF HOLDING, SUBSIDARY & ASSOCIATE COMPANIES

S.No

Name and address of the company

CIN/GLN

Holding/Subsi diary/ Associates

% of Shares Held

Applicable section

1

AGI Cold Chain Private Limited

U74999PB2016PTC045451

Subsidiary

99.99

Sec4(l)(b)

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

Category of Shareholders

No. of Shares held at the beginning of the year[As on 31-March-2017]

No.of Shares held at the end of the year[As on 31-March-2018]

% Change during the year

Demat

Physical

Total

% of Total Shares

Demat

Physical

Total

% of Total Shares

A. Promoters

-

-

-

-

-

-

-

-

-

(1) Indian

a) Individual/ HUF

5255320

-

5255320

51.44

5255320

-

5255320

51.44

No Change

b) Central Govt

-

-

-

-

-

-

-

-

-

c) State Govt(s)

-

-

-

-

-

-

-

-

-

d) Bodies Corp.

-

-

-

-

-

-

-

-

-

e) Banks / Fl

-

-

-

-

-

-

-

-

-

f) Any other

-

-

-

-

-

-

-

-

-

Total shareholding of Promoter (A)

5255320

-

5255320

51.44

5255320

-

5255320

51.44

No Change

2. Foreign

a) lndividual ( Non Resident Individuals/Forei-gn Individuals)

2156000

-

2156000

21.10

2156000

-

2156000

21.10

No Change

b) Bodies Corporate

-

-

-

-

-

-

-

-

-

constitutions

-

-

-

-

-

-

-

-

-

d) Qualified Foreign Investor

-

-

-

-

-

-

-

-

-

e) Any other specific

-

-

-

-

-

-

-

-

-

Sub Total (a) (2)

2156000

-

2156000

21.10

2156000

-

2156000

21.10

No Change

Total Shareholding of Promoter & Promoter Group (A)=(A)(1) (A)(2)

7411320

-

7411320

72.54

7411320

-

7411320

72.54

No Change

B. Public Shareholding

1. Institutions

a) Mutual Funds

b) Banks / Fl

c) Central Govt

d) State Govt{s)

e) Venture Capital Funds

f) Insurance Companies

g) Flls

h) Foreign Venture Capital Funds

i) Market Maker

Sub-total (B)(l):-

2. Non Institutions

a) Bodies Corp.

i) Indian

784000

784000

7.67

909550

909550

8.90

1.23

ii) Overseas

b) Individuals

i) Individual shareholders holding nominal share capital up to Rs. 1 lakh

106580

106580

1.04

118421

118421

1.16

0.12

ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh

1702800

1702800

16.67

1752973

1752973

17.16

0.49

c) Others (specify)

Non Resident Indians

Overseas Corporate Bodies

Foreign Nationals

Clearing Members

212020

212020

2.08

20456

20456

0.20

(1.88)

Trusts

Foreign Bodies

Non Resident lndians( NRI)

Non Resident Indians (REPAY)

Non Resident Indians (NON REPAY)

4000

4000

0.04

0.04

Sub-total (B)(2):-

2805400

2805400

27.46

2805400

2805400

27.46

0

Total Public Shareholding (B)=(B)(1) (B)(2)

2805400

2805400

27.46

2805400

2805400

27.46

No change

C. Shares held by Custodian for GDRs & ADRs

Grand Total (A B C)

1021672 0

10216720

100

1021672 0

10216720

100.00

No change

B) Shareholding of Promoter & Promoter Group-

SN

Shareholder''s Name

Shareholding at the beginning of the year

Shareholding at the end of the year

% change in sharehol-ding during the year

No. of Shares

% of total Shares of the company

% of Shares Pledged / encumbered to total shares

No. of Shares

% of total Shares of the company

% of Shares Pledged / encumbered to total shares

1

Sukhdev Singh

4030320

39.45

0

4030320

39.45

0

No Change

2

Ranjit Singh

1813000

17.74

0

1813000

17.74

0

No Change

3

Salwinderjit Kaur

1225000

11.990

0

1225000

11.99

0

No Change

4

Bikramjit Singh

343000

3.36

0

343000

3.36

0

No Change

Total

7411320

72.54

0

7411320

72.54

0

No Change

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

SN

Particulars

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares

% of total shares of the company

No. of shares

% of total shares of the company

At the beginning of the year

7411320

72.54

-

-

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

7411320

72.54

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.No

For Each of the Top 10 Shareholders

Shareholding at the beginning of the year

Date

Increase /Decrease In shareholdi-ng

Reason

Cumulative Shareholding during the Year

No. of shares

% of total shares of the company

No. of shares

% of total shares of the company

1

SAJANKUMAR RAMESHWARLA L BAJAJ

505000

4.94

31.03.2017

11.08.2017

(1000)

Transfer

29-12-2017

1000

Transfer

31.03.2018

505000

4.94

2

AVENDUS ADVISORS LIMITED

270000

2.64

31.03.2017

31.03.2018

270000

2.64

3

RAVINDER GUPTA HUF

184000

1.80

31.03.2017

31.03.2018

184000

1.80

4.

ARYAMAN CAPITAL MARKETS LIMITED

176000

1.72

31.03.2017

07.04.2017

1000

Transfer

14.04.2017

6000

Transfer

28.04.2017

1000

Transfer

05.05.2017

1000

Transfer

19.05.2017

2000

Transfer

09.06.2017

(2000)

Transfer

30.06.2017

(5000)

Transfer

07.07.2017

(14000)

Transfer

14.07.2017

(5000)

Transfer

11.08.2017

5000

Transfer

18.08.2017

(4000)

Transfer

01.09.2017

(12000)

Transfer

08.09.2017

(16000)

Transfer

15.09.2017

(10000)

Transfer

22.09.2017

1000

Transfer

06.10.2017

2000

Transfer

13.10.2017

1000

Transfer

27.10.2017

(1000)

Transfer

31.10.2017

1000

Transfer

10.11.2017

1000

Transfer

17.11.2017

2000

Transfer

08.12.2017

1000

Transfer

29.12.2017

(1000)

Transfer

05.01.2018

1000

Transfer

12.01.2018

1000

Transfer

26.01.2018

(700)

Transfer

02.02.2018

(14900)

Transfer

09.02.2018

(26075)

Transfer

16.02.2018

(81785)

Transfer

23.02.2018

(5408)

Transfer

02.03.2018

(200)

Transfer

09.03.2018

(1496)

Transfer

23.03.2018

(204)

Transfer

31.03.2018

2232

0.02

5.

GUNDEEP SINGH

170000

1.66

31.03.2017

31.03.2018

170000

1.66

6.

SHRI RAVINDRA MEDIA VENTURES

31.03.2017

15.09.2017

165000

Transfer

31.03.2018

165000

1.61

7.

SHALLU CHOPRA

164000

1.61

31.03.2017

31.03.2018

164000

1.61

8.

GURPREET SINGH

122000

1.19

31.03.2017

23.03.2018

10000

Transfer

3O.O3.2O18

21223

Transfer

31.03.2018

153223

1.50

9.

ASHA SHOPPERS PRIVATE LIMITED

152000

1.49

31.03.2017

31.03.2018

152000

1.49

1O

MAXGROWTH CAPITAL PVT. LTD.

122000

1.19

31.03.2017

01.09.2017

(122000)

Transfer

15.09.2017

1000

Transfer

06.10.2017

3000

Transfer

22.12.2017

2000

Transfer

02.02.2018

3700

Transfer

16.02.2018

65000

Transfer

23.02.2018

(70700)

Transfer

09.03.2018

2000

Transfer

31.03.2018

6000

0.06

11

MADHUR COLD STORAGE LIMITED

94000

0.92

31.03.2017

31.03.2018

94000

0.92

E) Shareholding of Directors and Key Managerial Personnel:

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

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

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

S No.

Shareholding of each Directors (other than promoters) and each Key Managerial Personnel

Shareholding at the beginning of the year

Cumulative Shareholding during the Year

No. of shares

% of total shares of the company

No. of shares

% of total shares of the company

At the beginning of the year

55800

0.55

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

55800

0.55

At the end of the year

55800

0.55

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

(in lakhs)

Secured Loans excluding deposits

Unsecured Loans

Deposits

Total Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount

52.01

1.13

53.14

ii) Interest due but not paid

0.50

0.22

0.72

iii) Interest accrued but not due

-

-

-

Total (i ii iii)

52.51

1.35

53.86

Change in Indebtedness during the financial year

* Addition( )

51.26

0

51.26

* Reduction(-)

13.40

0.80

14.20

Net Change

Indebtedness at the end of the financial year

i) Principal Amount

90.37

0.55

90.92

ii) Interest due but not paid

0.71

0.04

0.75

iii) Interest accrued but not due

-

-

-

Total (i ii iii)

91. 08

0.59

91.67

V. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

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

(in Lakhs)

S N.

Particulars of Remuneration

Name of MD/WTD/ Manager

Total Amount

S. Sukhdev Singh MD

Mrs. Salwinderjit Kaur WTD

1

Gross salary

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

48.00

36.00

84.00

(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

S N.

Particulars of Remuneration

Name of Directors

Total Amount (Rs.)

(per meeting)

-------

------

------

1

Independent Directors

Mr. Atul Mehta

Mr. Manjit Singh

Fee for attending board meetings committee meetings

33000

16500

--

--

49500

Commission

Others, please specify

Total (1)

33000

16500

49500

2

Other Non-Executive Directors

Mr. Anuj Rai Bansal

Fee for attending board meetings committee meetings

9000

--

--

--

9000

Commission

Others, please specify

Total (2)

9000

9000

Total (B)=(l 2)

42000

16500

58500

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 Lakhs)

SN

Particulars of Remuneration

Key Managerial Personnel

CEO

Aarti Mahajan(Company Secretary)

Bhimanshu Gupta (Chief Financial Officer)

Total

1

Gross salary(per annum)

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

2.34

2.22

4.56

(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

2.34

2.22

4.56

Note: Mr. Bhimanshu Gupta has been appointed as on 12.09.2017

VI. PENALTIES / PUNISHMENT/COMPOUNDING OF OFFENCES:

Type

Section of the Companies Act

Brief Description

Details of Penalty / Punishment/ Compounding fees imposed

Authority [RD / NCLT/ COURT]

Appeal made, if any (give Details)

A. COMPANY

Penalty

(i)Section 211 and

Transaction with the interested party.

Penalty of Rs. 10,000 has been imposed on the Company

RD

Punishment

-

-

-

-

-

Compounding

Disclosure amount

Application under process.

-

-

(ii) Section 217

payment Gratuity.

For and on behalf of the Board of Directors
AGI INFRA LIMITED

S. Sukhdev Singh
Managing Director DIN: 01202727

Mrs. Salwinderjit Kaur WholeTime Director DIN:00798804

Place: Jalandhar Date: 30.08.2018

B. DIRECTORS

Penalty

(i)Section 211 and

Transaction with the interested party.

Penalty of Rs. 10,000 has been imposed on the Director

RD

Punishment

-

-

-

-

-

Compounding

-

-

-

-

-

C. OTHER OFFICERS IN DEFAULT

Penalty

-

-

-

-

Punishment

-

-

-

-

-

Compounding

-

-

-

-

-

A) ANNEXURE ''D''

Forming Part of the Directors'' Report Details of Ratio of Remuneration of Directors

[Section 197(12), read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014]

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 em ployed for part of the year-Nil

* Drawing salary more than the salary of MD and having 2% stake in the company-Nil

(i) the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year;

Name of the Director

Ratio to the Median

Mr. Sukhdev Singh Managing Director

21.01%

Mrs. Salwinderjit Kaur Whole Time Director

15.76%

(ii) the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;

Name of the Directors & Key Managerial Personnel

% increase

Mr. Sukhdev Singh Managing Director

-

Mrs. Salwinderjit Kaur Whole Time Director

-

Ms. Bhimanshu Gupta Chief Financial Officer

10%

Ms.Aarti Mahajan Company Secretary

-

(iii) the percentage increase in the median remuneration of employees in the financial year;

17.14%

(iv) the number of permanent employees on the rolls of company;

331

(v) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;

Average increase in employees salary: Average increase in managerial personnel salary (Directors'' Salary) :

(vi) the key parameters for any variable component of remuneration availed by the directors;

Variable Pay is in accordance with the performance of the company as well as the individual.

(vii) Affirmation that the remuneration is as per the remuneration policy of the company.

Yes, the remuneration is as per the Remuneration Policy of the Company.

Annexure-E

Ref:KK/AIL/SAR/01 Dated: 30.08.2018

FORM NO. MR-3 Secretarial Audit Report

(For the Financial Year Ending 31.3.2018)

[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 Heights, 66ft Road Village Pholriwal, Near Urban Estate, Phase-II Jalandhar 144001 Punjab India

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-ll Jalandhar 144001 Punjab India 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 31.03.2018, 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 and subject 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 31.3.2018 according 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 made 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 thereunder 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;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

c. The Securities and Exchange Board of India (Issueof 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;

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,

j. SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.

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.

Negotiable Instrument Act 1881

Indian Stamp Act,1999

Payment of Gratuity Act, 1972.

Real Estate (Regulation and Development) Act, 2016

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.

Goods and service tax act 2017 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 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 the Central 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 20.09.2017 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; I) 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

(a) 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.

b. 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 Khanna Karan & Co. Practicing Company Secretaries

CS Karan Khanna, ACS,

M. No. A-38842 COP No. 15871 Date: 30/08/2018 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 A1 (Forming Integral Part of Secretarial Audit Report for the financial year ending 31.03.2018)

To

The Members,

AGI Infra Limited,

Jalandhar Heights, 66ft Road

Village Pholriwal, Near Urban Estate,

Phase-II Jalandhar 144001 Punjab India

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 a re 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 Khanna Karan & Co. Practicing Company Secretaries

C S Karan Khanna,

ACS,

M.No.A-38842 COP No. 15871

Place: Jalandhar.

Date: 30.08.2018

Annexure-F

ANNUAL REPORT ON CSR ACTIVITIES OF THE COMPANY

1. A brief outline of the Company''s CSR Policy, including overview of the projects or programs proposed to be undertaken and a reference to the web link of the CSR Policy and projects or programs. The focus areas of CSR Policy are as follows:

a) Eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation including contribution to the Swach Bharat Kosh set up by the Central Government for the promotion of sanitation and making available safe drinking water;

b) Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly, and the differently-abled and livelihood enhancement projects;

c) Promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centres and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups;

d) Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agro, forestry, conservation of natural resources and maintaining quality of soil, air and water including contribution to the Clean Ganga Fund set up by the Central Government for rejuvenation of Ganga.

e) Employment enhancing Vocational skills.

f) Protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art; setting up public libraries; promotion and development of traditional arts and handicrafts;

g) Measures for benefit of armed forces veterans, war widows and their dependants; h) Training to promote rural sports, nationally recognized sports, paralympic sports;

i) Contribution to the Prime Minister''s National Relief Fund or any other fund set up by the Central Government for socio-economic development and relief and welfare of the Scheduled Castes, the Scheduled Tribes, other backward classes, minorities and women;

j) Contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government;

k) Rural development projects.

2. The Composition of the CSR Committee:

S.SukhdevSingh-Chairman (Managing Director) Mrs. Salwinderjit Kaur- Member (Whole time Director) Mr. Manjit Singh-Member (Independent Director)

3. Average Net Profit of the Company for the last 3 Financial Years: The average Net Profit for the last three years is Rs. 6,04,05,232.25

4. Prescribed CSR Expenditure (two percent of the amount as in item 3 above): The Company is required to spend Rs.12,08,105.00/-towards CSR for the Financial Year 2017-18.

5. Details of CSR spent during the Financial Year:

a) Total amount to be spent for the Financial Year: Rs.12,08,105.00

b) Amount unspent, if any: Nil

c) Manner in which the amount spent during the Financial Year is detailed below:

S.No

Project/ Activities

Sector

Locations (Districts, States)

Amount Outlay (Budget)

Cumulative expenditure upto reporting period (Rs.)

Amount spent

Direct

Through implemen-ting Agency

1.

AGI Welfare School ( Education to the society)

Education

Jalandhar,

5,15,000.00

5,19,524.23

519524.23

Punjab

2.

Green Belt

Environmental

Jalandhar,

5,94,000.00

Sustainability

Punjab

5,94,315.000

5,94,315.000

3.

Youth Sports Club

Rural Sports

Jalandhar,

99,105.00

1,00,000.00

1,00,000.00

Punjab

Total

12,08,105.00

12,13,839.23

12,13,839.23

6. In case the Company has failed to spend the two percent of the average net profit of the last three Financial Years or any part thereof, the Company shall provide the reasons for not spending the a mount in its Board Report.

Not Applicable

7. A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy is in compliance with CSR Objectives and Policy of the Company.

The Implementation and monitoring of Corporate Social Responsibility (CSR) Policy, is in compliance with CSR objectives and policy of the Company.

Source : Dion Global Solutions Limited
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