| Dear Members
The Directors are pleased to present the Twenty Second Annual Report
of the Company on the business and operations along with the Audited
Financial Statements for the year ended March 31, 2015
1. Financial Results (In Rs.)
Particulars For the Financial For the Financial
Year Ended March Year Ended March
31, 2015 31, 2014
Profit/(Loss) before Tax 5,982,514 5,640,045
Less: (Provision for Tax) (1,931,141) (1,521,614)
Add: Deferred Tax 4,105 -
Profit/(Loss) after Tax 4,055,478 4,118,431
Add: Profit/(Loss) B/F from
previous (27,863,451) (31,981,882)
year
Profit/(Loss) carried to
Balance (2,3807,973) (27,863,451)
Sheet
2. Financial Performance:
The revenue of the Company for the year ended March 31, 2015 was Rs.
9,404,881 (Rupees Ninety Four Lakhs Four Thousand Eight Hundred and
Eighty One) as against revenue for the previous year at Rs. 9,317,818
(Rupees Ninety Three Lakhs, Seventeen Thousand Eight Hundred and
Eighteen). Profit before Tax (PBT) for the year ended March 31, 2015
was Rs. 4,055,478 (Rupees Forty Lakhs Fifty Five Thousand Four Hundred
and Seventy Eight) as against PBT for previous year at Rs. 4,118,431.
3. Dividend:
Your Directors regret their inability to recommend any dividend for
the financial year ended March 31, 2015.
4. Review of Operations:
During the year, the Company did not carry out any operations related
to infrastructure activities. However, the Company continues to earn
profits from its Non-operational activities.
The Management is in the process of devising a futuristic and
strategic roadmap for the Company. The Company is also keeping all
operating expenses under tight control.
5. Change in the nature of business:
The Company is in the business of all kinds of infrastructure
establishers/developers, real estate advisers/consultants/brokers,
real estate agents builders promoters, developers of apartments,
commercial buildings, factory buildings, hotels, malls, office
buildings, residential flats and other civil structures and/or dealers
in real estates such as land, building, factory sheds, apartment,
flats, hotels, cinema theatres, shopping complex, commercial premises,
industrial sites, industrial sheds, guest houses, lodging houses,
hotels, cottages, tourist bungalows, commercial premises, all other
types of civil structures and places of entertainment, recreation and
pleasure and other immovable properties of all kinds and description
and/or any interest therein and to acquire by purchase, lease or
otherwise lands, sites, buildings or any other civil structure and to
build shops, buildings, godowns, hotels, restaurants, cinema theatres,
touring talkies and other structures and/or to lease, sell, mortgage,
hypothecate or otherwise dispose of or deal in any other way in such
lands, sites, buildings and other structures.
Further during the year under review, there has been no change in the
nature of business of the Company.
6. Share Capital:
a. Buy Back of Securities:
The Company has not bought back any of its securities during the year
under review.
b. Sweat Equity:
The Company has not issued any Sweat Equity Shares during the year
under review.
c. Bonus Shares:
The Company has not issued any bonus shares during the year under
review.
d. Employee Stock Option:
The Company has not provided any Stock Options to the employees during
the year under review.
As on March 31, 2015, the issued, subscribed and paid-up share capital
of your Company was Rs. 168,458,000 comprising of 16,845,800 equity
shares of Rs. 10 each.
7. Material changes and commitments, if any, affecting the financial
position of the Company:
There have been no material changes and commitments affecting the
financial position of the Company which have occurred between the end
of the financial year of the Company to which the financial statements
relate to and the date of report.
8. Details of significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and
Company's operations in future:
There have been no significant and material orders passed by the
regulators or courts or tribunals impacting the going concern status
and the Company's operations in future.
9. Details of Subsidiaries, Joint Ventures or Associate Companies:
The Company has the following Associate Company during the year under
review:
Sr. Name and CIN/GLN Holding/ % of Applicable
No Address of Subsidiary/ Shares Section
the Company Associate Held
1 Moongipa U45201WB1998PTC Associate 49% 2(87)
Realty 154622 Company
Private
Limited
Address:
23A, Netaji
Subhas Road,
8th Floor,
Room No. 22,
Kolkata -700001
During the year under review, there have been no additions to the list
of subsidiaries associates or joint ventures of the Company.
10. Board of Directors
(a) Changes in the composition of the Board during the year under
review:
The following changes took place in the composition of the Board of
Directors during the year under review
(i) Ms. Shilpa Upadhyay was appointed as an Independent Director on
the Board of Directors of the Company for a consecutive period of Five
(5) years at the Extra Ordinary General Meeting of the Members of the
Company held on December 3, 2014 in accordance with the provisions of
Section 149 of the Companies Act, 2013.
(ii) Mr. Prathamesh Ketkar was appointed as an Independent Director on
the Board of Directors of the Company for a consecutive period of Five
(5) years at the Extra Ordinary General Meeting of the Members of the
Company held on December 3, 2014 in accordance with the provisions of
Section 149 of the Companies Act, 2013.
(iii) Mr. Rajesh Agarwal resigned as the Managing Director of the
Company with effect from December 3, 2014.
(iv) Mr. Yogesh Dave resigned as the Independent Director of the
Company with effect from December 3, 2014.
(v) Mr. Chandrahas Shetty resigned as the Independent Director of the
Company with effect from December 3, 2014.
(vi) In terms of the provisions of Section 152 of the Companies Act,
2013 and the provisions of the Articles of Association of the Company,
Mr. Basudeo Agarwal, Director of the Company retires by rotation at
the ensuing Annual General Meeting and being eligible, offers himself
for reappointment.
(b) Declaration by the Independent Directors:
The Company has received the necessary declaration from each of the
Independent Directors under section 149(7) of the Companies Act 2013
that he/she meets the criteria of Independence laid down in Section
149(6) of the Companies Act, 2013.
(c) Number of Meetings of the Board:
The Board of Directors duly met 6 (Six) times on April 1, 2014, May
30, 2014, August 14, 2014, November 14, 2014, December 3, 2014 and
February 13, 2015 during the year under review in respect of which
proper notices were given and the proceedings were properly recorded
and signed in the Minutes Book maintained for the purpose.
(d) Company Policy on Director Appointment, Remuneration and Annual
Formal Evaluation:
The Company has in place a policy relating to Directors Appointment,
remuneration and other related matters under Section 178(3) of the
Companies Act, 2013.
Appointment and evaluation of the Independent Directors is governed by
the Code for Independent Directors provided in Schedule IV of the
Companies Act, 2013.
Pursuant to the provisions of the Companies Act, 2013, the Independent
Directors at their meeting held on March 30, 2015 have carried out
annual performance evaluation of the non- Independent Directors
individually as well as of the Chairman.
(e) Committees of the Board:
The Company has the following Committees pursuant to the provisions of
the Companies Act, 2013 read with relevant rules framed therein:
(i) Audit Committee:
The Audit Committee comprises of the following members:
Sr. Name of the Members Designation
No.
1 Ms. Shilpa Upadhyay Chairperson
2 Mr. Sanjay Agarwal Member
3 Mr. Prathamesh Ketkar Member
Further the terms of reference of the Committee as adopted by the
Board in accordance with Section 177(4) of the Companies Act, 2013 is
as follows:
- The recommendation for appointment, remuneration and terms of
appointment of auditors of the Company;
- Review and monitor the auditor's independence and performance, and
effectiveness of audit process;
- Examination of the Financial Statements and the Auditors' Report
thereon;
- Approval or any subsequent modification of transactions of the
Company with related parties;
- Scrutiny of inter-corporate loans and investments;
- Valuation of undertakings or assets of the Company, wherever
necessary;
- Evaluation of internal financial controls and risk management
systems;
- Monitoring the end use of funds raised through public offers and
related matters.
Further all the recommendations made by the Audit Committee during the
year under review were accepted by the Board of Directors.
(ii) Nomination and Remuneration Committee:
The Nomination and Remuneration Committee comprises of the following
members:
Sr. Name of the Members Designation
No.
1 Mr. Prathamesh Ketkar Chairman
2 Mr. Basudeo Agarwal Member
3 Ms. Shilpa Upadhyay Member
(iii) Stakeholders Relationship Committee:
The Stakeholder Relationship Committee comprises of the following
members:
Sr. Name of the Members Designation
No.
1 Mr.Basudeo Agarwal Chairman
2 Mr. Sanjay Agarwal Member
3 Mr. Prathamesh Ketkar Member
(f) Vigil Mechanism/ Whistle Blower Policy:
The Company has duly adopted a Whistle Blower Policy as a part of the
Vigil Mechanism for the Employees to report genuine concerns or
grievances to the Chairman of the Audit Committee or the Ombudsman and
take steps to resolve the issues amicably.
(g) Directors' Responsibility Statement:
In pursuance of Section 134 (3) (c) and (5) of the Companies Act,
2013, the Directors hereby confirm that:
(i) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(ii) the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit and
loss of the Company for that period;
(iii) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
(iv) the Directors had prepared the annual accounts on a going concern
basis; and
(v) the Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
11. Key Managerial Personnel:
During the year under review, the following changes took place in the
key managerial Personnel:
Mr. Rajesh Agarwal was appointed as the Chief Financial Officer of the
Company pursuant to Section 203 of the Companies Act, 2013 read with
applicable rules made thereof (including any amendments, if any) with
effect from December 3, 2014.
12. Auditors:
(a) Appointment of Statutory Auditors:
M/s G L Singhal & Co, Chartered Accountants, Kolkata bearing Firm
Registration Number 313078E have been appointed as Statutory Auditors
of the Company for period of three years ending March 31, 2017,
subject to ratification at every Annual General meeting of the Company
pursuant to the provisions of Section 139 of the Companies Act, 2013
read with the Companies (Audit and Auditors) Rules, 2014. In terms of
the first proviso of Section 139 of the Companies Act, 2013, the
appointment of the Auditors shall be placed for ratification at every
Annual General Meeting.
Further the Company has also received a certificate from the auditors
to the effect that if they are reappointed, it would be in accordance
with the provisions of Section 141 of the Companies Act, 2013.
Accordingly, the appointment of M/s G L Singhal & Co, Chartered
accountants, as statutory auditors, is placed for ratification by the
shareholders at the ensuing Annual General Meeting.
(b) Auditors' Report:
The Auditors' Report on the Financial Statements of the Company for
the financial year ended March 31, 2015 has the following
qualification: Section 186 of the Companies Act, 2013:
The Company has granted unsecured loans to various parties, in excess
of the limits prescribed under Section 186 of the Act without
obtaining the prior approval of the shareholders by way of a Special
Resolution.
Board's Reply:
The Board has obtained the requisite approval of the Members through
Postal Ballot for increasing the investment limits to ' 25,00,00,000
under Section 186 of the Companies Act, 2013 on August 14, 2015.
13. Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board of Directors appointed Ms. Jyoti N
Kholia, Company Secretary in whole time practice, as the Secretarial
Auditor of the Company to conduct the secretarial audit of the Company
for the Financial Year 2014 - 15.
The Secretarial Audit Report for the financial year 2014-15 forms part
of the Directors Report as 'Annexure A'
The following observations are made in the Secretarial Audit Report
during the year under review:
(a) Section 186 of the Companies Act:
The Board of Directors have made investments higher than the limits
specified under Section 186 of the Companies Act 2013. However the
requisite approval of Members through postal ballot of the Company was
obtained after the reporting period;
Board's Reply:
The Board has obtained the requisite approval of the Members through
Postal Ballot for increasing the investment limits to ' 25,00,00,000
under Section 186 of the Companies Act, 2013 on August 14, 2015.
(b) Section 203 of the Companies Act, 2013:
The Company has not complied with the provisions of Section 203 of the
Companies Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 with respect to
appointment of Company Secretary. Also, the appointment of the Chief
Financial Officer was not within the prescribed time limits;
Board's Reply:
The Company is in the process of recruiting a Company Secretary in
order to comply with the provisions of Section 203 of the Companies
Act, 2013 read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
(c) Clause 41 of the Listing Agreement:
The Company has not published its financial results as required to be
made under Clause 41 of the Listing Agreement.
Board's Reply:
The Company would henceforth publish the financial results as required
under Clause 41 of the Listing Agreement.
(d) Clause 54 of the Listing Agreement:
The Company has not maintained functional website as required to be
maintained as per clause 54 of the Listing Agreement.
Board's Reply:
The Company is already in the process of creating a functional website
in compliance with Clause 54 of the Listing Agreement.
14. Deposits:
The Company has not accepted any deposits during the year under
review.
15. Particulars of Loans, Guarantees or Investments:
The Company has not taken any loan or provided any guarantee under the
provisions of Section 186 of the Companies Act, 2013 for the year
under review. Further the Company has made investments under Section
186 of the Companies Act, 2013, details of which is provided in Note
No. 10 of the Financial Statements which forms part of the Annual
Report.
16. Extract of Annual Return:
The extract of Annual Return in the prescribed format as required
under Section 134(3)(a) of the Companies Act, 2013 is annexed as
'Annexure B' to the Board Report.
17. Particulars of contracts or arrangements with related parties:
All related party transactions under Section 188 of the Companies Act,
2013, were entered into during the financial year were on an arm's
length basis and were in the ordinary course of business. There are no
materially significant related party transactions made by the Company
with Promoters, Directors, Key Managerial Personnel or other
designated persons which may have a potential conflict with the
interest of the Company at large. The Company has also adopted a
framework on related party transactions to ascertain the criteria of
'ordinary course of business' and 'Arm's Length Price'
The details of the transactions entered into with the related parties
during the year under review are set out in Form AOC 2 annexed as
'Annexure C'.
18. Internal Control System and their adequacy:
The Company has duly established and maintained its internal controls
and procedures for the financial reporting and evaluated the
effectiveness of Internal Control Systems. The internal control
systems commensurate with the size, scale and complexity of its
operations.
19. Internal & Concurrent audit:
The Company conducts its Internal and Concurrent audit within the
parameters of regulatory framework which is well commensurate with the
size, scale and complexity of its operations.
The Internal Auditors monitor the efficiency and effectiveness of the
internal control systems in the Company. Significant audit
observations and corrective actions thereon are presented to the Audit
Committee.
20. Statement on remuneration of employees of the Company:
The Company does not have any employee whose remuneration needs to be
disclosed under Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
21. Risk Management Policy:
The Company has put in place a comprehensive Risk Management Policy
duly approved by the Board. The Policy details the Objective of Risk
Management Framework, Role of Board/Committees of the Board, Senior
Management and Employees in ensuring effective risk management, the
risk management process and Periodical Review.
22. Disclosures as per the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
The Company has adopted a Policy on prevention, prohibition and
redressal of sexual harassment at workplace in line with the
provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules thereunder for
prevention and redressal of complaints of sexual harassment at
workplace.
The Company has not received any complaint on sexual harassment during
the financial year under review.
23. Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo:
Due to the nature of the business activities of the Company, the
details of Conservation of Energy and Technology Absorption as
required to be provided under Section 134(3) (m) are not given as the
same is not applicable to the Company.
Further there were no foreign exchange earnings or expenditures during
the year under review.
24. Acknowledgements:
Your Directors wish to place on record their deep sense of
appreciation for the devoted services of all the employees of the
Company for its growth
Your Directors also acknowledge with gratitude the help and support
received from the Shareholders, Bankers, Customers, Exchanges and
Regulators and hope to continue to get such support in times to come
By the order of the Board of Directors
For Yogi Infra Projects Limited
Sanjay Agarwal Basudeo Agarwal
Mumbai Managing Director Director
September 5, 2015 DIN: 00462902 DIN: 00462889 |