YOGI INFRA PROJECTS LIMITED
ANNUAL REPORT 2011-2012
Your Directors present the NINETEENTH ANNUAL REPORT on the business and
operations of the Company together with the Audited Statements of Accounts
for the year ended March 31, 2012.
1. FINANCIAL RESULTS:
(Rs. in Lacs)
Particulars Year Ended Year Ended
31st March 2012 31st March 2011
Profit (Loss) before Depreciation (8.11) 1.53
Less: Depreciation 0.00 0.00
Profit (Loss) before Tax (8.11) 1.53
Add/Less: Provision for MAT NIL 0.28
PROFIT/(LOSS) AFTER TAX (8.11) 1.25
Add/Less: Brought forward loss of (323.30) (324.55)
Profit/(Loss) carried to Balance Sheet (331.41) 323.30
2. STATE OF COMPANY`S AFFAIRS:
As reported in the previous year, the new Management took over control of
your Company and has initiated action on the business to be carried on by
the Company. A concrete `Business Plan` is being worked out in consultation
with the Technical & Financial Consultantants. Your Company will focus
selectively on certain Infra Projects and initial studies made have
established good prospects.
Directors regret their inability to recommend any dividend on the Equity
Shares of the Company for the year ended 31st March, 2012.
The Company did not accept any deposits from the public and the provisions
of Section 58A of the Companies Act, 1956 are therefore not applicable to
None of the employees of the Company comes under the provisions of Section
217(2A) of the Companies Act, 1956 read with the Companies (Particulars of
Employees) Rules, 1975.
Your Company`s Board is constituted of the following Directors:
1. Mr. Rajesh Agarwal - Managing Director
2. Mr. Basudeo Agarwal
3. Mr. Sanjay Agarwal
4. Mr. Chandrahas Shetty
5. Mr. Yogesh N. Dave
Mr. Yogesh N Dave and Mr. Chandrahas Shetty, Directors, retire by rotation
and are eligible for reappointment. During the year under report, Mr. Nawal
B Agarwal ceased to be Director. Your Board places on record their
appreciation for the immense contribution made by the outgoing Director
namely Mr. Nawal B Agarwal.
8. AUDIT COMMITTEE:
Audit Committee constituted by the Board of Directors with requisite
composition to fall in line with the prevailing laws continued to discharge
its functions during the year under report.
M/s. G. L. Singhal & Co., Chartered Accountants, Auditors of the Company,
retires at the ensuing Annual General Meeting and has expressed their
willingness for re-appointment.
The Company has received letter from M/s. G. L. Singhal & Co., Chartered
Accountants to the effect that their appointment, if made, would be within
the prescribed limits under Section 224(1B) of the Companies Act, 1956 and
that they are not disqualified for such appointment.
The Board recommends the appointment of Messrs. G. L. Singhal & Co.,
Chartered Accountants, as the Statutory Auditors of the Company for the
10. AUDITORS` REPORT:
The observation and comments given by Auditors in this report read together
with notes to accounts are self explanatory and hence do not call for any
further comments under Section 217 of the Companies Act, 1956.
11. DEPOSITORY SYSTEMS:
Your Company continues with an arrangement with National Securities
Depositories Limited (NSDL) and Central Depository Services (India) Limited
(CDSL) for dematerialization of your Company`s securities in accordance
with the provisions of the Depositories Act 1995, which are fully
operational and members may avail of such facilities. With this, the
members have an option/discretion to hold their demat shares in the Company
through National Securities Depositories Limited and/or Central Depository
Services (India) Limited.
12. LISTING OF SECURITIES:
The Equity Shares of the Company are listed at Bombay Stock Exchange
Limited. Further, your Company has duly paid the Annual Listing Fees for
the year 2012-2013 to the Bombay Stock Exchange Limited.
13. CORPORATE GOVERNANCE:
The Company has complied with all the recommendations of the Corporate
Governance Code as provided in Clause 49 of the Listing Agreement. A report
on Corporate Governance is given as Annexure to this report.
14. MANAGEMENT DISCUSSION & ANALYSIS:
The Company did not carry out any commercial activities during the year,
therefore was not able to earn any profits and has incurred loss. The
Company also has accumulated losses from the past years. The Company is
continuously trying to revive its business and looking forward for various
proposals for profitable projects. With the favorable economic conditions,
the Directors and the Management look forward for better prospects in the
The Company has an adequate system of internal controls to commensurate
with its nature of business and scale of operations.
None of the Company`s employees are represented by any labour union nor are
subject to collective bargaining agreement. We have not experienced any
work stoppages or any industrial indiscipline in the year under review.
15. DIRECTORS` RESPONSIBILITY STATEMENT:
As required under Section 217(2AA) of the Companies Act, 1956, your
Director`s confirm that:-
(i) In the preparation of the annual accounts for the financial year ended
31 March 2012, the applicable accounting standards have been followed.
(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 true and fair view of the state of affairs of the
Company as on 31st March 2012 and of the profit and loss of the Company for
the year ended 31st March 2012.
(iii) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities.
(iv) The Directors have prepared the annual accounts for the year under
review on a going concern basis.
16. CONVERSATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Disclosure under section 217(1)(e) of the Companies Act, 1956, read with
the Companies (Disclosure of particulars in the report of the Board of
Directors) Rules, 1988 are as follows:
(a) CONSERVATION OF ENERGY:
Since the Company has not undertaken any business during the year, hence
there is no question of energy conservation.
(b) TECHNOLOGY ABSORPTION:
No Technology has been developed or imported by way of foreign
(c) FOREIGN EXCHANGE EARNINGS AND OUTGO:
During the year under review, the Company has not incurred any expenditure
in foreign currency nor has earned any foreign exchange income.
17. UNUSUAL ITEMS AFTER THE YEAR END DATE:
In the opinion of the Directors, no item, transaction or event of a
material and unusual nature has arisen in the interval between the end of
the financial year and the date of this report which would affect
substantially the results of the operations of the Company and for the
financial year in which this report is made.
Your Directors wish to place on record its appreciation for the whole-
hearted and sincere co-operation and able guidance and support that the
Company received from all concerned including, Banks, Stock Exchange,
Government Authorities and Semi Government Bodies of the Central and State
Your Directors also wish to place on record their appreciation for the good
efforts put in by the employees of the Company and for the unstinted
support extended by the shareholders.
For & on behalf of the Board
Place: Vadodara Yogesh N Dave Rajesh B Agarwal
Date : 31.08.2012 Director Managing Director