B.L.Kashyap & Sons Ltd.
|BSE: 532719||Sector: Infrastructure|
|NSE: BLKASHYAP||ISIN Code: INE350H01032|
|BSE LIVE 11:11 | 24 Jan||20.70||
|NSE LIVE 11:11 | 24 Jan||20.75||
|Mkt Cap.(Rs cr)||425.18|
|Mkt Cap.(Rs cr)||425.18|
B.L.Kashyap & Sons Ltd. (BLKASHYAP) - Director Report
Company director report
To the Members
Your Directors are pleased to present the 27th Annual Report and theCompany's audited accounts for the financial year ended 31st March 2016.
Your Company's performance during the year as compared with the previous year issummarized below:
(Rs in Crores)
STATE OF COMPANY AFFAIRS
During the financial year 2015-16 the company has registered total revenue of '841.69 Crores as compared to ' 807.58 Crores in the previous year representing anincrease of 4.22%.
Correspondingly total expenditure excluding finance cost was lower by 5.11% from '836.22 Crores in 2014-15 to ' 793.48 Crores in 2015-16.
Profit before tax exceptional and extraordinary items was ' 0.61 Crores in2015-16 against Loss of ' 66.59 Crores in 2014-15 and Profit after tax was '0.95 Crores in 2015-16 against Loss of ' 52.39 Crores in 2014-15.
The Net Worth of the Company has marginally increased to ' 432.26 Crores as atthe end of the current year from ' 431.30 Crores as at the end of the previousyear.
The Debt Equity ratio of the Company has gone up to 2.77 as at the end of the currentyear as compared to 2.61 as at the end of the previous year.
The consolidated total income of the Company for the current financial year is '860.30 Crores as against ' 834.32 Crores in the previous year. The Company onconsolidated basis has made a net Loss after minority interest and extra ordinary items of' 6.00 Crores as against ' 57.85 Crores in the previous year.
The consolidated Net Worth of the Company has come down to ' 398.62 Crores as atthe end of the current year from ' 404.58 Crores as at the end of previous year.
The consolidated Debt Equity ratio of the Company has gone up to 2.69 as at the end ofthe current year compared to1.86 as at the end of previous year.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with provisions of Section 129 of Companies Act 2013 read with Companies(Accounts) Rule 2014 and applicable Clauses of Listing Agreements with the Stock Exchangesand Accounting Standard AS-21 on Consolidated Financial Statements read with AccountingStandard AS-23 on Accounting for Investment in Associates the audited consolidatedfinancial statement is provided in the Annual Report.
Your Directors have not recommended any dividend for the financial year ended 31stMarch 2016.
b. TRANSFER TO RESERVES
During the current year no amount has been transferred to reserves.
During the year under review the Company has executed contractual projects covering anarea of approx.. 8.41 million square feet in 20 cities.
The Company currently has 24 ongoing contractual projects located in 20 citiesaggregating to approx.. 22.00 million square feet under various stages of construction.
The Company has a geographic presence in 20 cities and 14 states across India.
UPDATES ON CORPORATE DEBT RESTRUCTURING (CDR)
Further to the information furnished in the Directors' Report for the financial year2014-15 after successful implementation of Corporate Debt Restructuring (CDR) mechanismfor restructuring of its debts as approved by Corporate Debt Restructuring EmpoweredGroup ("CDR EG") the Company continues to comply with the terms and conditionsof the CDR package.
Your Company is committed to honour its debt obligation in time and is maintainingcordial relations with lenders. The overdues in debt servicing are owing to delay in Debtrealization. However the Company is exploring other options and endeavoring for timelydebt service obligations.
With the restructuring of its debt and implementation of the approved CDR package yourCompany is on the path to turn its operations towards profitability. Your Company has beenextremely fortunate to have full support of its employees lenders and customers duringthe financial stressed period and all efforts are being made to keep this support intact.
CHANGE IN NATURE OF BUSINESS
There is no change in the nature of business of the Company.
MATERIAL CHANGES AND COMMITMENTS
There is no material changes and commitments in the business operations of the Companyfrom the financial year ended 31st March 2016 to the date of signing of theDirector's Report.
The Company has not accepted any deposit under Section 73 of the Companies Act 2013during the year under review. SUBSIDIARIES
We have four subsidiaries and two step sown subsidiaries as on 31st March2016:
There has been no change in the number of subsidiaries/ step sown subsidiaries or inthe nature of business of subsidiaries during the year under review.
None of the above subsidiaries/ step sown subsidiaries is a material non-listed Indiansubsidiary since there turnover or networth (i.e. paid-up capital and free reserves) doesnot exceed 20% of the consolidated turnover or net worth respectively of the Company andits subsidiaries in the immediately preceding financial year.
As per provisions of the Section 129 of the Companies Act 2013 read with Companies(Accounts) Rule 2014 a separate statement containing the salient features of thefinancial statement of the subsidiary companies/associate companies/joint venture isprepared in the form AOC-1 and same is enclosed to this report as 'Annexure -A'.
INTERNAL FINANCIAL CONTROLS AND SYSTEMS
Your Company has in place adequate financial control system and framework in place toensure:
- The orderly and efficient conduct of its business;
- Safeguarding of its assets;
- The prevention and detection of frauds and errors;
- The accuracy and completeness of the accounting records; and
- The timely preparation of reliable financial information.
During the year such controls were tested and no reportable material Weakness in thedesign or operation were observed.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. During the year theCompany had not entered into any contract / arrangement / transaction with related partieswhich could be considered material in accordance with the policy of the Company onmateriality of related party transactions. Information on related party transactionspursuant to Section 134(3)(h) of the Companies Act 2013 read with rule 8 (2) of theCompanies (Accounts) Rule 2014 are given in form AOC-2 as 'Annexure -B' and thesame forms part of this report.
The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website at thelink: http://www.blkashyap.com/doc/Related_Party_Tran_Policy.pdf Prior approval of theAudit Committee is obtained on a quarterly basis for the transactions which are of aforeseen and repetitive nature. The transactions entered into pursuant to the approval sogranted are audited and a statement giving details of all related party transactions isplaced before the Audit Committee and the Board of Directors for their approval on aquarterly basis.
Your Directors draw attention of the members to Note 3.2.2 to the financial statementwhich sets out related party disclosures.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Companies Act 2013 theDirector confirm that:
(i) In the preparation of the annual accounts the applicable accounting standards havebeen followed and there is no material departures.
(ii) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profits of the Company for the year under review;
(iii) the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(iv) the directors have prepared the annual accounts of the Company on a going concernbasis.
(v) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(vi) The directors had devised proper system to ensure compliance with the provisionsof all applicable laws and that such system were adequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Companies Act 2013 Mr. Vineet KashyapDirectors of the Company will retire by rotation at the forthcoming Annual General Meetingand being eligible offer himself for re-appointment.
During the year under review Mr. Manoj Agarwal was appointed as Chief FinancialOfficer (CFO) of the Company by the Board.
NUMBER OF MEETINGS OF THE BOARD
The Board meets on regular intervals to discuss on Company/business policy strategyand financial results apart from other Board business. A tentative calendar of Meetings isprepared and circulated in advance to the Directors to facilitate them to plan theirschedule and to ensure meaningful participation in the meetings.
During the year Five Board Meetings were convened and held. The details of which aregiven in the Corporate Governance Report which forms part of this report. The interveninggap between the Meetings was within the period prescribed under the Companies Act 2013.
COMMITTEES OF THE BOARD
The Board has five committees viz; Audit Committee Nomination and RemunerationCommittee Stakeholders' Relationship Committee Corporate Social Responsibility Committeeand Executive Committee. The details pertaining to the composition of above committees& their meetings are given separately under the Corporate Governance Report whichforms part of this report.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Company's policy on directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the Corporate Governancereport which forms part of the Board's report.
SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 mandate thatthe Board shall monitor and review the Board evaluation framework. According to thisframework the Board has carried out an evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Committee Nomination& Remuneration Committees. The manner in which the evaluation has been carried out hasbeen explained in the Corporate Governance Report.
DECLARATION OF INDEPENDENT DIRECTORS
The Company has received necessary declarations from each of the independent directorsthat he/she meets the criteria of independence as laid down in Section 149(6) of theCompanies Act 2013 read with SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 of the Listing Agreement.
M/s Sood Brij & Associates Chartered Accountants Statutory Auditors of theCompany hold office until the conclusion of the ensuing Annual General Meeting and areeligible for re-appointment.
As required under Section 139 of the Companies Act 2013 the Company has obtained awritten consent from M/s Sood Brij & Associates Chartered Accountants to suchappointment and also a certificate to the effect that their appointment if made would bein accordance with Section 139 of the Companies Act 2013 and the rules made there underas may be applicable.
The Board recommends the re-appointment of M/s Sood Brij & Associates CharteredAccountants as Statutory Auditors.
The observation made in the Auditors' Report read together with relevant notes thereonare self-explanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013.
There was no qualifications reservations or adverse remarks made by the Auditors intheir report.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12)
During the year under review there were no frauds reported by the auditors to theAudit Committee or the Board under section 143(12) of the Companies Act 2013.
The Board has appointed M/s Sanjay Gupta & Associates Cost Accountants (FirmRegistration No. 000212) as the cost auditors for conducting the audit of cost records ofthe Company for the financial year 2016-17. The Cost Audit Report for Financial Year2015-16 would be filed with the Central Government within the stipulated time period.
Pursuant to provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed Sharma Jain & Associates a firm of Company Secretaries in practice toundertake the Secretarial Audit of the Company for the financial year ended on 31stMarch 2016.
SECRETARIAL AUDIT REPORT
As required under section 204 (1) of the Companies Act 2013 the Company has obtained asecretarial audit report.
There was no qualifications reservations or adverse remarks made by the PracticingCompany Secretary in their report.
The Secretarial Audit report is annexed herewith as "Annexure-C".
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Loans guarantees and investments covered under the provisions of Section 186 of theCompanies Act 2013 forms part of the notes to the financial statements provided in theAnnual Report.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Company in compliance with Section 135 of the Companies Act 2013 has constituteda Corporate Social Responsibility Committee (CSR Committee) of the Board of Directors. TheCSR Committee comprising Mr. H.N. Nanani as the Chairman and Mr. Vinod Kashyap Mr. VineetKashyap and Mr. Vikram Kashyap as other members.
The average net profits calculated as per provisions of Section 198 of the CompaniesAct 2013 for of the preceding three (3) financial years being negative the Company wasnot under any obligation to spend any amount on CSR.
The CSR Policy is available on our website athttp://www.blkashyap.com/doc/CSR_Policy.pdf The annual report on CSR activies is providedin the "Annexure-F".
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has in place an alert procedure "Vigil Mechanism / Whistle BlowerPolicy" to deal with instance of fraud and mismanagement if any.
In staying true to our values of Strength Performance and Passion and in line with ourvision of being one of the most respected companies in India the Company is committed tothe high standards of Corporate Governance and stakeholder responsibility.
The procedure "Vigil Mechanism / Whistle Blower Policy" ensures that strictconfidentiality is maintained whilst dealing with concerns and also that no discriminationwill be meted out to any person for a genuinely raised concern.
The policy on vigil mechanism and Whistle Blower Policy may be accessed on theCompany's website at http://www.blkashyap. com/doc/Whistle Blower 2014.pdf
INSIDER TRADING REGULATIONS
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.
All Board Directors and the designated employees have confirmed compliance with theCode.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirement of The Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 read with rules made thereunder your Company hasconstituted Internal Complaints Committee which is responsible for redressal of complaintsrelated to sexual harassment. During the year under review there were no complaintspertaining to sexual harassment.
The Equity Shares of the Company are listed on BSE Limited and National Stock Exchangeof India Limited. The requisite annual listing fees have been paid to these Exchanges.
PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO
The provisions of Section 134(m) of the Companies Act 2013 do not apply to ourCompany.
At every possible level Company is trying to conserve the use of energy i.e. power& fuel.
While there was no Foreign Currency earning during the year under review the ForeignCurrency outgo was ' 6.49 Lacs. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION ANDPROTECTION FUND
Pursuant to the provisions of the Section 205A(5) and 205C of the Companies Act 1956relevant amount which remain unpaid or unclaimed for a period of seven years have beentransferred by the Company from time to time on due dates to the Investor Education andProtection Fund.
Pursuant to the provisions of Investor Education and Protection Fund (Uploading ofinformation regarding unpaid and unclaimed amounts lying with companies) Rules 2012 theCompany has uploaded the details of unpaid and unclaimed amounts lying with the Company ason 29th September 2015 (date of last Annual General Meeting) on the Company'swebsite (www.blkashyap.com) as also on theMinistry of Corporate Affairs' website.
Your company is among the few Construction companies to be awarded the globallyrecognized prestigious ISO 9001:2008 ISO 14001:2004 and OHSAS 18001:2007 Certificationfor meeting international standards of Quality Environmental Occupational Health andSafety Management Systems.
HEALTH AND SAFETY
The Company places highest value on ensuring the safety of its employees laboursthird parties and visitors. At each of our project sites it is ensured that safe workpractices are followed and environment is protected. Every possible measure is taken toprotect environment and ensure occupational health and safe working places for itsemployees. Our constant and collective efforts for ensuring accident-free operations failproof risk management and a cleaner safer environment have paid rich dividends over thedecades leading to better growth opportunities and enhanced trust. The Company has beenaccredited with OHSAS 18001:2007 certification which reinforces & is benchmark forthe quality of safety standard and practices which are regularly been used at projectsites.
PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:
a. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year:
* No remuneration was paid to Non-executive directors except sitting fees.
* Remuneration to executive directors was paid under Part II section II to theSchedule V of the Companies Act 2013.
b. The percentage increase in remuneration of each director chief executive officerchief financial officer company secretary in the financial year:
* Remuneration to executive directors was paid under Part II section II to theSchedule V of the Companies Act 2013.
(Previous year no remuneration was paid to executive directors.)
c. The percentage increase in the median remuneration of employees in the financialyear: NA
d. The number of permanent employees on the rolls of Company: 1217
e. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:
No increment has been given to the employees in general and managerial personnelduring the Financial year 2015-16.
Remuneration to executive directors was paid during FY 2015-16 under provisionsof Part II section II to the Schedule V of the Companies Act 2013
f. The key parameters for any variable component of remuneration availed by thedirectors:
g. Affirmation that the remuneration is as per the remuneration policy of the Company:
The Company affirms remuneration is as per the remuneration policy of the Company.
h. The statement containing particulars of employees as required under Section 197(12)of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is provided in a separate 'Annexure-D' forming part ofthis report.
The Company is committed to maintain the highest standard of Corporate Governance andadhere to the Corporate Governance requirements set out by SEBI.
The report on Corporate Governance as stipulated under Listing Regulation forms anintegral part of the Annual Report.
The requisite Certificate from the Auditors of the Company confirming compliance withthe conditions of Corporate Governance is attached to this Report.
MANAGEMENT DISCUSSION AND ANALYSIS
In terms of the provisions of Regulations 34 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Management's Discussion and Analysis is setout in this Annual Report.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 Extract ofthe Annual Return for the financial year ended 31st March 2016 made under theprovisions of Section 92(3) of the Act is attached as 'Annexure E' which forms part ofthis Report.
The Company is also periodically uploading Annual Reports Financial ResultsShareholding Pattern Corporate Governance Reports etc. on its website viz.
Your directors would like to express their gratitude for the support assistance andcooperation received from the Financial Institutions Bankers and Government AuthoritiesRegulatory Authorities Stock Exchanges Joint Ventures Partners/ Associates.
The Board also wishes to place on record its appreciation of the continued support fromClient Vendors and Investors during the year. We place on record our appreciation of thecontribution made by employees at all levels. Our efforts at consolidating our positionwould not have been possible but for their hard work solidarity cooperation and support.