The Directors are pleased to present the 24th Annual Report and the Audited Accountsfor the financial year ended March 31 2016.
The Financial performance of your Company for the year ended March 31 2016 issummarized below:-
| || || || || || || || |
(Rs. In Lacs)
| || |
| || ||31.03.16 || ||31.03.15 || ||31.03.16 || ||31.03.15 |
|Contract Revenue & Other Income || ||177.39 || ||694.88 || ||187.50 || ||700.14 |
|Profit before Depreciation Interest & Tax || ||(5439.47) || ||1.35 || ||(5437.12) || ||4.24 |
| ||44.23 || ||88.72 || ||46.63 || ||91.11 || |
|Less: Depreciation Interest || |
|40.80 || |
|746.22 || |
|43.27 || |
|Profit before Tax || ||(5480.27) || ||(744.87) || ||(5480.40) || ||745.74 |
|Less: Provision for Tax || || || || || || || || |
|Current Tax ||- || ||- || ||- || ||- || |
|Deferred Tax ||4.82 || ||(17.01) || ||4.82 || ||(17.01) || |
|Prior Years Tax ||- || ||- || ||0.02 || ||- || |
|Income Tax for Earlier Year || ||(4.82) || ||(17.01) || ||(4.80) || ||(17.01) |
|Net Profit/(Loss) After Tax || ||(5475.45) || ||(727.86) || ||(5475.60) || ||(728.73) |
|Less: Minority Interest || ||- || ||- || ||0.03 || ||0.07 |
|Add: Share ofProfit of Associate || ||- || ||- || ||0.08 || ||0.03 |
|Net Profit After Minority Interest || ||- || ||- || ||(5475.55) || ||(728.78) |
|Balance b/f from previous year || ||(234.34) || ||493.52 || ||(253.50) || ||475.27 |
|Balance available for appropriations || ||(234.34) || ||493.52 || ||(253.50) || ||475.27 |
|APPROPRIATIONS || || || || || || || || |
|Transfer to General Reserve || ||- || || || || || || |
|Balance Carried to Balance Sheet || ||(5709.78) || ||(234.34) || ||(5729.05) || ||(253.50) |
State of Affair & Operations Review
During the year under review on a Standalone basis your Company has registered totalincome from operation of Rs. 177.39 Lacs as against Rs.694.88 Lacs in the previous year.Reduction in top line was due to delay in decisions from various clients for tenderssubmitted by Company and lower success rates in bids for infrastructure projects made in asignificantly reduction in overall realization of Company. The profit before Depreciationinterest and tax for the year stood to Rs. Lacs (5439.47) as compared to Rs. 1.35 Lacs inprevious year. The PAT was Rs. (5475.45) Lacs against the financial year PAT (727.86) a652.27% increase over last year. The loss figure occurred during current period is mainlydue to write off various debtors and depreciation figure as the company has reassessed theuseful life of all the tangible fixed assets based on useful life as provided in theschedule II of Companies Act 2013 Depreciation has been provided considering theremaining useful life of the assets and necessary effect has been given in the accounts.
On Consolidated basis during the year under review the Total Income of your Companystood to Rs.187.50 Lacs as against Rs 700.14 Lacs in the previous year. The EBIDT isRs.(5437.12) Lacs from Rs.4.24 Lacs in the previous year.
Your Directors do not recommend payment of dividend for the year under review on equityshares in view of the loss incurred.
Change in Nature of Business If Any
During the year under review there has been no change in the nature of business of theCompany.
Material Changes and Commitments after the Balance Sheet Date
There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.
Subsidiary Companies & Associate Companies
As on 31st March 2016 the Company's subsidiaries step down subsidiaries associatesand joint venture are as follows:
1. Bengal KDC Housing Dev. Ltd
2. Bengal Kaushalya Nirman Ltd
3. Kaushalya Energy Pvt Ltd
4. Azur Solar KDC Pvt Ltd (Step down Subsidiary)
1. Orion Abasaan Private Ltd
2. Kaushalya Nirman Private Ltd
3. Kaushalya Township Pvt Ltd Its joint venture
Earlier Bengal KDC Housing Development Ltd held 34000 (5.22%) in Kaushalya TownshipPrivate Ltd hence Kaushalya Township Private Ltd was step down subsidiary of yourCompany. On 1St July 2015 Bengal KDC Housing Development Ltd has transferred 33842 no.of Shares by way of sale to M/s Muilibuilt Properties Pvt Ltd. Hence with effect from 1stJuly 2015 Kaushalya Township Private Ltd is an associate of your Company.
The Board of Directors and shareholders of Kaushalya Township Private LimitedKaushalya Nirman Private Limited Orion Abasaan Private Limited and Bengal KDC HousingDevelopment Limited respectively have approved the conversion of advances aggregating toRs.474408700/- into loan carrying an option to convert the same into Equity/Preferenceshares of these companies to be issued in accordance with the provisions of the CompaniesAct 2013. As on date the said amount is standing in the books of the Company as loancarrying an option to convert the same into Equity/Preference shares of these companies.
Accordingly the Board of Directors of the Company have approved conversion of loangiven to Kaushalya Township Private Limited Kaushalya Nirman Private Limited and OrionAbasaan Private Limited aggregating to Rs.359675870/- into Compulsorily ConvertibleNon-cumulative Preference Shares (CCPS) and the loan given to Bengal KDC HousingDevelopment Limited aggregating to Rs.109732830/- into Non-cumulative RedeemablePreference Shares (NCRPS) of Bengal KDC Housing Development Limited on January 27 2016.The CCPS/NCRPS as the case may be will be issued by the said companies at a price as maybe decided and in accordance with the provisions of the Companies Act 2013.
Pursuant to Section 106 of the Companies Act 1956the consent of the Board ofDirectors of the Company be and is accorded by a resolution passed by way of circulationon March 1 2016 to modify the terms of 10% Compulsorily Convertible Non-cumulativePreference Shares of Kaushalya Nirman Private Limited Kaushalya Township Pvt Ltd andOrion Abasaan Pvt Ltd held by the Company to make it Redeemable Preference Shares fromCompulsorily Convertible Preference Shares and that the said Preference Shares will be 10%Redeemable Non-cumulative Preference Shares redeemable at a price not less than the priceat which it was issued i.e. Rs.58.00 Rs.57.00 and Rs.55.00 per Preference Sharesrespectively at the option of the Preference Shareholder at any time after 15 years fromthe date of allotment of Preference Shareholder but not later than 17 years from the dateof allotment and that the other terms of the issue shall remain unchanged."
A statement containing the salient features of the financial statements of each of thesubsidiaries & associates in the prescribed format AOC-1 is appended as "Annexure- 1" to this Report. The statement also provides details of performance and financialpositions of the subsidiaries associates and joint venture
Consolidated financial statements
In accordance with Section 129(3) of the Companies Act 2013 the Company has preparedConsolidated Financial Statements of the Company and of all its subsidiary and associatecompanies which is forming part of the Annual Report. As per the provisions of Section136 of the Companies Act 2013 separate audited financial statements of its subsidiariesare being placed on its website www.kaushalya.net and copy of separate audited financialstatements of its subsidiaries will be provided to the shareholders on request.
Listing of equity shares
Your Company's Equity Shares are listed on the BSE Ltd and National Stock Exchangeoflndia Ltd. The Company paid the annual listing fees to each of these stock exchanges.
Change in Share Capital
During the year under review your Company's Authorized Share Capital has remainunchanged at Rs.350000000 (Rupees Thirty Five Crore) comprising 35000000 EquityShares of Rs.10/- each. During the year under review your Company's paid up equity sharecapital remain unchanged at Rs.346306300 (Rupees Thirty Four Crores Sixty Three LakhsSix Thousand & Three Hundred) comprising of 34630630 Equity Shares of Rs.10/- each.
Transfer to Investor Education and Protection fund
During the year under review there has been no transfer to Investor Education andProtection fund by the Company.
Employee Stock Option Scheme
Your Company has not come out with Employee Stock Option Scheme during the year.
Mr. Mahesh Mehra Director is liable to retire by rotation at the forthcoming AnnualGeneral Meeting of the Company and being eligible is liable to be re-appointed as Directorof the Company.
Mr. Anil Kumar Agarwal was appointed as an Additional Director of the Company in thecategory of
Independent Director by the Board in its meeting held on 4th May 2016. He shall holdoffice up to the date of ensuing Annual General Meeting of the Company and will beeligible for re-appointment as Independent Director. The Company has received a noticefrom a member pursuant to Section 160 of the Companies Act 2013 stating intent to proposehim for the office of Independent Director under Section 149 of the Companies Act 2013.
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation25 of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015.
During the year Mr. Ramesh Kumar Mehra Director liable to retire by rotation at the23rd Annual General Meeting of the Company has resigned from the Company and his vacancyis not filed up. The Board places on record its appreciation for the assistance andguidance provided by Mr. Ramesh Kumar Mehra during his tenure as Director of the Company.
During the year Mr. Prashant Mehra resigned and ceased to be Managing Director of theCompany w.e.f. 23rd December 2015 due to personal reason.
The Board places on record its appreciation for the assistance and guidance provided byMr. Prashant Mehra during his tenure as Managing Director of the Company.
During the year Mr. Rajesh Kumar Agarwal resigned and ceased to be Independent Directorof the Company w.e.f. 18th November 2015 due to personal reason.
The Board places on record its appreciation for the assistance and guidance provided byMr. Rajesh Kumar Agarwal during his tenure as an Independent Director of the Company.
Resolutions seeking approval of the members have been incorporated in the notice of theforthcoming Annual General Meeting. Brief resume/details relating to Directors who are tobe appointed/re- appointed are furnished in the Explanatory Statement to the Notice of theensuing Annual General Meeting as required under the Code of Corporate Governance.
The members in the last AGM approved appointment of Mrs. Minoti Nath as an IndependentDirectors. Key Managerial Personnel
In compliance of the provisions of Section 203 of the Companies Act 2013 the followingpersons are the key managerial personnel of the Company:
(a) Mr. Mahesh Mehra Whole-time Director. (Mr. Prashant Mehra Managing Director ofthe Company has resigned from the Company w.e.f 23rd December 2015)
(b) Mr. T.N Mishra Chief Financial Officer
(c) Mr. Sanjay Lal Gupta Company Secretary. (Appointed w.e.f 10th May 2016)
During the year Mr. Tarkeshwar Singh Company Secretary & Compliance Officer of theCompany has resigned and ceased to be Company Secretary & Compliance Officer of theCompany w.e.f. 14th November 2015 due to his personal reason.
The Board places on record its appreciation for the assistance and guidance provided byMr. Tarkeshwar Singh during his tenure as Company Secretary & Compliance Officer ofthe Company. During the year Mr. Sanjay Lal Gupta was appointed as a Company Secretary& Compliance Officer of the Company by the Board in its meeting held on 10th May2016.
Pursuant to the Regulation of SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015 the particulars of loans/advances given to subsidiaries have beendisclosed in the Annual Accounts of your company.
Directors' Responsibility Statement
The Board of Directors of your Company acknowledges the responsibility for ensuringcompliance with the provisions of Section 134(3) (c) read with Section 134(5) of theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation2015 with the Stock Exchanges in the preparation of the annual accounts for the year ended31st March 2016 and state that :
I. In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures; if any
II. The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are 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 that period;
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 on a going concern basis;
V. The Directors have laid down internal financial controls for the Company and suchinternal financial controls are adequate and operating effectively; and
VI. There is a proper system to ensure compliance with the provisions of all applicablelaws and such systems are adequate and operating effectively.
Particulars of employees
The particulars of employees as required under Section 197(12) of the Companies Act2013 read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are given in a separate annexure attached hereto andforms part of this report as Annexure II
The Company has not accepted any deposit from the public and as such there are nooutstanding deposits in terms of the Companies (Acceptance of Deposits) Rules 2014.
Number of meetings of the Board
The Board met 7(Seven) times during the financial year the details are given in theCorporate Governance Report that forms part of the Annual Report.
The Audit Committee was constituted by the Company and the details of terms ofreference of the Audit Committee number and dates of meeting held attendance amongothers are given separately in the attached Corporate Governance Report. During the yearthere were no instances of the Board had not accepting the recommendations of the AuditCommittee.
The Company has in place a whistleblower policy to deal with unethical behaviorvictimization fraud and other grievances or concerns if any. The aforementionedwhistleblower policy can be accessed on the Company's website:http://www.kaushalya.net/KDCVIGIL.pdf .
Risk Management Policy
The Company has a defined Risk Management framework to identify assess monitor andmitigate various risks to key business objectives. Major risks identified by thebusinesses and functions are systematically addressed through mitigating actions on acontinuing basis.
The Risk Management Policy provides for identification of risk its assessment andprocedures to minimize risk. The policy is periodically reviewed to ensure that theexecutive management controls the risk as per decided policy.
Nomination & Remuneration Committee
A Nomination & Remuneration Committee was constituted by the Company and thedetails of terms of reference number and dates of meeting held attendance among othersare given separately in the attached Corporate Governance Report.
Stakeholders' Relationship Committee
The composition and terms of reference of the Stakeholders' Relationship Committee hasbeen furnished in the Corporate Governance Report forming part of this Annual Report.
Policy on Directors' Appointment and Remuneration
The Policy of the Company on Directors' appointment and remuneration including criteriafor determining qualifications positive attributes independence of a Director and othermatters provided under sub-Section (3) and (4) of Section 178 is attached as Annexure-IIIto this Report. The remuneration policy is stated in the Corporate Governance Report.
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an annual evaluationof its own performance of the individual directors as well as the working of its AuditNomination & Remuneration and Stakeholders Relationship committees. The manner inwhich the evaluation has been carried out has been explained in the attached CorporateGovernance Report Borrowing Power
At the Annual General Meeting held in the year 2015 consent of the Company be and ishereby accorded under Section 180(1)(a) and other applicable provisions if any of theCompanies Act 2013 to the Board of Directors of the Company to mortgage hypothecate orin any other way of charge in favour of the lenders all or any of the movable and/orimmovable properties of the Company both present and/or future of the whole orsubstantially the whole of the undertaking or undertakings of the Company for availment ofany loan or guarantee or issue of Debenture and to secure the payment of interest thereonor any fees charges or expenses relating thereto and in the case of borrowing againstdebenture holders the said security in the favour of lender and/or trustee for suchdebenture holder where required on such terms and conditions as may be approved by theBoard of Directors. Inter-corporate loans guarantees and investments
The shareholders of Kaushalya Infrastructure Development Corporation Ltd. (the"Company") have approved giving of loans or guarantees or providing ofsecurities in connection with the loan made to any other body corporate(s) or person(s) ormaking of investments in excess of the limit specified under Section 186 of the CompaniesAct 2013 by passing resolution through Postal Ballot on the 18th January 2016.
Pursuant to the provisions of Section 186 of the Companies Act 2013 (the"Act") read with the Companies (Meetings of Board and its Powers) Rules 2014and other applicable provisions if any of the Act and the Rules framed thereunder asamended from time to time the consent of the members of the Company be and is herebyaccorded to the Board of Directors of the Company (hereinafter called the Board'which term shall be deemed to include any Committee which the Board may have constitutedor hereinafter constitute to exercise its powers including the power conferred by thisresolution) to give any loans/any other form of debt to any person or other body corporateand/or to give guarantee and/or to provide security in connection with a loan/any otherform of debt to any other body corporate or person and to make investment or acquire byway of subscription purchase or otherwise the securities of any other body corporatewhether Indian or overseas up to maximum amount of Rs.200 Crores (Rupees Two HundredCrores only) outstanding at any point of time notwithstanding that the aggregate amount ofall the loans/guarantees/securities/investments so far made together with the proposedloans/guarantees/securities/investments to be made exceeds the prescribed limits underthe Companies Act 2013.
Related party transactions
All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course ofbusiness. There were no materiallysignificant related party transactions made by the Company which may have a potentialconflict with the interest of the Company at large. All related party transactions wereplaced before the Audit Committee and also for the Board approval wherever required.Prior omnibus approval of the Audit Committee is generally obtained for the transactionswhich are of a foreseen and repetitive nature and these transactions are reviewed by theAudit Committee on quarterly basis. The policy on related party transactions as approvedby the Board is uploaded on the Company's website http://www.kaushalya .net/KIDCORELATED.pdf.
The details of transactions entered into with related parties are attached as AnnexureIV in form AOC- 2 that forms an integral part of this Report.
Extract of annual return
The details forming part of extract of annual return as per Form MGT- 9 is annexedherewith as Annexure -V'.
Significant and material orders passed by the regulator/court
There are no significant materials orders passed by the regulator/court which wouldimpact the going concern status of the Company and its future operations.
Internal Financial Control
The Company has in place adequate internal financial control with reference to thefinancial statements. During the year such control was reviewed and no reportablematerial weakness was observed.
The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements as set out in the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. The Report on CorporateGovernance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 forms an integral part of this Annual Report.
Management Discussion and Analysis
Management Discussion and Analysis for the year under review as stipulated under theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 with the StockExchanges is presented in a separate section forming part of this Annual Report.
As required by the Regulation 17(8) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the CEO/ CFO certification has been submitted to theBoard and a copy thereof is contained elsewhere in this Annual Report.
Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act 2013 the Company hasappointed M/S. S K Kabra & Associates Company Secretaries in Practice to undertakethe secretarial audit of the Company for the financial year 2015-16. The Secretarial AuditReport for the financial year ended 31st March 2016 is attached as Annexure VI' andforms a part of the reports of the Directors. The observation made by the secretarialauditors in their report are self-explanatory and therefore do not call for any furtherexplanations/comments.
Auditors & Auditor's Report
Based on the recommendations by the Audit Committee the Board of Directors of theCompany recommends the ratification of appointment of M/s Sumanta & Co. CharteredAccountants (ICAI Firm Registration No. 322554E) as Statutory Auditors of the Company bythe shareholders at the Annual General Meeting held in the year 2015.
At the Annual General Meeting held in the year 2015 the appointment of M/s Sumanta& Co. Chartered Accountants (ICAI Firm Registration No. 322554E) as Auditors of theCompany to hold office until the conclusion of Twenty Fifth Annual General Meeting of theCompany be and is hereby ratified on such remuneration as may be determined by the BoardofDirectors of the Company.
M/s. Sumanta & Co. Chartered Accountants have tendered their resignation w.e.f14th December 2015 as Statutory Auditors primarily due to their professional occupancyand they have expressed that they will not be able to continue as statutory auditorswhich has resulted into a casual vacancy in the office of Statutory Auditors of theCompany as envisaged by section 139(8) of the Companies Act 2013 ("Act").
The shareholders of Kaushalya Infrastructure Development Corporation Ltd. (the"Company") have approved the Appointment of Statutory Auditors M/s. Monu Jain& Company Chartered Accountants Kolkata (ICAI Firms Regn. No. 327900E) arising outof Casual Vacancy by passing resolutions through Postal Ballot on the 18th January 2016.
Pursuant to the provisions of Section 139(8) and other applicable provisions if anyof the Companies Act 2013 read with the Companies (Audit and Auditors) Rules 2014 asamended from time to time M/s. Monu Jain & Company Chartered Accountants Kolkata(ICAI Firms Regn. No. 327900E) be and are hereby appointed as Statutory Auditors of theCompany to fill the casual vacancy caused by the resignation ofM/s. Sumanta & Co.Chartered Accountants Kolkata for the financial year 2015-16.
M/s. Monu Jain & Company Chartered Accountants Kolkata be and are herebyappointed as Statutory Auditors of the Company and that they shall hold the office asStatutory Auditors of the Company until the conclusion of the ensuing Annual GeneralMeeting on such remuneration as may be fixed by the Board of Directors in consultationwith the auditors and that they shall conduct the Statutory Audit for the financial yearended March 312016.
The cost audit u/s 148 of Companies Act 2013 read with its rule is not applicable foryour Company for the financial year ended 31st March 2016.
Pursuant to provisions of section 135(1) of Companies Act 2013 formation of suchcommittee is not applicable to your Company.
Restructuring of Debts
The bankers of the company State Bank of India and Indian Overseas Bank had decided tocall up
the loan earlier classified by them as non performing. Accordingly they had issuednotices under section 13(2) of the SARFAESI act. The company had replied to the same indetail and the matters are currently in litigation. Simultaneously the company isdiscussing with the bankers for amicable settlement of dues in an effort to resolve thematter.
The Audit Committee of your company has reviewed the audited financial statements forthe year under review at its meeting held on May 23 2016 and recommended the same for theapproval of the Board of Directors.
Sexual Harassment Policy
The Company has a Policy on Prohibition Prevention and Redressal of Sexual Harassmentof Women at Workplace and matters connected therewith or incidental thereto covering allthe aspects as contained under the "The Sexual Harassment of Women at Workplace(Prohibition Prevention and Redressal) Act 2013".
Up till date the Company has not received any complaint under the Policy.
Significant and Material Orders Passed By the Regulators/Courts/Tribunals
There are no significant material orders passed by the Regulators/Courts/Tribunalswhich would impact the going concern status of the Company and its future operations
Annexures forming a part of this Report of the Directors
The Annexures referred to in this report and other information which are required to bedisclosed are annexed herewith and forms a part of this report of the Directors:
|Annexure ||Particulars |
|I ||Details of Subsidiary Associate and Joint Venture AOC-1. |
|II ||Particulars of Employees. |
|III ||Policy on selection of directors. |
|IV ||Details of RPT in AOC-2. |
|V ||Extracts of the Annual Return as per Form MGT-9. |
|VI ||Secretarial Audit Report. |
Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo
Presently your company is not engaged in any activity relating to conservation ofenergy or technology absorption. During the year under review your company has no foreignexchange earnings and outgoes.
Your Board of Directors wish to thank the Central Government the Government of WestBengal the financial institutions its Bankers shareholders customers dealers andother business associates for the support received from them during the year. YourDirectors place on record their sincere appreciation for all employees of the Company andfor their unstinted commitment and continued contribution to the Company.
| ||For and on behalf of the Board |
|Kolkata ||Mahesh Mehra |
|Dated: 8th August 2016 ||DIN : 00086683 |
|Registered office: ||Whole-time Director |
|HB-170 Sector-Ill SaltLake Kolkata-700106 || |
|CIN-L51216WB1992PLC055629 || |