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KCL Infra Projects Ltd.

BSE: 531784 Sector: Infrastructure
NSE: N.A. ISIN Code: INE469F01026
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VOLUME 9961
52-Week high 1.94
52-Week low 0.95
P/E 4.77
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 1.05
Sell Qty 39.00
OPEN 1.05
CLOSE 1.01
VOLUME 9961
52-Week high 1.94
52-Week low 0.95
P/E 4.77
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 1.05
Sell Qty 39.00

KCL Infra Projects Ltd. (KCLINFRA) - Director Report

Company director report

To

The Members of

KCL Infra Projects Limited

Your Directors have pleasure in presenting the 21st Annual Report of yourCompany together with the Audited Statement of Accounts and the Auditors' Report of yourcompany for the financial year ended 31st March 2016.

1. FINANCIAL PERFORMANCE

The financial performance of the Company for the Financial Year ended March 312016 issummarized below:-

(Rs. ln Lacs
Particulars Current year Previous Year
Revenue from Operation (Including other Operating Income) 732.25 521.39
Other Income 145.16 115.02
Total Income 877.41 636.41
Expenses (other then Finance Cost) 830.79 582.28
Finance Cost 24.70 26.24
Total Expenses 855.49 608.52
Profit Before Tax 21.93 27.89
Less: Current Tax 5.05 10.13
Deferred Tax (3.18) (0.54)
Profit/ (Loss) after Tax 20.05 18.30
Surplus brought forward from previous years 139.66 121.91
Amount available for appropriations 159.71 139.66
Earnings per share (Rs.) :
Basic 0.08 0.07
Diluted 0.08 0.07

2. STATE OF COMPANY'S AFFAIRS

Despite of difficult market conditions healthy competition in the market and lack ofinterest of the investors the performance of your Company has been satisfactory and toachieve the healthy growth for its stakeholders. The performance evaluations of theCompany are as under;

Revenue: During the financial year 2015-16 the revenue of the Company has increasedfrom Rs. 636.41 Lacs to Rs. 877.41 Lacs it shows that the revenue of the Company increasedby 37.87% approx. as compared to previous financial year 2014-15.

Expenses: In Financial Year ended 31 March 2016 the expense of the Company hasincreased from Rs. 608.52 Lacs to Rs. 855.48 Lacs as compared to the previous financialyear ended on 31 March 2015. But the finance cost of the Company has decreased by Rs.1.54 Lacs as compared to the previous financial year 2014-15.

Depreciation: Depreciation has been decreased 0.50% in comparison with previousfinancial year 2014-15. Pursuant to the enactment of Companies act 2013(the Act) theCompany has taken effect from April 2015 reviewed and revised the estimated useful lifeof its fixed assets generally in accordance with the provision of schedule II of the act.The consequential impact (after considering the transition provision specified in Schedule11) on the depreciation charged and on the results for the quarter is material.

Profit before Tax: In the financial year 2015-16 the total expenses of the Company hasincreased by 40.58% as compared to previous financial year 2014-15 consequently theprofit has decreased by 21.37 % and reached at Rs.21.93 Lacs.

Tax Expenses: The profit before tax of the Company has decreased 21.37% in thefinancial year 2015-16 consequently the current tax expenses of the Company is alsodecrease in the financial year 2015-16 by 50.09%.

Share Capital: Equity share capital remains unchanged at Rs. 526.62 lacs.

Earning per share: Basic & diluted Earnings per share (EPS) is Rs.0.08 per share asagainst Rs.0.07 per share in the previous year.

3. DIVIDEND

Your Directors have considered it financially prudent in the long-term interests of theCompany to reinvest the profits in the business of the Company to build a strong reservebase and grow the business of the Company. No final dividend has therefore beenrecommended for the year ended March 312016.

4. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis as required under SEBI (LODR) is annexed asAnnexure-VI which forms part of this report.

5. REPORTON CORPORATE GOVERNANCE

Your Company has been practicing the principles of good corporate governance. Adetailed report on corporate governance as required under the SEBI (LODR) Regulations isannexed as Annexure - VII. Certificate of the Practicing Chartered Accountant regardingcompliance with the conditions stipulated in the SEBI (LODR) Regulations forms part of theReport on Corporate Governance which forms part of this Report.

6. ANNUAL RETURN

The Extract of Annual Return as required under section 92(3) of the Companies Act 2013in Form MGT-9 is annexed herewith for your kind perusal and information as Annexure I.

7. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that:

a) In the preparation of the annual accounts for the year ended March 31 2016 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;

b) The Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 312016 and of the profit ofthe Company for the year ended on that date;

c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a 'going concern' basis;

e) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

8. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants and the reviews performed by management andthe relevant board committees including the audit committee the board is of the opinionthat the Company's internal financial controls were adequate and effective during thefinancial year 2015-16.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the Year under review the following changes occurred in the position ofDirectors/KMPs of the Company.

In compliance with the provisions of Sections 149 152 read with Schedule IV and allother applicable provisions of the Companies Act 2013 and the Companies (Appointment andQualification of Directors) Rules 2014 (including any statutory modification(s) orre-enactment thereof for the time being in force) and Regulation 17 of SEBI (LODR)Regulation 2015 the composition of Board of Directors and Key Managerial Personnel are asfollows:-

S.No. Key Managerial Personnel DIN/ PAN Designation
1. Mohan Jhawar @@ 00495473 Managing Director
2. Alka Soni #### 01724383 Promoter Non Executive Director
3. Raju Shivaji Bhosale 05210420 Non Executive Director
4. Sunita Vora 06486614 Non Executive Director
5. Siddharth Maheshwari ### 03560753 Director cum Chief Financial Officer
6. Sachin Jain ## 07362769 Director cum Chief Financial Officer
7. Sunny Khande @ 07527049 Director cum Chief Financial Officer
8. Tareen Mehta ALLPM9350P Chief Executive Officer
9. Nitisha Pareek BQSPP3620G Company Secretary

@@ Re-Appointment of Mr. Mohan Jhawar (DIN: 00495473) who retires by rotation and beingeligible has offered himself for reappointment be and is hereby re-appointed as adirector of the company liable to retire by rotation.

####Ms. Alka Soni was retired from the Director of the company with effect from 30thSeptember2015.

###Mr. Siddharth Maheshwari was resigned from the Director cum Chief Financial Officerof the company with effect from 09thDecember 2015.

##Mr. Sachin Jain was held the position of the Director cum Chief Financial Officer ofthe company during the period from 09thDecember 2015 to 16th May2016.

@Mr. Sunny Khande is appointed as the Director cum Chief Financial Officer of thecompany with effect from 16th May 2016 subject to approval of Shareholders inthe upcoming Annual General Meeting of the company.

As per the provisions of the Companies Act 2013 Independent Directors are required tobe appointed for a term of five consecutive years but shall be eligible for reappointmenton passing of a special resolution by the Company and shall not be liable to retire byrotation. Therefore Mr. Raju Shivaji Bhosale & Ms. Sunita Vora Directors of theCompany were appointed as Non Executive Independent Director of the Company for the periodof 5 years with effect from 01 October 2014 to 30 September 2019. The Company hasreceived declarations from all the Independent Directors confirming that each of themmeets the criteria of independence as prescribed under Section 149(6) of the CompaniesAct 2013 and Regulation 25 of SEBI (LODR) Regulations 2015.

In the Meeting of the Board of Directors of the Company held on 30th day ofSeptember 2015 Mr. Mohan Jhawar is re-appointed as the Managing Director of the Companyfor a period of three years with effect from 1st October 2014.Further the board foundthat Mr. Sunny Khande of the Company being capable of becoming Director cum ChiefFinancial Officer of the Company therefore he is appointed as the Director cum ChiefFinancial Officer of the Company with effect from 16th May 2016 at meeting ofBoard of Directors held on 16th May2016.

Therefore in compliance of SEBI (LODR) Regulation 2015 Mr. Mohan Jhawar ExecutiveDirector was appointed as Chairperson of the Company in place of Ms. Sunita Vora NonExecutive Independent Director at meeting of Board of Directors of the Company held on 05thNovember 2015.

10. DECLARATION BY INDEPENDENT DIRECTORS

Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions of theCompanies Act 2013 read with the Schedules and Rules issued thereunder as well asRegulation 16(1) (b) of Listing Regulations (including any statutory modification(s) orre-enactment(s) for the time being in force).

11. MEETINGS OF THE BOARD OF DIRECTORS

The following Meetings of the Board of Directors were held during the Financial Year2015-16:

SN Date of Meeting Board Strength No. of Directors Present
1. 30/05/2015 5 5
2. 12/08/2015 5 5
3. 05/11/2015 4 4
4. 09/12/2015 4 4
5. 11/02/2016 4 4

12. BOARD EVALUATION

The board of directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India("SEBI") under SEBI (LODR) Regulation 2015.

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc. The Board and the Nomination and RemunerationCommittee ("NRC") reviewed the performance of the individual directors on thebasis of the criteria such as the contribution of the individual director to the Board andcommittee meetings. In addition the Chairman was also evaluated on the key aspects of hisrole.

In a separate meeting of independent Directors performance of non-independentdirectors performance of the board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent Directors at which the performance of the Board its committees andindividual directors was also discussed.

13. AUDITORS

The present Auditors - M/s. Mahesh C. Solanki Chartered Accountants Indore who holdoffice up to the conclusion of the twenty second AGM to be held in the year 2017 and theyhave expressed their unwillingness to continue as the Statutory Auditors of the Companyfrom the conclusion of the ensuing Annual General Meeting to be held on 30thSeptember 2016. As such the Board of Directors of your Company based on therecommendation of the Audit Committee have approved the proposal for appointment of M/s.S Ramanand Aiyer & co Chartered Accountants Mumbai (Firm Registration No.000990N)as Statutory Auditors of the Company to hold office for a period of 5 years fromthe conclusion of the 21st Annual General Meeting subject to the approval ofthe Members of the Company at the ensuing Annual General Meeting and subject toratification .The Notice of AGM contains a business to this effect for your approval. TheBoard of Directors wishes to place on record its appreciation of the guidance and supportably provided by M/s. Mahesh C. Solanki & Co. during their tenure as the StatutoryAuditors of the Company.

14. AUDITORS' REPORT

The Board has appointed Mahesh C. Solanki & Co. Chartered Accountants to conductthe Statutory Audit for the year 2015-16. There are no qualifications or adverse remarksin the Auditors' Report which require any clarification/ explanation. The Notes onfinancial statements are self-explanatory and needs no further explanation. Further theAuditors' Report for the financial year ended 31st March 2016 is annexedherewith for your kind perusal and information.

15. SECRETARIAL AUDITOR'S REPORT

The Board has appointed CS Divya Momaya Practising Company Secretary to conductSecretarial Audit for the financial year 2015-16. The Secretarial Audit Report for thefinancial year ended March 312016 is annexed herewith marked as Annexure II to thisReport. The Secretarial Audit Report does not contain any qualification reservation oradverse remark.

16. BOARD COMMITTEE

Pursuant to Section 178 of the Companies Act 2013 Company had constituted thefollowing Board Committees:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders Relationship Committee;

4. Management Committee;

5. Risk Management Committee; and

The composition of all Committees has been stated under Corporate Governance Reportforms an integral part of Annual Report.

17. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint venture or Associate Company.

18. PARTICULARS OF EMPLOYEES

In accordance with the provisions of Section 197 (12) of the Companies Act 2013("the Act") read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 in respect of employees of the Company will be providedupon request. In terms of Section 136 of the Act the Report and Accounts are being sentto the members and others entitled thereto excluding the information on employees'particulars which is available for inspection by the members at the Registered Office ofthe Company during business hours on working days of the Company up to the date of theensuing AGM. If any member is interested in obtaining a copy thereof such member maywrite to the Company Secretary of the Company in this regard.

19. PARTICULARS OF LOANS GUARANTEES OR AND INVESTMENTS

Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in the Financial Statement (Please refer to NoteNo.11 and 12 to the standalone Financial Statement).

20. DISCLOSURE REQUIREMENTS

? As per the Provisions of the SEBI (LODR) Regulation 2015 entered into with the stockexchanges corporate governance report with auditors' certificate thereon and managementdiscussion and analysis are attached which form part of this report.

? As per the Provisions of the SEBI (LODR) Regulation 2015 entered into with the stockexchanges a business responsibility report is attached and forms part of this annualreport.

? Details of the familiarization programme of the independent directors are availableon the website of the Company (http://www.kclinfra.com )

? The Company has formulated and published a Whistle Blower Policy to provide VigilMechanism for employees including directors of the Company to report genuine concerns. Theprovisions of this policy are in line with the provisions of the Section 177(9) of theAct; the whistle blowing Policy is available on the company's website at(http://www.kclinfra.com ).

21. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION ANDREDRESSAL) ACT 2013

KCL is committed to provide the healthy environment to all its employees the companyhas in place a Prevention of the Sexual Harassment Policy and an Internal complaintscommittee as per the requirements of Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013

There was no compliant received from any employee during the financial year 2015-16hence no complaints is outstanding as on 31.03.2016.

22. SHIFTING OF REGISTERED OFFICE

Your Company has shifted its Registered Office situated From 402 RadhakrishanApartment Vijay Homes Bangladesh Naka Bhayandar Thane (West) Maharashtra to B-3/204Saket Complex Thane (West) Maharashtra 400601 effective from August 13 2016.

23. RELATED PARTY TRANSACTIONS

None of the transactions with related parties falls under the scope of Section 188(1)of the Act. Information on transactions with related parties pursuant to Section 134(3)(h)of the Act read with rule 8(2) of the Companies (Accounts) Rules 2014 are given inAnnexure Vin Form AOC-2 and the same forms part of this report.

24. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION

The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 in respect of conservation of energy and technology absorption have not beenfurnished considering the nature of activities undertaken by the company during the yearunder review.

25. FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no foreign exchange earnings and outgo during the year under review.

26. RISK MANAGEMENT

In today's economic environment Risk Management is a very important part of business.The main aim of risk management is to identify monitor & take precautionary measuresin respect of the events that may pose risks for the business. The Board & AuditCommittee is responsible for reviewing the risk management plan and ensuring itseffectiveness. Major risks identified by the businesses and functions are systematicallyaddressed through mitigating actions on a continuing basis by keeping Risk ManagementReport before the Board & Audit Committee periodically.

27. APPRECIATION

Your Directors wish to express their grateful appreciation to the continuedco-operation received from the Banks Government Authorities Customers Vendors andShareholders during the year under review. Your Directors also wish to place on recordtheir deep sense of appreciation for the committed service of the Executives staff andworkers of the Company.

For and behalf of the Board of Directors

KCL Infra Projects Ltd.

sd/- sd/-
Mohan Jhawar Sunny Khande
Date: 13th August 2016 (Managing Director) (Director cum CFO)
Place: Thane DIN: 00495473 DIN : 07527049